Time Warner Inc. (NYSE:TWX) today announced it has commenced
cash tender 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).
In conjunction with certain of the Offers (as defined below),
Time Warner has also commenced solicitations (each a “Consent
Solicitation”, and collectively, the “Consent Solicitations”) of
consents (each a “Consent”, and, collectively, the “Consents”) to
amend certain provisions (the “Proposed Amendments”) of (i) the
indenture, dated as of January 15, 1993 (the “1993 Indenture”),
among HTW (in its capacity as successor by merger to TWCI), as
issuer, the guarantors party thereto and The Bank of New York
Mellon, as trustee (as amended or supplemented), (ii) the
indenture, dated as of June 1, 1998, among HTW, as issuer, the
guarantors party thereto and The Bank of New York Mellon, as
trustee (as amended or supplemented), (iii) the indenture, dated as
of April 19, 2001 (the “2001 Indenture”), among Time Warner, as
issuer, the guarantors party thereto and The Bank of New York
Mellon, as trustee (as amended or supplemented) or (iv) the
indenture, dated as of November 13, 2006 (the “2006 Indenture”),
among Time Warner, as issuer, the guarantors party thereto and The
Bank of New York Mellon, as trustee (as amended or supplemented)
(collectively, the “Indentures”). The Proposed Amendments would
amend the applicable Indenture with respect to the applicable
Series of Debentures to, among other things, eliminate
substantially all of the restrictive covenants and certain events
of default, modify notice requirements for redemption and related
provisions contained in the Indentures and, under the 1993
Indenture, provide that any and all guarantees of the applicable
Series of Debentures issued under the 1993 Indenture may be
released.
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. The Offer to Purchase relates to
12 separate offers (each an “Offer”, and, collectively, the
“Offers”), one for each Series of Debentures in the table below.
Time Warner’s obligation to accept for purchase, based on the
Acceptance Priority Levels (as defined below) set forth in the
column entitled “Acceptance Priority Levels” in the table below,
and pay for, Debentures that are validly tendered and not validly
withdrawn is limited to as many Debentures as Time Warner can
purchase up to an aggregate purchase price for the Debentures
subject to the Offers (including principal and premium, but
excluding Accrued Interest (as defined below)) of no more than
$6,000,000,000 (as such amount may be increased or decreased
pursuant to the terms of the Offer to Purchase, the “Maximum
Purchase Price”). The principal amount of each Series of Debentures
currently outstanding is set forth in the column entitled
“Principal Amount Outstanding” in the table below. No Offer is
conditioned on any minimum amount of Debentures being tendered, the
consummation of any other Offer in respect of any other Series of
Debentures or the consummation of any Consent Solicitation. The
adoption of the Proposed Amendments with respect to any Indenture
or Series of Debentures is not conditioned on the consummation of
any other Consent Solicitation or adoption of the Proposed
Amendments in respect of any other Indenture or Series of
Debentures or obtaining any Requisite Consent (as defined below)
with respect to any other Indenture or Series of Debentures.
Each Offer and Consent Solicitation will expire at 11:59 P.M.,
New York City time, on January 2, 2018, unless extended or unless
such Offer or Consent Solicitation is earlier terminated (such time
and date, as the same may be extended with respect to one or more
Series of Debentures, the “Expiration Date”). Holders or beneficial
owners of Debentures (each, a “Holder”, and, collectively, the
“Holders”) must validly tender and not validly withdraw their
Debentures and, if applicable with respect to such Debentures,
validly deliver and not revoke Consents to the Proposed Amendments
to the applicable Indenture at or prior to 5:00 P.M., New York City
time, on December 15, 2017, unless extended or unless such Offer or
Consent Solicitation is earlier terminated (such time and date, as
the same may be extended with respect to one or more Series of
Debentures, the “Early Tender Deadline”), to be eligible to receive
the Total Consideration (as defined below). Holders who validly
tender their Debentures and, if applicable, validly deliver their
Consents after the Early Tender Deadline and at or prior to the
Expiration Date will be eligible to receive only the Purchase Price
(as defined below). Tendered Debentures may be withdrawn, and
delivered Consents may be revoked, at or prior to 5:00 P.M., New
York City time, on December 15, 2017 (such time and date, as the
same may be extended with respect to one or more Series of
Debentures, the “Withdrawal Deadline”), by following the procedures
described in the Offer to Purchase, but, except as provided therein
or required by law, may not thereafter be validly withdrawn or
revoked. If there is a Consent Solicitation with respect to a
Series of Debentures, then Holders may not tender such Debentures
without delivering their Consents pursuant to the related Consent
Solicitation and may not deliver Consents without tendering their
Debentures pursuant to the related Offer.
