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WMG Acquisition Corp. $900,000,000 (In a Combination of Euro and U.S

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WMG Acquisition Corp. $900,000,000 (In a Combination of Euro and U.S LISTING CIRCULAR WMG Acquisition Corp. $900,000,000 (in a combination of euro and U.S. dollars) €325,000,000 2.750% Senior Secured Notes due 2028 $535,000,000 3.875% Senior Secured Notes due 2030 WMG Acquisition Corp. (“Warner Music Group”), a direct wholly-owned subsidiary of WMG Holdings Corp. (“Holdings”) and an indirect wholly- owned subsidiary of Warner Music Group Corp. (the “Parent”), is offering €325,000,000 aggregate principal amount of its 2.750% Senior Secured Notes due 2028 (the “euro notes”) and $535,000,000 aggregate principal amount of its 3.875% Senior Secured Notes due 2030 (the “dollar notes” and, together with the euro notes, the “Senior Secured Notes” or the “notes”). The euro notes will mature on July 15, 2028 and the dollar notes will mature on July 15, 2030. Interest will accrue from June 29, 2020. Warner Music Group will pay interest on the notes on January 15 and July 15 of each year commencing January 15, 2021. The consummation of the offering of dollar notes is not conditional on the consummation of the offering of euro notes. We cannot assure you that any of the Transactions (as defined herein) will be consummated in accordance with their terms, or at all. The euro notes will be redeemable on or after July 15, 2023 at the redemption prices specified in this listing circular. At any time prior to July 15, 2023, Warner Music Group will be entitled to redeem the euro notes, in whole or in part, at a redemption price equal to 100% of their respective principal amount plus a make-whole premium, together with accrued and unpaid interest, if any, to the redemption date. In addition, during any 12-month period prior to July 15, 2023, Warner Music Group may redeem up to 10% of the euro notes at a redemption price equal to 103% of their principal amount, together with accrued and unpaid interest, if any, to the redemption date. Warner Music Group may also redeem up to 40% of the euro notes before July 15, 2023, together with accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds from certain equity offerings or contributions to its capital at the redemption price specified in this listing circular. The dollar notes will be redeemable on or after July 15, 2025 at the redemption prices specified in this listing circular. At any time prior to July 15, 2025, Warner Music Group will be entitled to redeem the dollar notes, in whole or in part, at a redemption price equal to 100% of their respective principal amount plus a make-whole premium, together with accrued and unpaid interest, if any, to the redemption date. In addition, during any 12-month period prior to July 15, 2025, Warner Music Group may redeem up to 10% of the dollar notes at a redemption price equal to 103% of their principal amount, together with accrued and unpaid interest, if any, to the redemption date. Warner Music Group may also redeem up to 40% of the dollar notes before July 15, 2023, together with accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds from certain equity offerings or contributions to its capital at the redemption price specified in this listing circular. The notes offered hereby will be guaranteed, on a senior secured basis, by all of Warner Music Group’s existing wholly-owned domestic restricted subsidiaries that guarantee obligations under the Senior Credit Facilities (as defined in this listing circular), subject to customary exceptions. Such guarantee is full and unconditional. The notes and related guarantees will be secured by first-priority liens, subject to permitted liens, on substantially all of Warner Music Group’s assets, the assets of Holdings and the assets of the subsidiary guarantors as described in this listing circular (the “Collateral”). The notes will, to the extent of the value of the Collateral, be effectively (i) senior to Warner Music Group’s future indebtedness secured by liens on the Collateral that are junior to the liens on the Collateral securing the notes, (ii) senior to Warner Music Group’s existing and future unsecured indebtedness, including Warner Music Group’s outstanding 5.500% Senior Notes due 2026 (the “Existing Senior Notes”), to the extent of the value of the collateral securing the notes and (iii) equal with Warner Music Group’s existing and future indebtedness secured by liens on the Collateral that are not senior or junior to the liens on the Collateral securing the notes, including Warner Music Group’s outstanding 5.000% Senior