Time Warner Inc. Announces Pricing for Cash Tender Offers
14/12/2016
NEW YORK - 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. (including in its capacity as successor by merger to Time Warner Companies, Inc.) set forth in the column entitled Debentures in the table below (collectively, the Debentures , and, each a Series of Debentures). The terms and conditions of the Offers are set forth in an Offer to Purchase (the Offer to Purchase ) and a related 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Acceptance Priority Levels in the table below, and pay for, Debentures that are validly tendered and not validly withdrawn is limited to as many Debentures as Time Warner can purchase up to (i) $3,000,000,000 aggregate principal amount of the Debentures subject to the Offers (the Maximum Principal Amount ) and (ii) 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 $4,000,000,000 (the Maximum Purchase Price ).
The consideration to be paid in the Offers for each Series of Debentures for Debentures that were validly tendered and not validly withdrawn in the Offers at or prior to 5:00 p.m., New York City time, on December 12, 2016 (the Early Tender Deadline ) that are accepted for purchase is set forth in the column entitled Total Consideration in the table below.
Click the image above to view this table at full size
The consideration to be paid in the Offers for each Series of Debentures for Debentures that were validly tendered and not validly withdrawn pursuant to the terms of the Offers has been determined in the manner described in the Offer to Purchase by reference to the applicable Fixed Spread over the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 Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. at 11:00 a.m., New York City time, on December 13, 2016. Holders or beneficial owners of Debentures (the Holders ) who validly tendered and did not validly withdraw their Debentures at or prior to the Early Tender Deadline are eligible to receive, per $1,000 principal amount, consideration for such Series of Debentures equal to the amount specified in the column entitled Total Consideration in the table above, which includes an early tender premium for such Series of Debentures equal to $30.00 per $1,000 principal amount of such Series of Debentures accepted for purchase (the Early Tender Premium ). In addition, Holders whose Debentures are accepted for purchase pursuant to the Offers 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 settlement date, which is expected to occur on December 14, 2016 (such date, the Early Settlement Date , and such interest with respect to such Series of Debentures, the Accrued Interest ).
As of the Early Tender Deadline, approximately $4.0 billion aggregate principal amount of the Debentures have been validly tendered and not validly withdrawn. Subject to the terms and conditions of the Offers, Time Warner expects that it will accept for purchase Debentures validly tendered and not validly withdrawn at or prior to the Early Tender Deadline in a combined aggregate principal amount equal to $3.0 billion and with an aggregate purchase price (including principal and premium, but excluding Accrued Interest) equal to approximately $3.9 billion (which price does not exceed the Maximum Purchase Price). Because the aggregate principal amount of Debentures validly tendered and not validly withdrawn pursuant to the Offers as of the Early Tender Deadline exceeded the Maximum Principal Amount, the amounts of each Series of Debentures set forth in the table above that are purchased in the Offers on the Early Settlement Date will be determined in accordance with the acceptance priority levels and proration procedures described in the Offer to Purchase so as to not exceed the Maximum Principal Amount. The applicable approximate proration factor for each Series of Debentures is set forth in the column entitled Approximate Proration Factor in the table above.
Time Warner expects to return any Debentures tendered but not accepted for payment promptly after the Early Settlement Date. The Withdrawal Deadline has passed and the Debentures tendered pursuant to the Offers may no longer be withdrawn, unless otherwise required by law.
Each Offer will expire at 11:59 p.m., New York City time, on December 27, 2016. However, because the aggregate principal amount of Debentures validly tendered and not validly withdrawn pursuant to the Offers as of the Early Tender Deadline exceeded the Maximum Principal Amount, no additional Debentures tendered will be accepted under the terms of the Offers.
Time Warner's obligation to accept for purchase, and pay for, any Debentures that are validly tendered and not validly withdrawn 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.
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are acting as Dealer Managers for the Offers. 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).
LINK: | http://www.timewarner.com/newsroom/press-releases/2016/12/14/time-warn... |
See more stories from timewarner |
Most recent headlines
04/08/2024
Dalet Appoints Santiago Solanas as CEO to Lead Next Era of Growth and Innovation
Dalet, a leading technology and service provider for media-rich organizations, is excited to announce Santiago Solanas as its new Chief Executive Officer (CEO)....
03/06/2024
Dalet and Veritone Reach Agreement to Distribute, Transact and Monetize Media Archives
Dalet, a leading technology and service provider for media-rich organizations, a...
19/05/2024
TV Techs Weekly Product Wrap-Up
Missed any of our product coverage during your busy week? The TV Tech weekly product and services news wrap-up provides links to all of our coverage from May 13...
19/05/2024
The CW Shares Its 2024-2025 Lineup
LeVar Burton will host the new game show Trivial Pursuit on The CW, while Raven-Symon will host Scrabble....
19/05/2024
Biden, Trump Agree to Debates on CNN, ABC
President Joe Biden and former President Donald Trump have agreed to debates, set for June 27 on CNN and September 10 on ABC....
