UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 13, 2008
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15062 13-4099534
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One Time Warner Center, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
212-484-8000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On November 18, 2008, Time Warner Cable Inc. ("TWC"), a subsidiary of Time
Warner Inc. (the "Company" or "Time Warner"), completed its offering of $2.0
billion in aggregate principal amount of senior unsecured notes consisting of
$750 million principal amount of 8.25% Notes due 2014 (the "2014 Notes") and
$1.25 billion principal amount of 8.75% Notes due 2019 (the "2019 Notes" and,
together with the 2014 Notes, the "Debt Securities"). The Debt Securities are
guaranteed by Time Warner Entertainment Company, L.P. and TW NY Cable Holding
Inc., each a subsidiary of TWC (collectively, the "Guarantors"). In connection
with the offering, on November 13, 2008, TWC and the Guarantors entered into an
Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global
Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Mizuho
Securities USA Inc., as representatives of the underwriters listed in Schedule
II thereto (collectively, the "Underwriters"). The Underwriting Agreement
contains customary representations, covenants and indemnification provisions.
The offering of the Debt Securities was registered under the Securities Act of
1933, as amended, pursuant to a registration statement on Form S-3 (File No.
333-151671) filed with the Securities and Exchange Commission (the "Commission")
on June 16, 2008. The terms of the Debt Securities are described in TWC's
Prospectus dated June 16, 2008, as supplemented by a final Prospectus Supplement
dated November 13, 2008, as filed with the Commission on November 14, 2008.
The Debt Securities were issued pursuant to an Indenture, dated as of April 9,
2007, as amended and supplemented (the "Indenture"), by and among TWC, the
Guarantors and The Bank of New York Mellon, as trustee.
The 2014 Notes will mature on February 14, 2014, and the 2019 Notes will mature
on February 14, 2019. Interest on the 2014 Notes and the 2019 Notes will be
payable semi-annually in arrears on February 14 and August 14 of each year,
beginning on February 14, 2009. The Debt Securities are unsecured senior
obligations of TWC and rank equally with its other unsecured and unsubordinated
obligations. The guarantees of the Debt Securities are unsecured senior
obligations of the Guarantors and rank equally in right of payment with all
other unsecured and unsubordinated obligations of the Guarantors.
The Debt Securities may be redeemed in whole or in part at any time at TWC's
option at a redemption price equal to the greater of (i) 100% of the principal
amount of the Debt Securities being redeemed and (ii) the sum of the present
values of the remaining scheduled payments on the Debt Securities discounted to
the redemption date on a semi-annual basis at a government treasury rate plus 50
basis points for each of the 2014 Notes and the 2019 Notes as further described
in the Indenture and the Debt Securities, plus, in each case, accrued but unpaid
interest to the redemption date.
The Indenture contains customary covenants relating to restrictions on the
ability of TWC or any material subsidiary to create liens and on the ability of
TWC and the Guarantors to consolidate, merge or convey or transfer substantially
all of their assets. The Indenture also contains customary events of default.
Certain of the Underwriters and their affiliates have performed and may, from
time to time in the future, engage in transactions with and perform commercial
and investment banking and advisory services for the Company and its
subsidiaries, including TWC, for which they have received or will receive
customary fees and expenses.
TWC intends to use the net proceeds from the issuance of the Debt Securities to
fund, in part, its payment of a special cash dividend of approximately $10.9
billion to be distributed pro rata to all holders of TWC Class A Common Stock
and TWC Class B Common Stock prior to the separation of TWC from the Company as
described in the Company's Current Report on Form 8-K dated May 20, 2008, which
was filed with the Commission on May 27, 2008. If the separation is not
consummated and the special divided is not paid, TWC will use the proceeds from
the issuance of the Debt Securities for general corporate purposes, including
repayment of indebtedness. As a result of the offering, the commitments of the
lenders under TWC's 364-day senior unsecured term loan facility entered into in
June 2008 to fund in part the special cash dividend were reduced by $1.970
billion to $1.932 billion (excluding the commitment of Lehman Brothers
Commercial Bank, due to the uncertainty of its ability to fund in light of the
filing of its parent company of a petition under Chapter 11 of the U.S.
Bankruptcy Code), and the commitment of the Company under TWC's two-year senior
unsecured supplemental term loan facility was reduced by $985 million to $1.535
billion.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Reference is made to Item 1.01 and the description of the Debt Securities and
the Indenture contained therein, each of which is hereby incorporated by
reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
99.1 Underwriting Agreement, dated November 13, 2008, among Time
Warner Cable Inc. ("TWC"), TW NY Cable Holding Inc., Time Warner
Entertainment Company, L.P. and Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Mizuho
Securities USA Inc. on behalf of themselves and as
representatives of the other underwriters named therein
(incorporated herein by reference to Exhibit 1.1 to the Current
Report on Form 8-K dated November 13, 2008 filed by TWC with the
Commission on November 18, 2008 (File No. 1-33335) ("TWC's
November 13 Form 8-K")).
99.2 Form of 8.25% Notes due 2014 (incorporated herein by
reference to Exhibit 4.1 to TWC's November 13 Form 8-K).
99.3 Form of 8.75% Notes due 2019 (incorporated herein by
reference to Exhibit 4.2 to TWC's November 13 Form 8-K).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TIME WARNER INC.
By: /s/ John K. Martin, Jr.
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Name: John K. Martin, Jr.
Title: Executive Vice President and
Chief Financial Officer
Date: November 18, 2008
EXHIBIT INDEX
Exhibit Description
99.1 Underwriting Agreement, dated November 13, 2008, among Time
Warner Cable Inc. ("TWC"), TW NY Cable Holding Inc., Time Warner
Entertainment Company, L.P. and Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Mizuho
Securities USA Inc. on behalf of themselves and as
representatives of the other underwriters named therein
(incorporated herein by reference to Exhibit 1.1 to the Current
Report on Form 8-K dated November 13, 2008 filed by TWC with the
Commission on November 18, 2008 (File No. 1-33335) ("TWC's
November 13 Form 8-K")).
99.2 Form of 8.25% Notes due 2014 (incorporated herein by
reference to Exhibit 4.1 to TWC's November 13 Form 8-K).
99.3 Form of 8.75% Notes due 2019 (incorporated herein by
reference to Exhibit 4.2 to TWC's November 13 Form 8-K).