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Time Warner Inc. Announces Pricing for Cash Tender Offers

NEW YORK--(BUSINESS WIRE)--Dec. 13, 2016-- Time Warner Inc. (NYSE:TWX) today announced the pricing for its previously announced cash tender offers (the “Offers”) to purchase the outstanding debt securities of Time Warner and Historic TW Inc. (including in its capacity as successor by merger to Time Warner Companies, Inc.) set forth in the column entitled “Debentures” in the table below (collectively, the “Debentures”, and, each a “Series” of Debentures). The terms and conditions of the Offers are set forth in an Offer to Purchase (the “Offer to Purchase”) and a related Letter of Transmittal. Time Warner’s obligation to accept for purchase, based on the acceptance priority levels set forth in the column entitled “Acceptance Priority Levels” in the table below, and pay for, Debentures that are validly tendered and not validly withdrawn is limited to as many Debentures as Time Warner can purchase up to (i) $3,000,000,000 aggregate principal amount of the Debentures subject to the Offers (the “Maximum Principal Amount”) and (ii) an aggregate purchase price for the Debentures subject to the Offers (including principal and premium, but excluding Accrued Interest (as defined below)) of no more than $4,000,000,000 (the “Maximum Purchase Price”).

The consideration to be paid in the Offers for each Series of Debentures for Debentures that were validly tendered and not validly withdrawn in the Offers at or prior to 5:00 p.m., New York City time, on December 12, 2016 (the “Early Tender Deadline”) that are accepted for purchase is set forth in the column entitled “Total Consideration” in the table below.

                   

Debentures

CUSIP
Number/
Common
Code

Principal
Amount
Outstanding

Acceptance
Priority
Level

Principal
Amount
Tendered

Reference
Security

Yield to
Maturity(1)

Fixed
Spread

Total Consideration(2)(3)

Approximate
Proration
Factor

7.700% Debentures due 2032 00184AAG0 $2,000,000,000 1 $1,070,465,000 2.250% UST due Aug. 15, 2046 3.180% 140 bps $1,341.67 100%
7.625% Debentures due 2031 00184AAC9 $2,000,000,000 2 $1,127,639,000 2.000% UST due Nov. 15, 2026 2.479% 190 bps $1,342.82 100%
6.500% Debentures due 2036 887317AD7 $1,000,000,000 3 $472,042,000 2.250% UST due Aug. 15, 2046 3.180% 180 bps $1,190.60 100%
6.625% Debentures due 2029 887315BN8 $1,000,000,000 4 $530,551,000 2.000% UST due Nov. 15, 2026 2.479% 175 bps $1,229.60 62%
9.150% Debentures due 2023 887315AM1 $602,337,000 5 $257,996,000 2.000% UST due Nov. 15, 2026 2.479% 115 bps $1,300.95 0%
6.950% Debentures due 2028 887315BM0 $500,000,000 6 $263,919,000 2.000% UST due Nov. 15, 2026 2.479% 160 bps $1,253.95 0%
7.570% Debentures due 2024 887315BH1 $450,000,000 7 $271,927,000 2.000% UST due Nov. 15, 2026 2.479% 125 bps $1,238.49 0%
 

_______

(1)   Yield to Maturity of the applicable Reference Security, determined in the manner described in the Offer to Purchase at 11:00 a.m., New York City time, on December 13, 2016.
(2) Per $1,000 principal amount of Debentures.
(3)   Includes the Early Tender Premium (as defined below) per $1,000 principal amount of Debentures for each Series as set forth in this table.
 

