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Mail Stop 3-5
March 28, 2005
Via U.S. Mail
David H. Johnson
Executive Vice President and
General Counsel
Warner Music Group
75 Rockefeller Plaza
New York, New York 10019
Re: Warner Music Group Corp.
Form S-1 filed March 11, 2005
File No. 333-123249
Dear Mr. Johnson:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Inside Front Cover
1. Please provide us with the artwork you intend to use. The
inside
front cover artwork should be clear illustrations of your product
or
business with concise language describing the illustrations.
Artwork
that does not convey the business purpose and language that strays
beyond a limited scope will not be appropriate inside the front
cover. Please refer to Section VIII of the Division of
Corporation
Finance March 31, 2001 Current Issues and Rulemaking Projects
Quarterly Update available at www.sec.gov.
2. Please move the dealer prospectus delivery requirement to
appear
on the back cover page. Refer to Item 502(b) of Regulation S-K.
Market and Industry Data and Forecasts, page ii
3. Please revise to clarify that you believe the sources,
forecasts
and, research are reliable; that is, use the active voice.
Basis of Presentation, page ii
4. We do not understand why this section is here. Please
reposition
it at the end of the summary, making any necessary changes.
5. In your revised discussion, quantify the total amount of the
preferential payment on the Class L common stock and identify the
source of funds for such payments.
6. In addition, indicate the amount of Class L common stock that
will
be converted and specify the approximate amounts of additional
common
stock that will be issued.
7. Revise your disclosure to clarify what the "certain corporate
events" mentioned in the next-to-last paragraph are.
Increased costs associated with corporate governance, page 10
8. We are not able to follow your argument that better internal
controls and financial reporting may cause your director and
officer
liability insurance to increase. Please revise or advise.
Special Note Regarding Forward-Looking Statements, page 26
9. Please remove the next-to-last paragraph on page 27. If you
are
aware of risks, discuss them.
Use of Proceeds, page 28
10. Revise the first bullet point in this section to set forth the
interest rate and the maturity of the "certain indebtedness" of
your
subsidiaries.
The Transactions, page 31
The Investors, page 34
11. Revise this section to eliminate terms and phrases that do
little
more than market the Investors and the Investors` business,
including
terms such as "the world`s preeminent private equity investment
firms," "leading private equity firm," "leading global private
investment firm" and "one of the world`s leading private
investment
firms."
Principal and Selling Stockholders, page 125
12. Revise your disclosure to state that the selling stockholders
"may be deemed" underwriters in this offering.
Certain Relationships and Related Party Transactions, page 128
Certain US Federal Income and Estate Tax Consequences, page 148
13. It is unclear why your tax discussion is limited to non-US
holders. Revise to include US holders or supplementally provide
an
explanation.
14. Please remove the disclaimer that the summary is "for general
information only."
Underwriting, page 151
15. Supplementally provide us with a description of the procedures
for the electronic offer, sale and distribution of the shares and
identify the underwriters who may engage in such a distribution.
Address how your procedures ensure that the distribution complies
with Section 5 of the Securities Act. In particular: (1) the
communications used; (2) the availability of the preliminary
prospectus; (3) the manner of conducting the distribution and
sale,
like the use of indications of interest or conditional offers; and
(4) the funding of an account and payment of the purchase price.
Alternately, if your procedures have been favorably reviewed by
the
staff, please let us know.
******
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Direct any questions on the financial statements and related
disclosure Theresa Messinese at (202) 942-1785, or Michael Fay at
(202) 942-1907. Direct any other questions to Hanna Teshome at
(202)
942-2975, or in her absence to me at (202) 942-1850.
Sincerely,
Max A. Webb
Assistant Director
cc: via facsimile (212) 455-2502
Edward P. Tolley, III Esq.
Simpson Thacher & Bartlett LLP
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Warner Music Group
March 28, 2005
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