WMG Acquisition Corp. ("WMG Acquisition") and WMG Holdings Corp.
("WMG Holdings," and together with WMG Acquisition the "Companies"
and each a "Company"), both wholly-owned subsidiaries of Warner
Music Group Corp. (NYSE: WMG) ("Warner"), commenced tender offers
on June 27, 2011 (the "Tender Offers" and each a "Tender Offer")
and solicited consents (the "Consent Solicitations") with respect
to the following outstanding notes listed in the table below, upon
the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement, dated June 27, 2011
(the "Offer to Purchase").
Outstanding
CUSIP / ISIN / Principal
Common Code Nos. Amount Issuer Title of Security
------------------ ------------------ ------------------ ------------------
934548AE8 $465,000,000 WMG Acquisition 7 3/8% Senior
and ISIN No. Corp. Subordinated Notes
US934548AE86 due 2014
XS0190115344 100,000,000 GBP WMG Acquisition 8 1/8% Senior
XS0213135998 Corp. Subordinated Notes
XS0190115773 due 2014
021313599
019011577
019011534
92930MAF0 $257,927,000 WMG Holdings Corp. 9.5% Senior
US 92930MAF05 Discount Notes due
2014
The purpose of the Consent Solicitations is to (i) amend the
indenture, dated as of April 8, 2004 (the "WMG Acquisition
Indenture"), by and among WMG Acquisition, the subsidiary
guarantors named therein and Wells Fargo Bank, National
Association, as trustee (the "Trustee"), pursuant to which the 7
3/8% Dollar-denominated Senior Subordinated Notes due 2014 and 8
1/8% Sterling-denominated Senior Subordinated Notes due 2014 (the
"Senior Subordinated Notes") were issued and (ii) amend the
indenture, dated as of December 23, 2004 (the "WMG Holdings
Indenture"), by and among WMG Holdings, Warner, as guarantor, and
the Trustee, pursuant to which the 9.5% Senior Discount Notes due
2014 (the "Senior Discount Notes") were issued.
The Tender Offers and Consent Solicitations were made in
connection with the Agreement and Plan of Merger, dated as of May
6, 2011 (the "Merger Agreement"), by and among Airplanes Music LLC,
an affiliate of Access Industries, Inc. ("Access Industries"),
Airplanes Merger Sub, Inc., a wholly-owned subsidiary of Airplanes
Music LLC, and Warner, pursuant to which Airplanes Merger Sub, Inc.
will be merged with and into Warner upon the terms and subject to
the conditions set forth in the Merger Agreement (the
"Merger").
As of 5:00 p.m., New York City time, on July 11, 2011, a
majority of the outstanding aggregate principal amount of (i) the
Dollar-denominated and Sterling-denominated Senior Subordinated
Notes, taken together, in the case of the WMG Acquisition Indenture
and (ii) the Senior Discount Notes, in the case of the WMG Holdings
Indenture (with respect to an Indenture, the "Requisite Consents")
were validly tendered and not validly withdrawn, and the related
consents were validly delivered and not validly withdrawn. Upon
receipt of the Requisite Consents, the applicable Company, the
applicable guarantors and the Trustee executed a supplemental
indenture to each indenture (the "Supplemental Indentures" and each
a "Supplemental Indenture") to effect the proposed amendments to
the applicable Indenture; as a result, tendered notes may no longer
be withdrawn and related consents may no longer be revoked. On the
terms and subject to the conditions of the Tender Offers and
Consent Solicitations, the proposed amendments will become
operative only upon the applicable Initial Acceptance Date for such
tender offer (as defined in the Offer to Purchase), which will
occur promptly following the satisfaction or waiver of the
conditions to such tender offer, including the consummation of the
Acquisition. The Supplemental Indentures shall bind all holders of
the applicable series of notes and their transferees.
