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 23, 2004
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
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(Address of Principal Executive Offices) (Zip Code)
212-484-8000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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 240.13-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth below under Item 2.03 (Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant ) is hereby incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
Concurrently with the effectiveness of the Credit Agreement described in
Item 2.03 below, Time Warner Cable Inc. ("TWC"), a consolidated subsidiary of
Time Warner Inc. ("Time Warner"), and Time Warner Entertainment Company, L.P.
("TWE" and, together with TWC, the "Borrowers"), a consolidated subsidiary of
TWC, terminated their previously existing $1.0 billion 364-day revolving credit
agreement, dated as of December 9, 2003, and $500 million three-year term loan
agreement, dated as of December 9, 2003 (the "Terminated Agreements").
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On November 23, 2004, the Borrowers entered into an amended and restated
$4.0 billion five-year revolving credit agreement (the "Credit Agreement") with
a syndicate of financial institutions, including JPMorgan Chase Bank, N.A., as
Administrative Agent, Citibank, N.A. and Deutsche Bank AG, New York Branch, as
Co-Syndication Agents, and ABN Amro Bank N.V. and BNP Paribas, as
Co-Documentation Agents. The Credit Agreement amends and restates the Borrowers'
previous $2.0 billion five-year revolving credit agreement, dated as of December
9, 2003, and replaces the Terminated Agreements.
Borrowings under the Credit Agreement bear interest at an annual rate based
on the credit rating of TWC, which rate is currently LIBOR plus 0.39%. In
addition, the Borrowers are required to pay a facility fee of 0.11% per annum on
the aggregate commitments under the Credit Agreement. An additional usage fee of
0.10% per annum of the outstanding amounts under the Credit Agreement is
incurred if such amounts exceed 50% of the aggregate commitments under the
Credit Agreement. The Credit Agreement provides same-day funding capability, and
a portion of the commitments not to exceed $300 million at any time may be used
for the issuance of letters of credit. The Credit Agreement contains
representations, warranties, covenants and events of default which are
substantially identical to those contained in the Borrowers' previous $2.0
billion five-year credit agreement, including, without limitation, a maximum
leverage ratio covenant of 5.0 times consolidated EBITDA of TWC and an interest
coverage covenant of 2.0 times consolidated cash interest expense of TWC. Each
of these ratios is more fully defined in the Credit Agreement. The Credit
Agreement does not contain any credit ratings-based defaults or covenants, or
any ongoing covenant or representation specifically relating to a material
adverse change in TWC's financial condition or results of operations. Borrowings
may be used for general corporate purposes and unused credit is available to
support commercial paper borrowings.
The Borrowers have cross-guaranteed their respective obligations under the
Credit Agreement, and Warner Communications Inc. ("WCI") and American Television
and Communications Corporation ("ATC") (both indirect wholly-owned subsidiaries
of Time Warner, but not subsidiaries of TWC) have each guaranteed a pro-rata
portion of TWE's obligations under the Credit Agreement (including TWE's
obligations under its guarantee of TWC's obligations), although there are
generally no restrictions on the ability of WCI and ATC to transfer material
assets (other than their interest in TWC or TWE) to parties that are not
guarantors. The Credit Agreement will expire on November 23, 2009, at which time
all outstanding amounts under the Credit Agreement will be due and payable. In
the event of a default by the Borrowers, the lenders may terminate the Credit
Agreement and declare any outstanding loans, accrued interest, fees and other
obligations to be due and payable immediately.
Some of the lenders under the Credit Agreement and their affiliates have
various relationships with Time Warner and its subsidiaries (including the
Borrowers) involving the provision of financial services, including cash
management, investment banking, trust and leasing services. In addition, Time
Warner and certain of its
subsidiaries have entered into interest rate, foreign exchange and other
derivative arrangements with certain of the lenders and their affiliates.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
99.1 $4.0 Billion 5-Year Revolving Credit Agreement, dated as of
December 9, 2003 and amended and restated as of November 23,
2004, among Time Warner Cable Inc., Time Warner Entertainment
Company, L.P., the Lenders party thereto, JPMorgan Chase Bank,
N.A., as Administrative Agent, Citibank, N.A. and Deutsche Bank
AG, New York Branch, as Co-Syndication Agents, and ABN Amro Bank
N.V. and BNP Paribas, as Co-Documentation Agents, with associated
Guarantees.
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/ Wayne H. Pace
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Name: Wayne H. Pace
Title: Executive Vice President and
Chief Financial Officer
Date: November 29, 2004
EXHIBIT INDEX
Exhibit Description
99.1 $4.0 Billion 5-Year Revolving Credit Agreement, dated as of
December 9, 2003 and amended and restated as of November 23,
2004, among Time Warner Cable Inc., Time Warner
Entertainment Company, L.P., the Lenders party thereto,
JPMorgan Chase Bank, N.A., as Administrative Agent,
Citibank, N.A. and Deutsche Bank AG, New York Branch, as
Co-Syndication Agents, and ABN Amro Bank N.V. and BNP
Paribas, as Co-Documentation Agents, with associated
Guarantees.