1-3-18 4:36 PM EST | Email Article

Time Warner Inc. Announces Expiration and Final Settlement of Tender Offers and Consent Solicitations

Time Warner Inc. (NYSE:TWX) today announced the final settlement (the “Final Settlement Date”) by Time Warner Inc. (“Time Warner”) of its previously announced cash tender offers (the “Offers”) to purchase the outstanding debt securities of Time Warner and Historic TW Inc. (“HTW”, including in its capacity as successor by merger to Time Warner Companies, Inc. (“TWCI”)) set forth in the column entitled “Debentures” in the table below (collectively, the “Debentures”, and, each a “Series” of Debentures). Time Warner also accepted the consents (each a “Consent”, and, collectively, the “Consents”) delivered pursuant to its previously announced consent solicitations (each a “Consent Solicitation”, and, collectively, the “Consent Solicitations”) to amend certain provisions of the indentures governing certain Series of Debentures (the “Proposed Amendments”). The Offers and Consent Solicitations expired at 11:59 P.M., New York City time, on January 2, 2018 (the “Expiration Date”).

The terms and conditions of the Offers and the Consent Solicitations are set forth in an Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and a related Consent and Letter of Transmittal. Time Warner’s obligation to accept for purchase, based on the acceptance priority levels set forth in the column entitled “Acceptance Priority Level” in the table below, and pay for, Debentures that were validly tendered and not validly withdrawn was limited to as many Debentures as Time Warner could purchase up to an aggregate purchase price for the Debentures subject to the Offers (including principal and premium, but excluding accrued interest) of no more than $6,000,000,000 (the “Maximum Purchase Price”).

The principal amount of each Series of Debentures that was validly tendered (with Consents that were validly delivered, if applicable), and not validly withdrawn (or Consents revoked) in the Offers at or prior to the Expiration Date, is set forth in the table below.

                   
Debentures

CUSIP
Number/
Common
Code

Principal
Amount
Outstanding

Acceptance
Priority
Level

Principal
Amount
Tendered

Reference
Security

Yield to
Maturity (1)

Fixed
Spread

Total Consideration (2)(3)
 
9.150% Debentures due 2023 887315AM1 $602,337,000 1 $320,562,000*(4) 2.000% UST due 11/30/2022 2.166% 70 bps $1,296.59
7.570% Debentures due 2024 887315BH1 $450,000,000 2 $313,891,000*(4) 2.250% UST due 11/15/2027 2.394% 70 bps $1,247.34
6.850% Debentures due 2026 887315BB4 $28,481,000 3 $6,705,000* 2.250% UST due 11/15/2027 2.394% 120 bps $1,226.16
6.950% Debentures due 2028 887315BM0 $500,000,000 4 $329,979,000*(4) 2.250% UST due 11/15/2027 2.394% 130 bps $1,271.57
6.625% Debentures due 2029 887315BN8 $670,146,000 5 $267,787,000* 2.250% UST due 11/15/2027 2.394% 135 bps $1,265.25
7.625% Debentures due 2031 00184AAC9 $872,361,000 6 $375,810,000* 2.250% UST due 11/15/2027 2.394% 145 bps $1,391.06
7.700% Debentures due 2032 00184AAG0 $929,535,000 7 $522,057,000* 2.250% UST due 11/15/2027 2.394% 150 bps $1,415.52
8.300% Discount Debentures due 2036 887315AZ2 $200,000,000 8 $41,597,000* 2.750% UST due 8/15/2047 2.755% 160 bps $1,489.82
6.500% Debentures due 2036 887317AD7 $527,958,000 9 $135,638,000* 2.750% UST due 8/15/2047 2.755% 165 bps $1,266.78
6.200% Debentures due 2040 887317AE5 $600,000,000 10 $243,134,000 2.750% UST due 8/15/2047 2.755% 170 bps $1,244.53
6.100% Debentures due 2040 887317AH8 $1,000,000,000 11 $540,517,000 2.750% UST due 8/15/2047 2.755% 170 bps $1,232.58
6.250% Debentures due 2041 887317AL9 $1,000,000,000 12 $404,562,000 2.750% UST due 8/15/2047 2.755% 170 bps $1,258.31
 
