Time Warner Inc. Announces Pricing for Cash Tender Offers December 13, 2016NEW YORK - Time Warner Inc. (NYSE:TWX) today announced the pricing for its previously announced cash tender offers (the Offers ) to purchase the outstanding debt securities of Time Warner and Historic TW Inc. (including in its capacity as successor by merger to Time Warner Companies, Inc.) set forth in the column entitled Debentures in the table below (collectively, the Debentures , and, each a Series of Debentures). The terms and conditions of the Offers are set forth in an Offer to Purchase (the Offer to Purchase ) and a related 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Acceptance Priority Levels in the table below, and pay for, Debentures that are validly tendered and not validly withdrawn is limited to as many Debentures as Time Warner can purchase up to (i) $3,000,000,000 aggregate principal amount of the Debentures subject to the Offers (the Maximum Principal Amount ) and (ii) 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 $4,000,000,000 (the Maximum Purchase Price ).
The consideration to be paid in the Offers for each Series of Debentures for Debentures that were validly tendered and not validly withdrawn in the Offers at or prior to 5:00 p.m., New York City time, on December 12, 2016 (the Early Tender Deadline ) that are accepted for purchase is set forth in the column entitled Total Consideration in the table below.
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The consideration to be paid in the Offers for each Series of Debentures for Debentures that were validly tendered and not validly withdrawn pursuant to the terms of the Offers has been determined in the manner described in the Offer to Purchase by reference to the applicable Fixed Spread over the applicable Yield to Maturity of the applicable Reference Security , each as set forth in the table above or in the Offer to Purchase, as calculated by Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. at 11:00 a.m., New York City time, on December 13, 2016. Holders or beneficial owners of Debentures (the Holders ) who validly tendered and did not validly withdraw their Debentures at or prior to the Early Tender Deadline are eligible to receive, per $1,000 principal amount, consideration for such Series of Debentures equal to the amount specified in the column entitled Total Consideration in the table above, which includes an early tender premium for such Series of Debentures equal to $30.00 per $1,000 principal amount of such Series of Debentures accepted for purchase (the Early Tender Premium ). In addition, Holders whose Debentures are accepted for purchase pursuant to the Offers will also receive accrued and unpaid interest from the last interest payment date for the applicable Series of Debentures up to, but not including, the settlement date, which is expected to occur on December 14, 2016 (such date, the Early Settlement Date , and such interest with respect to such Series of Debentures, the Accrued Interest ).
As of the Early Tender Deadline, approximately $4.0 billion aggregate principal amount of the Debentures have been validly tendered and not validly withdrawn. Subject to the terms and conditions of the Offers, Time Warner expects that it will accept for purchase Debentures validly tendered and not validly withdrawn at or prior to the Early Tender Deadline in a combined aggregate principal amount equal to $3.0 billion and with an aggregate purchase price (including principal and premium, but excluding Accrued Interest) equal to approximately $3.9 billion (which price does not exceed the Maximum Purchase Price). Because the aggregate principal amount of Debentures validly tendered and not validly withdrawn pursuant to the Offers as of the Early Tender Deadline exceeded the Maximum Principal Amount, the amounts of each Series of Debentures set forth in the table above that are purchased in the Offers on the Early Settlement Date will be determined in accordance with the acceptance priority levels and proration procedures described in the Offer to Purchase so as to not exceed the Maximum Principal Amount. The applicable approximate proration factor for each Series of Debentures is set forth in the column entitled Approximate Proration Factor in the table above.
Time Warner expects to return any Debentures tendered but not accepted for payment promptly after the Early Settlement Date. The Withdrawal Deadline has passed and the Debentures tendered pursuant to the Offers may no longer be withdrawn, unless otherwise required by law.
Each Offer will expire at 11:59 p.m., New York City time, on December 27, 2016. However, because the aggregate principal amount of Debentures validly tendered and not validly withdrawn pursuant to the Offers as of the Early Tender Deadline exceeded the Maximum Principal Amount, no additional Debentures tendered will be accepted under the terms of the Offers.
Time Warner's obligation to accept for purchase, and pay for, any Debentures that are validly tendered and not validly withdrawn and accepted for purchase pursuant to the Offers is
conditioned on the satisfaction or waiver by Time Warner of the conditions described in the Offer to Purchase.
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are acting as Dealer Managers for the Offers. D.F. King & Co., Inc. is acting 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).
