Time Warner Inc. Announces Cash Tender Offers and Consent Solicitations for Debt Securities

Time Warner Inc. (NYSE:TWX) today announced it has commenced cash tender offers to purchase the outstanding debt securities of Time Warner and Historic TW Inc. (“HTW”) (including in its capacity as successor by merger to Time Warner Companies, Inc. (“TWCI”)) set forth in the column entitled “Debentures” in the table below (collectively, the “Debentures”, and, each a “Series” of Debentures).

In conjunction with certain of the Offers (as defined below), Time Warner has also commenced solicitations (each a “Consent Solicitation”, and collectively, the “Consent Solicitations”) of consents (each a “Consent”, and, collectively, the “Consents”) to amend certain provisions (the “Proposed Amendments”) of (i) the indenture, dated as of January 15, 1993 (the “1993 Indenture”), among HTW (in its capacity as successor by merger to TWCI), as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee (as amended or supplemented), (ii) the indenture, dated as of June 1, 1998, among HTW, as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee (as amended or supplemented), (iii) the indenture, dated as of April 19, 2001 (the “2001 Indenture”), among Time Warner, as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee (as amended or supplemented) or (iv) the indenture, dated as of November 13, 2006 (the “2006 Indenture”), among Time Warner, as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee (as amended or supplemented) (collectively, the “Indentures”). The Proposed Amendments would amend the applicable Indenture with respect to the applicable Series of Debentures to, among other things, eliminate substantially all of the restrictive covenants and certain events of default, modify notice requirements for redemption and related provisions contained in the Indentures and, under the 1993 Indenture, provide that any and all guarantees of the applicable Series of Debentures issued under the 1993 Indenture may be released.

The terms and conditions of the Offers and the Consent Solicitations are set forth in an Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and a related Consent and Letter of Transmittal. The Offer to Purchase relates to 12 separate offers (each an “Offer”, and, collectively, the “Offers”), one for each Series of Debentures in the table below. Time Warner’s obligation to accept for purchase, based on the Acceptance Priority Levels (as defined below) 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 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 $6,000,000,000 (as such amount may be increased or decreased pursuant to the terms of the Offer to Purchase, the “Maximum Purchase Price”). The principal amount of each Series of Debentures currently outstanding is set forth in the column entitled “Principal Amount Outstanding” in the table below. No Offer is conditioned on any minimum amount of Debentures being tendered, the consummation of any other Offer in respect of any other Series of Debentures or the consummation of any Consent Solicitation. The adoption of the Proposed Amendments with respect to any Indenture or Series of Debentures is not conditioned on the consummation of any other Consent Solicitation or adoption of the Proposed Amendments in respect of any other Indenture or Series of Debentures or obtaining any Requisite Consent (as defined below) with respect to any other Indenture or Series of Debentures.

Each Offer and Consent Solicitation will expire at 11:59 P.M., New York City time, on January 2, 2018, unless extended or unless such Offer or Consent Solicitation is earlier terminated (such time and date, as the same may be extended with respect to one or more Series of Debentures, the “Expiration Date”). Holders or beneficial owners of Debentures (each, a “Holder”, and, collectively, the “Holders”) must validly tender and not validly withdraw their Debentures and, if applicable with respect to such Debentures, validly deliver and not revoke Consents to the Proposed Amendments to the applicable Indenture at or prior to 5:00 P.M., New York City time, on December 15, 2017, unless extended or unless such Offer or Consent Solicitation is earlier terminated (such time and date, as the same may be extended with respect to one or more Series of Debentures, the “Early Tender Deadline”), to be eligible to receive the Total Consideration (as defined below). Holders who validly tender their Debentures and, if applicable, validly deliver their Consents after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the Purchase Price (as defined below). Tendered Debentures may be withdrawn, and delivered Consents may be revoked, at or prior to 5:00 P.M., New York City time, on December 15, 2017 (such time and date, as the same may be extended with respect to one or more Series of Debentures, the “Withdrawal Deadline”), by following the procedures described in the Offer to Purchase, but, except as provided therein or required by law, may not thereafter be validly withdrawn or revoked. If there is a Consent Solicitation with respect to a Series of Debentures, then Holders may not tender such Debentures without delivering their Consents pursuant to the related Consent Solicitation and may not deliver Consents without tendering their Debentures pursuant to the related Offer.

