Time Warner Inc. Announces Early Settlement of Tender Offers and Consent Solicitations

Time Warner Inc. Announces Early Settlement of Tender Offers and Consent Solicitations December 22, 2017

NEW YORK - 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Acceptance Priority Level in the table below, and pay for, Debentures that are validly tendered and not validly withdrawn is limited to as many Debentures as Time Warner can purchase up to an aggregate purchase price for the Debentures subject to the Offers (including principal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of Debentures that was validly tendered (with Consents that were validly delivered, if applicable), and not validly withdrawn (or Consents revoked) in the Offers at or prior to 12:00 P.M. (noon), New York City time, on December 21, 2017 (the Early Tender Deadline ), is set forth in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The Company has exercised its option to accept for payment those Debentures that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline.

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were validly tendered (with Consents validly delivered, if applicable) as of the Early Tender Deadline and not validly withdrawn (or Consents revoked).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 o

LINK:	http://www.timewarner.com/newsroom/press-releases/2017/12/22/time-warn...
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