SEC Filings

424B3
TURNER BROADCASTING SYSTEM INC filed this Form 424B3 on 11/29/2016
Entire Document
 


Table of Contents

DESCRIPTION OF THE NOTES

We will issue the notes under the indenture referred to in the accompanying prospectus. The following description of the notes offered hereby and the related guarantees supplements the description of the general terms and provisions of the debt securities and related guarantees set forth under “Description of the Debt Securities and the Guarantees” beginning on page 6 in the accompanying prospectus. This description replaces the description of the debt securities and related guarantees in the accompanying prospectus, to the extent of any inconsistency.

Principal Amount; Maturity and Interest

We will issue in this offering $        in aggregate principal amount of our     % Notes due 2027. The notes will mature on                 , 2027. The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

We will pay interest on the notes at the rate of     % per year, semi-annually in arrears on                  and                  of each year, beginning on                 , 2017, to holders of record on the preceding                  and                 , respectively.

If interest or principal on the notes is payable on a Saturday, Sunday or any other day when banks are not open for business in the City of New York, we will make the payment on the next business day, and no interest will accrue as a result of the delay in payment. Interest on the notes will accrue from December         , 2016, and will accrue on the basis of a 360-day year consisting of twelve 30-day months.

In addition, we have the ability under the indenture to reopen the series of notes offered hereby and issue additional notes as part of such series. The series of notes and any such additional notes issued as part of such series will be treated as a single series for all purposes under the indenture, including waivers, amendments and redemptions, and any additional notes issued as part of the same series of notes offered hereby will be fungible with such series of notes for United States Federal income tax purposes or will be issued under a separate CUSIP number.

Additional Information

See “Description of the Debt Securities and the Guarantees” in the accompanying prospectus for additional important information about, and applicable to, the notes and related guarantees. That information includes:

 

    additional information about the terms of the notes and related guarantees;

 

    general information about the indenture and the trustee;

 

    a description of certain covenants under the indenture; and

 

    a description of events of default under the indenture.

Guarantees

Historic TW, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee to each holder of the notes and to the trustee and its successors and assigns (1) the full and punctual payment of principal and interest on the notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of ours under the indenture (including obligations to the trustee) and the notes and (2) the full and punctual performance within applicable grace periods of all other obligations of ours under the indenture and the notes. Such guarantees will constitute guarantees of payment, performance and compliance and not merely of collection. Additionally, HBO and TBS will fully, irrevocably and unconditionally guarantee Historic TW’s guarantee of the notes under substantially the same terms as Historic TW’s guarantee of the notes.

 

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