WMG Acquisition Corp. Announces Launch of Senior Secured Notes Offering and Cash Tender Offer and Consent Solicitation for Any and All Outstanding 5.000% Senior Secured Notes due 2023
The New 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 New Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and to certain persons outside
The New Notes have not been registered under the Securities Act and may not be offered or sold within
Concurrent with the commencement of the Secured Notes Offering, the Company announced that it has commenced a tender offer to purchase for cash any and all of its outstanding debt securities listed in the table below (the “2023 Notes”). In conjunction with the tender offer, the Company is soliciting consents (“Consents”) to the adoption of certain proposed amendments to the indenture governing the 2023 Notes to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and other related provisions. Capitalized terms used herein and not defined herein have the meaning given to them in the Company’s Offer to Purchase and Consent Solicitation Statement dated as of
The 2023 Notes and material pricing terms for the tender offer are set forth in the table below.
|CUSIP / ISIN Nos.||Outstanding
|92933B AK0 / US92933BAK08|
|5.000% Senior Secured Notes due 2023|
|U97128 AF6 / USU97128AF66|
(2) Included in Total Consideration.
The tender offer will expire at
Upon the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal, payment for 2023 Notes accepted for purchase in the tender offer will be made (1) with respect to 2023 Notes validly tendered and not validly withdrawn at or prior to the Consent Time, promptly after acceptance of such 2023 Notes for purchase, which will occur promptly following the satisfaction or waiver of the conditions to the tender offer, including the receipt by the Company of net proceeds from the Secured Notes Offering on terms and conditions satisfactory to the Company (the “Debt Financing Transactions”) and (2) with respect to 2023 Notes validly tendered after the Consent Time but at or before the Expiration Time, promptly after acceptance of such 2023 Notes for purchase, which will occur promptly following such Expiration Time. However, as the Company intends to accept 2023 Notes validly tendered and not validly withdrawn at or prior to the Consent Time promptly following the consummation of the Debt Financing Transactions, the Company may extend the Expiration Time and, consequently, the date or dates of acceptance for the 2023 Notes tendered and the corresponding date or dates of payment as necessary for this to occur. We currently expect the Initial Payment Date for the Notes to be
The tender offer and consent solicitation may be amended, modified or terminated by the Company in its sole discretion.
In addition to the Total Consideration or Purchase Price, as applicable, holders of 2023 Notes tendered and accepted for payment will receive accrued and unpaid interest on such 2023 Notes from the last interest payment date for the 2023 Notes up to, but not including, the applicable payment date (“Accrued Interest”).
The consummation of the tender offer is conditioned upon the timely receipt of Consents at or prior to the Consent Time from holders of at least a majority of the outstanding aggregate principal amount of the 2023 Notes (with respect to the indenture, the “Requisite Consents”). In addition, consummation of the tender offer is conditioned upon the consummation of the Debt Financing Transactions. The tender offer is also subject to the satisfaction or waiver of certain other conditions as set forth in the Offer to Purchase and Consent Solicitation Statement.
The Company currently intends to issue, on or about the Initial Payment Date, a notice of redemption for all of the 2023 Notes that are not accepted for purchase in the tender offer and consent solicitation. The notice of redemption may be subject to one or more conditions. Upon the satisfaction of such conditions, any 2023 Notes that remain outstanding on the redemption date specified in the notice of redemption will be redeemed. We currently expect to redeem any 2023 Notes that are not accepted for purchase in the tender offer and consent solicitation on or about
Concurrent with the commencement of the Secured Notes Offering, the Company intends to issue a conditional notice of redemption for all of its outstanding 4.875% Senior Secured Notes due 2024 (the “4.875% Notes”) and 4.125% Senior Secured Notes due 2024 (the “4.125% Notes” and, together with the 4.875% Notes, the “2024 Notes”; the 2023 Notes, the 2024 Notes and the New Notes, together, are referred to herein as the “Notes”). Each notice of redemption will be conditioned upon, among other things, the consummation of the Debt Financing Transactions. Upon the satisfaction of such conditions, 2024 Notes that are outstanding on the redemption date specified in the notice of redemption will be redeemed. We currently expect to redeem all of the outstanding 4.125% Notes at the then-applicable redemption price of 103.094% and all of the outstanding 4.875% Notes at the then-applicable redemption price of 103.656%. In the event that the conditions specified in the notice of redemption are not satisfied, the redemption will not occur.
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 tender offer and consent solicitation are only being made pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal and the Secured Notes Offering is being made only by the Offering Circular being sent to prospective investors.
The complete terms and conditions of the tender offer and consent solicitation are set forth in an Offer to Purchase and Consent Solicitation Statement that is being sent to holders of the 2023 Notes. Holders are urged to read the tender offer documents carefully before making any decision with respect to the tender offer and consent solicitation. Holders of 2023 Notes must make their own decisions as to whether to tender their 2023 Notes and provide the related Consents, and if they decide to do so, the principal amount of the 2023 Notes to tender.
The Company has engaged
None of the Company, the Dealer Manager and Solicitation Agent, the Information Agent and Depositary or any other person makes any recommendation as to whether holders of 2023 Notes should tender their 2023 Notes or provide the related Consents, and no one has been authorized to make such a recommendation.
With a legacy extending back over 200 years,
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 Debt Financing Transactions, the transactions contemplated by the tender offer for the 2023 Notes and the redemption of the 2024 Notes. 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
Additional factors that may affect future results and conditions are described in Warner Music Group’s filings with the
Source: Warner Music Group Corp.