Item 1.01. Entry into a Material Definitive Agreement.
On December 22, 2017, Time Warner Inc. (“Time Warner”) completed the early settlement of the 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) for an aggregate purchase price (including principal and premium, but excluding accrued interest) of $4.5 billion.
|
Debenture
s
|
CUSIP
Number/ Common Code
|
Principal
Amount
Accepted for Purchase
|
Principal Amount Outstanding
After Tender Offer
|
|
|
|
|
|
|
9.150% Debentures due 2023
|
887315AM1
|
$320,476,000
|
$281,861,000
|
|
7.570% Debentures due 2024
|
887315BH1
|
$313,806,000
|
$136,194,000
|
|
6.850% Debentures due 2026
|
887315BB4
|
$6,705,000
|
$21,776,000
|
|
6.950% Debentures due 2028
|
887315BM0
|
$329,979,000
|
$170,021,000
|
|
6.625% Debentures due 2029
|
887315BN8
|
$267,787,000
|
$402,359,000
|
|
7.625% Debentures due 2031
|
00184AAC9
|
$375,808,000
|
$496,553,000
|
|
7.700% Debentures due 2032
|
00184AAG0
|
$522,057,000
|
$407,478,000
|
|
8.300% Discount Debentures due 2036
|
887315AZ2
|
$41,587,000
|
$158,413,000
|
|
6.500% Debentures due 2036
|
887317AD7
|
$135,617,000
|
$392,341,000
|
|
6.200% Debentures due 2040
|
887317AE5
|
$243,134,000
|
$356,866,000
|
|
6.100% Debentures due 2040
|
887317AH8
|
$539,017,000
|
$460,983,000
|
|
6.250% Debentures due 2041
|
887317AL9
|
$404,562,000
|
$595,438,000
|
The Offers 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 delivered, if applicable) at or prior to the Expiration Date on the final settlement date, which is expected to occur on January 3, 2018, subject to certain terms and conditions, including an aggregate purchase price for the Debentures subject to the Offers (including principal and premium, but excluding accrued interest) of no more than $6.0 billion.
In conjunction with the Offers, Time Warner solicited
consents from the holders of certain Series of Debentures to amend certain provisions of the indentures governing such Series of Debentures (the “Proposed Amendments”). As of December 22, 2017, t
he requisite consents to effect the Proposed Amendments with respect to certain Series of Debentures, as described in the Offer to Purchase and Consent Solicitation Statement dated December 4, 2017 (the “Requisite Consents”), were received. Accordingly, on December 22, 2017,
Time Warner, HTW (including in its capacity as successor by merger to TWCI), Historic AOL LLC, a Delaware limited liability company (“AOL”), Turner Broadcasting System, Inc., a Georgia corporation (“TBS”), and Home Box Office, Inc., a Delaware corporation (“HBO”),
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 to TWCI), as issuer, Time Warner, AOL, TBS, HBO 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, which modified only the terms of the
9.150% Debentures due 2023
, the
7.570% Debentures due 2024
and the
6.950% Debentures due 2028
,
(a)
deleted from the 1993 Indenture:
(i)
Section 501, “Events of Default” (subsections (3), (4), (5), and (8) thereof);
(ii)
Section 704, “Reports by Company”;
(iii)
Section 801, “Company may Consolidate, etc. only on Certain Terms”;
(iv)
Section 1006, “Limitation on Liens”; and
(v)
Section 1007, “Limitation on Senior Debt”;
|
(b)
|
modified Section 802 by deleting “in accordance with Section 801”;
|
|
(c)
|
modified Section 1004 by restating such Section in its entirety as follows: “The Company shall comply with Section 314(a)(4) of the Trust Indenture Act if required to do so pursuant to the Trust Indenture Act.”; and
|
|
(d)
|
provided that any and all guarantees under the 1993 Indenture may be released at any time at HTW’s discretion.
|
The Twelfth Supplemental Indenture became effective on December 22, 2017. A copy of the Twelfth Supplemental Indenture is attached hereto as Exhibit 4.1.
The foregoing description of the
Twelfth Supplemental Indenture
set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the
Twelfth Supplemental Indenture
, which is incorporated by reference in this Item 1.01.