Time Warner extends early date in tenders for 12 issues, gives update

By Susanna Moon

Chicago, Dec. 18 – Time Warner Inc. said it extended the early deadline in the tender offers for 12 series of debentures issued by Time Warner and Historic TW Inc. until noon ET on Dec. 21 from 5 p.m. ET on Dec. 15.

The tenders will continue until 11:59 p.m. ET on Jan. 2.

Tendered notes may no longer be withdrawn as of the original early deadline.

As announced Dec. 4, the offers are limited to a maximum purchase price of $6 billion, excluding accrued interest.

Each series of debt securities is covered by a separate tender offer.

The tenders as of the original early deadline are as follows, with the notes listed in order of priority and the hypothetical purchase prices per $1,000 principal amount:

• $316,663,000 of the $602,337,000 outstanding 9.15% debentures due 2023, with pricing to be set using a spread of 70 basis points over the 2% Treasury due Nov. 30, 2022, for a hypothetical purchase price of $1,297.76;

• $306.98 million of the $450 million outstanding 7.57% debentures due 2024, with pricing to be set using a spread of 70 bps over the 2.25% Treasury due Nov. 15, 2027, for a hypothetical purchase price of $1,248.22;

• $6,705,000 of the $28,481,000 outstanding 6.85% debentures due 2026, with pricing to be set using a spread of 120 bps over the 2.25% Treasury due Nov. 15, 2027, for a hypothetical purchase price of $1,227.06;

• $295,529,000 of the $500 million outstanding 6.95% debentures due 2028, with pricing to be set using a spread of 130 bps over the 2.25% Treasury due Nov. 15, 2027, for a hypothetical purchase price of $1,272.62;

• $256,118,000 of the $670,146,000 outstanding 6.625% debentures due 2029, with pricing to be set using a spread of 135 bps over the 2.25% Treasury due Nov. 15, 2027, for a hypothetical purchase price of $1,266.37;

• $373,744,000 of the $872,361,000 outstanding 7.625% debentures due 2031, with pricing to be set using a spread of 145 bps over the 2.25% Treasury due Nov. 15, 2027, for a hypothetical purchase price of $1,392.40;

• $521,803,000 of the $929,535,000 outstanding 7.7% debentures due 2032, with pricing to be set using a spread of 150 bps over the 2.25% Treasury due Nov. 15, 2027, for a hypothetical purchase price of $1,416.94;

• $41,585,000 of the $200 million outstanding 8.3% debentures due 2036, with pricing to be set using a spread of 160 bps over the 2.75% Treasury due Aug. 15, 2047, for a hypothetical purchase price of $1,485.90;

• $135,617,000 of the $527,958,000 outstanding 6.5% debentures due 2036, with pricing to be set using a spread of 165 bps over the 2.75% Treasury due Aug. 15, 2047, for a hypothetical purchase price of $1,263.13;

• $243,134,000 of the $600 million outstanding 6.2% debentures due 2040, with pricing to be set using a spread of 170 bps over the 2.75% Treasury due Aug. 15, 2047, for a hypothetical purchase price of $1,240.51;

• $538,237,000 of the $1 billion outstanding 6.1% debentures due 2040, with pricing to be set using a spread of 170 bps over the 2.75% Treasury due Aug. 15, 2047, for a hypothetical purchase price of $1,228.55; and

• $404,442,000 of the $1 billion outstanding 6.25% debentures due 2041, with pricing to be set using a spread of 170 bps over the 2.75% Treasury due Aug. 15, 2047, for a hypothetical purchase price of $1,254.14.

Pricing was scheduled for 2 p.m. ET on Dec. 18.

The total purchase price will include an early tender premium of $50.00 per $1,000 principal amount of notes tendered by the early deadline.

Tenders will be accepted in the order of priority except that all notes tendered before the early deadline will take precedence over those tendered after that date.

Each of the tenders is independent of the others, and there is no minimum requirement.

The hypothetical prices were set at 2 p.m. ET on Dec. 4 and assume an early settlement date of Dec. 19.

Time Warner is also soliciting consent to amend the indentures dated Jan. 15, 1993, June 1, 1998, April 19, 2001 and Nov. 13, 2006 to eliminate substantially all of the restrictive covenants and certain events of default and to modify notice requirements for redemption and related provisions. Each of the top nine acceptance priority debentures is covered by the consent solicitation.

Holders who tender their notes will be deemed to have given their consents, and holders may not deliver consents without tendering their notes.

Time Warner will also pay accrued interest up to but excluding the settlement date.

The early settlement date is now expected to occur on Dec. 22, extended from Dec. 19. The final settlement date will be Jan. 3.

BofA Merrill Lynch (888 292-0070) and Citigroup Global Markets Inc. (800 558-3754) are dealer managers for the tender offers and consent solicitations. D.F. King & Co., Inc. (888 644-5854, 212 269-5550 or dfking.com/twx) is tender agent and information agent.

Time Warner is a New York-based television and film company.

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