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 11, 2016 (October 10, 2016)
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) |
(I.R.S. Employer Identification No.) |
| 1633 Broadway New York, NY |
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)) |
Item 7.01 Regulation FD Disclosure.
On October 10, 2016, the Company issued two press releases, attached as Exhibits 99.1 and 99.2 and incorporated herein by reference.
The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
||
| 99.1 | Press Release dated October 10, 2016, issued by Warner Music Group Corp. | |
| 99.2 | Press Release dated October 10, 2016, issued by Warner Music Group Corp. | |
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.
| WARNER MUSIC GROUP CORP. | ||||||
| Date: October 11, 2016 | By: | /s/ Paul M. Robinson | ||||
| Name: | Paul M. Robinson | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press Release dated October 10, 2016, issued by Warner Music Group Corp. | |
| 99.2 | Press Release dated October 10, 2016, issued by Warner Music Group Corp. | |
Exhibit 99.1
WMG Acquisition Corp. Announces Launch of
Cash Tender Offers
NEW YORK, NY — (MARKETWIRE via COMTEX) — October 10, 2016 — Warner Music Group Corp. (“Warner Music Group” or “WMG”) today announced that, through its wholly owned subsidiary, WMG Acquisition Corp. (the “Company”), it has commenced cash tender offers to purchase any and all of the outstanding senior secured notes (the “Existing Notes”) listed below.
| Issuer |
Title of Security | CUSIP / ISIN Nos. |
Outstanding Principal Amount |
Consideration | ||||||||||||||
|
||||||||||||||||||
| XS0849907364 | €157,500,000 | €1,046.25(2) | ||||||||||||||||
| WMG Acquisition Corp. |
|
6.250% Senior Secured Notes due 2021(1) |
|
|||||||||||||||
| XS0849907521 | ||||||||||||||||||
| WMG Acquisition Corp. |
|
6.000% Senior Secured Notes due 2021 |
|
|
92933B AE4 US92933BAE48 |
|
|
|
$450,000,000 |
|
|
$1,042.50(3) |
| |||||
|
|
U97128 AB5 USU97128AB52 |
|
||||||||||||||||
| (1) | Notes may be tendered and will be accepted for payment in denominations of €1,000 and any integral multiple of €1,000. |
| (2) | Per €1,000 principal amount of 6.250% Notes and excluding Accrued Interest, which will be paid in addition to the Consideration, up to the settlement date for the offer. |
| (3) | Per $1,000 principal amount of 6.000% Notes and excluding Accrued Interest, which will be paid in addition to the Consideration, up to the settlement date for the offer. |
The offers are made pursuant to an Offer to Purchase dated today and a related Letter of Transmittal and Notice of Guaranteed Delivery, which set forth the terms and conditions of the tender offers.
The tender offers will expire at 5:00 p.m. New York City Time on October 17, 2016, unless extended. Holders of Existing Notes must validly tender and not validly withdraw their Existing Notes before 5:00 p.m. New York City Time on the tender offer expiration date to be eligible to receive the consideration for each series of Existing Notes.
The offer for each series of Existing Notes is conditioned upon the satisfaction of certain conditions, including the receipt by the Company of net proceeds from the one or more new debt financings on terms and conditions satisfactory to the Company in an amount sufficient to pay for all Existing Notes accepted for payment in the tender offers. No offer is conditioned upon any minimum amount of Existing Notes being tendered or the consummation of the other offer. Each offer may be amended, extended, terminated or withdrawn separately. The Company currently intends to issue on the settlement date conditional notices of redemption for all of both series of Existing Notes that are not accepted for purchase in the tender offers. The Company currently expects the redemption date for each series of Existing Notes to be on or after January 15, 2017 at the then-applicable redemption price of 103.125% and 103.000%, for the 6.250% notes and 6.000% notes, respectively. This press release is not a notice of such redemption.