Debentures
CUSIP Number/ Common
Code
Principal Amount
Outstanding
Acceptance
PriorityLevel
Early Tender
Premium(1)
Reference
Security
Bloomberg Reference
Page
Fixed
Spread
Hypothetical Total
Consideration(3)(4)(5)
9.150% Debentures due 2023 887315AM1 $602,337,000 1 $50
(2)
2.000% UST due 11/30/2022 FIT 1 70 bps $1,297.76 7.570% Debentures
due 2024 887315BH1 $450,000,000 2 $50
(2) 2.250% UST due
11/15/2027 FIT 1 70 bps $1,248.22 6.850% Debentures due 2026
887315BB4 $28,481,000 3 $50
(2) 2.250% UST due 11/15/2027 FIT
1 120 bps $1,227.06 6.950% Debentures due 2028 887315BM0
$500,000,000 4 $50
(2) 2.250% UST due 11/15/2027 FIT 1 130
bps $1,272.62 6.625% Debentures due 2029 887315BN8 $670,146,000 5
$50
(2) 2.250% UST due 11/15/2027 FIT 1 135 bps $1,266.37
7.625% Debentures due 2031 00184AAC9 $872,361,000 6 $50
(2)
2.250% UST due 11/15/2027 FIT 1 145 bps $1,392.40 7.700% Debentures
due 2032 00184AAG0 $929,535,000 7 $50
(2) 2.250% UST due
11/15/2027 FIT 1 150 bps $1,416.94 8.300% Discount Debentures due
2036 887315AZ2 $200,000,000 8 $50
(2) 2.750% UST due
8/15/2047 FIT 1 160 bps $1,485.90 6.500% Debentures due 2036
887317AD7 $527,958,000 9 $50
(2) 2.750% UST due 8/15/2047 FIT
1 165 bps $1,263.13 6.200% Debentures due 2040 887317AE5
$600,000,000 10 $50 2.750% UST due 8/15/2047 FIT 1 170 bps
$1,240.51 6.100% Debentures due 2040 887317AH8 $1,000,000,000 11
$50 2.750% UST due 8/15/2047 FIT 1 170 bps $1,228.55 6.250%
Debentures due 2041 887317AL9 $1,000,000,000 12 $50 2.750% UST due
8/15/2047 FIT 1 170 bps $1,254.14 _______ (1) 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; included in Total
Consideration. 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. (2) Includes a
consent fee for the related Consent Solicitation. (3) Per $1,000
principal amount of Debentures. 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 Purchase Price, Early Tender Premium and Total Consideration
will be the full face value thereof. (4) Includes the Early Tender
Premium (as defined below) per $1,000 principal amount of
Debentures for each Series of Debentures as set forth in this
table. (5) Hypothetical Total Consideration at 2:00 P.M., New York
City time, on December 4, 2017, and assuming an Early Settlement
Date (as defined below) of December 19, 2017.
The amount of Debentures of each Series of Debentures that are
purchased on the applicable Settlement Date (as defined below) will
be determined in accordance with the Acceptance Priority Levels set
forth in the column entitled “Acceptance Priority Levels” in the
table above (each, an “Acceptance Priority Level”, and,
collectively, the “Acceptance Priority Levels”), with 1 being the
highest Acceptance Priority Level and 12 being the lowest
Acceptance Priority Level.
All Debentures validly tendered and not validly withdrawn at or
prior to the Early Tender Deadline having a higher Acceptance
Priority Level will, subject to the Maximum Purchase Price, be
accepted before any Debentures validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline having a lower
Acceptance Priority Level are accepted pursuant to the Offers, and
all Debentures validly tendered and not validly withdrawn after the
Early Tender Deadline and at or prior to the Expiration Date having
a higher Acceptance Priority Level will, subject to the Maximum
Purchase Price, be accepted before any Debentures validly tendered
and not validly withdrawn after the Early Tender Deadline and at or
prior to the Expiration Date having a lower Acceptance Priority
Level are accepted pursuant to the Offers. However, Debentures
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline will, subject to the Maximum Purchase Price, be
accepted for purchase in priority to other Debentures validly
tendered and not validly withdrawn after the Early Tender Deadline
and at or prior to the Expiration Date, even if such Debentures
validly tendered and not validly withdrawn after the Early Tender
Deadline and at or prior to the Expiration Date have a higher
Acceptance Priority Level than Debentures validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline.
