Time Warner starts upsized tender for $3 billion of debentures

New York, Nov. 29 – Time Warner Inc. began tender offers for seven series of debentures issued by Time Warner and Historic TW Inc.

The offers are limited to a total of $3 billion principal amount of debentures and a maximum purchase price of $4 billion, excluding accrued interest.

Those maximums were increased from the $2.7 billion principal amount $3.5 billion purchase price originally announced on Tuesday.

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

The tenders are as follows, listed in order of priority, highest priority first:

• $2 billion of outstanding 7.7% debentures due 2032, with pricing to be set using a spread of 140 basis points over the 2.25% Treasury due Aug. 15, 2046;

• $2 billion of outstanding 7.625% debentures due 2031, with pricing to be set using a spread of 190 bps over the 2% Treasury due Nov. 15, 2026;

• $1 billion of outstanding 6.5% debentures due 2036, with pricing to be set using a spread of 180 bps over the 2.25% Treasury due Aug. 15, 2046;

• $1 billion of outstanding 6.625% debentures due 2029, with pricing to be set using a spread of 175 bps over the 2% Treasury due Nov. 15, 2026;

• $602,337,000 of outstanding 9.15% debentures due 2023, with pricing to be set using a spread of 115 bps over the 2% Treasury due Nov. 15, 2026;

• $500 million of outstanding 6.95% debentures due 2028, with pricing to be set using a spread of 160 bps over the 2% Treasury due Nov. 15, 2026; and

• $450 million of outstanding 7.57% debentures due 2024, with pricing to be set using a spread of 125 bps over the 2% Treasury due Nov. 15, 2026.

The pricing formulas all include an early tender premium of $30.00 per $1,000 principal amount that will only be paid to holders who tender by the early deadline of 5 p.m. ET on Dec. 12.

The tenders end at 11:59 p.m. ET on Dec. 27.

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

Pricing will be set at 11 a.m. ET on Dec. 13.

In addition to the amounts calculated, Time Warner will also pay accrued interest up to but excluding the settlement date.

Early settlement is planned for Dec. 14 and final settlement for Dec. 28.

Citigroup Global Markets, Inc. (800 558-3745), Credit Suisse Securities (USA) LLC (800 820-1653) and Deutsche Bank Securities (866 627-0391) are dealer managers. D. F. King & Co., Inc. at (888 644-5854, 212 269-5550 or www.dfking.com/twx) is tender agent and information agent.

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

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