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): November 19, 2012

 

 

Warner Music Group Corp.

(Exact name of 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)

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.

Guarantee of Dollar Notes and Euro Notes

On November 16, 2012, Warner Music Group Corp. (the “Company”) issued a guarantee with respect to the $500 million aggregate principal amount of 6.000% Senior Secured Notes due 2021 (the “Dollar Notes”) and the €175 million aggregate principal amount of 6.250% Senior Secured Notes due 2021 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”) issued by WMG Acquisition Corp. on November 1, 2012 whereby it fully and unconditionally guaranteed (the “Guarantee”), on a senior secured basis, the payments of WMG Acquisition Corp. under the Notes.

A copy of the Guarantee is attached as Exhibit 4.1 hereto and incorporated herein by reference. The foregoing description of the Guarantee does not purport to be complete and is qualified in its entirety by reference to the full text of the Guarantee.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 concerning the Guarantee is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
4.1		Guarantee, dated November 16, 2012, issued by Warner Music Group Corp., relating to WMG Acquisition Corp.’s 6.000% Senior Secured Notes due 2021 and the 6.250% Senior Secured Notes due 2021.

 

2

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SIGNATURES

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

 

Date: November 19, 2012

 

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EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Guarantee, dated November 16, 2012, issued by Warner Music Group Corp., relating to WMG Acquisition Corp.’s 6.000% Senior Secured Notes due 2021 and the 6.250% Senior Secured Notes due 2021.

 

4

Exhibit 4.1

GUARANTEE

Warner Music Group Corp. (the “Guarantor”) hereby unconditionally guarantees WMG Acquisition Corp.’s 6.000% Senior Secured Notes due 2021 (the “Dollar Notes”) and 6.250% Senior Secured Notes due 2021 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”) issued pursuant to the Indenture, dated as of November 1, 2012 (the “Base Indenture”), by and among WMG Acquisition Corp., a Delaware corporation, as issuer (the “Issuer”), the guarantors party thereto, Wells Fargo Bank, National Association, as Trustee (the “Trustee”) and Credit Suisse AG, as Notes Authorized Agent and Collateral Agent, as amended by, in the case of the Euro Notes, the First Supplemental Indenture, dated as of November 1, 2012, by and among the Issuer, the guarantors party thereto and the Trustee, and, in the case of the Dollar Notes, the Second Supplemental Indenture, dated as of November 1, 2012, by and among the Issuer, the guarantors party thereto and the Trustee, to the extent set forth in and in accordance with the Base Indenture as amended with respect to the relevant Notes (the “Indenture”).

The obligations of the Guarantor pursuant to this Guarantee and the Indenture, are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee.

Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.

[Signatures on Following Pages]

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IN WITNESS WHEREOF, Warner Music Group Corp. has caused this Guarantee to be signed by a duly authorized officer.

DATED: November 16, 2012

 

[Signature Page to the Warner Music Group Guarantee of the 2021 Dollar and Euro Notes]