UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 26, 2011
TIME WARNER CABLE INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33335
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84-1496755
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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60 Columbus Circle, New York, New York 10023
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (212) 364-8200
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 26, 2011, Time Warner Cable Inc. (the Company) completed its offering of £625,000,000
principal amount of 5¾% Notes due 2031 (the Notes). The Notes are
guaranteed by Time Warner Entertainment Company, L.P. and TW NY Cable Holding Inc., each a
subsidiary of the Company (collectively, the Guarantors).
The offering of the Notes was registered under the Securities Act of 1933, as amended,
pursuant to a registration statement on Form S-3 (File No. 333-173760) (the Registration
Statement) filed with the Securities and Exchange Commission (the Commission) on April 28, 2011.
The terms of the Notes are described in the Companys Prospectus dated April 28, 2011, as
supplemented by a final Prospectus Supplement dated May 19, 2011, as filed with the Commission on
May 19, 2011.
The Notes were issued pursuant to an Indenture, dated as of April 9, 2007, as amended and
supplemented (the Indenture), by and among the Company, the Guarantors and The Bank of New York
Mellon, as trustee. The Indenture was previously described in, and included as an exhibit to, the
Companys Current Report on Form 8-K dated April 4, 2007, which was filed with the Commission on
April 9, 2007.
The
Notes will mature on June 2, 2031. The Notes will bear interest
at a rate of 5¾% per year,
and interest on the Notes will be payable annually in arrears on June 2 of each year, beginning on
June 2, 2012. The Notes are unsecured senior obligations of the Company and rank equally with its
other unsecured and unsubordinated obligations. The guarantees of the Notes are unsecured senior
obligations of the Guarantors and rank equally in right of payment with all other unsecured and
unsubordinated obligations of the Guarantors.
The Company may redeem the Notes in whole or in part at any time at the Companys option, at a
redemption price equal to the greater of (i) 100% of the principal amount of the Notes being
redeemed and (ii) the sum of the present values of the remaining scheduled payments on the Notes
discounted to the redemption date on an annual basis at a comparable government bond rate plus 30
basis points as further described in the Indenture and the Notes, plus, in each case, accrued but
unpaid interest to, but not including, the redemption date.
The Company may offer to redeem all, but not less than all, of the Notes in the event of
certain changes in the tax laws of the United States (or any taxing authority in the United
States). This redemption would be at a redemption price equal to 100% of the principal amount,
together with accrued and unpaid interest on the Notes to, but not including, the date fixed for
redemption.
The Company will, subject to certain exceptions and limitations set forth in the Notes, pay
additional amounts on the Notes as are necessary in order that the net payment by the Company or a
paying agent of the principal of and interest on the Notes to a holder who is not a United States
person, after withholding or deduction for any present or future tax, assessment or other
governmental charge imposed by the United States or a taxing authority in the United States will
not be less than the amount provided in the Notes to be then due and payable.
The Indenture contains customary covenants relating to restrictions on the ability of the
Company or any material subsidiary to create liens and on the ability of the Company and the
Guarantors to consolidate, merge or convey or transfer substantially all of their assets. The
Indenture also contains customary events of default. The form of
5¾% Note due
2031 is attached as Exhibit 4.1 to this Report and is incorporated by reference into this Report
and the Registration Statement.
The Company expects to use the net proceeds from the issuance of the Notes for general
corporate purposes, which may include the repayment of debt.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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4.1
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Form of 5
3
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4
% Note due 2031.
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5.1
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Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
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23.1
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Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1 hereto).
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SIGNATURES
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.
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TIME WARNER CABLE INC.
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By:
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/s/ Robert D. Marcus
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Name:
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Robert D. Marcus
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Title:
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President & Chief Operating Officer;
Acting Chief Financial Officer
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Date: May 26, 2011
Exhibit Index
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Exhibit No.
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Description
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4.1
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Form of 5
3
/
4
% Note due 2031.
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5.1
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Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
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23.1
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Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1 hereto).
