Item 8.01 Other Events.
Secured Notes
On November 17, 2021, Warner Music Group Corp. (the "Company") issued a press
release announcing that its wholly owned subsidiary, WMG Acquisition Corp. ("WMG
Acquisition"), has commenced a private offering (the "Offering") of senior
secured notes due 2029 (the "Notes") in transactions exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act").
Acquisitions
The Company has entered into non-binding letters of intent with respect to three
acquisitions of certain music and music-related assets (such potential
acquisitions, the "Acquisition Transactions"), for aggregate cash consideration
of approximately $710 million, $125 million of which is expected to be deferred
until the first anniversary of the closing date for one of the Acquisition
Transactions. The Company intends to fund such aggregate cash consideration with
the net proceeds of the Offering and cash on hand. For the twelve months ended
September 30, 2021, the Company estimates that it would have reported
incremental additional aggregate revenue and Adjusted EBITDA for these assets of
$42.8 million and $34.4 million, respectively. The Company currently expects to
enter into definitive documentation for each of the Acquisition Transactions
shortly following the closing of the Offering. Closing of each of the
Acquisition Transactions is subject to negotiation, execution and delivery of
definitive documentation, which is currently expected to be subject to customary
conditions and, in each case, is expected to occur after the closing of the
Offering.
A copy of the press release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
This report does not constitute an offer to sell or a solicitation of an offer
to buy the Notes or any other securities, and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful. The Notes have not been registered under
the Securities Act or the securities laws of any other jurisdiction and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release of Warner Music Group Corp., dated November 17, 2021.
104 Cover Page to this Current Report on Form 8-K in Inline XBRL.
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses