UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): May 28, 2015
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-15062 | 13-4099534 | ||
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer | ||
| 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 8.01. Other Events.
Time Warner Inc. (the “Company”) is filing this Current Report on Form 8-K to file the opinions of Cravath, Swaine & Moore LLP and Louise S. Sams, Esq., Executive Vice President, General Counsel and Secretary of Turner Broadcasting System, Inc., in connection with the Company’s (i) Registration Statement on Form S-3 (File No. 333-186798) filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2013 and (ii) prospectus supplement dated May 28, 2015 filed with the SEC on May 29, 2015. The prospectus supplement relates to a registered public offering of $1,500,000,000 aggregate principal amount of the Company’s 3.60% Notes due 2025 and $600,000,000 aggregate principal amount of the Company’s 4.85% Debentures due 2045 and forms a part of the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
| Exhibit |
Description | |
| 5.1 | Opinion of Cravath, Swaine & Moore LLP | |
| 5.2 | Opinion of Louise S. Sams, Esq., Executive Vice President, General Counsel and Secretary of Turner Broadcasting System, Inc. | |
| 23.1 | Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Louise S. Sams, Esq., Executive Vice President, General Counsel and Secretary of Turner Broadcasting System, Inc. (included in Exhibit 5.2) |
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/ Howard M. Averill | |||
| Name: | Howard M. Averill | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
Date: June 2, 2015
EXHIBIT INDEX
| Exhibit |
Description | |
| 5.1 | Opinion of Cravath, Swaine & Moore LLP | |
| 5.2 | Opinion of Louise S. Sams, Esq., Executive Vice President, General Counsel and Secretary of Turner Broadcasting System, Inc. | |
| 23.1 | Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Louise S. Sams, Esq., Executive Vice President, General Counsel and Secretary of Turner Broadcasting System, Inc. (included in Exhibit 5.2) |
Exhibit 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]
June 2, 2015
Time Warner Inc.,
Historic TW Inc.,
Home Box Office, Inc. and
Turner Broadcasting System, Inc.
3.60% Notes due 2025
4.85% Debentures due 2045
Ladies and Gentlemen:
We have acted as counsel for Time Warner Inc., a Delaware corporation (the “Company”), Historic TW Inc., a Delaware corporation (“Historic TW”), Home Box Office, Inc., a Delaware corporation (“HBO”), and Turner Broadcasting System, Inc., a Georgia corporation (“TBS” and, together with Historic TW and HBO, the “Guarantors”), in connection with the public offering and sale by the Company of $1,500,000,000 aggregate principal amount of 3.60% Notes due 2025 (the “Notes”) and $600,000,000 aggregate principal amount of 4.85% Debentures due 2045 (the “Debentures” and, together with the Notes, the “Debt Securities”), in each case to be issued pursuant to the Indenture dated as of March 11, 2010 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon, as Trustee. Pursuant to the Indenture, the Debt Securities will be unconditionally guaranteed by Historic TW, and Historic TW’s guarantee of the Debt Securities will be unconditionally guaranteed by HBO and TBS (collectively, the “Guarantees” and, together with the Debt Securities, the “Securities”).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including (a) the Certificate of Incorporation, as amended or restated, of each of the Company, Historic TW and HBO; (b) the By-laws, as amended, of each of the Company, Historic TW and HBO; (c) the Transaction Approval and Reporting Guidelines dated July 30, 2013, approved by the Board of Directors of the Company at a meeting on July 30, 2013; (d) certain resolutions adopted by the Board of Directors of the Company at
meetings on January 28, 2010, January 31, 2013 and January 29, 2015, certain resolutions adopted by the Audit and Finance Committee of the Board of Directors of the Company at meetings on January 28, 2015 and April 22, 2015, certain resolutions adopted at a meeting on March 1, 2010 by the Financing Committee appointed by the Board of Directors of the Company at a meeting on January 28, 2010, and certain resolutions adopted at a meeting on May 15, 2015 by the Financing Committee appointed by the Audit and Finance Committee of the Board of Directors of the Company at meetings on January 28, 2015 and April 22, 2015; (e) certain officer’s certificates dated July 14, 2010 and June 1, 2015; (f) certain resolutions adopted by the Board of Directors of Historic TW by unanimous written consents dated February 3, 2010, February 15, 2013, March 27, 2015 and April 30, 2015; (g) certain resolutions adopted by the Board of Directors of HBO by unanimous written consents dated February 5, 2010, February 20, 2013, March 26, 2015 and May 1, 2015; (h) the Registration Statement on Form S-3 (Registration No. 333-186798) filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2013, for registration under the Securities Act of 1933, as amended (the “Securities Act”), of various securities of the Company and the Guarantors, to be issued from time to time by the Company and the Guarantors (the “Registration Statement”); (i) the related Prospectus dated February 22, 2013 (together with the documents incorporated therein by reference, the “Basic Prospectus”); (j) the Prospectus Supplement dated May 28, 2015, filed with the Commission pursuant to Rule 424(b) under the Securities Act (together with the Basic Prospectus and any material incorporated therein by reference, the “Prospectus”); (k) the Pricing Term Sheet dated May 28, 2015, filed with the Commission pursuant to Rule 433 under the Securities Act; (l) the Underwriting Agreement, as executed on May 28, 2015 (the “Underwriting Agreement”); (m) the Indenture; (n) a specimen global certificate for the Notes and (o) a specimen global certificate for the Debentures.
