SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2021 (
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction
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|Item 8.01|| |
On September 21, 2021, Warner Music Group Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Altep 2012 L.P. and AI Entertainment Holdings LLC, as selling stockholders (the “Selling Stockholders”), and Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”), pursuant to which the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, an aggregate of 2,340,000 shares of the Company’s Class A Common Stock, par value $0.001 per share (the “Shares”), at a price of $43.73 per share (the “Offering”). The Offering closed on September 24, 2021.
A copy of the opinion of Debevoise & Plimpton LLP as to the validity of the Shares is filed as Exhibit 5.1 hereto.
|Item 9.01|| |
Financial Statements and Exhibits
|5.1||Opinion of Debevoise & Plimpton LLP.|
|23.1||Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1).|
|104||Cover Page to this Current Report on Form 8-K in Inline XBRL.|
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.|
Paul M. Robinson
Executive Vice President, General Counsel
Date: September 24, 2021
September 24, 2021
Warner Music Group Corp.
New York, New York 10019
Registration Statement on Form S-3 of
Warner Music Group Corp. (Registration No. 333-258592)
Ladies and Gentlemen:
We have acted as special New York counsel to Warner Music Group Corp., a Delaware corporation (the Company), in connection with the filing with the U.S. Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), of a Registration Statement on Form S-3 (File No. 333-258592) (the Registration Statement), including the prospectus therein, and a prospectus supplement thereto dated September 21, 2021 (the Prospectus Supplement), relating to the offer and sale of an aggregate of 2,340,000 shares of the Companys Class A Common Stock, par value $0.001 per share, by the selling stockholders (the Selling Stockholders) referred to in the Prospectus Supplement (the Shares), pursuant to an underwriting agreement (the Underwriting Agreement) dated as of September 21, 2021, among the Company, the Selling Stockholders and Morgan Stanley & Co. LLC, as underwriter (the Underwriter).
In arriving at the opinion expressed below, we have (a) examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, corporate or other organizational documents and records of the Company and such certificates of public officials, officers and representatives of the Company and other persons as we have deemed appropriate for the purposes of such opinion, (b) examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Company and others delivered to us and (c) made such investigations of law as we have deemed appropriate as a basis for such opinion.
In rendering the opinion expressed below, we have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents that we examined, (ii) the genuineness of all signatures on all documents that we examined, (iii) the conformity to authentic originals and completeness of documents examined by us that are certified, conformed, reproduction, photostatic or other copies and (iv) the legal capacity of all natural persons executing documents.
|Warner Music Group Corp.||2||September 24, 2021|
Based upon and subject to the foregoing and the assumptions, qualifications and limitations hereinafter set forth, we are of the opinion that the Shares sold to the Underwriter by the Selling Stockholders pursuant to the Underwriting Agreement have been duly authorized and are validly issued, fully paid and non-assessable under the laws of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K filed by the Company with the Commission on the date hereof, incorporated by reference in the Registration Statement, and to the reference to our firm under the caption Legal Matters in the Prospectus Supplement. In giving such consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
We are members of the bar of the State of New York. We express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware, as currently in effect.
|Very truly yours,|
|/s/ Debevoise & Plimpton LLP|