TW lays out Lyons share

As part of the ongoing restructuring of its balance sheet, Time Warner Inc. announced Tuesday that it filed a preliminary prospectus supplement for an offering of $ 2 billion principal amount of Liquid Yield Option Notes (LYONs) due 2013, convertible at the option of the holder for shares of Time Warner common stock.

The company said it anticipates proceeds of about $ 750 million, which it will use — together with available cash and equivalents — to redeem a like principal amount of Time Warner’s 8 3/4% convertible subordinated debentures due 2015.

Underwriter Merrill Lynch has a 30-day option to purchase up to an additional 15% of the LYONs.

The LYONs offering of zero coupon senior notes will be the first takedown by Time Warner under the shelf registration statement it filed in February. Over the past six months, Time Warner has restructured more than $ 10 billion of debt , taking advantage of the prevailing lower interest rates.

The conversion rate will be equivalent to an initial conversion price of $ 48 per share of common stock, slightly higher than the conversion price of the Time Warner 8 3/4% convertible subordinated debentures being redeemed.

The LYONs will be callable by the company at any time after the fifth anniversary of the offering.

Holders will be able to put any LYON to the company at the fifth, 10th, and 15th anniversary of the issue and the company will be able to satisfy its obligation by paying cash or issuing shares of common stock valued at its then market value or in any combination.

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