The amount of Debentures of each Series of Debentures that are purchased on the applicable Settlement Date (as defined below) will be determined in accordance with the Acceptance Priority Levels set forth in the column entitled “Acceptance Priority Levels” in the table above (each, an “Acceptance Priority Level”, and, collectively, the “Acceptance Priority Levels”), with 1 being the highest Acceptance Priority Level and 12 being the lowest Acceptance Priority Level.

All Debentures validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a higher Acceptance Priority Level will, subject to the Maximum Purchase Price, be accepted before any Debentures validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a lower Acceptance Priority Level are accepted pursuant to the Offers, and all Debentures validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date having a higher Acceptance Priority Level will, subject to the Maximum Purchase Price, be accepted before any Debentures validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date having a lower Acceptance Priority Level are accepted pursuant to the Offers. However, Debentures validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will, subject to the Maximum Purchase Price, be accepted for purchase in priority to other Debentures validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date, even if such Debentures validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date have a higher Acceptance Priority Level than Debentures validly tendered and not validly withdrawn at or prior to the Early Tender Deadline.

If purchasing all the validly tendered Debentures of an applicable Acceptance Priority Level on the applicable Settlement Date would cause the Maximum Purchase Price to be exceeded on such Settlement Date, Time Warner will accept such Debentures on a pro rata basis, to the extent any Debentures of such Acceptance Priority Level are accepted for purchase, so as to not exceed the Maximum Purchase Price. In the event of any proration of a Series of Debentures, if there is a Consent Solicitation with respect to such Series of Debentures, the Consents delivered with respect to such Series of Debentures shall be null and void. If, as a result of Time Warner’s pro rata acceptance of tendered Debentures of any Series, Time Warner would be required to accept from one or more tendering Holders Debentures of any Series in a principal amount that is not an integral multiple of $1,000, Time Warner will round the principal amount of the prorated Series of Debentures down to the nearest integral multiple of $1,000.

Furthermore, if the aggregate purchase price (including principal and premium, but excluding Accrued Interest) of Debentures validly tendered and not validly withdrawn at or prior to the Early Tender Deadline equals or exceeds the Maximum Purchase Price, Holders who validly tender and do not validly withdraw Debentures after the Early Tender Deadline and at or prior to the Expiration Date will not have any such Debentures accepted for payment regardless of the Acceptance Priority Level of such Debentures. As such, there can be no assurance that any or all tendered Debentures of a given Acceptance Priority level will be accepted for purchase.

Subject to the terms and conditions of the Offers and the Consent Solicitations, Holders who validly tender and do not validly withdraw their Debentures and, if applicable, validly deliver and do not revoke their Consents at or prior to the Early Tender Deadline will be eligible to receive consideration, per $1,000 principal amount, equal to the applicable “Total Consideration” for such Series of Debentures. In the case of the 8.300% Discount Debentures due 2036 (which were issued at a discount to their full face value), the principal amount used for purposes of determining the Total Consideration and Early Tender Premium will be the full face value thereof. The applicable Total Consideration will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Series of Debentures set forth in the column entitled “Fixed Spread” in the table above, over the applicable yield based on the bid side price of the U.S. Treasury Security set forth for such Series of Debentures in the column entitled “Reference Security” in the table above, as calculated by the Dealer Managers at 2:00 P.M., New York City Time, on December 18, 2017. The Total Consideration includes the applicable early tender premium for such Series of Debentures set forth in the column entitled “Early Tender Premium” the table above. Holders must validly tender and not validly withdraw their Debentures and, if applicable with respect to such Debentures, must validly deliver and not revoke their Consents at or prior to the Early Tender Deadline in order to be eligible to receive the Total Consideration for such Debentures purchased pursuant to the Offers. Subject to the terms and conditions of the Offers and the Consent Solicitations, Holders who validly tender and do not validly withdraw their Debentures and, if applicable with respect to such Debentures, validly deliver and do not revoke their Consents after the Early Tender Deadline and at or prior to the Expiration Date will be entitled to receive consideration, per $1,000 principal amount, equal to the applicable Total Consideration less the applicable Early Tender Premium (the “Purchase Price”) for such Series of Debentures. In the case of the 8.300% Discount Debentures due 2036 (which were issued at a discount to their full face value), the principal amount used for purposes of determining the Purchase Price will be the full face value thereof. In each case, such Holders will also be entitled to receive accrued and unpaid interest from the last interest payment date for the applicable Series of Debentures up to, but not including, the applicable Settlement Date, if and when the applicable Debentures are accepted for payment (such interest with respect to such Series of Debentures, the “Accrued Interest”).

