Warner Music Group through its wholly owned subsidiary, WMG Acquisition said it has commenced a private offering (the “Offering”) of $250 million aggregate principal amount of additional 3.000% Senior Secured Notes due 2031 (the “Additional Notes”).
The initial 3.000% Senior Secured Notes due 2031 were issued in an aggregate principal amount of $550 million on August 12, 2020 (the “Original Notes”).
The Additional 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 Additional 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 Company intends to use the net proceeds of the Offering to fund a portion of the aggregate cash consideration for certain acquisitions. The Company may also use the net proceeds of the Offering to redeem all or a portion of the Additional Notes at any time on one or more occasions on or prior to the fifth business day following December 18, 2020 (the “Special Optional Redemption Election Date”) by giving notice at least five business days prior to such time at the special optional redemption price equal to the issue price of the Additional Notes (excluding accrued interest for the period prior to the settlement date) plus 1% of the principal amount thereof together with accrued and unpaid interest on such Additional Notes from August 12, 2020 (or the most recent interest payment date on which interest was paid) to but excluding the redemption date, or for general corporate purposes.
The Additional Notes and the Original Notes will be treated as the same series for all purposes under the indenture following the fifth business day after the Special Optional Redemption Election Date. The Additional Notes 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 press release is for informational purposes only and is not an offer to sell or purchase nor the solicitation of an offer to sell or purchase securities 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.