Time Warner Inc said on Monday it is asking some bondholders to change credit terms, a move expected to pave the way for a spin-off of its beleaguered Internet unit AOL.

The media conglomerate, whose shares fell 4 percent in early trading, said the change in credit terms will allow for a possible change in ownership at AOL.

The unit was once how most people found their way onto the Internet. It has since been left behind as a relic as cable and phone companies picked off subscribers and Google and others swooped in to dominate online advertising.

Last month Time Warner Chief Executive Jeff Bewkes lured former Google Inc executive Tim Armstrong to head AOL with the possibility of leading a spin-off.

We view this announcement as significant as it clears a major hurdle to spin AOL to Time Warner shareholders, Sanford Bernstein analyst Michael Nathanson said in a note to clients.

AOL has long been one of the weakest units at Time Warner, thanks to a series of writedowns reflecting the declining value of the assets and a slowing online advertising market. Time Warner's portfolio includes HBO, film studios and the Time publishing unit.

Nathanson said by separating AOL, Time Warner would double its estimated earnings growth between 2009 to 2012. He estimates that AOL would be valued at $2.4 billion on a stand-alone basis, a far cry from some estimates of up to $10 billion last year.

In a sign that Time Warner management wants to expediently decide AOL's fate, the company is offering each bondholder that agrees a payment of $5 for each $1,000 principal amount of debt. As part of the offer, Time Warner said the new agreement will be guaranteed by using HBO Inc as collateral.

Analysts at Bernstein and Citi now believe a spin-out is more likely. Nathanson said it could likely be announced in the next few months.

The so-called consent solicitation is to amend the indentures covering around $12.3 billion of outstanding debt. It means that Time Warner will have to pay around $61.5 million to the bondholders if they all agree to the offer. The solicitation will expire at 5 p.m. New York time on April 15 unless extended.

Time Warner shares dropped 95 cents in early trading to $21.27 in line with a wider market downturn.

(Reporting by Yinka Adegoke; Editing by Derek Caney)

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