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): March 17, 2009
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 1.02 Termination of a Material Definitive Agreement.
As previously reported, on January 8, 2008, Time Warner Inc., a Delaware
corporation (the "Company" or "Time Warner"), entered into an unsecured credit
agreement (the "Credit Agreement"), among the Company, as borrower, the lenders
from time to time party thereto, Deutsche Bank AG New York Branch, as
Administrative Agent, Bank of America, N.A. and Fortis Capital Corp., as
Co-Syndication Agents, and The Royal Bank of Scotland plc and Sumitomo Mitsui
Banking Corporation, as Co-Documentation Agents, for a $2.0 billion three-year
term loan facility (the "Term Facility"), which was fully drawn at the time of
closing on January 8, 2008.
As previously reported, on March 12, 2009, Time Warner received approximately
$9.25 billion as its portion of the special cash dividend (the "Special
Dividend") paid by Time Warner Cable Inc. ("TWC") to its stockholders in
connection with the separation of TWC from the Company.
On March 17, 2009, the Company used a portion of the proceeds it received from
the Special Dividend to repay in full the $2.0 billion outstanding under the
Term Facility plus accrued interest and terminated the Credit Agreement. The
guarantees of Time Warner's obligations under the Term Facility provided by TW
AOL Holdings Inc. and Historic TW Inc. ("Historic TW") and the guarantee of
Historic TW's guarantee obligation provided by Turner Broadcasting System, Inc.
were also terminated. The Term Facility would have matured on January 8, 2011.
Time Warner did not incur any early termination or prepayment penalties in
connection with the termination of the Term Facility.
Certain of the lenders under the Term Facility 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 for which they have received or will receive
customary fees and expenses.
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: March 18, 2009