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Exhibit
4.1
FORM OF FACE OF NOTE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, S.A./N.V.,
AS OPERATOR OF THE EUROCLEAR SYSTEM (EUROCLEAR) AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME,
LUXEMBOURG (CLEARSTREAM, LUXEMBOURG AND, TOGETHER WITH EUROCLEAR, EUROCLEAR/CLEARSTREAM), TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY
PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED
OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
TIME WARNER CABLE INC.
5¾% Note due 2031
CUSIP:
88732J AZ1
ISIN: XS0630584166
Common Code: 063058416
Time Warner Cable Inc., a Delaware corporation (such corporation or any successor under the
Indenture referred to on the reverse hereof being called the Company), TW NY Cable Holding Inc.,
a Delaware corporation (TW NY), and Time Warner Entertainment Company, L.P., a Delaware limited
partnership (TWE and, together with TW NY, the Guarantors), promise to pay to The Bank of New
York Depository (Nominees) Limited as nominee of The Bank of New York Mellon, London Branch, a
common depositary for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme,
Luxembourg, or registered assigns, the principal sum of SIX HUNDRED
AND TWENTY FIVE MILLION POUNDS STERLING
(£625,000,000) on June 2, 2031. This Note has the benefit of unconditional guarantees by the
Guarantors, as more fully described on the reverse hereof.
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Interest Payment Date:
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Annually in arrears on June 2 of each year (the Interest
Payment Date), beginning June 2, 2012
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Record Date:
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One business day prior to the Interest Payment Date.
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Additional provisions of this Note are set forth on the other side of this Note.
Dated: May
26, 2011
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TIME WARNER CABLE INC.,
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Attest:
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by
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/s/ Robert D. Marcus
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/s/ David A. Christman
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Name: Robert D. Marcus
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Title:
President and Chief Operating
Officer; Acting Chief Financial Officer
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TW NY CABLE HOLDING INC.,
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Attest:
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as Guarantor,
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/s/ David A. Christman
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by
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/s/ Robert D. Marcus
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Name: Robert D. Marcus
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Title: President and Chief Operating
Officer; Acting Chief Financial Officer
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TIME WARNER ENTERTAINMENT COMPANY, L.P.,
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as Guarantor,
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Attest:
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/s/ David A. Christman
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by
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/s/ Robert D. Marcus
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Name: Robert D. Marcus
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Title: President and Chief Operating
Officer; Acting Chief Financial Officer
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TRUSTEES CERTIFICATE OF
AUTHENTICATION
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This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
The Bank of New York Mellon, as Trustee,
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by
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/s/ Timothy Casey
Authorized
Signatory
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Dated
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5/26/2011
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FORM OF REVERSE SIDE OF NOTE
TIME WARNER CABLE INC.
5
3
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4
% Note due 2031
1.
Indenture
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This Note (as defined below) is one of the duly authorized issue of senior debentures, notes,
bonds or other evidences of indebtedness (hereinafter called the Debt Securities) of the Company
of the series hereinafter specified, all issued or to be issued under and pursuant to the
Indenture, dated as of April 9, 2007, among the Company, TW NY, TWE, and The Bank of New York
Mellon, formerly known as The Bank of New York, as Trustee (herein called the Trustee), as
supplemented by the first supplemental indenture, dated as of April 9, 2007, between the Company,
TW NY, TWE and the Trustee and pursuant to resolutions adopted by the Offering Committee of the
Company on May 19, 2011, as authorized by the Companys Board of Directors (as so supplemented,
the Indenture), to which reference is hereby made for a statement of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, and any agent of the Trustee,
any Paying Agent, the Company, the Guarantors and the Holders of the Debt Securities, and the terms
upon which the Debt Securities are issued and may be authenticated and delivered.
The Debt Securities may be issued in one or more series, which different series may be issued
in various aggregate principal amounts, may mature at different times, may bear interest (if any)
at different rates, may have different conversion prices or exchange provisions (if any), may be
subject to different redemption provisions (if any), may be subject to different sinking, purchase
or analogous funds (if any), may be subject to different covenants and Events of Default and may
otherwise vary as provided or permitted in the Indenture. This Note is one of the series of Debt
Securities of the Company issued pursuant to the Indenture designated
as the 5
3
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4
% Notes due
2031 (the Notes), initially limited in aggregate
principal amount to £625,000,000. The Company may,
without the consent of the Holders of the Notes, issue additional Notes having the same ranking,
interest rate, maturity and other terms as the Notes. Any additional Notes will, together with the
Notes, constitute a single series of the Notes under the Indenture. No additional Notes may be
issued if an Event of Default has occurred with respect to the Notes.
