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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 26, 2005

 

Warner Music Group Corp.

(Exact name of Co-Registrant as specified in its charter)

 

Delaware		001-32502		13-4271875
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

75 Rockefeller Plaza, New York, New York		10019
(Address of principal executive offices)		(Zip Code)

 

Co-Registrant’s telephone number, including area code: (212) 275-2000

 

WMG Acquisition Corp.

(Exact name of Co-Registrant as specified in its charter)

 

Delaware		333-121322		68-0576630
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

75 Rockefeller Plaza, New York, New York		10019
(Address of principal executive offices)		(Zip Code)

 

Co-Registrant’s telephone number, including area code: (212) 275-2000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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ITEM 1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

WMG Acquisition Corp. entered into a supplemental indenture, dated as of October 26, 2005, with BB Investments LLC and Wells Fargo Bank, National Association, as Trustee. Pursuant to this supplemental indenture, BB Investments LLC, a wholly owned subsidiary of WMG Acquisition Corp., which is a wholly owned subsidiary of Warner Music Group Corp. (NYSE: WMG), agreed to jointly and severally and unconditionally guarantee payment of WMG Acquisition Corp.’s U.S. Dollar denominated 7-3/8% Senior Subordinated Notes due 2014 and Sterling-denominated 8-1/8% Senior Subordinated Notes due 2014. A copy of the fourth supplemental indenture is attached to this current report on Form 8-K as Exhibit 10.1.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

 

(c) Exhibits. The following Exhibits are furnished as part of this Current Report on Form 8-K.

 

Exhibit No.		Description
10.1		Fourth Supplemental Indenture, dated as of October 26, 2005, to the Indenture dated April 8, 2004 as amended by the First Supplemental Indenture dated as of November 16, 2004, the Second Supplemental Indenture dated as of May 17, 2005 and the Third Supplemental Indenture dated as of September 28, 2005, among WMG Acquisition Corp., the subsidiary guarantor party thereto and Wells Fargo Bank, National Association, as Trustee.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

						Warner Music Group Corp.
Date: October 27, 2005						By:		/s/    MICHAEL D. FLEISHER
								Michael D. Fleisher
								Chief Financial Officer
						WMG Acquisition Corp.
Date: October 27, 2005						By:		/s/    MICHAEL D. FLEISHER
								Michael D. Fleisher
								Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Fourth Supplemental Indenture, dated as of October 26, 2005, to the Indenture dated April 8, 2004 as amended by the First Supplemental Indenture dated as of November 16, 2004, the Second Supplemental Indenture dated as of May 17, 2005 and the Third Supplemental Indenture dated as of September 28, 2005, among WMG Acquisition Corp., the subsidiary guarantor party thereto and Wells Fargo Bank, National Association, as Trustee.

 

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Exhibit 10.1

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WMG ACQUISITION CORP.

Issuer

 

BB INVESTMENTS LLC

 

And

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,

 

Trustee

 

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FOURTH SUPPLEMENTAL INDENTURE

 

Dated as of October 26, 2005

 

TO

 

INDENTURE

 

Dated as of April 8, 2004

 

as amended by the

 

First Supplemental Indenture

 

Dated as of November 16, 2004

 

as further amended by the

 

Second Supplemental Indenture

 

Dated as of May 17, 2005

 

as further amended by the

 

Third Supplemental Indenture

 

Dated as of September 28, 2005

 

U.S. Dollar-denominated 7 ³/8% Senior Subordinated Notes due 2014

 

Sterling-denominated 8 ¹/8% Senior Subordinated Notes due 2014

 

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This FOURTH SUPPLEMENTAL INDENTURE is dated as of this 26th day of October, 2005 (the “Fourth Supplemental Indenture”), among WMG ACQUISITION CORP., a Delaware corporation (the “Company”), BB INVESTMENTS LLC (the “Subsidiary Guarantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee (the “Trustee”).

 

WHEREAS, the Company, the guarantors parties thereto and the Trustee entered into an Indenture dated as of April 8, 2004, as amended by the First Supplemental Indenture dated as of November 16, 2004 among the Company, the Trustee, WEA Urban LLC and WEA Rock LLC, as further amended by the Second Supplemental Indenture, dated as of May 17, 2005, among the Company, the Trustee, NonZero, LLC (since renamed Cordless Recordings LLC) and The Biz, LLC, as further amended by the Third Supplemental Indenture, dated as of September 28, 2005, among the Company, the Trustee and Lava Records LLC (collectively, the “Indenture”), for the benefit of each other and for the equal and ratable benefit of the Holders of the U.S. Dollar-denominated 7 ³/8% Senior Subordinated Notes due 2014 and the Sterling-denominated 8 ¹/8% Senior Subordinated Notes due 2014 (the “Notes”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the Indenture.

 

WHEREAS, Section 4.16 of the Indenture requires the Company to cause certain Restricted Subsidiaries to execute and deliver a supplemental indenture to the Indenture providing for issuance by such Restricted Subsidiary of a Subsidiary Guarantee of payment of the Notes.

 

WHEREAS, the foregoing amendment is permitted under Section 9.01(6) of the Indenture.

 

WHEREAS, the Company and the Subsidiary Guarantor desires and has requested the Trustee to join with it in the execution and delivery of this Fourth Supplemental Indenture,

 

NOW, THEREFORE, in consideration of the addition of the Subsidiary Guarantor named below as Subsidiary Guarantor hereunder, the Company and the Subsidiary Guarantor named below covenant and agree with the Trustee as follows:

 

1. BB Investments LLC shall become a Subsidiary Guarantor as of the date of this Fourth Supplemental Indenture by execution and delivery of this Fourth Supplemental Indenture.

 

2. The Indenture, as supplemented and amended by this Fourth Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and this Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

 

3. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Fourth Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

 

4. All covenants and agreements in this Fourth Supplemental Indenture by the Company and the Subsidiary Guarantor shall bind their respective successors and assigns, whether so expressed or not.

 

5. In case any provision in this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

6. Nothing in this Fourth Supplemental Indenture, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders any benefit or any legal or equitable right, remedy or claim under this Fourth Supplemental Indenture.

 

7. THIS FOURTH SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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8. All terms used in this Fourth Supplemental Indenture not otherwise defined herein that are defined in the Indenture shall have the meanings set forth therein.

 

9. This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

 

10. The recitals contained herein shall be taken as statements of the Issuer and the Subsidiary Guarantor, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of the Indenture, this Fourth Supplemental Indenture or of the Notes and shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof.

 

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IN WITNESS WHEREOF, the parties have executed this Fourth Supplemental Indenture as of the date first written above.

 

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