If purchasing all the validly tendered Debentures of an
applicable Acceptance Priority Level on the applicable Settlement
Date would cause the Maximum Purchase Price to be exceeded on such
Settlement Date, Time Warner will accept such Debentures on a pro
rata basis, to the extent any Debentures of such Acceptance
Priority Level are accepted for purchase, so as to not exceed the
Maximum Purchase Price. In the event of any proration of a Series
of Debentures, if there is a Consent Solicitation with respect to
such Series of Debentures, the Consents delivered with respect to
such Series of Debentures shall be null and void. If, as a result
of Time Warner’s pro rata acceptance of tendered Debentures of any
Series, Time Warner would be required to accept from one or more
tendering Holders Debentures of any Series in a principal amount
that is not an integral multiple of $1,000, Time Warner will round
the principal amount of the prorated Series of Debentures down to
the nearest integral multiple of $1,000.
Furthermore, if the aggregate purchase price (including
principal and premium, but excluding Accrued Interest) of
Debentures validly tendered and not validly withdrawn at or prior
to the Early Tender Deadline equals or exceeds the Maximum Purchase
Price, Holders who validly tender and do not validly withdraw
Debentures after the Early Tender Deadline and at or prior to the
Expiration Date will not have any such Debentures accepted for
payment regardless of the Acceptance Priority Level of such
Debentures. As such, there can be no assurance that any or all
tendered Debentures of a given Acceptance Priority level will be
accepted for purchase.
Subject to the terms and conditions of the Offers and the
Consent Solicitations, Holders who validly tender and do not
validly withdraw their Debentures and, if applicable, validly
deliver and do not revoke their Consents at or prior to the Early
Tender Deadline will be eligible to receive consideration, per
$1,000 principal amount, equal to the applicable “Total
Consideration” for such Series of Debentures. 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 Total Consideration and Early Tender
Premium will be the full face value thereof. The applicable Total
Consideration will be determined in the manner described in the
Offer to Purchase by reference to the applicable fixed spread for
such Series of Debentures set forth in the column entitled “Fixed
Spread” in the table above, over the applicable yield based on the
bid side price of the U.S. Treasury Security set forth for such
Series of Debentures in the column entitled “Reference Security” in
the table above, as calculated by the Dealer Managers at 2:00 P.M.,
New York City Time, on December 18, 2017. The Total Consideration
includes the applicable early tender premium for such Series of
Debentures set forth in the column entitled “Early Tender Premium”
the table above. Holders must validly tender and not validly
withdraw their Debentures and, if applicable with respect to such
Debentures, must validly deliver and not revoke their Consents at
or prior to the Early Tender Deadline in order to be eligible to
receive the Total Consideration for such Debentures purchased
pursuant to the Offers. Subject to the terms and conditions of the
Offers and the Consent Solicitations, Holders who validly tender
and do not validly withdraw their Debentures and, if applicable
with respect to such Debentures, validly deliver and do not revoke
their Consents after the Early Tender Deadline and at or prior to
the Expiration Date will be entitled to receive consideration, per
$1,000 principal amount, equal to the applicable Total
Consideration less the applicable Early Tender Premium (the
“Purchase Price”) for such Series of Debentures. 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 Purchase Price will be the full face
value thereof. In each case, such Holders will also be entitled to
receive accrued and unpaid interest from the last interest payment
date for the applicable Series of Debentures up to, but not
including, the applicable Settlement Date, if and when the
applicable Debentures are accepted for payment (such interest with
respect to such Series of Debentures, the “Accrued Interest”).
