Time Warner Inc. (NYSE:TWX) today announced the early settlement
(the “Early 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 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 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not validly withdrawn is limited to as many Debentures as Time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) 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applicable), and not validly withdrawn (or Consents revoked) in the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 12:00 P.M. (noon), New York City time, on
December 21, 2017 (the “Early Tender Deadline”), is set forth in
the table below. The Company has exercised its option to accept for
payment those Debentures that were validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline.
Debentures
CUSIPNumber/CommonCode
Principal Amount
Outstanding
AcceptancePriorityLevel
PrincipalAmountTendered
ReferenceSecurity
Yield toMaturity(1)
FixedSpread
Total
Consideration(2)(3)
9.150% Debentures due 2023 887315AM1 $602,337,000 1
$320,476,000*(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
$313,806,000*(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 $375,808,000* 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 $41,587,000* 2.750% UST due 8/15/2047
2.755% 160 bps $1,489.82 6.500% Debentures due 2036 887317AD7
$527,958,000 9 $135,617,000* 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 $539,017,000
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 $3.5 billion aggregate principal amount of the
Debentures were validly tendered (with Consents validly delivered,
if applicable) as of the Early Tender Deadline and not validly
withdrawn (or Consents revoked). 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) at or prior to the Early Tender
Deadline and not validly withdrawn (or Consents revoked) in an
aggregate principal amount equal to $3.5 billion and 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).
Holders or beneficial owners of Debentures (the “Holders”) who
validly tendered and, if applicable with respect to such
Debentures, validly delivered their Consents at or prior to the
Early Tender Deadline (and who did not validly withdraw their
Debentures (or revoke their Consents, if applicable) prior to 5:00
P.M., New York City time, on December 15, 2017) received
consideration, per $1,000 principal amount, equal to the applicable
Total Consideration (as set forth above) 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 was the full face value
thereof. The Total Consideration included 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 also received accrued and unpaid
interest from the last interest payment date for the applicable
Series of Debentures up to, but not including, the Early Settlement
Date. Holders who validly tender and, if applicable with respect to
such Debentures, validly deliver their Consents (which tendered
Debentures and delivered Consents may not be withdrawn or revoked,
as applicable) after the Early Tender Deadline and at or prior to
the Expiration Date are eligible to receive 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. In addition, Holders
whose Debentures are accepted for purchase pursuant to the Offers
after the Early Settlement Date will also receive 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 (as defined below).
In addition, the requisite consents to effect the Proposed
Amendments with respect to certain Series of Debentures, as
described in the Offer to Purchase (the “Requisite Consents”), have
been received. Accordingly, on December 22, 2017, Time Warner,
certain of its subsidiaries, and The Bank of New York Mellon, as
trustee, executed and delivered the Twelfth Supplemental Indenture
(the “Twelfth Supplemental Indenture”) to the Indenture, dated as
of January 15, 1993, 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
prior to the Twelfth Supplemental Indenture, the “1993
Indenture”).
The Twelfth Supplemental Indenture amends the 1993 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 and provides that any and all
guarantees of the applicable Series of Debentures issued under the
1993 Indenture may be released. The Twelfth Supplemental Indenture
became effective upon execution, but provides that the Proposed
Amendments will not become operative unless Time Warner accepts 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. If
additional Requisite Consents are received as described in the
Offer to Purchase at or prior to the Expiration Date (as defined
below), Time Warner expects to enter into additional supplemental
indentures.
The Twelfth Supplemental Indenture will apply only to each of
the 9.150% Debentures due 2023, the 7.570% Debentures due 2024 and
the 6.950% Debentures due 2028, for which the applicable Requisite
Consents were received.
Each Offer and Consent Solicitation will expire at 11:59 P.M.,
New York City time, on January 2, 2018 (the “Expiration Date”).
Time Warner will purchase any remaining Debentures that have
been validly tendered (with Consents that have been validly
delivered, if applicable) 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,
which is expected to occur on January 3, 2018 (the “Final
Settlement Date”), promptly following the Expiration Date unless
extended by Time Warner. No tenders of Debentures submitted after
the Expiration Date will be valid.
Time Warner may further amend, extend or, subject to certain
conditions and applicable law, terminate each Offer or Consent
Solicitation at any time in its sole discretion. Time Warner’s
obligation to accept for purchase, and pay for, any Debentures that
are validly tendered (with Consents validly delivered, if
applicable) and not validly withdrawn (or Consents revoked) and
accepted for purchase pursuant to the Offers is conditioned on the
satisfaction or waiver by Time Warner of the conditions described
in the Offer to Purchase.
BofA Merrill Lynch and Citigroup Global Markets Inc. are acting
as Dealer Managers for the Offers and Solicitation Agents for the
Consent Solicitations. D.F. King & Co., Inc. is acting 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/20171222005358/en/
Time Warner Inc.Corporate
CommunicationsKeith Cocozza (212) 484-7482orInvestor RelationsJessica Holscott (212)
484-6720Michael Senno (212) 484-8950
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