Time Warner Inc. (NYSE:TWX) today announced that it has extended the early tender deadline to 12:00 P.M. (noon), New York City time, on December 21, 2017 (such time and date, as the same may be extended with respect to one or more Series of Debentures, the “Early Tender Deadline”), for each of its previously announced cash tender offers (the “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) and each of its previously announced solicitations (each a “Consent Solicitation”, and collectively, the “Consent Solicitations”) of consents (each a “Consent”, and collectively, the “Consents”) to amend certain provisions of the Indentures (as defined below) governing the applicable Series of Debentures (the “Proposed Amendments”).
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. Time Warner’s obligation to accept for purchase, based on the acceptance priority levels set forth in the column entitled “Acceptance Priority Level” in the table below, and pay for, Debentures that are validly tendered and not validly withdrawn is limited to as many Debentures as Time Warner can purchase up to an aggregate purchase price for the Debentures subject to the Offers (including principal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) of no more than $6,000,000,000 (the “Maximum Purchase Price”).
Other than the extensions described above, all other terms and conditions of the Offers and Consent Solicitations, including, without limitation, the Withdrawal Deadline, the Price Determination Date, the Expiration Date and the Final Settlement Date (each as defined below) remain unchanged. The applicable Total Consideration for each Series of Debentures, as described below, will be determined in the manner described in the Offer to Purchase at 2:00 P.M., New York City time, on December 18, 2017 (such time and date, as the same may be extended with respect to one or more Series of Debentures, the “Price Determination Date”). 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”). 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 22, 2017. The final settlement date for each Offer and Consent Solicitation is expected to occur on January 3, 2018 (the “Final Settlement Date”), promptly following the Expiration Date.
The deadline to validly withdraw tenders of Debentures and revoke Consents expired at 5:00 P.M., New York City time, on December 15, 2017 (the “Withdrawal Deadline”). Accordingly, Debentures that were already tendered (with Consents validly delivered, if applicable) and not validly withdrawn (or Consents revoked) as of the Withdrawal Deadline, and any additional Debentures that are tendered or Consents that are delivered at or prior to the Expiration Date, may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
As of the Withdrawal Deadline, approximately $3,440,557,000 aggregate principal amount of the Debentures was validly tendered (with Consents validly delivered, if applicable) and not validly withdrawn (or Consents revoked). The principal amount of each Series of Debentures that was validly tendered (with Consents that were validly delivered, if applicable) and not validly withdrawn (or Consents revoked) in the Offers at or prior to the Withdrawal Deadline is set forth in the table below.
Debentures | CUSIP | Principal | Acceptance | Principal | ||||||||
9.150% Debentures due 2023 | 887315AM1 | $602,337,000 | 1 | $316,663,000*(1) | ||||||||
| 7.570% Debentures due 2024 | 887315BH1 | $450,000,000 | 2 | $306,980,000*(1) | ||||||||
| 6.850% Debentures due 2026 | 887315BB4 | $28,481,000 | 3 | $6,705,000* | ||||||||
| 6.950% Debentures due 2028 | 887315BM0 | $500,000,000 | 4 | $295,529,000*(1) | ||||||||
| 6.625% Debentures due 2029 | 887315BN8 | $670,146,000 | 5 | $256,118,000* | ||||||||
| 7.625% Debentures due 2031 | 00184AAC9 | $872,361,000 | 6 | $373,744,000* | ||||||||
| 7.700% Debentures due 2032 | 00184AAG0 | $929,535,000 | 7 | $521,803,000* | ||||||||
| 8.300% Discount Debentures due 2036 | 887315AZ2 | $200,000,000 | 8 | $41,585,000* | ||||||||
| 6.500% Debentures due 2036 | 887317AD7 | $527,958,000 | 9 | $135,617,000* | ||||||||
| 6.200% Debentures due 2040 | 887317AE5 | $600,000,000 | 10 | $243,134,000 | ||||||||
| 6.100% Debentures due 2040 | 887317AH8 | $1,000,000,000 | 11 | $538,237,000 | ||||||||
| 6.250% Debentures due 2041 | 887317AL9 | $1,000,000,000 | 12 | $404,442,000 | ||||||||
| (1) | The Requisite Consent (as defined below) was received for this Series of Debentures. | ||
| * | Includes the related Consents. | ||
Subject to the terms and conditions of the Offers and the Consent Solicitations, holders or beneficial owners of Debentures (the “Holders”) who validly tendered and, if applicable with respect to such Debentures, validly delivered their Consents at or prior to the Early Tender Deadline (and who did not validly withdraw their Debentures (or revoke their Consents, if applicable) prior to the Withdrawal Deadline) are eligible to receive consideration, per $1,000 principal amount, equal to the applicable Total Consideration (as determined in the manner described in the Offer to Purchase) 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 Total Consideration includes the applicable early tender premium for such Series of Debentures, equal to $50 per $1,000 principal amount of such Series of Debentures accepted for purchase.
