SEC Filings

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

We describe the terms of the guarantees in more detail under the heading “Description of the Debt Securities and the Guarantees — Guarantees” in the accompanying prospectus.

Existing Indebtedness

At September 30, 2016, the aggregate principal amount of outstanding public debt securities of Time Warner and its subsidiaries was $24.467 billion. The following is a summary of the existing indebtedness (including capital lease obligations) of Time Warner, the Guarantors and other subsidiaries of Time Warner, including the outstanding debt at Time Warner and the Guarantors, the revolving credit facilities at Time Warner and the commercial paper program of Time Warner. Please see the information incorporated herein by reference for a further description of this indebtedness as well as our and our subsidiaries’ other indebtedness.

Time Warner

At September 30, 2016, the aggregate principal amount of outstanding public debt securities issued by Time Warner was $20.586 billion. Time Warner also has senior unsecured revolving credit facilities consisting of two $2.5 billion revolving credit facilities, each with a maturity date of December 18, 2020. At September 30, 2016, there were no borrowings outstanding, and there was less than $1.0 million in outstanding face amount of letters of credit issued, under the revolving credit facilities. Time Warner also has a $5.0 billion commercial paper program. Commercial paper issued by Time Warner under the program is supported by unsecured committed capacity under the revolving credit facilities. At September 30, 2016, no commercial paper was outstanding under the commercial paper program. Time Warner also has $169 million of senior unsecured debt consisting of a loan with a maturity date of November 7, 2018 and a promissory note related to an acquisition by a former subsidiary with a maturity date of December 31, 2017.

Guarantors

At September 30, 2016, the aggregate principal amount of outstanding public debt securities issued or assumed by Historic TW was $3.881 billion. HBO and TBS do not have any outstanding public debt securities. At September 30, 2016, Historic TW was the primary obligor or guarantor of $24.467 billion of outstanding indebtedness (representing all of the public debt securities of Time Warner and its subsidiaries), HBO was a primary obligor or guarantor of $23.491 billion of outstanding indebtedness (which includes $23.467 billion of the $24.467 billion of public debt securities issued by Time Warner and its subsidiaries) and TBS was the primary obligor or guarantor of $24.496 billion of outstanding indebtedness (which includes the $24.467 billion of public debt securities issued by Time Warner and its subsidiaries).

Other

At September 30, 2016, the aggregate principal amount of existing indebtedness (including capital lease obligations) of subsidiaries other than the Guarantors was $10 million.

Release of Guarantors

The indenture for the notes provides that any Guarantor may be automatically released from its obligations if such Guarantor has no outstanding Indebtedness For Borrowed Money (as defined in the accompanying prospectus), other than any other guarantee of Indebtedness For Borrowed Money that will be released concurrently with the release of such guarantee. However, there is no covenant in the indenture that would prohibit any such Guarantor from incurring Indebtedness For Borrowed Money after the date such Guarantor is released from its guarantee. In addition, although the indenture for the notes limits the overall amount of secured Indebtedness For Borrowed Money that can be incurred by Time Warner and its subsidiaries without also securing the notes at least equally and ratably, it does not limit the amount of unsecured indebtedness that can be incurred by Time Warner and its subsidiaries. Thus, there is no limitation on the amount of indebtedness that could be structurally senior to the notes. See “Description of the Debt Securities and the Guarantees —Guarantees” in the accompanying prospectus.

 

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