As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy. In expressing the opinions set forth herein, we have assumed, with your consent and without independent investigation or verification, (a) the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies, (b) that the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Trustee and (c) that the guarantee by TBS has been duly authorized, executed and delivered by TBS.
Based on the foregoing and subject to the qualifications set forth herein, and subject to compliance with applicable state securities laws, we are of opinion that, when the Debt Securities are executed and authenticated in accordance with the provisions of the Indenture, and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, (i) the Debt Securities will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles
of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law) and (ii) the Guarantees will constitute legal, valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms and entitled to the benefits of the Guarantees (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).
We are admitted to practice in the State of New York and we express no opinion as to any matters governed by any law other than the law of the State of New York, the Federal law of the United States of America and the General Corporation Law of the State of Delaware. Our opinions, insofar as they involve matters of the laws of the State of Georgia, are qualified to the extent that we have relied upon the opinion dated the date hereof of Louise S. Sams, Esq., Executive Vice President, General Counsel and Secretary of TBS (the “TBS Opinion”), a copy of which has been delivered to you, and we have assumed, without independent investigation, the correctness of, and take no responsibility for, the TBS Opinion.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on June 2, 2015, and to the incorporation by reference of this opinion into the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus supplement forming a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Cravath, Swaine & Moore LLP
Time Warner Inc.
Historic TW Inc.
One Time Warner Center
New York, NY 10019
Home Box Office, Inc.
1100 Avenue of the Americas
New York, NY 10036
Turner Broadcasting System, Inc.
One CNN Center
Atlanta, GA 30303
O
Exhibit 5.2
June 2, 2015
Time Warner Inc.
One Time Warner Center
New York, NY 10019
Historic TW Inc.
One Time Warner Center
New York, NY 10019
Home Box Office, Inc.
1100 Avenue of the Americas
New York, NY 10036
Turner Broadcasting System, Inc.
One CNN Center
Atlanta, GA 30303
| Re: | Turner Broadcasting System, Inc. |
Ladies and Gentlemen:
I have acted as counsel for Turner Broadcasting System, Inc., a Georgia corporation (“TBS”), in connection with the public offering and sale by Time Warner Inc., a Delaware corporation (the “Company”), of $1,500,000,000 aggregate principal amount of the Company’s 3.60% Notes due 2025 (the “Notes”) and $600,000,000 aggregate principal amount of the Company’s 4.85% Debentures due 2045 (the “Debentures” and, together with the Notes, the “Debt Securities”), to be issued pursuant to the Indenture dated as of March 11, 2010 (as from time to time amended or supplemented, the “Indenture”), among the Company, Historic TW Inc., a Delaware corporation (“Historic TW”), Home Box Office, Inc., a Delaware corporation (“HBO”), and TBS and The Bank of New York Mellon, as trustee (the “Trustee”). Pursuant to the Indenture, the Debt Securities will be fully, irrevocably and unconditionally guaranteed by Historic TW, and Historic TW’s guarantee of the Debt Securities will be fully, irrevocably and unconditionally guaranteed by HBO and TBS. The guarantee by TBS of Historic TW’s guarantee of the Debt Securities is referred to herein as the “TBS Guarantee.”
June 2, 2015
Page 2
In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or appropriate for the purposes of this opinion, including, among other things, (a) the Articles of Restatement of TBS, as amended and in effect on February 1, 2010 and March 11, 2010, (b) the Amended and Restated Articles of Incorporation of TBS, as in effect on February 15, 2013 and the date hereof, (c) the By-Laws of TBS, as amended and in effect on February 1, 2010 to the date hereof, (d) the Indenture and (e) resolutions adopted by the Board of Directors of TBS by unanimous written consent on February 1, 2010, February 15, 2013, March 26, 2015 and April 30, 2015.
Based on the foregoing and subject to the qualifications hereinafter set forth, I am of the opinion as follows:
| 1. | TBS is a corporation validly existing and in good standing under the laws of the State of Georgia. |
| 2. | The Indenture and the TBS Guarantee have been duly authorized, executed and delivered by TBS. |
I am admitted to practice in the State of Georgia, and I express no opinion as to any matters governed by any law other than the laws of the State of Georgia and the federal laws of the United States of America.
I am furnishing this opinion to you solely for your benefit. I hereby consent that Cravath, Swaine & Moore LLP may rely upon this opinion as if it were addressed to them. This opinion may not be relied upon by any other person or for any other purpose or used, circulated, quoted or otherwise referred to for any other purpose.
I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission (the “Commission”) in connection with the registration of the Debt Securities. In giving such consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission as promulgated thereunder.
| Very truly yours, |
| /s/ Louise S. Sams |
| Louise S. Sams |