WMG Acquisition Corp. Announces Launch of Senior Secured Notes Offering
August 05 2021 - 2:45AM
Warner Music Group Corp. (“Warner Music Group” or “WMG”) announced
today that through its wholly owned subsidiary WMG Acquisition
Corp. (the “Company”) it has commenced a private offering (the
“Notes Offering”) of euro-denominated senior secured notes (the
“Notes”).
The Company intends to use the net proceeds of the
Notes Offering, together with cash on hand, to fund the conditional
redemption of all of the Company’s outstanding 3.625% senior
secured notes due 2026 which have been called for redemption on
August 16, 2021. In the event that the conditions specified in any
notice of redemption are not satisfied, such redemption will not
occur.
The Notes will be offered in a private offering
exempt from the registration requirements of the United States
Securities Act of 1933, as amended (the “Securities Act”). The
Notes will be offered 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 Notes will not be and 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 announcement is not an offer to purchase, a
solicitation of an offer to sell or purchase, or a solicitation of
an offer to sell or purchase securities with respect to the Notes
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. The Notes Offering
is being made only by the Offering Circular being sent to
prospective investors.
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. These forward-looking statements include
statements regarding expectations as to the completion of the
Offering and the redemption of the 3.625% senior secured notes due
2026. 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.
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.
MiFID II and UK MiFIR - professionals/ECPs
only – No PRIIPs or UK PRIIPs KID Manufacturer target
market (MIFID II and UK MiFIR product governance) is eligible
counterparties and professional clients only (all distribution
channels). No PRIIPs or UK PRIIPs key information document (KID)
has been prepared as not available to retail in EEA or UK.
This announcement is only addressed to and
directed at persons outside the United Kingdom and persons in the
United Kingdom who have professional experience in matters related
to investments or who are high net worth persons within Article
12(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 and must not be acted on or relied on by
other persons in the United Kingdom.
SOURCE: WMG
Media Contact: James Steven
James.Steven@wmg.com
Investor Relations Contact: Kareem Chin
Kareem.Chin@wmg.com
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