Time Warner Inc. Announces Pricing for Cash Tender Offers December 13, 2016
NEW 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Acceptance Priority Levels in the table below, and pay for, Debentures that are validly tendered and not validly withdrawn is limited to as many Debentures as Time Warner can purchase up to (i) $3,000,000,000 aggregate principal amount of the Debentures subject to the Offers (the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to be paid in the Offers for each Series of Debentures for Debentures that were validly tendered and not validly withdrawn in the Offers at or prior to 5:00 p.m., New York City time, on December 12, 2016 (the Early Tender Deadline ) that are accepted for purchase is set forth in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.
Click the image above to view this table at full size
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to be paid in the Offers for each Series of Debentures for Debentures that were validly tendered and not validly withdrawn pursuant to the terms of the Offers has been determined in the manner described in the Offer to Purchase by reference to the applicable Fixed Spread over the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).
Most recent headlines
06/10/2025
France T l visions, France's leading broadcaster, has received the 2025 EBU ...
04/09/2025
Monumental Sports & Entertainment (MSE), in collaboration with Dalet, has been a...
30/08/2025
WASHINGTON The Federal Communications Commission has adopted its FY 2025 Regulatory Fees Order that establishes the regulatory fee rates for the broadcast stati...
29/08/2025
Australian Red Cross and SBS launch training to help workplaces in the fight aga...
29/08/2025
The National Film and Video Foundation (NFVF), an agency of the Department of Sp...
29/08/2025
L3Harris Technologies has concentrated decades of expertise across the entire enterprise to develop affordable and reliable best-of-breed solutions to rapidly c...
29/08/2025
BURBANK, Calif. The CW Network and the Pac-12 Conference have announced a new media rights deal that will extend their broadcast partnership beginning with the ...
29/08/2025
NEW YORK Gracenote has released a new analysis of its global video dataset showing that the number of FAST channels grew nearly 14% from Q1 2025 and 76% since 2...
29/08/2025
SAN JOSE, Calif. Harmonic has announced a series of improvements to its live sports streaming solution that the company said will improve fan engagement, protec...
29/08/2025
NEW YORK and LOS ANGELES Fox Corp. and YouTube TV last night announced a renewal of the full portfolio of Fox networks, including Fox News Channel, Fox Business...
29/08/2025
Budapest, Hungary, August 2025 - The integration of Microsoft Teams Rooms (MTR) with Lightware's Taurus universal matrix switchers delivers a new level of f...
29/08/2025
Frequency, the engine behind many of the world's best-known streaming television channels, today announced it will launch Studio Live, a next-generation uni...
29/08/2025
In an era when AI and cyber resilience are essential, Scality will mark the 10th anniversary of Scality Day on October 16, 2025 in Paris. This flagship global e...
29/08/2025
Disguise's In-House Creative and Technical Teams Pre-Visualised, Programmed and Delivered Content for the Experience, All Powered by EX 3+
Technology solu...
29/08/2025
Disguise will be demonstrating the latest workflows for TV, film and live events on a number of partner booths at the show
Disguise, the industry-leading tech...
29/08/2025
STOCKHOLM, Sweden Accedo will showcase Accedo Compose, its AI agent-powered modular orchestration layer that assists streaming providers in transitioning client...
29/08/2025
LOS ANGELES Cineverse has announced that it is working with Xperi to bring four of its streaming channels to automobiles for the first time as part of the DTS A...
29/08/2025
DALLAS & ATLANTA Gray Media has announced an agreement with the sports streaming service Victory+ to simulcast 17 Dallas Stars NHL games in 15 television market...
29/08/2025
NEW YORK AND CULVER CITY Comcast NBCUniversal and Amazon have announced new and extended distribution agreements that will expand the content available on their...
29/08/2025
FOOTHILL RANCH, Calif. RED Digital Cinema will feature its Cine-Broadcast Module supporting live broadcast workflows during IBC2025, Sept. 12-15, at the RAI Ams...
29/08/2025
29 Aug 2025
Kyivstar Rings Opening Bell at Nasdaq Marking Landmark Listing and ...
29/08/2025
More than half of all NFL games live on Sky for the first timeFriday 29 August 2025
Sky Sports has announced a new three-year deal with the NFL, extending its ...
