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.




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