Time Warner intends to execute a supplement to each Indenture (each, a “Supplemental Indenture”) with the applicable trustee with respect to the Proposed Amendments to the applicable Indenture if the requisite consents to effect such Proposed Amendments are received, as described in the Offer to Purchase (the “Requisite Consents”). With respect to each of the 9.150% Debentures due 2023, the 7.570% Debentures due 2024, the 6.850% Debentures due 2026, the 6.950% Debentures due 2028 and the 8.300% Discount Debentures due 2036, the applicable Supplemental Indenture will apply only to each such Series of Debentures for which the applicable Requisite Consents were received. With respect to the 6.625% Debentures due 2029, the Supplemental Indenture will apply only to the 6.625% Debentures due 2029. With respect to the 7.625% Debentures due 2031 and the 7.700% Debentures due 2032, the Supplemental Indenture will apply to all outstanding securities that were issued under the 2001 Indenture. With respect to the 6.500% Debentures due 2036, the Supplemental Indenture will apply to all outstanding securities that were issued under the 2006 Indenture.

Time Warner reserves the right, but is under no obligation, at any point following the Early Tender Deadline and before the Expiration Date, to accept Debentures that have been validly tendered (with Consents that have been validly delivered, if applicable) and not validly withdrawn (or Consents revoked) for purchase on a date determined at Time Warner’s option (such date, if any, the “Early Settlement Date”). The Early Settlement Date, if any, is expected to occur on December 19, 2017. If Time Warner chooses to exercise its option to have an Early Settlement Date, Time Warner will purchase any remaining Debentures that have been validly tendered (with Consents that have been validly delivered, if applicable) and not validly withdrawn (or Consents revoked) after the Early Tender Deadline and at or prior to the Expiration Date, subject to the Maximum Purchase Price, the application of the Acceptance Priority Levels and all conditions to the Offers and the Consent Solicitations having been satisfied or waived by Time Warner, on the Final Settlement Date (as defined below). If Time Warner chooses not to exercise its option to have an Early Settlement Date, Time Warner will purchase all Debentures that have been validly tendered (with Consents that have been validly delivered, if applicable) and not validly withdrawn (or Consents revoked) at or prior to the Expiration Date, subject to the Maximum Purchase Price, the application of the Acceptance Priority Levels and all conditions to the Offers and the Consent Solicitations having been satisfied or waived by Time Warner, on the Final Settlement Date. The Final Settlement Date is expected to occur promptly following the Expiration Date on January 3, 2018 (the “Final Settlement Date”, and each of the Early Settlement Date and the Final Settlement Date a “Settlement Date”), unless extended by Time Warner. No tenders of Debentures submitted after the Expiration Date will be valid.

Each Supplemental Indenture will become effective upon execution, but will provide that the Proposed Amendments will not become operative unless we accept the applicable Debentures satisfying the Requisite Consent required for purchase in the applicable Offer. In the event of any proration of a Series of Debentures, if there is a Consent Solicitation with respect to such Series of Debentures, the Consents delivered with respect to such Series of Debentures shall be null and void. Additionally, if an Offer or the related Consent Solicitation is terminated or withdrawn, the related Indenture will remain in effect in its present form unless the Requisite Consents with respect to the Proposed Amendments to such Indenture are otherwise obtained. The Proposed Amendments constitute a single proposal with respect to each applicable Series of Debentures, and a consenting Holder must deliver a Consent to the Proposed Amendments as an entirety and may not consent selectively with respect to certain of the Proposed Amendments.

Time Warner may amend, extend or, subject to certain conditions and applicable law, terminate each Offer or Consent Solicitation at any time in its sole discretion.

BofA Merrill Lynch and Citigroup Global Markets Inc. will act as Dealer Managers for the Offers and Solicitation Agents for the Consent Solicitations. D.F. King & Co., Inc. will act 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 BofA Merrill Lynch at (888) 292-0070 and Citigroup Global Markets Inc. at (800) 558-3745. Copies of the Offer to Purchase and the Consent and 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 Consent and Letter of Transmittal. The Offers are not being made in any state or jurisdiction in which such offers would be unlawful. None of Time Warner, the Dealer Managers, the Solicitation Agents 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 or deliver Consents in connection with the Consent Solicitations.

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, including the pending merger with AT&T Inc. 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.

View source version on businesswire.com: http://www.businesswire.com/news/home/20171204006188/en/