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WMG Acquisition Corp. Announces Receipt of Requisite Consents with Respect to Tender Offer and Consent Solicitation for 5.000% Senior Secured Notes Due 2023

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  • June 26, 2020
    WMG Acquisition Corp. Announces Receipt of Requisite Consents with Respect to Tender Offer and Consent Solicitation for 5.000% Senior Secured Notes Due 2023

    WMG Acquisition Corp. (the “Company”), a wholly owned subsidiary of Warner Music Group Corp. (“Warner Music Group” or “WMG”), today announced that as of 4:30 p.m. on June 25, 2020, it had received consents from holders of at least a majority of the outstanding aggregate principal amount (the “Requisite Consents”) of its outstanding debt securities listed in the table below (the “Notes”) pursuant to its previously announced tender offer to purchase for cash any and all of the Notes and the related solicitation of consents (“Consents”) to the adoption of certain proposed amendments to the indenture governing the Notes.  The purpose of the solicitation of Consents was to, among other things, amend the indenture governing the Notes to eliminate substantially all of the restrictive covenants, certain events of default and other related provisions (the “Proposed Amendments”). Capitalized terms used herein and not defined herein have the meaning given to them in the Company’s Offer to Purchase and Consent Solicitation Statement, dated as of June 16, 2020 (the “Statement”). 

    Based on the receipt of the Requisite Consents in connection with the tender offer and related solicitation of Consents, the Company has entered into a supplemental indenture with the trustee for the indenture governing the Notes reflecting the Proposed Amendments.  As further described in the Statement, the time and date on which the supplemental indenture is executed is referred to as the “Effective Time” for the tender offer.  Because of the occurrence of the Effective Time, the Withdrawal Deadline with respect to the tender offer has now occurred, and any Notes validly tendered and not validly withdrawn prior to the Effective Time, and any Notes that may be validly tendered thereafter, may not be withdrawn.

    The tender offer will expire at 12:00 a.m., New York City time, on July 14, 2020, unless extended (such time and date, as the same may be extended, the “Expiration Time”). Holders of Notes must validly tender their Notes and validly deliver their corresponding Consents at or prior to 5:00 P.M., New York City time, on June 29, 2020, unless extended (such time and date, as the same may be extended, the “Consent Time”), to be eligible to receive the Total Consideration, which includes the Consent Payment, as set forth in the table above.  Holders who tender their Notes after the Consent Time and prior to the Expiration Time will be eligible to receive the Purchase Price as set forth in the table above, but not the Consent Payment.

    This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities with respect to the Notes. The tender offer is only being made pursuant to the terms of the Statement and the related Consent and Letter of Transmittal.

    The complete terms and conditions of the tender offer are set forth in the Statement that has been sent to holders of the Notes. Holders are urged to read the tender offer documents carefully before making any decision with respect to the tender offer and consent solicitation. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related Consents, and if they decide to do so, the principal amount of the Notes to tender.

    The Company has engaged Credit Suisse Securities (USA) LLC as Dealer Manager for the tender offer and as Solicitation Agent for the consent solicitation. Questions and requests for assistance regarding the tender offer and consent solicitation should be directed to Credit Suisse Securities (USA) LLC at (212) 325-2476 (collect) or (800) 820-1653 (toll free). Requests for copies of the Offer to Purchase and Consent Solicitation Statement or other tender offer materials may be directed to D.F. King & Co., Inc., the Information Agent and Tender Agent, at (888) 628-8208 (toll free) or (212) 269-5550 (Banks and Brokers) or via wmg@dfking.com.

    None of the Company, the Dealer Manager and Solicitation Agent, the Information Agent and Tender Agent or any other person makes any recommendation as to whether holders of Notes should tender their Notes or provide the related Consents, and no one has been authorized to make such a recommendation.

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on June 26, 2020 - 9:13am

WMG Acquisition Corp. (the “Company”), a wholly owned subsidiary of Warner Music Group Corp. (“Warner Music Group” or “WMG”), today announced that as of 4:30 p.m. on June 25, 2020, it had received consents from holders of at least a majority of the outstanding aggregate principal amount (the “Requisite Consents”) of its outstanding debt securities listed in the table below (the “Notes”) pursuant to its previously announced tender offer to purchase for cash any and all of the Notes and the related solicitation of consents (“Consents”) to the adoption of certain proposed amendments to the indenture governing the Notes.  The purpose of the solicitation of Consents was to, among other things, amend the indenture governing the Notes to eliminate substantially all of the restrictive covenants, certain events of default and other related provisions (the “Proposed Amendments”). Capitalized terms used herein and not defined herein have the meaning given to them in the Company’s Offer to Purchase and Consent Solicitation Statement, dated as of June 16, 2020 (the “Statement”). 

Based on the receipt of the Requisite Consents in connection with the tender offer and related solicitation of Consents, the Company has entered into a supplemental indenture with the trustee for the indenture governing the Notes reflecting the Proposed Amendments.  As further described in the Statement, the time and date on which the supplemental indenture is executed is referred to as the “Effective Time” for the tender offer.  Because of the occurrence of the Effective Time, the Withdrawal Deadline with respect to the tender offer has now occurred, and any Notes validly tendered and not validly withdrawn prior to the Effective Time, and any Notes that may be validly tendered thereafter, may not be withdrawn.

The tender offer will expire at 12:00 a.m., New York City time, on July 14, 2020, unless extended (such time and date, as the same may be extended, the “Expiration Time”). Holders of Notes must validly tender their Notes and validly deliver their corresponding Consents at or prior to 5:00 P.M., New York City time, on June 29, 2020, unless extended (such time and date, as the same may be extended, the “Consent Time”), to be eligible to receive the Total Consideration, which includes the Consent Payment, as set forth in the table above.  Holders who tender their Notes after the Consent Time and prior to the Expiration Time will be eligible to receive the Purchase Price as set forth in the table above, but not the Consent Payment.

This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities with respect to the Notes. The tender offer is only being made pursuant to the terms of the Statement and the related Consent and Letter of Transmittal.

The complete terms and conditions of the tender offer are set forth in the Statement that has been sent to holders of the Notes. Holders are urged to read the tender offer documents carefully before making any decision with respect to the tender offer and consent solicitation. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related Consents, and if they decide to do so, the principal amount of the Notes to tender.

The Company has engaged Credit Suisse Securities (USA) LLC as Dealer Manager for the tender offer and as Solicitation Agent for the consent solicitation. Questions and requests for assistance regarding the tender offer and consent solicitation should be directed to Credit Suisse Securities (USA) LLC at (212) 325-2476 (collect) or (800) 820-1653 (toll free). Requests for copies of the Offer to Purchase and Consent Solicitation Statement or other tender offer materials may be directed to D.F. King & Co., Inc., the Information Agent and Tender Agent, at (888) 628-8208 (toll free) or (212) 269-5550 (Banks and Brokers) or via wmg@dfking.com.

None of the Company, the Dealer Manager and Solicitation Agent, the Information Agent and Tender Agent or any other person makes any recommendation as to whether holders of Notes should tender their Notes or provide the related Consents, and no one has been authorized to make such a recommendation.