Item 1.01. Entry into a Material Definitive Agreement.
Secured Notes Indenture
On
Interest on the Dollar Notes will accrue at the rate of 3.875% per annum and
will be payable semi-annually in arrears on
Ranking
The Notes are the Issuer's senior secured obligations and are secured on an equal and ratable basis with all existing and future indebtedness secured with the same security arrangements as the Notes, including the Existing Secured Notes and the Credit Facilities (each as defined below). The Notes rank senior in right of payment to the Issuer's existing and future subordinated indebtedness; rank equally in right of payment with all of the Issuer's existing and future senior indebtedness, including the Issuer's 5.500% Senior Notes due 2026 (the "Existing Unsecured Notes"), the Issuer's 5.000% Senior Secured Notes due 2023 (the "5.000% Existing Secured Notes" or "5.000% Notes"), the Issuer's 3.625% Senior Secured Notes due 2026 (the "3.625% Existing Secured Notes" and, together with the 5.000% Existing Secured Notes, the "Existing Secured Notes") and indebtedness under the Issuer's senior secured revolving credit facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto (the "Revolving Credit Facility") and the Issuer's senior secured term loan credit facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto (the "Term Credit Facility" and, together with the Revolving Credit Facility, the "Credit Facilities") and any future senior secured credit facility; are effectively senior to the Issuer's unsecured senior indebtedness, including the Existing Unsecured Notes, to the extent of the value of the collateral securing the Notes; and are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any of the Issuer's non-guarantor subsidiaries (other than indebtedness and liabilities owed to the Issuer or one of its subsidiary guarantors (as such term is defined below)).
Guarantees
The Notes are fully and unconditionally guaranteed on a senior secured basis by each of the Issuer's existing direct or indirect wholly-owned domestic restricted subsidiaries and by any such subsidiaries that guarantee obligations of the Issuer under the Credit Facilities, subject to customary exceptions. Such subsidiary guarantors are collectively referred to herein as the "subsidiary guarantors," and such subsidiary guarantees are collectively referred to herein as the "subsidiary guarantees." Each subsidiary guarantee is a senior secured obligation of such subsidiary guarantor and is secured on an equal and ratable basis with all existing and future obligations of such subsidiary guarantor that are secured with the same security arrangements as the guarantee of the Notes (including the subsidiary guarantor's guarantee of obligations under the Existing Secured Notes and the Credit Facilities). Each subsidiary guarantee ranks senior in right of payment to all subordinated obligations of the subsidiary guarantor; is effectively senior to the subsidiary guarantor's existing unsecured obligations, including the subsidiary guarantor's guarantee of the Existing Unsecured Notes, to the extent of the collateral securing such guarantee; ranks equally in right of payment with all of the subsidiary guarantor's existing and future senior obligations, including the subsidiary guarantor's guarantee of the Credit Facilities and any future senior secured credit facility, the Existing Secured Notes and the Existing Unsecured Notes; and is structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any non-guarantor subsidiary of the subsidiary guarantor (other than indebtedness and liabilities owed to the Issuer or one of its subsidiary guarantors). Any subsidiary guarantee of the Notes may be released in certain circumstances.
2
--------------------------------------------------------------------------------
Optional Redemption
Dollar Notes
At any time prior to
Item 1.02 Termination of a Material Definitive Agreement
Satisfaction and Discharge of 2024 Senior Secured Notes
On
5
--------------------------------------------------------------------------------
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 concerning the Issuer's direct financial obligations under the Notes is incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as ofJune 29, 2020 , amongWMG Acquisition Corp. , the guarantors listed on the signature pages thereto, Credit Suisse AG, as Notes Authorized Representative and as Collateral Agent, andWells Fargo Bank, National Association , as Trustee, providing for the issuance of secured notes in series. 4.2 First Supplemental Indenture, dated as ofJune 29, 2020 , amongWMG Acquisition Corp. , the guarantors listed on the signature pages thereto andWells Fargo Bank, National Association , as Trustee, relating to the 3.875% Senior Secured Notes due 2030. 4.3 Second Supplemental Indenture, dated as ofJune 29, 2020 , amongWMG Acquisition Corp. , the guarantors listed on the signature pages thereto andWells Fargo Bank, National Association , as Trustee, relating to the 2.750% Senior Secured Notes due 2028. 4.4 Form of 3.875% Senior Secured Note due 2030 (included in Exhibit 4.2 hereto). 4.5 Form of 2.750% Senior Secured Note due 2028 (included in Exhibit 4.3 hereto). 4.6 Tenth Supplemental Indenture, dated as ofJune 26, 2020 , amongWMG Acquisition Corp. , the guarantors listed on the signature pages thereto andWells Fargo Bank, National Association , as Trustee, relating to the 5.000% Senior Secured Notes due 2023. 104 Cover Page to this Current Report on Form 8-K in Inline XBRL. 6
--------------------------------------------------------------------------------
© Edgar Online, source