Time Warner intends to execute a supplement to each Indenture
(each, a “Supplemental Indenture”) with the applicable trustee with
respect to the Proposed Amendments to the applicable Indenture if
the requisite consents to effect such Proposed Amendments are
received, as described in the Offer to Purchase (the “Requisite
Consents”). With respect to each of the 9.150% Debentures due 2023,
the 7.570% Debentures due 2024, the 6.850% Debentures due 2026, the
6.950% Debentures due 2028 and the 8.300% Discount Debentures due
2036, the applicable Supplemental Indenture will apply only to each
such Series of Debentures for which the applicable Requisite
Consents were received. With respect to the 6.625% Debentures due
2029, the Supplemental Indenture will apply only to the 6.625%
Debentures due 2029. With respect to the 7.625% Debentures due 2031
and the 7.700% Debentures due 2032, the Supplemental Indenture will
apply to all outstanding securities that were issued under the 2001
Indenture. With respect to the 6.500% Debentures due 2036, the
Supplemental Indenture will apply to all outstanding securities
that were issued under the 2006 Indenture.
Time Warner reserves the right, but is under no obligation, at
any point following the Early Tender Deadline and before the
Expiration Date, to accept Debentures that have been validly
tendered (with Consents that have been validly delivered, if
applicable) and not validly withdrawn (or Consents revoked) for
purchase on a date determined at Time Warner’s option (such date,
if any, the “Early Settlement Date”). The Early Settlement Date, if
any, is expected to occur on December 19, 2017. If Time Warner
chooses to exercise its option to have an Early Settlement Date,
Time Warner will purchase any remaining Debentures that have been
validly tendered (with Consents that have been validly delivered,
if applicable) and not validly withdrawn (or Consents revoked)
after the Early Tender Deadline and at or prior to the Expiration
Date, subject to the Maximum Purchase Price, the application of the
Acceptance Priority Levels and all conditions to the Offers and the
Consent Solicitations having been satisfied or waived by Time
Warner, on the Final Settlement Date (as defined below). If Time
Warner chooses not to exercise its option to have an Early
Settlement Date, Time Warner will purchase all Debentures that have
been validly tendered (with Consents that have been validly
delivered, if applicable) and not validly withdrawn (or Consents
revoked) at or prior to the Expiration Date, subject to the Maximum
Purchase Price, the application of the Acceptance Priority Levels
and all conditions to the Offers and the Consent Solicitations
having been satisfied or waived by Time Warner, on the Final
Settlement Date. The Final Settlement Date is expected to occur
promptly following the Expiration Date on January 3, 2018 (the
“Final Settlement Date”, and each of the Early Settlement Date and
the Final Settlement Date a “Settlement Date”), unless extended by
Time Warner. No tenders of Debentures submitted after the
Expiration Date will be valid.
Each Supplemental Indenture will become effective upon
execution, but will provide that the Proposed Amendments will not
become operative unless we accept the applicable Debentures
satisfying the Requisite Consent required for purchase in the
applicable Offer. In the event of any proration of a Series of
Debentures, if there is a Consent Solicitation with respect to such
Series of Debentures, the Consents delivered with respect to such
Series of Debentures shall be null and void. Additionally, if an
Offer or the related Consent Solicitation is terminated or
withdrawn, the related Indenture will remain in effect in its
present form unless the Requisite Consents with respect to the
Proposed Amendments to such Indenture are otherwise obtained. The
Proposed Amendments constitute a single proposal with respect to
each applicable Series of Debentures, and a consenting Holder must
deliver a Consent to the Proposed Amendments as an entirety and may
not consent selectively with respect to certain of the Proposed
Amendments.
Time Warner may amend, extend or, subject to certain conditions
and applicable law, terminate each Offer or Consent Solicitation at
any time in its sole discretion.
BofA Merrill Lynch and Citigroup Global Markets Inc. will act as
Dealer Managers for the Offers and Solicitation Agents for the
Consent Solicitations. D.F. King & Co., Inc. will act 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. Copies of the
Offer to Purchase and the Consent and Letter of Transmittal, along
with any amendments and supplements thereto, may be obtained for
free at www.dfking.com/twx.
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 is only being made pursuant to the
terms of the Offer to Purchase and the related Consent and Letter
of Transmittal. The Offers are not being 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 is making 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20171204006188/en/
Time Warner Inc.Corporate
CommunicationsKeith Cocozza (212) 484-7482orInvestor RelationsJessica Holscott (212)
484-6720orMichael Senno (212) 484-8950
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