29/08/2025
Back to All News
RIV4LRIES: The Trailer of the New Series With Samuele Carrino ...
29/08/2025
Get ready for an inspiring and emotional insight into the world of competitive Irish dancing with My Story: Tomi Champion of the World airing on RT 2 this monda...
29/08/2025
RT has today announced that David McCullagh is to be the new presenter of RT Radio 1's flagship Today programme, which airs every weekday at 10am, replaci...
28/08/2025
By Kristin Feeley, Director, Documentary Film & Artist Programs
If you want to tell untold stories, if you want to give voice to the voiceless, you've got ...
28/08/2025
Directed by Steven Bognar and Julia Reichert, Sundance Institute-supported Amer...
28/08/2025
Corridos have been a cornerstone of M sica Mexicana for generations, telling stories rooted in everyday life. Now, a new chapter is taking shape: motivational c...
28/08/2025
Los corridos han sido un pilar de la M sica Mexicana durante generaciones, contando historias enraizadas en la vida cotidiana. Ahora, un nuevo cap tulo est tom...
28/08/2025
Earlier this month, we promised our Verano Forever party would bring the heat, a...
28/08/2025
L3Harris will provide the Polish F-16V fleet with the Viper Shield electronic warfare system as part of an upgrade program....
28/08/2025
Bilbao, August 26, 2025 - AgileTV, an international television and video technol...
28/08/2025
Ken Wilkinson is an Emmy Awards nominated New York audio engineer who specialises in production sound mixing for film, commercial, episodic and documentary work...
28/08/2025
NEW YORK FuboTV today announced that it will launch Fubo Sports, a skinny bundle that focuses on sports with a subscription price of $56 monthly....
28/08/2025
NEVADA City, Calif. At IBC2025, Sept. 12-15 at the RAI Amsterdam, Telestream will debut its new Global Ingest strategy, introducing a next-generation ingest arc...
28/08/2025
Dr. Rhoda Bernard Releases Groundbreaking Debut Book on Accessible Arts Educatio...
28/08/2025
TAG Video Systems, the leader in software-based IP end-to-end workflow monitoring, deep probing, and real-time visualization, has named Oliver Gappa as Sales Di...
28/08/2025
AI-based voice enhancement will be among a series of innovations making their IBC 2025 debut on the DHD stand B46 in Hall 8 at the RAI Amsterdam Convention Cent...
28/08/2025
Telef nica Servicios Audiovisuales (TSA), the leading system integrator and service provider in the media sector in Spain, with the support of Appear, the globa...
28/08/2025
To fully immerse sailing fans in the world's biggest offshore yacht race, production company, Optical Media turned to LiveU's On-site Production solutio...
28/08/2025
Working with Calrec on its most recent overhaul, radio and television broadcaster, WNED has migrated to a fully IP infrastructure with multiple Type R consoles,...
28/08/2025
Cleeng, the Subscriber Retention Management (SRM ) inventor, has unveiled Cleeng Pro, the first-ever direct-to-consumer (D2C) subscription management platform t...
28/08/2025
Zixi, the industry leader in live broadcast-quality video over IP, today announced that French media distribution platform OKAST has selected Zixi to enable rel...
28/08/2025
Solution offers a streamlined, speaker-free architecture to optimize integration with premium external loudspeakers and advanced loudness metering
Nixer Pro Au...
28/08/2025
Cinegy, the premier provider of software-defined television technology, has announced a strategic partnership with Vision One Touch Film Production Services L.L...
28/08/2025
Telestream, a global leader in media workflow technologies, will debut its new Global Ingest strategy at IBC2025, introducing a next-generation ingest architect...
28/08/2025
Tier 1 operator selects Broadpeak to power high-performance, unified CDN solution across Norway, Sweden and Finland
Broadpeak, a leader in streaming and moneti...
28/08/2025
Leading video software provider, Synamedia, today announced that 24 Frames Digital, one of India's leading live event streaming service providers, has chose...
28/08/2025
Meet VisualOn at IBC2025: See What's Next in AI-Powered Video Streaming Join VisualOn at IBC2025 and discover how our AI-driven Optimizer and advanced media...
Time Warner Inc. Announces Pricing for Cash Tender Offers December 13, 2016
