WMG Acquisition Corp. Announces Pricing of $250 Million Additional Senior Secured Notes Offering
October 19 2020 - 4:54PM
Warner Music Group Corp. (“Warner Music Group” or “WMG”) today
announced that through its wholly owned subsidiary, WMG Acquisition
Corp. (the “Company”), it has priced a private offering (the
“Offering”) of $250 million aggregate principal amount of
additional 3.000% Senior Secured Notes due 2031 (the “Additional
Notes”). The Additional Notes will be issued at a price equal to
97.501% of their face value plus accrued interest from August 12,
2020. The initial 3.000% Senior Secured Notes due 2031 were issued
in an aggregate principal amount of $550 million on August 12, 2020
(the “Original Notes”). The Offering is expected to close on
November 2, 2020, subject to customary closing conditions. The
Additional Notes have been offered and sold in a private offering
exempt from the registration requirements of the United States
Securities Act of 1933, as amended (the “Securities Act”). The
Additional Notes have been offered and sold only to qualified
institutional buyers pursuant to Rule 144A and to certain persons
outside the United States pursuant to Regulation S, each under the
Securities Act. The Company intends to use the net proceeds of the
Offering to fund a portion of the aggregate cash consideration for
certain acquisitions. The Company may also use the net proceeds of
the Offering to redeem all or a portion of the Additional Notes at
any time on one or more occasions on or prior to the fifth business
day following December 18, 2020 (the “Special Optional Redemption
Election Date”) by giving notice at least five business days prior
to such time at the special optional redemption price equal to the
issue price of the Additional Notes (excluding accrued interest for
the period prior to the settlement date) plus 1% of the principal
amount thereof together with accrued and unpaid interest on such
Additional Notes from August 12, 2020 (or the most recent interest
payment date on which interest was paid) to but excluding the
redemption date, or for general corporate purposes.
The Additional Notes and the Original Notes will
be treated as the same series for all purposes under the indenture
following the fifth business day after the Special Optional
Redemption Election Date. The Additional Notes have not been
registered under the Securities Act and may not be offered or sold
within the United States absent registration or an applicable
exemption from the registration requirements.
This press release is for informational purposes
only and is not an offer to sell or purchase nor the solicitation
of an offer to sell or purchase securities and shall not constitute
an offer, solicitation or sale in any state or jurisdiction in
which, or to any person to whom such an offer, solicitation or sale
would be unlawful.
About Warner Music Group With a
legacy extending back over 200 years, Warner Music Group (WMG)
today brings together artists, songwriters and entrepreneurs that
are moving entertainment culture across the globe. Operating in
more than 70 countries through a network of affiliates and
licensees, WMG’s Recorded Music division includes renowned labels
such as Asylum, Atlantic, Big Beat, Canvasback, Elektra, Erato,
First Night, Fueled by Ramen, Nonesuch, Parlophone, Reprise, Rhino,
Roadrunner, Sire, Spinnin’, Warner Records, Warner Classics and
Warner Music Nashville. WMG’s music publishing arm, Warner Chappell
Music, has a catalog of more than 1.4 million musical compositions
spanning every musical genre, from the standards of the Great
American Songbook to the biggest hits of the 21st century. Warner
Music Group is also home to ADA, the independent artist and label
services company, as well as consumer brands such as Songkick the
live music app, EMP the merchandise e-tailer, and UPROXX the youth
culture destination.
This communication includes forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. The forward-looking statements contained
herein involve risks and uncertainties that could cause actual
results to differ materially from those referred to in the
forward-looking statements. More information about Warner Music
Group and other risks related to Warner Music Group are detailed in
Warner Music Group’s most recent annual report on Form 10-K and its
quarterly reports on Form 10-Q and current reports on Form 8-K as
filed with the Securities and Exchange Commission. Warner Music
Group does not undertake an obligation to update forward-looking
statements.
Warner Music Group maintains an Internet site at
www.wmg.com. Warner Music Group uses its website as a channel of
distribution of material Company information. Financial and other
material information regarding Warner Music Group is routinely
posted on and accessible at http://investors.wmg.com. In addition,
you may automatically receive email alerts and other information
about Warner Music Group by enrolling your email address through
the “email alerts” section at http://investors.wmg.com. Warner
Music Group’s website and the information posted on it or connected
to it shall not be deemed to be incorporated by reference into this
communication.
Additional factors that may affect future results
and conditions are described in Warner Music Group’s filings with
the SEC, which are available at the SEC’s web site at www.sec.gov
or at Warner Music Group’s website at www.wmg.com.
SOURCE: WMG
Media Contact:
James Steven James.Steven@wmg.com
Investor Relations Contact:
Kareem Chin Kareem.Chin@wmg.com
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