Item 1.01. Entry into a Material Definitive Agreement.

Secured Notes Indenture

On June 29, 2020 (the "Closing Date"), WMG Acquisition Corp. (the "Issuer"), an indirect, wholly-owned subsidiary of Warner Music Group Corp., issued and sold $535 million in aggregate principal amount of its 3.875% Senior Secured Notes due 2030 (the "Dollar Notes") and €325 million in aggregate principal amount of its 2.750% Senior Secured Notes due 2028 (the "Euro Notes" and, together with the Dollar Notes, the "Notes") under an Indenture, dated as of June 29, 2020 (the "Secured Notes Base Indenture"), among the Issuer, the guarantors party thereto, Credit Suisse AG, as Notes Authorized Representative and Collateral Agent, and Wells Fargo Bank, National Association, as Trustee (the "Trustee"), as supplemented by (i) in the case of the Dollar Notes, the First Supplemental Indenture, dated as of June 29, 2020 (the "First Supplemental Indenture"), among the Issuer, the guarantors party thereto and the Trustee and (ii) in the case of the Euro Notes, the Second Supplemental Indenture, dated as of June 29, 2020 (the "Second Supplemental Indenture" and, together with the First Supplemental Indenture and the Secured Notes Base Indenture, the "New Secured Notes Indenture"), among the Issuer, the guarantors party thereto and the Trustee.

Interest on the Dollar Notes will accrue at the rate of 3.875% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2021. Interest on the Euro Notes will accrue at the rate of 2.750% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2021.

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 July 15, 2023, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Dollar Notes (including the aggregate principal amount of any additional notes of the same . . .

Item 1.02 Termination of a Material Definitive Agreement

Satisfaction and Discharge of 2024 Senior Secured Notes

On June 16, 2020, the Issuer elected to call for redemption in full of (i) all of its outstanding 4.875% Senior Secured Notes due 2024 (the "4.875% Notes"), issued pursuant to the Existing Base Indenture, as supplemented by the Sixth Supplemental Indenture, dated as of October 18, 2016 (the "Sixth Supplemental Indenture" and, together with the Existing Base Indenture, the "4.875% Notes Indenture"), among the Issuer, the subsidiary guarantors party thereto and the Existing Trustee, in accordance with the terms of the 4.875% Notes Indenture and (ii) all of its outstanding 4.125% Senior Secured Notes due 2024 (the "4.125% Notes" and, together with the 4.875% Notes, the "2024 Notes"), issued pursuant to the Existing Base Indenture, as supplemented by the Seventh Supplemental Indenture, dated as of October 18, 2016 (the "Seventh Supplemental Indenture" and, together with the Existing Base Indenture, the "4.125% Notes Indenture"), among the Issuer, the subsidiary guarantors party thereto and the Existing Trustee, in accordance with the terms of the 4.125% Notes Indenture. The redemptions were conditioned, among other things, upon the receipt by the Issuer of gross cash proceeds in an amount satisfactory to the Issuer (such amount to be determined by the Issuer in its sole and absolute discretion) in one or more new debt financings, pursuant to documentation that is in each case in form and substance satisfactory to the Issuer in its sole and absolute discretion. On June 29, 2020, the Issuer irrevocably deposited, or caused to be irrevocably deposited, with the Existing Trustee and Société Générale Luxembourg, as agent for the 4.125% Notes, funds solely for the benefit of the holders of the 2024 Notes in an amount sufficient to pay principal, premium and accrued interest on the 2024 Notes to, but not including, the date of redemption and all other sums payable under the 4.875% Notes Indenture and the 4.125% Notes Indenture. The Trustee executed and delivered acknowledgements of satisfaction, discharge and release, dated as of June 30, 2020, with respect to the satisfaction and discharge of the 4.875% Notes, the 4.875% Notes Indenture, the 4.125% Notes and the 4.125% Notes Indenture.



                                       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 June 30, 2020, the Issuer issued a notice of redemption for all of the 5.000% Notes that are not accepted for purchase in the tender offer and consent solicitation. The Issuer currently expects to redeem any 5.000% Notes that are not accepted for purchase in the tender offer and consent solicitation on or about August 1, 2020 at the then-applicable redemption price of 101.250%.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
 Number                                       Description

   4.1              Indenture, dated as of June 29, 2020, among WMG Acquisition
                  Corp., the guarantors listed on the signature pages thereto, Credit
                  Suisse AG, as Notes Authorized Representative and as Collateral
                  Agent, and Wells Fargo Bank, National Association, as Trustee,
                  providing for the issuance of secured notes in series.

   4.2              First Supplemental Indenture, dated as of June 29, 2020, among
                  WMG Acquisition Corp., the guarantors listed on the signature pages
                  thereto and Wells Fargo Bank, National Association, as Trustee,
                  relating to the 3.875% Senior Secured Notes due 2030.

   4.3              Second Supplemental Indenture, dated as of June 29, 2020, among
                  WMG Acquisition Corp., the guarantors listed on the signature pages
                  thereto and Wells 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 of June 26, 2020, among
                  WMG Acquisition Corp., the guarantors listed on the signature pages
                  thereto and Wells 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 Glimpses