WMG Acquisition Corp. Announces Launch of Senior Secured Notes Offering
November 17 2021 - 7:23AM
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
“Offering”) of $535 million aggregate principal amount of senior
secured notes (the “Notes”).
The Company intends to use the net proceeds of the
Offering to fund a portion of the aggregate cash consideration for
potential acquisitions by the Company of certain music and
music-related assets, or if any of such potential acquisitions are
not completed, for general corporate purposes. The Company may also
use the net proceeds of the Offering to redeem all or a portion of
the Notes (so long as, in the case of a partial redemption, at
least $250 million of the Notes remain outstanding following such
redemption) at any time on one or more occasions on or prior to the
fifth business day following December 20, 2021 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 Notes plus 1% of
the principal amount thereof together with accrued and unpaid
interest on such Notes from the date of issuance to but excluding
the redemption date.
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 Offering is
being made only by the offering circular being sent to prospective
investors.
Forward-Looking Statements
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 use of proceeds from the Offering. 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.
SOURCE: WMG
Media Contact: James Steven
James.Steven@wmg.com
Investor Relations Contact: Kareem Chin
Kareem.Chin@wmg.com
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