If it is determined that the aggregate purchase price (including principal and premium, but excluding accrued interest) of Debentures validly tendered (with Consents validly delivered, if applicable) at or prior to the Early Tender Deadline and not validly withdrawn (or Consents revoked) exceeds the Maximum Purchase Price, the amounts of each Series of Debentures set forth in the table above that are purchased in the Offers on the Early Settlement Date, if any, will be determined in accordance with the acceptance priority levels and proration procedures described in the Offer to Purchase. The applicable proration factor will be determined in the manner described in the Offer to Purchase following the Early Tender Deadline.
In addition, the requisite Consents to effect certain of the Proposed Amendments, as described in the Offer to Purchase (the “Requisite Consents”), have been received and additional Requisite Consents may be received by the Early Tender Deadline. Accordingly, Time Warner expects that on December 22, 2017, Time Warner, certain of its subsidiaries, and The Bank of New York Mellon, as trustee, will execute and deliver one or more of the following supplemental indentures (each, a “Supplemental Indenture”, and collectively, the “Supplemental Indentures”):
| (a) | the Twelfth Supplemental Indenture to the Indenture, dated as of January 15, 1993, 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, the “1993 Indenture”); | ||||
| (b) | the Fourth Supplemental Indenture to 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, the “1998 Indenture”); | ||||
| (c) | the Third Supplemental Indenture to the Indenture, dated as of April 19, 2001, among Time Warner, as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee (as amended or supplemented, the “2001 Indenture”); and | ||||
| (d) | the First Supplemental Indenture to the Indenture, dated as of November 13, 2006, among Time Warner, as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee (the “2006 Indenture”, and together with the 1993 Indenture, the 1998 Indenture, and the 2001 Indenture, the “Indentures”). | ||||
Time Warner currently expects to enter into the Twelfth Supplemental Indenture with respect to certain Series of Debentures issued under the 1993 Indenture for which Requisite Consents were received. If additional Requisite Consents are received as described in the Offer to Purchase, Time Warner expects to enter into additional Supplemental Indentures. The Supplemental Indentures will amend the applicable Indentures 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.
Each Supplemental Indenture will become effective upon execution, but will provide that the Proposed Amendments will not become operative unless Time Warner accepts 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.
Time Warner expects to return any Debentures tendered and Consents delivered but not accepted for payment promptly after the Early Settlement Date, if any, or Final Settlement Date, as applicable.
Time Warner may further amend, extend or, subject to certain conditions and applicable law, terminate each Offer or Consent Solicitation at any time in its sole discretion. Time Warner’s obligation to accept for purchase, and pay for, any Debentures that are validly tendered (with Consents validly delivered, if applicable) and not validly withdrawn (or Consents revoked) 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.
BofA Merrill Lynch and Citigroup Global Markets Inc. are acting as Dealer Managers for the Offers and Solicitation Agents for the Consent Solicitations. 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 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.
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