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Time Warner reports early tender results for cash tender offers


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Time Warner reports early tender results for cash tender offers

Time Warner Inc. reported the early tender results as of 12 p.m. ET on Dec. 21 for its cash tender offers to buy the outstanding debt securities of Time Warner and Historic TW Inc.

In conjunction with certain of the offers, Time Warner also reported the results as of the early tender deadline for its solicitations of consents to amend certain provisions of the indentures governing the applicable series of debentures. Time Warner's obligation to accept for purchase debentures that are validly tendered and not validly withdrawn is limited to as many debentures as Time Warner can buy up to an aggregate purchase price for the debentures subject to the offers of no more than $6 billion.

About $3.5 billion of the debentures was validly tendered as of the early tender deadline and not validly withdrawn. The settlement for the debentures validly tendered and not validly withdrawn at or before the early tender deadline and accepted for purchase by Time Warner is expected to occur on Dec. 22.

Holders or beneficial owners of debentures who validly tendered and, if applicable with respect to such debentures, validly delivered their consents at or before the early tender deadline before 5 p.m. ET on Dec. 15, are 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, 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.

In addition, holders whose debentures are accepted for purchase pursuant to the offers will receive accrued and unpaid interest from the last interest payment date for the applicable series of debentures up to, but not including, the date of purchase. Time Warner expects that it will accept for purchase debentures validly tendered at or before the early tender deadline and not validly withdrawn in an amount equal to $3.5 billion and with a purchase price equal to about $4.5 billion.

In addition, the requisite consents to effect the proposed amendments with respect to certain series of debentures have been received. Time Warner expects that on Dec. 22 the company, certain of its subsidiaries, and The Bank of New York Mellon, as trustee, will execute and deliver the 12th supplemental indenture to the indenture, dated as of Jan. 15, 1993. Each offer and consent solicitation will expire at 11:59 p.m. ET on Jan. 2, 2018.

Bank of America 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.