The consideration to be paid in the Offers for each Series of Debentures for Debentures that were validly tendered and not validly withdrawn pursuant to the terms of the Offers has been determined in the manner described in the Offer to Purchase by reference to the applicable “Fixed Spread” over the applicable “Yield to Maturity” of the applicable “Reference Security”, each as set forth in the table above or in the Offer to Purchase, as calculated by Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. at 11:00 a.m., New York City time, on December 13, 2016. Holders or beneficial owners of Debentures (the “Holders”) who validly tendered and did not validly withdraw their Debentures at or prior to the Early Tender Deadline are eligible to receive, per $1,000 principal amount, consideration for such Series of Debentures equal to the amount specified in the column entitled “Total Consideration” in the table above, which includes an early tender premium for such Series of Debentures equal to $30.00 per $1,000 principal amount of such Series of Debentures accepted for purchase (the “Early Tender Premium”). In addition, Holders whose Debentures are accepted for purchase pursuant to the Offers will also receive accrued and unpaid interest from the last interest payment date for the applicable Series of Debentures up to, but not including, the settlement date, which is expected to occur on December 14, 2016 (such date, the “Early Settlement Date”, and such interest with respect to such Series of Debentures, the “Accrued Interest”).

As of the Early Tender Deadline, approximately $4.0 billion aggregate principal amount of the Debentures have been validly tendered and not validly withdrawn. Subject to the terms and conditions of the Offers, Time Warner expects that it will accept for purchase Debentures validly tendered and not validly withdrawn at or prior to the Early Tender Deadline in a combined aggregate principal amount equal to $3.0 billion and with an aggregate purchase price (including principal and premium, but excluding Accrued Interest) equal to approximately $3.9 billion (which price does not exceed the Maximum Purchase Price). Because the aggregate principal amount of Debentures validly tendered and not validly withdrawn pursuant to the Offers as of the Early Tender Deadline exceeded the Maximum Principal Amount, the amounts of each Series of Debentures set forth in the table above that are purchased in the Offers on the Early Settlement Date will be determined in accordance with the acceptance priority levels and proration procedures described in the Offer to Purchase so as to not exceed the Maximum Principal Amount. The applicable approximate proration factor for each Series of Debentures is set forth in the column entitled “Approximate Proration Factor” in the table above.

Time Warner expects to return any Debentures tendered but not accepted for payment promptly after the Early Settlement Date. The Withdrawal Deadline has passed and the Debentures tendered pursuant to the Offers may no longer be withdrawn, unless otherwise required by law.

Each Offer will expire at 11:59 p.m., New York City time, on December 27, 2016. However, because the aggregate principal amount of Debentures validly tendered and not validly withdrawn pursuant to the Offers as of the Early Tender Deadline exceeded the Maximum Principal Amount, no additional Debentures tendered will be accepted under the terms of the Offers.

Time Warner’s obligation to accept for purchase, and pay for, any Debentures that are validly tendered and not validly withdrawn and accepted for purchase pursuant to the Offers is conditioned on the satisfaction or waiver by Time Warner of the conditions described in the Offer to Purchase.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are acting as Dealer Managers for the Offers. D.F. King & Co., Inc. is acting as the Tender Agent and Information Agent. Requests for documents may be directed to D.F. King & Co., Inc. at (888) 644-5854 (toll free) or (212) 269-5550 (banks and brokers). Questions regarding the Offers may be directed to Citigroup Global Markets Inc. at (800) 558-3745, Credit Suisse Securities (USA) LLC at (800) 820-1653 and Deutsche Bank Securities Inc. at (866) 627-0391. Copies of the Offer to Purchase and the Letter of Transmittal, along with any amendments and supplements thereto, may be obtained for free at www.dfking.com/twx.

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities. The solicitation of offers to buy the Debentures is only being made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The Offers are not being made in any state or jurisdiction in which such offers would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. None of Time Warner, the Dealer Managers or the Tender Agent and Information Agent is making any recommendation as to whether or not Holders should tender their Debentures in connection with the Offers.

ABOUT TIME WARNER INC.

Time Warner Inc., a global leader in media and entertainment with businesses in television networks and film and TV entertainment, uses its industry-leading operating scale and brands to create, package and deliver high-quality content worldwide on a multi-platform basis.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of Time Warner’s businesses. More detailed information about these factors may be found in filings by Time Warner with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Time Warner is under no obligation, and expressly disclaims any such obligation, to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

Source: Time Warner Inc.

Time Warner Inc.
Corporate Communications
Keith Cocozza 212-484-7482
or
Investor Relations
Jessica Holscott 212-484-6720
Michael Senno 212-484-8950