2.
Interest
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The
Company promises to pay interest from May 26, 2011, on the principal amount of this Note
annually in cash in arrears on June 2 of each year, beginning June 2, 2012, in like coin or
currency, at the rate per annum specified in the title hereof.
Interest on the Notes shall be computed on the basis of the actual number of days in the
period for which interest is being calculated and the actual number of days from and including the
date from which interest begins to accrue for the period to (or
May 26, 2011 if no interest has
been paid on the Notes), but excluding the next scheduled Interest Payment Date. If interest or
principal on this Note is payable on a date that is not a Business Day, then interest will be paid
on the first Business Day following the scheduled Interest Payment Date. Interest periods are
unadjusted. The day count convention is ACTUAL/ACTUAL (ICMA).
Business Day means any day other than a Saturday or Sunday or a day on which banking
institutions in The City of New York or the City of London are authorized or required by law or
executive order to close.
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3.
Guarantees
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Each of TW NY and TWE, as primary obligor and not merely as surety, irrevocably and
unconditionally guarantees, to each Holder of Notes, and to the Trustee and its successors and
assigns, (i) the full and punctual payment of principal of and interest on the Notes when due,
whether at maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations of the Company under the Indenture (including obligations to the Trustee) and the Notes
and (ii) the full and punctual performance within applicable grace periods of all other obligations
of the Company under the Indenture and the Notes.
The Guarantees constitute guarantees of payment, performance and compliance and not merely of
collection. The obligation of the Guarantors to make any payments may be satisfied by causing the
Company or any other Person to make such payments. Further, the Guarantors agree to pay any and all
costs and expenses (including reasonable attorneys fees) incurred by the Trustee or any Holder of
Notes in enforcing any of their respective rights under the Guarantees.
4.
Issuance in Sterling
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Principal and interest payments in respect of the Notes will be payable in Sterling. If the
United Kingdom adopts euro, in lieu of Sterling, as its lawful currency, the Notes will be
redenominated in euro on a date determined by the Company, with a principal amount for each Note
equal to the principal amount of that Note in Sterling, converted into euro at the rate established
by the applicable law; provided that, if the Company determines after consultation with the Paying
Agent that the then current market practice in respect of redenomination into euro of
internationally offered securities is different from the provisions specified above, such
provisions will be deemed to be amended so as to comply with such market practice and the Company
will promptly notify the Trustee and the Paying Agent of such deemed amendment. The Company will
give 30 days notice of the redenomination date to the Paying Agent, the Trustee, and
Euroclear/Clearstream.
If Sterling or, in the event the Notes are redenominated in euro, euro is unavailable to the
Company due to the imposition of exchange controls or other circumstances beyond the Companys
control (other than due to the circumstances described in the preceding paragraph), then all
payments in respect of the Note will be made in U.S. dollars until Sterling or euro, as the case
may be, is again available to the Company. The amount payable on any date in Sterling or, in the
event the Notes are redenominated in euro, euro will be converted to U.S. dollars on the basis of
the then most recently available market exchange rate for Sterling or euro, as the case may be.
Any payment in respect of the Note so made in U.S. dollars will not constitute an event of default
under the Indenture.
5.
Method of Payment
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The
interest so payable, and punctually paid or duly provided for, on any
June 2 will,
except as provided in the Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Business Day immediately
preceding the Interest Payment Date (herein called the Regular Record Date) and may, at the
option of the Company, be paid by check mailed to the registered address of such Person. Any such
interest which is payable, but is not so punctually paid or duly provided for, shall forthwith
cease to be payable to the registered Holder on such Regular Record Date and may be paid either to
the Person in whose name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of the New York Stock Exchange (the NYSE) on which the Notes will be listed
and upon such notice as may be required by the NYSE, if such manner of payment shall be deemed
practicable by the Trustee, all as more fully provided in the Indenture.
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6.
