Time Warner Inc. (NYSE:TWX) today announced the pricing for 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). In conjunction with certain of the Offers, Time Warner 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 of the indentures governing the applicable Series of Debentures (the "Proposed Amendments"). 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 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), 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. 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"Acceptance Priority Level" in the table below, and pay for, Debentures that are validly tendered and not validly withdrawn is limited to as many Debentures as Time Warner can purchase up to an aggregate purchase price for the Debentures subject to the Offers (including principal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 consideration to be paid for Debentures that are validly tendered (with Consents that are validly delivered, if applicable) and not validly withdrawn (or Consents revoked) in the Offers and Consent Solicitations at or prior to 12:00 P.M. (noon), New York City time, on December 21, 2017 (the "Early Tender Deadline") that are accepted for purchase for each Series of Debentures is set forth in the column entitled "Total Consideration" in the table below.
The deadline to validly withdraw tenders of Debentures and revoke Consents expired at 5:00 P.M., New York City time, on December 15, 2017 (the "Withdrawal Deadline"). Accordingly, Debentures that were already tendered (with Consents validly delivered, if applicable) and not validly withdrawn (or Consents revoked) as of the Withdrawal Deadline, and any additional Debentures that are tendered or Consents that are delivered at or prior to the Expiration Date (as defined below), may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
The consideration to be paid in the Offers and Consent Solicitations for each Series of Debentures for Debentures that are validly tendered (with Consents that are validly delivered, if applicable) and not validly withdrawn (or Consents revoked) pursuant to the terms of the Offers and the Consent Solicitations has been determined in the manner described in the Offer to Purchase by reference to the applicable "Fixed Spread" over the applicable "Yield to Maturity" of the applicable "Reference Security", each as set forth in the table above or in the Offer to Purchase, as calculated by BofA Merrill Lynch and Citigroup Global Markets Inc. at 2:00 P.M., New York City time, on December 18, 2017.
Each Offer and Consent Solicitation will expire at 11:59 P.M., New York City time, on January 2, 2018 (the "Expiration Date"). The final settlement date for each Offer and Consent Solicitation is expected to occur on January 3, 2018 (the "Final Settlement Date"), promptly following the Expiration Date.
Time Warner expects to return any Debentures tendered and Consents delivered but not accepted for payment promptly after the Early Settlement Date or Final Settlement Date, as applicable.
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.
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