|TURNER BROADCASTING SYSTEM INC filed this Form 424B5 on 11/30/2016|
On November 29, 2016, Time Warner commenced tender offers to purchase the following series of outstanding debentures, in order of priority from the highest priority to the lowest priority:
We refer to the offers to purchase the Tender Debentures, as amended in accordance with the terms of such offers, as the Tender Offers. Our obligation to accept for purchase, based on the order of priority, and to pay for Tender Debentures that are validly tendered and not validly withdrawn is limited to as many of the Tender Debentures as we can purchase up to (i) $3,000,000,000 aggregate principal amount of the Tender Debentures subject to the Tender Offers and (ii) an aggregate purchase price of no more than $4,000,000,000 for the Tender Debentures subject to the Tender Offers (as such amounts may be increased or decreased by Time Warner as described in the Offer to Purchase relating to the Tender Offers).
This prospectus supplement is not an offer to purchase any of the Tender Debentures. We cannot assure you that we will purchase any of the Tender Debentures on the terms we describe in this prospectus supplement or at all. The closing of this offering is not conditioned on the consummation of the Tender Offers. The closing of the Tender Offers is not conditioned on the consummation of this offering.
AT&T and Time Warner Merger Agreement
On October 22, 2016, Time Warner entered into an Agreement and Plan of Merger (the Merger Agreement) with AT&T Inc. (AT&T), pursuant to which Time Warner will combine with AT&T in a stock-and-cash transaction (the Merger). The Merger Agreement has been approved unanimously by the boards of directors of both companies. Subject to the conditions in the Merger Agreement, upon consummation of the Merger, Time Warners stockholders will receive per share consideration consisting of $53.75 in cash and a specified number of shares of AT&T stock, as set forth in the Merger Agreement and determined by reference to the average of the volume weighted averages of the trading price of AT&T common stock on the New York Stock Exchange (NYSE), on each of the 15 consecutive NYSE trading days ending on and including the trading day that is three trading days prior to the closing of the Merger (the Average Stock Price). The stock portion of the per share consideration will be subject to a collar such that if the Average Stock Price is between $37.411 and $41.349, Time Warner stockholders will receive shares of AT&T stock equal to $53.75 in value. If the Average Stock Price is below $37.411, Time Warners stockholders will receive 1.437 AT&T shares. If the Average Stock Price is above $41.349, Time Warner stockholders will receive 1.300 AT&T shares. The Merger is subject to approval by Time Warner stockholders and the receipt of certain antitrust and other required