SEC Filings

424B5
TURNER BROADCASTING SYSTEM INC filed this Form 424B5 on 11/30/2016
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Table of Contents

The notes will be unsecured and therefore will effectively be subordinated to any of our secured debt.

The notes will not be secured by any of our assets or those of our subsidiaries. As a result, the notes will be effectively subordinated to any secured debt we may incur. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of our secured debt may assert rights against the secured assets in order to receive full payment of their debt before the assets may be used to pay the holders of the notes. As of September 30, 2016, we had no senior secured debt outstanding.

The notes are effectively subordinated to the liabilities of our non-guarantor subsidiaries.

The notes will be effectively subordinated to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries. In the event of a bankruptcy, liquidation or similar proceeding with respect to a non-guarantor subsidiary, following payment by the subsidiary of its liabilities, the subsidiary may not have sufficient assets to make payments to us. As of September 30, 2016, our non-guarantor subsidiaries had approximately $10 million of outstanding indebtedness, including capital lease obligations.

An active trading market may not develop for the notes, which could adversely affect the price of the notes in the secondary market and your ability to resell the notes should you desire to do so.

The notes are a new issue of securities and there is no established trading market for the notes. We do not intend to apply to list the notes for trading on any securities exchange or to arrange for quotation on any automated dealer quotation system.

As a result of this and the other factors listed below, an active trading market for the notes may not develop, in which case the market price and liquidity of the notes may be adversely affected.

In addition, you may not be able to sell your notes at a particular time or at a price favorable to you. Future trading prices of the notes will depend on many factors, including:

 

    our operating performance and financial condition;

 

    our prospects or the prospects for companies in our industries generally;

 

    the interest of securities dealers in making a market in the notes;

 

    the market for similar securities;

 

    prevailing interest rates; and

 

    the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2015 and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

We have been advised by the underwriters that they intend to make a market for the notes, but they have no obligation to do so and may discontinue market-making at any time in their sole discretion without providing any notice.

There are no commitments in the Merger Agreement with AT&T to guarantee or cause to remain outstanding any of our outstanding debt securities, including the notes.

If the Merger is consummated, we will become a wholly-owned subsidiary of AT&T. While AT&T may elect to provide a guarantee of any or all of our outstanding debt securities (including the notes), and we may elect to provide a guarantee of any or all of AT&T’s outstanding debt securities, there is no legal, regulatory, contractual or other obligation to do so. We also cannot assure you that the notes or our other outstanding debt securities will remain outstanding after the Merger is consummated.

 

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