_______
(1)   Yield to Maturity of the applicable Reference Security, determined in the manner described in the Offer to Purchase at 2:00 P.M., New York City time, on December 18, 2017.
(2) Per $1,000 principal amount of Debentures validly tendered and not validly withdrawn and accepted for purchase in the applicable Offer at or prior to the Early Tender Deadline. In the case of the 8.300% Discount Debentures due 2036 (which were issued at a discount to their full face value), the principal amount used for purposes of determining the Early Tender Premium will be the full face value thereof.
(3) Includes the Early Tender Premium (as defined below) per $1,000 principal amount of Debentures for each Series of Debentures set forth in this table.
(4) The Requisite Consent (as defined below) was received for this Series of Debentures.
* Includes the related Consents.
 

Approximately $1.7 million aggregate principal amount of the Debentures were validly tendered (with Consents validly delivered, if applicable) after 12:00 P.M. (noon), New York City time, on December 21, 2017 (the “Early Tender Deadline”) and at or prior to the Expiration Date. Subject to the terms and conditions of the Offers and the Consent Solicitations, Time Warner accepted for purchase Debentures validly tendered (with Consents validly delivered, if applicable) after the Early Tender Deadline and at or prior to the Expiration Date in an aggregate principal amount equal to $1.7 million and with an aggregate purchase price (including principal and premium, but excluding accrued interest) equal to approximately $2.0 million. The aggregate principal amount of Debentures tendered (with Consents validly delivered, if applicable) at or prior to the Early Tender Deadline and after the Early Tender Deadline and at or prior to the Expiration Date, and not validly withdrawn (or Consents revoked), was approximately $3.5 billion, with an aggregate purchase price (including principal and premium, but excluding accrued interest) equal to approximately $4.5 billion (which price does not exceed the Maximum Purchase Price). In addition, no additional requisite consents to effect the Proposed Amendments, as described in the Offer to Purchase (the “Requisite Consents”), were received. Accordingly, Time Warner will not enter into any additional supplemental indentures.

Holders or beneficial owners of Debentures (the “Holders”) who validly tendered and, if applicable with respect to such Debentures, validly delivered their Consents after the Early Tender Deadline and at or prior to the Expiration Date received consideration, per $1,000 principal amount, equal to the applicable Total Consideration (as set forth above) minus the applicable early tender premium for such Series of Debentures (and related Consents, if applicable), equal to $50 per $1,000 principal amount of such Series of Debentures accepted for purchase (the “Early Tender Premium”). In addition, Holders whose Debentures were accepted for purchase pursuant to the Offers after December 22, 2017 (the early settlement date) also received accrued and unpaid interest from the last interest payment date for the applicable Series of Debentures up to, but not including, the Final Settlement Date.

BofA Merrill Lynch and Citigroup Global Markets Inc. acted as Dealer Managers for the Offers and Solicitation Agents for the Consent Solicitations. D.F. King & Co., Inc. acted as the Tender Agent and Information Agent. Requests for documents may be directed to D.F. King & Co., Inc. at (888) 644-5854 (toll free) or (212) 269-5550 (banks and brokers). Questions regarding the Offers may be directed to BofA Merrill Lynch at (888) 292-0070 and Citigroup Global Markets Inc. at (800) 558-3745.

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities. The solicitation of offers to buy the Debentures was only made pursuant to the terms of the Offer to Purchase and the related Consent and Letter of Transmittal. The Offers were not made in any state or jurisdiction in which such offers would be unlawful. None of Time Warner, the Dealer Managers, the Solicitation Agents or the Tender Agent and Information Agent made any recommendation as to whether or not Holders should tender their Debentures in connection with the Offers or deliver Consents in connection with the Consent Solicitations.

ABOUT TIME WARNER INC.

Time Warner Inc., a global leader in media and entertainment with businesses in television networks and film and TV entertainment, uses its industry-leading operating scale and brands to create, package and deliver high-quality content worldwide on a multi-platform basis.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of Time Warner’s businesses, including the pending merger with AT&T Inc. More detailed information about these factors may be found in filings by Time Warner with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Time Warner is under no obligation, and expressly disclaims any such obligation, to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

Time Warner Inc.
Corporate Communications
Keith Cocozza (212) 484-7482
or
Investor Relations
Jessica Holscott (212) 484-6720
Michael Senno (212) 484-8950

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