Current Report Filing (8-k)
August 05 2021 - 6:10AM
Edgar (US Regulatory)
NY Class A Common Stock, $0.001 par value per share false 0001319161 0001319161 2021-08-05 2021-08-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2021
Warner Music Group Corp.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-32502
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13-4271875
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1633 Broadway,
New York, New York
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10019
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 275-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered under Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of Exchange
on which Registered
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Class A Common Stock
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WMG
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Secured Notes
On August 5, 2021, Warner Music Group Corp. issued a press release announcing that its wholly owned subsidiary, WMG Acquisition Corp. (“WMG Acquisition”), has commenced a private offering of senior secured notes due 2031 (the “Notes”) in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
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.
Redemption
The proceeds from the Notes offering, together with cash on hand, will be used to fund the full redemption of the currently outstanding 3.625% Senior Secured Notes due 2026 (the “Existing Notes”). Concurrently with the commencement of the Notes offering, WMG Acquisition issued a notice of conditional full redemption in respect of all of the outstanding Existing Notes. Such redemption will be conditioned upon the receipt of gross cash proceeds in an amount satisfactory to the Company from the offering of the Notes and the consummation of all other transactions relating to the offering of the Notes (the “Condition”). Payment of the redemption price and surrender of the Existing Notes for redemption will be made on the redemption date specified in the notice of redemption, unless the Condition is not satisfied, in which case the redemption will not occur.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WARNER MUSIC GROUP CORP.
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BY:
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/s/ Paul M. Robinson
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Paul M. Robinson
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Executive Vice President, General Counsel
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and Secretary
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Date: August 5, 2021
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