Paying Agent
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Initially, The Bank of New York Mellon, London Branch will act as Paying Agent. The Company
reserves the right at any time to vary or terminate the appointment of any Paying Agent, to appoint
additional or other Paying Agents and to approve any change in the office through which any Paying
Agent acts.
7.
Optional Redemption
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The Company will have the right at its option to redeem any of the Notes in whole or in part,
at any time or from time to time prior to their maturity, on at least 30 days, but not more than 60
days, prior notice mailed to the registered address of each Holder of Notes, at a redemption price
equal to the greater of (i) 100% of the principal amount of such Notes and (ii) the sum of the
present values of the Remaining Scheduled Payments (as defined below) (exclusive of interest
accrued to the date of redemption) discounted to the redemption date on an annual basis
(ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 30 basis points plus, in each
case, accrued and unpaid interest thereon to, but not including, the date of redemption.
Comparable Government Bond Rate means the price, expressed as a percentage (rounded to three
decimal places, 0.0005 being rounded upwards), at which the gross redemption yield (as calculated
by the Trustee) on the Notes, if they were to be purchased at such price on the third Business Day
prior to the date fixed for redemption, would be equal to the gross redemption yield on such
Business Day of the Comparable Government Bond (as defined below) on the basis of the middle market
price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Bay
as determined by an independent investment bank selected by us.
Comparable Government Bond means, in relation to any Comparable Government Bond Rate
calculation, at the discretion of an independent investment bank selected by us, a United Kingdom
government bond whose maturity is closest to the maturity of the Notes, or if such independent
investment bank in its discretion considers that such similar bond is not in issue, such other
United Kingdom government bond as such independent investment bank may, with the advice of three
brokers of, and/or market makers in, United Kingdom government bonds selected by such independent
investment bank, determine to be appropriate for determining the Comparable Government Bond Rate.
Remaining Scheduled Payments means, with respect to each Note to be redeemed, the remaining
scheduled payments of the principal thereof and interest thereon that would be due after the
related redemption date but for such redemption;
provided
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however
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that
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if such redemption date is not an interest payment date with respect to such Note , the amount of
the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount
of interest accrued thereon to such redemption date.
On and after the redemption date, interest will cease to accrue on the Notes or any portion
thereof called for redemption (unless the Company defaults in the payment of the redemption price
and accrued interest). On or before the redemption date, the Company shall deposit with the Trustee
money sufficient to pay the redemption price of and (unless the redemption date shall be an
Interest Payment Date) accrued and unpaid interest to the redemption date on the Notes to be
redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed
shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.
Additionally, the Company may at any time repurchase Notes in the open market and may hold or
surrender such Notes to the Trustee for cancellation.
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8.
Redemption for Tax Reasons
.
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings
promulgated under the laws) of the United States (or any taxing authority in the United States), or
any change in, or amendments to, an official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or becomes effective
on or after May 19, 2011 the Company becomes or, based upon a written opinion of independent
counsel selected by the Company, will become obligated to pay additional amounts as described below
with respect to the Notes, then the Company may at any time at its option redeem, in whole, but not
in part, the Notes on not less than 30 nor more than 60 days prior notice, at a redemption price
equal to 100% of their principal amount, together with accrued and unpaid interest on those Notes
to, but not including, the date fixed for redemption.
9.
Payment of Additional Amounts
.