The Companies engaged Credit Suisse Securities (USA) LLC and UBS
Securities LLC as dealer managers for the Tender Offers (the
"Dealer Managers") and consent solicitation agents for the Consent
Solicitations (the "Consent Solicitation Agents"). Questions and
requests for assistance regarding the Tender Offers and Consent
Solicitations should be directed to Credit Suisse Securities (USA)
LLC at (212) 325-5912 (collect) or (800) 820-1653 (toll free) or
UBS Securities LLC at (203) 719-4210 (collect) or (888) 719-4210
(toll free). Requests for documents may be directed to D.F. King
& Co., Inc., which acted as the information agent (the
"Information Agent") for the Tender Offers and Consent
Solicitations, at (800) 714-3312 (toll free) or (212) 269-5550
(collect), or D.F. King (Europe) Limited, at +44 20 7920 9700
(main) or via wmg@dfking.com.
This press release does not constitute a solicitation of
consents of holders of the notes and shall not be deemed a
solicitation of consents with respect to any other securities of
the Companies. The Tender Offers and Consent Solicitations are made
only pursuant to the Offer to Purchase and the accompanying letter
of transmittal and consent form. None of WMG Acquisition, WMG
Holdings, the Dealer Managers and Consent Solicitation Agents, the
Information Agent and Depositary 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.
About the Company
With its broad roster of new stars and
legendary artists, Warner Music Group is home to a collection of
some of the best-known record labels in the music industry
including Asylum, Atlantic, Cordless, East West, Elektra, Nonesuch,
Reprise, Rhino, Roadrunner, Rykodisc, Sire, Warner Bros. and Word.
Warner Music International, a leading company in national and
international repertoire, operates through numerous international
affiliates and licensees in more than 50 countries. Warner Music
Group also includes Warner/Chappell Music, one of the world's
leading music publishers, with a catalog of more than one million
copyrights worldwide.
This communication includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements include statements
regarding expectations as to the completion of the transactions
contemplated by the Merger Agreement. The forward-looking
statements contained herein involve risks and uncertainties that
could cause actual results to differ materially from those referred
to in the forward-looking statements. Such risks include, but are
not limited to, the ability of the parties to the Merger Agreement
to satisfy the conditions to closing specified in the Merger
Agreement. More information about Warner Music Group and other
risks related to Warner Music Group are detailed in Warner Music
Group's most recent annual report on Form 10-K and its quarterly
reports on Form 10-Q and current reports on Form 8-K as filed with
the Securities and Exchange Commission. Warner Music Group does not
undertake an obligation to update forward-looking statements.
In addition, the following factors, among others, could cause
actual results to differ materially from those set forth in the
forward-looking statements:
- the risk that the Merger may not be completed on the expected
timetable, or at all;
- litigation in respect of the transactions contemplated by the
Merger Agreement;
- disruption from the transactions contemplated by the Merger
Agreement making it more difficult to maintain certain strategic
relationships;
- risks relating to recent or future ratings agency actions or
downgrades as a result of the announcement of the transactions
contemplated by the Merger Agreement;
- the impact of Warner Music Group's substantial leverage,
including any increase associated with additional indebtedness to
be incurred in connection with the transactions contemplated by the
Merger Agreement, on Warner Music Group's ability to raise
additional capital to fund its operations, on Warner Music Group's
ability to react to changes in the economy or its industry and on
its ability to meet its obligations under its indebtedness;
and
- differences between Warner Music Group's currently expected pro
forma capital structure following consummation of the transactions
contemplated by the Merger Agreement and its actual capital
structure following consummation of such transactions.
Warner Music Group maintains an Internet site at www.wmg.com.
Warner Music Group uses its website as a channel of distribution of
material information related to Warner Music Group. Financial and
other material information regarding Warner Music Group is
routinely posted on and accessible at http://investors.wmg.com. In
addition, you may automatically receive email alerts and other
information about Warner Music Group by enrolling your email by
visiting the "email alerts" section at http://investors.wmg.com.
Warner Music Group's website and the information posted on it or
connected to it shall not be deemed to be incorporated by reference
into this communication.
Additional factors that may affect future results and conditions
are described in Warner Music Group's filings with the SEC, which
are available at the SEC's web site at www.sec.gov or at Warner
Music Group's website at www.wmg.com.
Media Contact: Will Tanous (212) 275-2244 Email Contact:
Will.Tanous@wmg.com or Investor Contact: Jill Krutick (212)
275-4790 Email Contact: Jill.Krutick@wmg.com
Warner Music Crp (NYSE:WMG)
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