Warner Music units get consents needed to amend three series of notes

By Angela McDaniels

Tacoma, Wash., July 11 - Warner Music Group Corp. subsidiaries WMG Acquisition Corp. and WMG Holdings Corp. received enough consents to amend the $465 million of 7 3/8% senior subordinated notes due 2014 and £100 million of 8 1/8% senior subordinated notes due 2014 issued by WMG Acquisition and the $257,927,000 of 9½% senior discount notes due 2014 issued by WMG Holdings, according to a company news release.

Tender offers and consent solicitations for the notes began on June 27.

As of the consent date, 5 p.m. ET on July 11, holders had tendered with consents a majority of the outstanding principal amount of the 7 3/8% notes and 8 1/8% notes, taken together, and the 9½% notes.

Supplemental indentures have been executed, and the amendments will become operative once the tendered notes are accepted for purchase.

The amendments will eliminate substantially all of the restrictive covenants, some events of default and other related provisions in the indentures governing the notes.

Each tender offer will expire at 12 a.m. ET on July 26.

For each $1,000 or £1,000 principal amount of notes, the purchase price is $1,015.29 for the 7 3/8% notes, £1,016.84 for the 8 1/8% notes and $1,035.42 for the 9½% notes. These amounts include a consent payment of $15.00 or £15.00 for each note tendered by the consent date.

The issuers will also pay accrued interest up to but excluding the applicable payment date.

The tender offers are being made in connection with Warner Music's May 6 agreement to be acquired by Access Industries, Inc.

For notes tendered by the consent time, the payment date will be shortly after the completion of the acquisition. For notes tendered after the consent time but by the expiration date, the payment date will be promptly after the expiration date.

WMG Acquisition and WMG Holdings said they will call for redemption all of their respective notes that remain outstanding following the acquisition.

Credit Suisse Securities (USA) LLC (212 325-5912 or 800 820-1653) and UBS Securities LLC (203 719-4210 or 888 719-4210) are the dealer managers and solicitation agents. D.F. King & Co., Inc. (800 714-3312 or 212 269-5550) is the information agent.

Warner is a New York-based music company that owns record labels including Asylum, Atlantic, Cordless, East West, Elektra, Nonesuch, Reprise, Rhino, Roadrunner, Rykodisc, Sire, Warner Bros. and Word.

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