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Time Warner ends cash tender offers early, discloses pricing

Time Warner Inc. on Dec. 13 announced pricing for a cash tender offer for several debt securities. Not all debentures tendered will be accepted, however, as interest in the offer exceeded the amount that the company planned to buy.

The company received about $4.0 billion of validly tendered debentures as of its early tender deadline of Dec. 12. It is ending the tender offer early as it only intends to purchase up to $3.0 billion in principal of outstanding debt securities of Time Warner and Historic TW Inc. for no more than a maximum purchase price of $4 billion. The offer was previously set to expire Dec. 27.

In the order of acceptance priority, the seven series of debentures covered by the offer were: $2 billion of 7.700% debentures due 2032, of which $1.07 billion of principal amount has been tendered, with a total consideration of $1,341.67; $2 billion of 7.625% debentures due 2031, of which $1.13 billion has been tendered, with total consideration of $1,342.82; $1 billion of 6.500% debentures due 2036, of which $472.0 million has been tendered, with total consideration of $1,190.60; $1 billion of 6.625% debentures due 2029, of which $530.6 million has been tendered, with total consideration of $1,229.60; $602.3 million of 9.150% debentures due 2023, of which roughly $258 million has been tendered, with total consideration of $1,300.95; $500 million of 6.950% debentures due 2028, of which about $264 million has been tendered, with total consideration of $1,253.95; and $450 million of 7.570% debentures due 2024, of which about $272 million has been tendered, with total consideration of $1,238.49.

Because more than $3.0 billion in aggregate principal of the debentures were received, the company indicated it will accept the tendered 7.700% debentures due 2032, 7.625% debentures due 2031, 6.500% debentures due 2036 and 62% of the tendered 6.625% debentures due 2029.

Holders of the debentures who validly tendered their debentures at or prior to the Dec. 12 early tender deadline are eligible to receive, per $1,000 principal amount, the amount specified as their total consideration. These holders will also get accrued and unpaid interest from the last interest payment date for the applicable series of debentures up to, but not including, the Dec. 14 settlement date.

Time Warner retained Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. as dealer managers for the offers. D.F. King & Co. Inc. is acting as the tender agent and information agent.