Secured Notes due 2023 (the “5.000% Notes”), 4.125% Senior Secured Notes due 2024 (the “4.125% Notes”) and 4.875% Senior Secured Notes due 2024 (the “4.875% Notes” and, together with the 5.000% Notes and the 4.125% Notes, the “Refinancing Notes”), to the extent the Refinancing Notes are not repurchased, redeemed or discharged in full as described under “Listing Circular Summary—Recent Developments—Tender Offer and Redemptions,” and the 3.625% Senior Secured Notes due 2026 (the “3.625% Notes,” and together with the Refinancing Notes, the “Existing Senior Secured Notes”) and indebtedness under the Senior Credit Facilities. The notes and the related guarantees will be Warner Music Group’s and the guarantors’ general secured senior obligations and will rank senior to all their future debt that is expressly subordinated in right of payment to the notes. The notes will rank equally in right of payment with all of Warner Music Group’s existing and future liabilities that are not so subordinated, including the Existing Senior Secured Notes, the Existing Senior Notes and indebtedness under the Senior Credit Facilities, and will be structurally subordinated to all of the liabilities of Warner Music Group’s subsidiaries that do not guarantee the notes, to the extent of the assets of those subsidiaries. Warner Music Group does not intend to file an exchange offer registration statement with respect to the notes. Warner Music Group intends to use the net proceeds of the offering of the notes, together with available cash, to repurchase, redeem or discharge any and all of the Refinancing Notes currently outstanding. See “Listing Circular Summary—Recent Developments—Tender Offer and Redemptions.” Investing in the notes involves risks. See “Risk Factors” on page 12. Euro Notes Price: 100.0% Dollar Notes Price: 100.0% plus accrued interest, if any, from June 29, 2020, if settlement occurs after such date The dollar notes will not be listed on any securities exchange or automated quotation system. Warner Music Group has applied to list the euro notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF Market. We expect that delivery of the dollar notes will be made in book-entry form through The Depository Trust Company (“DTC”) and that delivery of the euro notes will be made to investors in book-entry form through Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”), in each case on or about June 29, 2020. The notes and the related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”). The notes may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. This listing circular constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 16, 2019, as amended. Joint Book-Running Managers Credit Suisse BofA Securities Citigroup Goldman Sachs & Co. LLC J.P. Morgan Morgan Stanley The date of this listing circular is June 29, 2020. TABLE OF CONTENTS DISCLOSURE REGARDING FORWARD-LOOKING CAPITALIZATION ......................................................26 STATEMENTS ........................................................ III DESCRIPTION OF SENIOR SECURED NOTES ...............28 BASIS OF PRESENTATION.......................................... VI BOOK-ENTRY, DELIVERY AND FORM.......................78 MARKET AND INDUSTRY DATA AND FORECASTS ..... VI TRANSFER RESTRICTIONS.........................................84 NON-GAAP FINANCIAL MEASURES......................... VI PLAN OF DISTRIBUTION............................................87 CURRENCY PRESENTATION ..................................... VII U.S. FEDERAL INCOME TAX CONSIDERATIONS ........90 CERTAIN TRADEMARKS........................................... VII CERTAIN ERISA CONSIDERATIONS..........................96 INCORPORATION BY REFERENCE; WHERE YOU LEGAL MATTERS......................................................97 CAN FIND ADDITIONAL INFORMATION ............... VIII INDEPENDENT REGISTERED PUBLIC ACCOUNTING LISTING CIRCULAR SUMMARY ...................................1 FIRM .....................................................................97 THE OFFERING ...........................................................4 LISTING AND GENERAL INFORMATION .....................97 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA ................................8 RISK FACTORS..........................................................13 USE OF PROCEEDS ....................................................25 NOTICE TO INVESTORS We and the initial purchasers have not authorized anyone to provide any information other than that contained or incorporated by reference in this document or to which we or the initial purchasers have referred you. We and the
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