The Company will, subject to the exceptions and limitations set forth below, pay as additional
interest on the Notes such additional amounts as are necessary in order that the net payment by the
Company or the Paying Agent of the principal of and interest on the Notes to a Holder who is not a
United States person (as defined below), after withholding or deduction for any present or future
tax, assessment or other governmental charge imposed by the United States or a taxing authority in
the United States will not be less than the amount provided in the Notes to be then due and
payable; provided, however, that the foregoing obligation to pay additional amounts shall not
apply:
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(1)
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to any tax, assessment or other governmental charge that
would not have been imposed but for the Holder, or a fiduciary, settlor,
beneficiary, member or shareholder of the Holder if the Holder is an estate,
trust, partnership or corporation, or a person holding a power over an estate
or trust administered by a fiduciary holder, being considered as:
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(a)
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being or having been engaged in a trade or
business in the United States or having or having had a permanent
establishment in the United States;
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(b)
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having a current or former connection with
the United States (other than a connection arising solely as a result
of the ownership of the Notes, the receipt of any payment or the
enforcement of any rights hereunder), including being or having been
a citizen or resident of the United States;
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(c)
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being or having been a personal holding
company, a passive foreign investment company or a controlled foreign
corporation with respect to the United States or a corporation that
has accumulated earnings to avoid United States federal income tax;
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(d)
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being or having been a 10-percent
shareholder of the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as amended (the Code)
or any successor provision; or
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(e)
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being a bank receiving payments on an
extension of credit made pursuant to a loan agreement entered into in
the ordinary course of its trade or business;
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(2)
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to any Holder that is not the sole beneficial owner of the
Notes, or a portion of the Notes, or that is a fiduciary, partnership or
limited liability company, but only to the extent that a beneficiary or
settlor with respect to the fiduciary, a beneficial owner or member of the
partnership or limited liability company would not have been entitled to the
payment of an additional amount had the beneficiary, settlor, beneficial owner
or member received directly its beneficial or distributive share of the
payment;
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(3)
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to any tax, assessment or other governmental charge that
would not have been imposed but for the failure of the Holder or any other
person to comply with certification, identification or information reporting
requirements concerning the nationality, residence, identity or connection
with the United States of the Holder or beneficial owner of the Notes, if
compliance is required by statute, by regulation of the United States or any
taxing authority therein or by an applicable income tax treaty to which the
United States is a party as a precondition to exemption from such tax,
assessment or other governmental charge;
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(4)
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to any tax, assessment or other governmental charge that is
imposed otherwise than by withholding by the Company or the Paying Agent from
the payment;
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(5)
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to any tax, assessment or other governmental charge that
would not have been imposed but for a change in law, regulation, or
administrative or judicial interpretation that becomes effective more than 15
days after the payment becomes due or is duly provided for, whichever occurs
later;
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(6)
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to any estate, inheritance, gift, sales, excise, transfer,
wealth, capital gains or personal property tax or similar tax, assessment or
other governmental charge;
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(7)
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to any withholding or deduction that is imposed on a payment
to an individual and that is required to be made pursuant to any law
implementing or complying with, or introduced in order to conform to, any
European Union Directive on the taxation of savings;
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(8)
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to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of principal of or
interest on any Note, if such payment can be made without such withholding by
at least one other paying agent;
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(9)
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to any tax, assessment or other governmental charge that
would not have been imposed but for the presentation by the Holder of any
Note, where presentation is required, for payment on a date more than 30 days
after the date on which payment became due and payable or the date on which
payment thereof is duly provided for, whichever occurs later; or
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(10)
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in the case of any combination of items (1), (2), (3), (4),
(5), (6), (7), (8) and (9).
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The Notes are subject in all cases to any tax, fiscal or other law or regulation or
administrative or judicial interpretation applicable to the Notes. Except as specifically provided
under this section Payments of Additional Amounts, the Company will not be required to make any
payment for
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any tax, assessment or other governmental charge imposed by any government or a political
subdivision or taxing authority of or in any government or political subdivision.
As used under this section Payments of Additional Amounts and under Section 8 Redemption
for Tax Reasons, the term United States means the United States of America (including the states
and the District of Columbia and any political subdivision thereof), and the term United States
person means any individual who is a citizen or resident of the United States for U.S. federal
income tax purposes, a corporation, partnership or other entity created or organized in or under
the laws of the United States, any state of the United States or the District of Columbia (other
than a partnership that is not treated as a United States person under any applicable Treasury
regulations), or any estate or trust the income of which is subject to United States federal income
taxation regardless of its source.
10.
Defaults and Remedies
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If an Event of Default with respect to the Notes shall occur and be continuing, the principal
of all the Notes and all accrued interest thereon may be declared due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture. Any payment by the Company
in respect of the Notes so made in U.S. dollars will not constitute an Event of Default under the
Indenture.
11.
Supplemental Indentures
.
The Indenture permits, with certain exceptions as therein provided, the Company and the
Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the Holders of the Debt Securities of each series under the
Indenture with the consent of the Holders of not less than a majority in principal amount of the
Debt Securities at the time Outstanding of all Series to be affected thereby (acting as one class).
