Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
May 29, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Katherine Bagley
| Re: |
Warner Music Group Corp.
Acceleration Request Requested Date: June 1, 2020 Requested Time: 3:00 P.M. Eastern Time |
Dear Ms. Bagley:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Warner Music Group Corp. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 3:00 PM, Eastern Time, on June 1, 2020, or at such later time as the Company or its outside counsel, Debevoise & Plimpton LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s preliminary prospectus dated May 26, 2020:
| (i) | Dates of distribution: May 26, 2020 through the date hereof |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 28 |
| (iii) | Number of prospectuses furnished to prospective investors: approximately 700 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 50 |
The undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours,
MORGAN STANLEY & CO. LLC CREDIT SUISSE SECURITIES (USA) LLC GOLDMAN SACHS & CO. LLC
Acting severally on behalf of themselves and the several Underwriters
| ||
| By: |
Morgan Stanley & Co. LLC
/s/ Ashley MacNeill | |
| Name: Ashley MacNeill | ||
| Title: Managing Director | ||
| By: |
Credit Suisse Securities (USA) LLC
/s/ John Kolz | |
| Name: John Kolz | ||
| Title: Managing Director | ||
| By: |
Goldman Sachs & Co. LLC
/s/ Rebecca Steinthal | |
| Name: Rebecca Steinthal | ||
| Title: Managing Director | ||
[Signature Page to Acceleration Request]