Time Warner’s $1.5 Billion Notes Offering and Cash Tender Offer

Shearman & Sterling represented the underwriters, led by Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA Inc. and Wells Fargo Securities, LLC, as the active joint book-running managers in connection with Time Warner Inc.’s offering of $1.5 billion aggregate principal amount of 3.80% notes due 2027. The notes are guaranteed by certain of Time Warner’s domestic subsidiaries.

Shearman & Sterling also represented Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. as dealer-managers on Time Warner’s cash tender offer for $3 billion aggregate principal amount of the outstanding debt securities of Time Warner and Historic TW Inc. (including in its capacity as successor by merger to Time Warner Companies, Inc.).

Time Warner is a leading media and entertainment company with businesses in television networks, film and TV entertainment.

On October 22, 2016, Time Warner entered into a merger agreement with AT&T Inc., pursuant to which Time Warner will combine with AT&T Inc. in a stock-and-cash transaction (the “Merger”). The Merger is subject to approval by Time Warner stockholders and the receipt of certain antitrust and other required regulatory consents. The Merger is expected to close before year-end 2017.

The Shearman & Sterling team was led by partner Lisa Jacobs (Picture) (New York-Capital Markets); and associates Naveen Pogula (New York-Capital Markets), Paul Anderson (New York-Capital Markets) and Brian Hurd (New York-Corporate Group). Other key members of the team included partners Russell Sacks (New York-Financial Institutions Advisory & Financial Regulatory) and Kristen Garry (Washington, DC-Tax); counsel Jennifer Morton (New York-Financial Institutions Advisory & Financial Regulatory); and associates Eric Grosshandler (New York-Tax) and Jenny Ding (New York- Financial Institutions Advisory & Financial Regulatory).

Involved fees earner: Lisa Jacobs – Shearman & Sterling; Naveen Pogula – Shearman & Sterling; Paul Anderson – Shearman & Sterling; Brian Hurd – Shearman & Sterling; Russell Sacks – Shearman & Sterling; Jennifer Morton – Shearman & Sterling; Jenny Ding – Shearman & Sterling; Kristen Garry – Shearman & Sterling; Eric Grosshandler – Shearman & Sterling;

Law Firms: Shearman & Sterling;

Clients: Barclays Capital; Citigroup Global Markets Ltd; Deutsche Bank Securities; Wells Fargo; Mizuho Securities; Credit Suisse Securities Limited;

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Author: Ambrogio Visconti