12.
Consent and Waiver
.
The Indenture also permits the Holders of a majority in principal amount of the Debt
Securities at the time Outstanding of each series on behalf of the Holders of all Debt Securities
of such series to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults and their consequences with respect to such series under the Indenture. Any
such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Note or such other Note. The Indenture also permits the release of a Guarantor
from its obligations under its Guarantee in certain circumstances without the consent of the
Holders of the Debt Securities.
13.
Obligations of the Company and the Guarantors
.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal and any premium of and any interest on this Note at the place, rate and respective times
and in the coin or currency prescribed herein and in the Indenture.
As provided in the Indenture and subject to the satisfaction of certain conditions therein set
forth, including the deposit of certain trust funds in trust, at the Companys option, either (i)
the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Debt Securities of any series and to have satisfied
all the obligations (with certain exceptions) under the Indenture relating to the Debt Securities
and the Guarantees
7
of such series or (ii) the Company and the Guarantors shall cease to be under any obligation
to comply with any term, provision or condition of certain restrictive covenants or provisions set
forth in any additions or changes to or deletions from covenants and Events of Default with respect
to the Debt Securities and the Guarantees of such series.
14.
Denominations; Transfer; Exchange
.
The Notes are issuable in registered form without coupons, in a minimum denomination of
£50,000 and integral multiples of £1,000 in excess thereof. A Holder shall register the transfer
of or exchange Notes in accordance with the Indenture. The Company may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to pay certain
transfer taxes or similar governmental charges payable in connection therewith as permitted by the
Indenture.
15.
Persons Deemed Owners
.
Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
16.
Defined Terms
.
Unless otherwise defined herein, all terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
17.
Governing Law
.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
18.
Authentication
.
Unless the certificate of authentication hereon has been manually executed by or on behalf of
the Trustee under the Indenture, this Note shall not be entitled to any benefits under the
Indenture, or be valid or obligatory for any purpose.
19.
Copies
.
The Company will furnish to any Holder upon written request and without charge to the Holder a
copy of the Indenture. Requests may be made to Time Warner Cable Inc., 60 Columbus Circle, New
York, NY 10023, Attention of Investor Relations.
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SCHEDULE OF EXCHANGES OF SECURITIES
The following exchanges or redemptions of a part of this Global Security have been made:
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Principal Amount
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of this
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
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I or we assign and transfer this Note to
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(Insert assignees soc. sec. or tax ID no.)
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(Print or type assignees name, address and zip code)
and irrevocably appoint
agent to transfer
this Note on the books of the Company. The agent
may substitute another to act for him.
(Sign exactly as your name appears on the other side of this Note)
Exhibit 5.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
May 26, 2011
Time Warner Cable Inc.
60 Columbus Circle
New York, NY 10023
Registration Statement on Form S-3ASR (File No. 333-173760)
Ladies and Gentlemen:
We have acted as special counsel to Time Warner Cable Inc., a Delaware corporation (the Company),
TW NY Cable Holding Inc., a Delaware corporation (TW NY), and Time Warner Entertainment Company,
L.P., a Delaware limited partnership (TWE and, together with TW NY, the Guarantors), in
connection with the Registration Statement on Form S-3ASR (File No. 333-173760) (the Registration
Statement), which became effective on April 28, 2011. You have asked us to furnish our opinion as
to the legality of £625,000,000 aggregate principal amount of the Companys 5
3
/
4
% Notes due 2031
(the Notes), including the guarantees endorsed thereon (the Guarantees and, together with the
Notes, the Securities), which are registered under the Registration Statement and which are being
sold today pursuant to an Underwriting Agreement, dated as of May 19, 2011 (the Underwriting
Agreement), by and among the representatives named on Schedule I thereto, as representatives of
the underwriters named on Schedule II thereto (the Underwriters), the Company and the Guarantors.