19/05/2024
End of the Line for Young Sheldon' on May 16
Young Sheldon signs off after seven seasons on CBS, when the series finale airs Thursday, May 18. Jim Parsons and Mayim Bialik reprise their roles as Sheldon Co...
18/05/2024
If Bundling Is Back, What's the Ideal Bundle?
PORTSMOUTH, N.H. Bundling is back in a big way, with all the major streaming companies and many pay TV operators exploring ways to simplify the consumer experie...
18/05/2024
FCC to Vote on LPTV Rules during June Open Meeting
WASHINGTON, D.C. Federal Communications Commission Chairwoman Jessica Rosenworcel has announced a tentative agenda for the June Open Commission Meeting schedule...
18/05/2024
Matthews Launches New Multipurpose Grip Rail Telescopic Grid Pipe Solution
Matthews Studio Equipment has introduced Grip Rail, which the company said offers a better way to mount equipment on location, in the studio, or on the fly....
18/05/2024
IAB Tech Labs, Google Partner on New First Party Data Solution
In a notable development in the industry-wide effort to address privacy concerns while improving efficacy of marketing efforts in a cookieless ad landscape, IAB...
18/05/2024
TV Tech Weekly Product Wrap-Up
Missed any of our product coverage during your busy week? The TV Tech weekly product and services news wrap-up provides links to all of our coverage from May 13...
18/05/2024
DHD Elevates the Art of Podcast Production
DHD Elevates the Art of Podcast Production Brie Clayton May 17, 2024 0 Comments Hero image: the DHD DX2 base and expansion modules Latest-generation ...
17/05/2024
Aerojet Rocketdyne's Camden Site Leverages Modernization Investments to Accelerate Solid Rocket Motor Production
Aerojet Rocketdyne has worked to modernize facilities at its Camden, Arkansas, l...
17/05/2024
FCC Plans to Revise LPTV Rules
The FCC has issued a Notice of Proposed Rulemaking (NPRM) that would revise rules governing low power TV stations (LPTV) in a number of areas, including online ...
17/05/2024
Demystifying Post-Production: Introducing Cinema 4D Particles Week 4
Demystifying Post-Production: Introducing Cinema 4D Particles Week 4 Brie Clayton May 17, 2024 0 Comments With the spring release of Maxon One, we...
17/05/2024
Takashi Yamazaki Film Godzilla Minus One Graded with DaVinci Resolve Studio
Takashi Yamazaki Film Godzilla Minus One Graded with DaVinci Resolve Studio Brie Clayton May 17, 2024 0 Comments Hero image credit: 2023 TOHO CO., LT...
17/05/2024
Sterling Event Group Streamlines Live Event Productions with AJA
Sterling Event Group Streamlines Live Event Productions with AJA Brie Clayton May 17, 2024 0 Comments Live event productions only happen once, which ...
17/05/2024
Meet the product manager
Muster Ngobi, product manager at LYNX Technik tells TVBEurope how the ever-evolving media industry provides a truly dynamic working environment By Matthew Corr...
17/05/2024
TV, Streaming Schedule for 2024 NFL Regular Season Is Released
NEW YORK As declines in linear TV viewing make the ongoing popularity of live sports, particularly football, central to financial success of the TV industry, th...
17/05/2024
Netflix Ad Tier Hits 40M Monthly Active Users
During Netflixs second Upfront presentation to advertisers, Amy Reinhard, Netflix's president of advertising, walked advertisers through the continued growt...
17/05/2024
Scripps Promotes Jeff Kiernan to VP, Local News
CINCINNATI The E.W. Scripps Company has added to its leadership team for news by promoting Jeff Kiernan a veteran journalist and general manager of Scripps'...
17/05/2024
Survey: New Disney-Fox-WBD Sports Streamer May Hurt Pay TV Sub Counts
Top executives from Disney, Fox and Warner Bros. Discovery have consistently insisted that their joint venture to launch the Venu Sports streaming bundle in the...
17/05/2024
Caitlin Clark's WNBA Debut Set Viewing Records
ESPN has announced that its coverage of Caitlin Clark's WNBA debut in the Indiana Fever versus the Connecticut Sun season opener was the most-watched WNBA g...
17/05/2024
ATEM Mini Extreme ISO switcher and Blackmagic Pocket Cinema Camera 4K
ATEM Mini Extreme ISO switcher and Blackmagic Pocket Cinema Camera 4K Brie Clayton May 16, 2024 0 Comments Blackmagic Design announced today that Yoic...
17/05/2024
Pixomondo's Virtual Production Academy Expands with Programs at Sony PCL, Vook, and Vancouver Film School
Pixomondo's Virtual Production Academy Expands with Programs at Sony PCL, Vo...
17/05/2024
WBD Upfront Show Offers Peeks at House of the Dragon,' White Lotus,' Biden-Trump Debate
The Warner Bros. Discovery upfront presentation took place Wednesday, May 15 at ...
