|TURNER BROADCASTING SYSTEM INC filed this Form 424B5 on 11/30/2016|
regulatory consents. The Merger is expected to close before year-end 2017. Should Time Warner terminate the Merger Agreement in specified circumstances, including in order to consummate a competing transaction, Time Warner will be required to pay AT&T a termination fee equal to $1.725 billion.
We cannot assure you that the Merger will be completed on the terms described in this prospectus supplement or the documents incorporated by reference herein, or at all. The closing of this offering is not conditioned on the consummation of the Merger. Accordingly, the notes sold in this offering will remain outstanding, even if the Merger does not occur, and we will not have any obligation to offer to repurchase any or all of the notes sold in this offering.
For additional and more detailed information regarding the Merger and the risks relating thereto, please see our Current Report on Form 8-K relating to the Merger filed with the SEC on October 24, 2016 and the exhibits filed therewith, and the discussion under the caption Risk Factors included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 2, 2016, both of which are incorporated by reference herein. See Incorporation by Reference. Additionally, more information regarding the Merger is available in the Registration Statement on Form S-4 filed by AT&T with the SEC on November 18, 2016.