The Notes and the related Guarantees, are to be issued under an Indenture, dated as of April 9,
2007 (the Base Indenture), by and among the Company, the Guarantors and The Bank of New York
Mellon (formerly known as The Bank of New York), as trustee (the Trustee), as supplemented by the
first supplemental indenture, dated as of April 9, 2007 (the First Supplemental Indenture and,
together with the Base Indenture, the Indenture), among the Company, the Guarantors and the
Trustee and
Time Warner Cable Inc.
pursuant
to resolutions adopted by the Offering Committee of the Company on
May 19,
2011, as authorized by the Companys Board of Directors.
In connection with the furnishing of this opinion, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of the following documents:
1. the Registration Statement;
2. the preliminary prospectus supplement dated May 19, 2011;
3. the pricing term sheet dated May 19, 2011 set forth on Schedule III to the Underwriting
Agreement;
4. the final prospectus supplement dated May 19, 2011 (the Final Prospectus);
5. the Underwriting Agreement;
6. the Indenture; and
7. the form of Notes to be issued on the date of this letter (including the Guarantees.
In addition, we have examined (i) such corporate or partnership records of the Company, TWE and
TW NY that we have considered appropriate, including a copy of the second amended and restated
certificate of incorporation, as amended, and by-laws, as amended of the Company, the amended and
restated certificate of incorporation and by-laws, as amended, of TW NY and the certificate of
limited partnership, as amended or restated, and partnership agreement, as amended or restated, of
TWE, each certified by the Company and each such Guarantor as in effect on the date of this letter,
(ii) the organizational documents of the general partners of TWE and their direct or indirect
general partners or managing or sole members (collectively, the TWE General Partners),
(iii) copies of resolutions of the board of directors of the Company, the sole director of TW NY
and the TWE General Partners relating to the issuance of the Notes, certified by the Company and
such Guarantors, and (iv) such other certificates, agreements and documents as we deemed relevant
and necessary as a basis for the opinions expressed below.
We have also relied upon oral and written statements of officers and representatives of the
Company, the representations and warranties of the Company made in the Underwriting Agreement as to
factual matters and upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of
2
Time Warner Cable Inc.
all individuals who have
executed any of the documents reviewed by us, the authenticity of all documents submitted to us as
originals, the conformity to the originals of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or other documents, the
authenticity of all such latter documents and that the statements regarding matters of fact in the
certificates, records, agreements, instruments and documents that we have examined are accurate and
complete.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are
of the opinion that:
1. The Notes, when duly authenticated by the Trustee, and duly issued and delivered by the
Company against payment as provided in the Underwriting Agreement, will constitute valid and
legally binding obligations of the Company, enforceable against the Company in accordance with
their terms, except that the enforceability of the Notes may be subject to bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors
rights generally and subject to general principles of equity (regardless of whether enforceability
is considered in a proceeding in equity or at law).
2. When the Notes are duly issued and delivered by the Company against payment as provided in
the Underwriting Agreement, the Guarantee of each Guarantor will be a valid and legally binding
obligation of each such Guarantor, enforceable against each of the Guarantors in accordance with
their terms, except that enforceability of the Guarantees may be subject to bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors
rights generally and subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).
As of the date of the opinions expressed above, a judgment for money in an action based on a
Security denominated in a foreign currency or currency unit in a Federal or state court in the
United States ordinarily would be enforced in the United States only in United States dollars. The
date used to determine the rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend on various factors,
including which court renders the judgment. A state court in the State of New York rendering a
judgment on such Security would be required under Section 27 of the New York Judiciary Law to
render such judgment in the foreign currency in which the Security is denominated, and such
judgment would be converted into United States dollars at the exchange rate prevailing on the date
of entry of the judgment. A Federal court sitting in New York with diversity jurisdiction over a
dispute arising in connection with the Securities would apply the foregoing New York law.
The opinions expressed above are limited to the laws of the State of New York, the Delaware General
Corporation Law, the Revised Uniform Limited Partnership
3
Time Warner Cable Inc.
Act of the State of Delaware, the Delaware
Limited Liability Company Act and the federal laws of the United States of America. Our opinions
are rendered only with respect to the laws, and the rules, regulations and orders under those laws,
that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use
of our name under the heading Legal Matters in the base prospectus included in the Registration
Statement and in the Final Prospectus. In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required by the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission thereunder.
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Very truly yours,
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/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
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PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
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