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Acceptance Priority Level in the table below, and pay for, Debentures that were validly tendered and not validly withdrawn was limited to as many Debentures as Time Warner could purchase up to an aggregate purchase price for the Debentures subject to the Offers (including principal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of Debentures that was validly tendered (with Consents that were validly delivered, if applicable), and not validly withdrawn (or Consents revoked) in the Offers at or prior to the Expiration Date, is set forth in the table below.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
Most recent headlines
09/11/2025
Dalet today announced a transformative leap forward for media operations: Agentic Artificial Intelligence (AI) that unifies the Dalet ecosystem under one natura...
16/10/2025
SVG Sit-Down: FUJIFILM Execs on GFX ETERNA 55 Camera, Importance of Shallow-Dept...
16/10/2025
Squash's Most Ambitious Broadcast Production To Be Deployed at Comcast Busin...
16/10/2025
Main Street Sports Group Inks Deal With Omaha Productions, Launches Original-Con...
16/10/2025
A Historic Precursor? FIFA, HBS, DAZN Offer an Inside Look at Production of FIFA...
16/10/2025
Prime Video Offers Sneak Peak at New NBA on Prime StudioThe massive 13,000-sq-ft, two-story studio features a LED regulation half court and hoopBy Jason Dachman...
16/10/2025
SVG Remote Production Forum Draws Record Crowd for Visit to PGA TOUR Studios, De...
16/10/2025
BitFire's Ben Grafchik on How Growing Cloud Workflows Are Impacting the Live...
16/10/2025
AI technology is advancing quickly, bringing both new creative possibilities and...
16/10/2025
In 2017, Imani Ellis launched CultureCon, a conference that's become a must-attend event for more than 10,000 diverse creatives and Black professionals to c...
16/10/2025
It might still be a little early to break out the tinsel and mistletoe, but Spotify's already queuing up some holiday magic. This year's Spotify Singles...
16/10/2025
Earlier this year, our in-house publishing imprint, Spotify Audiobooks, put out ...
16/10/2025
VAMPIRE has been integrated onto GM Defenses Infantry Squad Vehicle (ISV), providing a mobile solution to effectively and affordably counter small drone threat...
16/10/2025
The AgilePod mounted on the host aircraft....
16/10/2025
60% say infotainment systems are a critical purchasing or leasing consideration,...
16/10/2025
NEW YORK The Broadcasters Foundation of America has launched its 2025 Year-End Giving Campaign, which seeks to raise donations from tax-deductible personal and ...
16/10/2025
Roku has added several new features to its user interface and operating system meant to make it easier to discover and personalize content, the company said....
16/10/2025
NEW YORK CNN has announced that its All Access subscription tier will launch in the U.S. on Oct. 28, providing audiences with a centralized destination for CNN&...
16/10/2025
Student Spotlight: Alan Villanueva The graduate student and saxophonist, who performed on Natalia Lafourcades Latin Grammy-nominated Live at Carnegie Hall alb...
16/10/2025
The XR Sports Alliance (XRSA) has announced the third cohort of members. The new members include Maple Leafs Sports & Entertainment (MLSE), the Vegas Golden Kni...
16/10/2025
NEW YORK The Broadcasters Foundation of America has launched its 2025 Year-End Giving Campaign which seeks to raise donations from tax-deductible personal and c...
16/10/2025
NEW YORK Australia's Nine Network and the NHL today announced a media partnership that will bring the world's premier professional ice hockey league to ...
16/10/2025
Parks Associates has released new data showing that nearly half (45%) of U.S. internet homes watch free ad-supported streaming TV (FAST) services and 89% of U.S...
16/10/2025
TROY, Mich. -New data from J.D. Power's 2025 U.S. Residential Internet Service Provider Study shows that residential wireless internet providers are growing...
16/10/2025
TV's most charming detective drama * Shakespeare & Hathaway: Private Investi...
16/10/2025
Back to All News
Thailand's Legendary Outlaw Returns: Tee Yai: Born to be ...
16/10/2025
Back to All News
Christmas Is Just Around The Corner: Home For Christmas Season...
16/10/2025
Back to All News
Trist n Ulloa Stars in El crimen de Pazos, the New Netflix Ser...
16/10/2025
ABS Completes Redomiciliation to Dubai Development Authority as Part of Strategi...
16/10/2025
This Saturday October 18 Katja Mia will burst onto the radio airwaves for the first time as she joins 2FM. Katja will be standing in for Bl thnaid Treacy on Sat...
16/10/2025
This October, RT is delighted to support Wexford Festival Opera, Babor International Arts Festival for Children, Open House Dublin and 36 other arts and cultu...
16/10/2025
GeForce NOW is more than just a platform to stream fresh games every week - it offers celebrations for the gamers who make it epic, with member rewards to sweet...
15/10/2025
Across the world, early-career reporters are interrogating systems that shape daily life, from mortuaries and classrooms to the corridors of legal education and...
15/10/2025
St. Louis Blues Pay Tribute to Ozzy Osbourne in New Pregame Open VideoThe NHL franchise worked with production firms 2WEI and 4th Floor CreativeBy Mark J Burns,...
15/10/2025
Cobalt Digital, G3DVu, Proxima Vision, and Telos Alliance Renew Premier Sponsors...
15/10/2025
By Paige Bethmann
Before my grandmother passed away in 2019, I went to visit her in the hospital where she'd been for a few weeks. When I arrived, the nurs...
15/10/2025
Two years ago, Spotify set out to grow the entire publishing industry by making ...
15/10/2025
People turn to DJ for a listening experience that feels personal, dynamic, and j...
15/10/2025
Las personas recurren a DJ para vivir una experiencia de escucha personal, din m...
15/10/2025
Rock legend Bruce Springsteen and luminary actor Jeremy Allen White came togethe...
15/10/2025
At Spotify, we're all about supporting rising talent and helping them connec...
15/10/2025
New SBS Documentary Series THE CANCER KILLERS Premieres 4 November on SBS & SBS ...
15/10/2025
SBS celebrates the Festivals of Lights with bold, illuminating stories across th...
15/10/2025
One of humanity's most profound questions continues: Is there any place in our galaxy suitable for life beyond Earth? NASA intends to find out, with the hel...
15/10/2025
eds3_5_jq(document).ready(function($) { $(#eds_sliderM519).chameleonSlider_2_1({ content_source:......
15/10/2025
Scality, a global leader in cyber-resilient storage software for the AI era, today announced the advancement of its comprehensive AI ecosystem certification pro...
15/10/2025
The Hollywood Professional Association (HPA) today unveiled key highlights of the 2026 HPA Tech Retreat, scheduled for Feb. 15 19 at the Westin Rancho Mirage Go...
15/10/2025
At NAB Show New York 2025 (Stand 244), Interra Systems will showcase the future of media QC, monitoring, and captioning, highlighting its award-winning, AI- and...
15/10/2025
Grass Valley today announced that RMC BFM, part of the CMA-CGM Group and France's third-largest private media group, has chosen Grass Valley's productio...
Time Warner Inc. Announces Expiration and Final Settlement of Tender Offers and Consent Solicitations January 3, 2018
