Time Warner Inc. Announces Extension of Early Tender Deadline for Cash Tender Offers and Consent Solicitations

Time Warner Inc. Announces Extension of Early Tender Deadline for Cash Tender Offers and Consent Solicitations December 18, 2017

NEW YORK - Time Warner Inc. (NYSE:TWX) today announced that it has extended the early tender deadline to 12:00 P.M. (noon), New York City time, on December 21, 2017 (such time and date, as the same may be extended with respect to one or more Series of Debentures, the Early Tender Deadline ), for each 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) and each of its previously announced 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 (as defined below) governing the applicable 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Acceptance Priority Level in the table below, and pay for, Debentures that are validly tendered and not validly withdrawn is limited to as many Debentures as Time Warner can purchase up to an aggregate purchase price for the Debentures subject to the Offers (including principal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 ).

Other than the extensions described above, all other terms and conditions of the Offers and Consent Solicitations, including, without limitation, the Withdrawal Deadline, the Price Determination Date, the Expiration Date and the Final Settlement Date (each as defined below) remain unchanged. The applicable Total Consideration for each Series of Debentures, as described below, will be determined in the manner described in the Offer to Purchase at 2:00 P.M., New York City time, on December 18, 2017 (such time and date, as the same may be extended with respect to one or more Series of Debentures, the Price Determination Date ). Each Offer and Consent Solicitation will expire at 11:59 P.M., New York City time, on January 2, 2018, unless extended or unless such Offer or Consent Solicitation is earlier terminated (such time and date, as the same may be extended with respect to one or more Series of Debentures, the Expiration Date ). Time Warner reserves the right, but is under no obligation, at any point following the Early Tender Deadline and before the Expiration Date, to accept Debentures that have been validly tendered (with Consents that have been validly delivered, if applicable) and not validly withdrawn (or Consents revoked) for purchase on a date determined at Time Warner's option (such date, if any, the Early Settlement Date ). The Early Settlement Date, if any, is expected to occur on December 22, 2017. 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.

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, may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

As of the Withdrawal Deadline, approximately $3,440,557,000 aggregate principal amount of the Debentures was validly tendered (with Consents validly delivered, if applicable) and not validly withdrawn (or Consents revoked). 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 Withdrawal Deadline is set forth in the table below.

Subject to the terms and conditions of the Offers and the Consent Solicitations, 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 the Withdrawal Deadline) are eligible to receive consideration, per $1,000 principal amount, equal to the applicable Total Consideration (as determined in the manner described in the Offer to Purchase) 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 will be the full face value thereof. The Total Consideration includes the applicable early tender premium for such Series of Debentures, equal to $50 per $1,000 principal amount of such Series of Debentures accepted for purchase.

If it is determined that the aggregate purchase price (including principal and premium, but excluding accrued interest) of Debentures validly tendered (with Consents validly delivered, if applicable) at or prior to the Early Tender Deadline and not va

LINK:	http://www.timewarner.com/newsroom/press-releases/2017/12/18/time-warn...
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