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Entry into a Material Definitive

The disclosure in Item8.01 below regarding the sale of the Blue Fin Building is incorporated by reference into this Item1.01.


Other Events.

Sale of the Blue Fin Building


), an indirect wholly-owned subsidiary of Time Inc. (together with its subsidiaries, the


), entered into a definitive agreement (the

Sale Agreement

) with Blue Fin UK Limited (the


) for the sale (the


) of 100% of the capital stock of IPC Magazines Group Limited (

IPC Magazines Group

), subject to the satisfaction of customary closing conditions. IPC Magazines Group owns the Blue Fin Building, and its business relates exclusively to owning and ma naging the building, which is the Companys principal executive office in the United Kingdom. The Buyer is a joint venture between Oxford Properties Group and Temasek Holdings (Private) Limited. The purchase price, which is payable in cash upon the closing of the Sale (the


), is 415 million, subject to adjustment for current assets and current liabilities of the Company as of the Closing. The Company anticipates that such adjustment will reduce the purchase price by approximately 3 million. The Closing is expected to occur in the fourth quarter of 2015.

The net proceeds of the Sale are expected to be approximately 408 million after transactions costs. Of this amount, 50 million is expected to be contributed into the IPC Media Pension Scheme, the Companys frozen UK pension plan, as more fully described in the Companys Current Report on Form 8-K dated October 23, 2015. The Company has entered into one or more foreign exchange forward contracts with financial institutions in order to effectively fix, through the anticipated Closing date, the current U.S. dollar/ British...