Warner Music begins any-and-all tender offer for 5% notes due 2023

By Sarah Lizee

Olympia, Wash., June 16 – Warner Music Group Corp. launched an any-and-all cash tender offer and consent solicitation for the $300 million 5% senior secured notes due 2023 (Cusips: 92933BAK0, U97128AF6) issued by WMG Acquisition Corp., according to a press release.

The purchase price is $986.23 per $1,000 of notes. Holders who deliver consents will also be eligible to receive $30 per $1,000 of notes, for a total consideration of $1,016.23 per $1,000 of notes.

Holders must validly tender their notes and deliver their corresponding consents at or prior to 5 p.m. ET on June 29 to be eligible to receive the total consideration.

A holder cannot deliver a consent without tendering its corresponding notes, or tender its notes without delivering a corresponding consent.

Holders will also receive accrued interest.

The tender offer will expire at midnight ET on July 14.

Tendered notes and consents may be withdrawn at or prior to the earlier of the date that the supplemental indenture is entered into and the tender expiration date.

The company is soliciting consents to, among other things, eliminate substantially all of the restrictive covenants, some events of default and other related provisions.

The offer is subject to some conditions, including the receipt by the company of net proceeds from a concurrent secured note offering.

The offer is also conditioned on the receipt of consents from holders of at least a majority of the outstanding amount of the 2023 notes.

The company currently intends to issue a notice of redemption for all of the 2023 notes that are not accepted for purchase in the tender offer and consent solicitation. The notes would be redeemed on Aug. 1 at 101.25.

Concurrent with the secured note offering, the company intends to issue a conditional notice of redemption for all of its outstanding 4 7/8% senior secured notes due 2024 and 4 1/8% senior secured notes due 2024. The company currently expects to redeem all of the outstanding 4 1/8% notes at 103.094 and all of the outstanding 4 7/8% notes at 103.656.

Credit Suisse Securities (USA) LLC (212 325-2476 collect, 800 820-1653 toll free) is the dealer manager. D.F. King & Co., Inc. (888 628-8208 toll free, 212 269-5550 banks and brokers, wmg@dfking.com) is the information agent and depositary.

Warner is a New York City-based record label and entertainment conglomerate.

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