Time Warner Inc. Announces Expiration and Final Settlement of Tender Offers and Consent Solicitations January 3, 2018
NEW YORK - Time Warner Inc. (NYSE:TWX) today announced the final settlement (the Final 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 Offers and Consent Solicitations expired at 11:59 P.M., New York City time, on January 2, 2018 (the Expiration Date ).
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Acceptance Priority Level in the table below, and pay for, Debentures that were validly tendered and not validly withdrawn was limited to as many Debentures as Time Warner could purchase up to an aggregate purchase price for the Debentures subject to the Offers (including principal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of Debentures that was validly tendered (with Consents that were validly delivered, if applicable), and not validly withdrawn (or Consents revoked) in the Offers at or prior to the Expiration Date, is set forth in the table below.
Approximately $1.7 million aggregate principal amount of the Debentures were validly tendered (with Consents validly delivered, if applicable) after 12:00 P.M. (noon), New York City time, on December 21, 2017 (the Early Tender Deadline ) and at or prior to the Expiration Date. 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) after the Early Tender Deadline and at or prior to the Expiration Date in an aggregate principal amount equal to $1.7 million and with an aggregate purchase price (including principal and premium, but excluding accrued interest) equal to approximately $2.0 million. The aggregate principal amount of Debentures tendered (with Consents validly delivered, if applicable) at or prior to the Early Tender Deadline and after the Early Tender Deadline and at or prior to the Expiration Date, and not validly withdrawn (or Consents revoked), was approximately $3.5 billion, 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). In addition, no additional requisite consents to effect the Proposed Amendments, as described in the Offer to Purchase (the Requisite Consents ), were received. Accordingly, Time Warner will not enter into any additional supplemental indentures.
Holders or beneficial owners of Debentures (the Holders ) who validly tendered and, if applicable with respect to such Debentures, validly delivered their Consents after the Early Tender Deadline and at or prior to the Expiration Date received 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 (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 after December 22, 2017 (the early settlement date) also received 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.
BofA Merrill Lynch and Citigroup Global Markets Inc. acted as Dealer Managers for the Offers and Solicitation Agents for the Consent Solicitations. D.F. King & Co., Inc. acted 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.
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 was only made pursuant to the terms of the Offer to Purchase and the related Consent and Letter of Transmittal. The Offers were not 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 made 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-lead
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Time Warner Inc. Announces Expiration and Final Settlement of Tender Offers and Consent Solicitations January 3, 2018