The Company has retained Credit Suisse Securities (USA) LLC to serve as the Dealer Manager for the tender offers. Questions and requests for assistance regarding the tender offers should be directed to Credit Suisse Securities (USA) LLC at +1 (212) 538-1862 / +44 20 7883 8763 (collect) or 1 (800) 820-1653 (toll free).
The Company has also retained D.F. King & Co., Inc. to serve as the Information and Tender Agent for the tender offers.
The tender offers are being made pursuant to the terms and conditions contained in the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc. New York: (212) 269 5550 (Banks and Brokers) or (800) 347-4826 (toll free), London: +44 20 7920 9700 or via wmg@dfkingltd.com.
Copies of the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery are also available at the following web address: http://sites.dfkingltd.com/wmg
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Existing Notes in the tender offers.
About Warner Music Group
With its broad roster of new stars and legendary artists, Warner Music Group is home to a collection of the best-known record labels in the music industry including Asylum, Atlantic, Big Beat, Canvasback, East West, Elektra, Erato, FFRR, Fueled by Ramen, Nonesuch, Parlophone, Reprise, Rhino, Roadrunner, Sire, Warner Bros., Warner Classics and Warner Music Nashville, as well as Warner/Chappell Music, one of the world’s leading music publishers, with a catalog of more than one million copyrights worldwide.
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 transactions contemplated by the tender offers. 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.
Warner Music Group maintains an Internet site at www.wmg.com. Warner Music Group uses its website as a channel of distribution of material Company information. Financial and other material information regarding Warner Music Group is routinely posted on and accessible at http://investors.wmg.com. In addition, you may automatically receive email alerts and other information about Warner Music Group by enrolling your email address through the “email alerts” section at http://investors.wmg.com. Warner Music Group’s website and the information posted on it or connected to it shall not be deemed to be incorporated by reference into this communication.
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
Telephone Contact: (212) 275-2213
Email Contact: James.Steven@wmg.com
or
Investor Contact:
Lori Scherwin
Telephone Contact: (212) 275-4850
Email Contact: Investor.Relations@wmg.com
2
Exhibit 99.2
Warner Music Group Corp. Announces Launch of Senior Secured Notes Offering
On October 10, 2016, Warner Music Group Corp. (“Warner Music Group” or “WMG”) announced that through its wholly owned subsidiary, WMG Acquisition Corp. (the “Company”), it intends to commence a private offering (the “Offering”) of $630 million aggregate principal amount of senior secured notes, which are expected to be issued in a combination of euro- and dollar-denominated notes (the “Notes”).
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 Company intends to use the proceeds of the Offering, together with available cash, to repurchase, redeem or discharge all of its currently outstanding 6.250% Senior Secured Notes due 2021 and 6.000% Senior Secured Notes due 2021.
The Notes 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 press release is for informational purposes only and is not an offer to sell or purchase nor the solicitation of an offer to sell or purchase securities 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.
About Warner Music Group
With its broad roster of new stars and legendary artists, Warner Music Group is home to a collection of the best-known record labels in the music industry including Asylum, Atlantic, Big Beat, Canvasback, East West, Elektra, Erato, FFRR, Fueled by Ramen, Nonesuch, Parlophone, Reprise, Rhino, Roadrunner, Sire, Warner Bros., Warner Classics and Warner Music Nashville, as well as Warner/Chappell Music, one of the world’s leading music publishers, with a catalog of more than one million copyrights worldwide.
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 transactions contemplated by 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.
Warner Music Group maintains an Internet site at www.wmg.com. Warner Music Group uses its website as a channel of distribution of material information related to Warner Music Group. Financial and other material information regarding Warner Music Group is routinely posted on and accessible at http://investors.wmg.com. In addition, you may automatically receive email alerts and other information about Warner Music Group by enrolling your email by visiting the “email alerts” section at http://investors.wmg.com.
Warner Music Group’s website and the information posted on it or connected to it shall not be deemed to be incorporated by reference into this communication.
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 website at www.sec.gov or at Warner Music Group’s website at www.wmg.com.
Source: Warner Music Group
2