Time Warner Inc. Announces Early Tender Results for Cash Tender Offers and Consent Solicitations December 21, 2017NEW YORK - Time Warner Inc. (NYSE:TWX) today announced the early tender results as of 12:00 P.M. (noon), New York City time, on December 21, 2017 (the Early Tender Deadline ) for 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). In conjunction with certain of the Offers, Time Warner also announced the results as of the Early Tender Deadline for 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 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Acceptance Priority Level in the table below, and pay for, Debentures that are validly tendered and not validly withdrawn is limited to as many Debentures as Time Warner can purchase up to an aggregate purchase price for the Debentures subject to the Offers (including principal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 ).
Approximately $3.5 billion aggregate principal amount of the Debentures was validly tendered (with Consents validly delivered, if applicable) as of the Early Tender Deadline and not validly withdrawn (or Consents revoked).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if applicable) in the Offers and Consent Solicitations at or prior to the Early Tender Deadline and not validly withdrawn (or Consents revoked) is set forth in the column entitled Principal Amount Tendered in the table below. The consideration to be paid for Debentures that were validly tendered (with Consents that were validly delivered, if applicable) at or prior to the Early Tender Deadline and not validly withdrawn (or Consents revoked) is set forth for each Series of Debentures in the column entitled Total Consideration in the table below. The settlement for the Debentures validly tendered (with Consents validly delivered, if applicable) and not validly withdrawn (or Consents revoked) at or prior to the Early Tender Deadline and accepted for purchase by Time Warner is expected to occur on December 22, 2017 (the Early Settlement Date ).
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 5:00 P.M., New York City time, on December 15, 2017 (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. In addition, Holders whose Debentures are accepted for purchase pursuant to the Offers will receive accrued and unpaid interest from the last interest payment date for the applicable Series of Debentures up to, but not including, the date of purchase.
Subject to the terms and conditions of the Offers and the Consent Solicitations, Time Warner expects that it will accept 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).
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, Time Warner expects that on December 22, 2017, Time Warner, certain of its subsidiaries, and The Bank of New York Mellon, as trustee, will execute and deliver 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 will amend the 1993 Indenture with respect to the applicable Series of Debentures to, among other things, eliminate substantially all of the restrictive covenants
