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Published on 7/1/2013 in the Prospect News Bank Loan Daily.

Warner Music Group draws $820 million delayed-draw term loan in full

By Angela McDaniels

Tacoma, Wash., July 1 - Warner Music Group Corp. subsidiary WMG Acquisition Corp. drew down its $820 million senior secured delayed-draw term loan on Monday, according to an 8-K filing with the Securities and Exchange Commission.

Credit Suisse AG is the administrative agent. Barclays and UBS Securities LLC are syndication agents, joint lead arrangers and joint bookrunners. Credit Suisse Securities (USA) LLC, Macquarie Capital (USA) Inc. and Nomura Securities International, Inc. are joint lead arrangers and joint bookrunners.

The interest rate is Libor plus 275 basis points with a 1% Libor floor.

The original issue discount is 99¾%.

The proceeds of the first-lien covenant-light loan (Ba3/BB-) were used to complete Warner's acquisition of Parlophone Label Group from Universal Music Group. The company paid £487 million in cash. Proceeds will also be used for general corporate purposes.

Beginning Dec. 31, the term loan will amortize in equal quarterly installments in aggregate annual amounts equal to 1% of the original principal amount.

The loan will mature on July 1, 2020, with a springing maturity date on July 2, 2018 if more than $153 million principal amount of WMG's 11½% senior notes due Oct. 1, 2018 are outstanding on June 28, 2018 unless, on June 28, 2018, WMG's ratio of senior secured debt to EBITDA is 3.5 to 1.0 or less.

The loan has 101 soft call protection through Dec. 31.

The loan launched on April 25. Under the originally announced terms, the interest rate was going to be Libor plus 325 bps, and the original issue discount was going to be 99½%. The changes were made May 9.

Warner Music is a New York-based music content company.


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