17/05/2024
The Black Keys, Jelly Roll, Kate Hudson Set To Perform on The Voice' Finale
Season 25 of The Voice wraps on NBC Tuesday, May 21, with performances from The Black Keys, Jelly Roll, Kate Hudson, Lainey Wilson, Muni Long, Thomas Rhett and ...
17/05/2024
CNN Boss Mark Thompson's Plan Includes More News in More Categories on More Devices (Upfronts)
New CNN CEO Mark Thompson spelled out his plan for the struggling news network d...
17/05/2024
Netflix To Launch In-House Advertising Tech Platform
Netflix, a newcomer to the advertising business, said it plans to launch an in-house advertising technology platform....
17/05/2024
Netflix Plots TV Takeover at Upfront Presentation
Netflix shared some programming projects at an upfront presentation in New York. Those include the basketball-themed comedy series Running Point, a Mindy Kaling...
17/05/2024
Plex Geek Week Sale Offers 20% Off Plex Lifetime Pass
Plex is offering movie and music collectors a 20% discount off its Lifetime Plex Pass as part of its Geek Week sale....
17/05/2024
GroupM Names Toby Jenner as President, GroupM Clients
Giant media buyer GroupM said it named Toby Jenner as global president, Group M Clients, a new position at the company....
17/05/2024
Clients of Independent Agencies Boost Programmatic Buying
Smaller advertisers are increasingly buying connected TV programmatically, according to a new report from FreeWheel, Comcast's ad-tech unit....
17/05/2024
TCLtvPlus Adds Streaming Music Channels From Vevo
TCLtvPlus, the streaming app on smart TVs made by TCL, has added live linear channel from music-video programmer Vevo....
17/05/2024
StackAdapt Adopts Data From Samba TV for Programmatic Campaigns
StackAdapt said it made a deal to integrate data from Samba TV into its programmatic advertising platform....
17/05/2024
Tonight on House of Zwide: Dorothy is blown away by Ona's sketches for her wedding dress
Tonight on House of Zwide: Dorothy is blown away by Ona's sketches for her w...
17/05/2024
Tonight on Scandal: Dintle has a visit from her past that leaves her very unsettled
Tonight on Scandal: Dintle has a visit from her past that leaves her very unsett...
17/05/2024
Save Time and Money with WO Traffic v24.0
WO Traffic provides a solid foundation from which stations can manage, execute, and scale end-to-end ad trafficking and sales, both today and into the future. W...
17/05/2024
Broadcast Innovation in India: How AI and Automated Production Helps Smaller Sports Grow
Broadcast Innovation in India: How AI and Automated Production Helps Smaller Spo...
17/05/2024
SVG Sports Cloud Production Forum Gives Refresher Course on Cloud-Based Tools, Ecosystem
SVG Sports Cloud Production Forum Gives Refresher Course on Cloud-Based Tools, E...
17/05/2024
WNBA Tip-Off 2024: Scripps Sports Constructs New Studio for Second Season of WNBA Friday Night Spotlight on ION
WNBA Tip-Off 2024: Scripps Sports Constructs New Studio for Second Season of WNB...
17/05/2024
SVG College Summit 2024: Auburn's War Eagle Productions Breaks Down How They Produce Live Gymnastics Broadcasts
SVG College Summit 2024: Auburn's War Eagle Productions Breaks Down How They...
17/05/2024
Netflix & Shondaland Announce the Song List and Soundtrack for 'Bridgerton' Season 3: Part 1
Back to All News Netflix & Shondaland Announce the Song List and Soundtrack for...
17/05/2024
Skeem Saam: Thursday's episode, 16 May 2024 [video]
Skeem Saam: Thursday's episode, 16 May 2024 [video]Missed an episode of Skeem Saam? No problem! Watch the latest episode of your favourite South African soa...
17/05/2024
Prison Journalism: Letter to my mothers
Prison Journalism: Letter to my mothersThabo Mthembu was incarcerated in Pollsmoor Prison from 2014 to 2019. Read Thabo's story by Thabo Mthembu 17-05-20...
17/05/2024
Paul McCartney becomes UK's first billionaire musician
Paul McCartney becomes UK's first billionaire musicianMusic icon Paul McCartney has become the UK's first billionaire musician, according to the Sunday ...
17/05/2024
Tonight on Smoke and Mirrors: Sakhile advises Tiny against sabotaging Petunia
Tonight on Smoke and Mirrors: Sakhile advises Tiny against sabotaging PetuniaDon't miss Friday, 17 May's riveting episode of South African soapie Smoke ...
17/05/2024
RT'S Operation Transformation comes to a close after 17 seasons
RT has today announced that Operation Transformation (OT) is to end after 17 seasons. As series come to an end each year, RT undertakes an editorial review to...
17/05/2024
Studio One: Your Binaural Beats Lab
By Craig Anderton When I heard about binaural beats, I was interested-I like beats, and I'm into binaural audio. But this has nothing to do with either o...
17/05/2024
May 16, 2024
Scripps Research chemist Donna Blackmond elected to the Royal Society of the U.K. Blackmond's wide-ranging work has shaped origin of life theories, our unde...