Time Warner Inc. Announces Cash Tender Offers and Consent Solicitations for Debt Securities December 4, 2017NEW YORK, December 4, 2017 - Time Warner Inc. (NYSE:TWX) today announced it has commenced cash tender 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).
In conjunction with certain of the Offers (as defined below), Time Warner has also commenced solicitations (each a Consent Solicitation , and collectively, the Consent Solicitations ) of consents (each a Consent , and, collectively, the Consents ) to amend certain provisions (the Proposed Amendments ) of (i) the indenture, dated as of January 15, 1993 (the 1993 Indenture ), 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), (ii) the indenture, dated as of June 1, 1998, among HTW, as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee (as amended or supplemented), (iii) the indenture, dated as of April 19, 2001 (the 2001 Indenture ), among Time Warner, as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee (as amended or supplemented) or (iv) the indenture, dated as of November 13, 2006 (the 2006 Indenture ), among Time Warner, as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee (as amended or supplemented) (collectively, the Indentures ). The Proposed Amendments would amend the applicable Indenture with respect to the applicable Series of Debentures to, among other things, eliminate substantially all of the restrictive covenants and certain events of default, modify notice requirements for redemption and related provisions contained in the Indentures and, under the 1993 Indenture, provide that any and all guarantees of the applicable Series of Debentures issued under the 1993 Indenture may be released.
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. The Offer to Purchase relates to 12 separate offers (each an Offer , and, collectively, the Offers ), one for each Series of Debentures in the table below. Time Warner's obligation to accept for purchase, based on the Acceptance Priority Levels (as defined below) 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 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 $6,000,000,000 (as such amount may be increased or decreased pursuant to the terms of the Offer to Purchase, the Maximum Purchase Price ). The principal amount of each Series of Debentures currently outstanding is set forth in the column entitled Principal Amount Outstanding in the table below. No Offer is conditioned on any minimum amount of Debentures being tendered, the consummation of any other Offer in respect of any other Series of Debentures or the consummation of any Consent Solicitation. The adoption of the Proposed Amendments with respect to any Indenture or Series of Debentures is not conditioned on the consummation of any other Consent Solicitation or adoption of the Proposed Amendments in respect of any other Indenture or Series of Debentures or obtaining any Requisite Consent (as defined below) with respect to any other Indenture or Series of Debentures.
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 ). Holders or beneficial owners of Debentures (each, a Holder , and, collectively, the Holders ) must validly tender and not validly withdraw their Debentures and, if applicable with respect to such Debentures, validly deliver and not revoke Consents to the Proposed Amendments to the applicable Indenture at or prior to 5:00 P.M., New York City time, on December 15, 2017, 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 Early Tender Deadline ), to be eligible to receive the Total Consideration (as defined below). Holders who validly tender their Debentures and, if applicable, validly deliver their Consents after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the Purchase Price (as defined below). Tendered Debentures may be withdrawn, and delivered Consents may be revoked, at or prior to 5:00 P.M., New York City time, on December 15, 2017 (such time and date, as the same may be extended with respect to one or more Series of Debentures, the Withdrawal Deadline ), by following the procedures described in the Offer to Purchase, but, except as provided therein or required by law, may not thereafter be validly withdrawn or revoked. If there is a Consent Solicitation with respect to a Series of Debentures, then Holders may not tender such Debentures without delivering their Consents pursuant to the related Consent Solicitation and may not deliver Consents without tendering their Debentures pursuant to the related Offer.
____
