Time Warner Inc. on Dec. 22 reported the early settlement of its cash tender offers to purchase the outstanding debt securities of Time Warner and Historic TW Inc.
Time Warner also accepted the consents delivered pursuant to its previously announced consent solicitations to amend certain provisions of the indentures governing certain 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 Time Warner's obligation to accept for purchase debentures that are validly tendered and not validly withdrawn is limited to as many debentures as Time Warner can buy up to an aggregate purchase price for the debentures subject to the offers of no more than $6 billion.
About $3.5 billion of the debentures were validly tendered as of the early tender deadline and not validly withdrawn. Time Warner accepted for purchase debentures validly tendered at or before the early tender deadline and not validly withdrawn in an amount equal to $3.5 billion and with a purchase price equal to about $4.5 billion.
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, the requisite consents to effect the proposed amendments with respect to certain series of debentures have been received. Accordingly, on Dec. 22, Time Warner, certain of its subsidiaries, and The Bank of New York Mellon, as trustee, executed and delivered the 12th supplemental indenture to the indenture, dated as of Jan. 15, 1993, among Historic TW, as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee.
The 12th supplemental indenture will apply only to each of the 9.150% debentures due 2023, the 7.570% debentures due 2024 and the 6.950% debentures due 2028, for which the applicable requisite consents were received. 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.