WMG Acquisition Corp. Announces Launch of Senior Secured Notes Offering

Rhea-AI Summary

Warner Music Group Corp. (WMG) has initiated a private offering of euro-denominated senior secured notes through its subsidiary, WMG Acquisition Corp. The proceeds will be used to fund the redemption of 3.625% senior secured notes due 2026, called for redemption on August 16, 2021. The offering is exempt from the Securities Act registration requirements and is aimed at qualified institutional buyers and certain persons outside the U.S. This announcement includes forward-looking statements and is subject to various risks and uncertainties.

Positive

• Initiation of a private offering may enhance liquidity and fund strategic debt reduction.
• Redemption of higher-rate senior secured notes could lead to reduced interest expenses.

Negative

• Potential risks associated with the offering may lead to market volatility.

NEW YORK, Aug. 05, 2021 (GLOBE NEWSWIRE) -- Warner Music Group Corp. (“Warner Music Group” or “WMG”) announced today that through its wholly owned subsidiary WMG Acquisition Corp. (the “Company”) it has commenced a private offering (the “Notes Offering”) of euro-denominated senior secured notes (the “Notes”).

The Company intends to use the net proceeds of the Notes Offering, together with cash on hand, to fund the conditional redemption of all of the Company’s outstanding 3.625% senior secured notes due 2026 which have been called for redemption on August 16, 2021. In the event that the conditions specified in any notice of redemption are not satisfied, such redemption will not occur.

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 Notes will not be and 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 announcement is not an offer to purchase, a solicitation of an offer to sell or purchase, or a solicitation of an offer to sell or purchase securities with respect to the Notes 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. The Notes Offering is being made only by the Offering Circular being sent to prospective investors.

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 Offering and the redemption of the 3.625% senior secured notes due 2026. 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.

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.

MiFID II and UK MiFIR - professionals/ECPs only – No PRIIPs or UK PRIIPs KID Manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.

This announcement is only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within Article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom.

SOURCE: WMG

Media Contact:
James Steven
James.Steven@wmg.com

Investor Relations Contact:
Kareem Chin
Kareem.Chin@wmg.com

FAQ

What is the purpose of Warner Music Group's notes offering?

The purpose of the notes offering is to fund the redemption of existing 3.625% senior secured notes due 2026.

When is the redemption of the senior secured notes due 2026 scheduled?

The redemption of the 3.625% senior secured notes due 2026 is scheduled for August 16, 2021.

Who can participate in the notes offering by Warner Music Group?

The notes are offered only to qualified institutional buyers and certain persons outside the United States.

What are the risks associated with Warner Music Group's notes offering?

The offering includes forward-looking statements that are subject to risks and uncertainties, potentially impacting outcomes.

How will the proceeds from the notes offering be used?

The proceeds will be used, along with cash on hand, to redeem the outstanding senior secured notes.