|By Marketwired .||
|April 7, 2014 08:11 PM EDT||
NEW YORK, NY -- (Marketwired) -- 04/07/14 -- WMG Acquisition Corp. (the "Company"), a wholly owned subsidiary of Warner Music Group Corp. ("Warner Music Group" or "WMG"), today announced that as of 1:00 p.m. on April 7, 2014, it had received consents from holders of at least a majority of the outstanding aggregate principal amount (the "Requisite Consents") of its outstanding debt securities listed in the table below (the "Notes") pursuant to its previously announced tender offer to purchase for cash any and all of the Notes and the related solicitation of consents ("Consents") to the adoption of certain proposed amendments to the indenture governing the Notes. The purpose of the solicitation of Consents was to, among other things, amend the indenture governing the Notes to eliminate substantially all of the restrictive covenants, certain events of default and other related provisions (the "Proposed Amendments"). Capitalized terms used herein and not defined herein have the meaning given to them in the Company's Offer to Purchase and Consent Solicitation Statement, dated as of March 26, 2014 (the "Statement").
Outstanding Purchase Consent Total CUSIP / ISIN Principal Title of Price Payment Considera- Nos. Amount Issuer Security (1)(2) (1)(2) tion (1) ------------ ------------ ----------- --------- --------- ------- ---------- 92936B AB7 US92936BAB71 U97124 AB4 $765,000,000 WMG 11.5% $1,106.35 $30.00 $1,136.35 USU97124AB49 Acquisition Senior Corp. Notes due 2018 92933B AC8 US92933BAC81 (1) Per $1,000 principal amount of Notes and excluding Accrued Interest, which will be paid in addition to the Total Consideration or Purchase Price, as applicable, up to the applicable Payment Date. (2) Included in Total Consideration.
Based on the receipt of the Requisite Consents in connection with the tender offer and related solicitation of Consents, the Company has entered into a supplemental indenture with the trustee for the indenture governing the Notes reflecting the Proposed Amendments. As further described in the Statement, the time and date on which the supplemental indenture is executed is referred to as the "Effective Time" for the tender offer. Because of the occurrence of the Effective Time, the Withdrawal Deadline with respect to the tender offer has now occurred, and any Notes validly tendered and not validly withdrawn prior to the Effective Time, and any Notes that may be validly tendered thereafter, may not be withdrawn.
The tender offer will expire at 12:00 a.m., New York City time, on April 22, 2014, unless extended (such time and date, as the same may be extended, the "Expiration Time"). Holders of Notes must validly tender their Notes and validly deliver their corresponding Consents at or prior to 5:00 P.M., New York City time, on April 8, 2014, unless extended (such time and date, as the same may be extended, the "Consent Time"), to be eligible to receive the Total Consideration, which includes the Consent Payment, as set forth in the table above. Holders who tender their Notes after the Consent Time and prior to the Expiration Time will be eligible to receive the Purchase Price as set forth in the table above, but not the Consent Payment.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities with respect to the Notes. The tender offer is only being made pursuant to the terms of the Statement and the related Consent and Letter of Transmittal.
The complete terms and conditions of the tender offer are set forth in the Statement that has been sent to holders of the Notes. Holders are urged to read the tender offer documents carefully before making any decision with respect to the tender offer and consent solicitation. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related Consents, and if they decide to do so, the principal amount of the Notes to tender.
The Company has engaged Credit Suisse Securities (USA) LLC as Dealer Manager for the tender offer and as Solicitation Agent for the consent solicitation. Questions and requests for assistance regarding the tender offer and consent solicitation should be directed to Credit Suisse Securities (USA) LLC at (212) 325-2476 (collect) or (800) 820-1653 (toll free). Requests for copies of the Offer to Purchase and Consent Solicitation Statement or other tender offer materials may be directed to D.F. King & Co., Inc., the Information Agent and Tender Agent, at (800) 848-3416 (toll free) or via [email protected].
None of the Company, the Dealer Manager and Solicitation Agent, the Information Agent and Depositary or any other person makes any recommendation as to whether holders of Notes should tender their Notes or provide the related Consents, and no one has been authorized to make such a recommendation.
About Warner Music Group
With its broad roster of new stars and legendary artists, Warner Music Group is home to a collection of the best-known record labels in the music industry including Asylum, Atlantic, Big Beat, East West, Elektra, Erato, Fueled by Ramen, Nonesuch, Parlophone, Reprise, Rhino, Roadrunner, Rykodisc, Sire, Warner Bros., Warner Classics, Warner Music Nashville and Word, as well as Warner/Chappell Music, one of the world's leading music publishers, with a catalog of more than one million copyrights worldwide.
This communication includes forward-looking statements which reflect the current views of Warner Music Group about future events and financial performance. Words such as "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts" and variations of such words or similar expressions that predict or indicate future events or trends, or that do not relate to historical matters, identify forward-looking statements. All forward-looking statements are made as of today, and we disclaim any duty to update such statements. These forward-looking statements include statements regarding expectations as to the completion of the transactions contemplated by the Offer to Purchase and Consent Solicitation Statement. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. Such risks include, but are not limited to, the ability of the Company to satisfy the conditions to closing specified in the Offer to Purchase and Consent Solicitation Statement. All forward-looking statements are made as of today, and Warner Music Group disclaims any duty to update such statements. Warner Music Group's expectations, beliefs and projections are expressed in good faith and Warner Music Group believes there is a reasonable basis for them. However, Warner Music Group cannot assure you that management's expectations, beliefs and projections will result or be achieved. More information about Warner Music Group and other risks related to Warner Music Group are detailed in Warner Music Group's most recent annual report on Form 10-K and its quarterly reports on Form 10-Q and current reports on Form 8-K as filed with the Securities and Exchange Commission. Warner Music Group does not undertake an obligation to update forward-looking statements.
Warner Music Group maintains an Internet site at www.wmg.com. Warner Music Group uses its website as a channel of distribution of material information related to Warner Music Group. Financial and other material information regarding Warner Music Group is routinely posted on and accessible at http://investors.wmg.com. In addition, you may automatically receive email alerts and other information about Warner Music Group by enrolling your email by visiting the "email alerts" section at http://investors.wmg.com.
Warner Music Group's website and the information posted on it or connected to it shall not be deemed to be incorporated by reference into this communication.
Additional factors that may affect future results and conditions are described in Warner Music Group's filings with the SEC, which are available at the SEC's web site at www.sec.gov or at Warner Music Group's website at www.wmg.com.
@DevOpsSummit taking place June 6-8, 2017 at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. @DevOpsSummit at Cloud Expo New York Call for Papers is now open.
Dec. 4, 2016 08:30 PM EST Reads: 1,795
Predictive analytics tools monitor, report, and troubleshoot in order to make proactive decisions about the health, performance, and utilization of storage. Most enterprises combine cloud and on-premise storage, resulting in blended environments of physical, virtual, cloud, and other platforms, which justifies more sophisticated storage analytics. In his session at 18th Cloud Expo, Peter McCallum, Vice President of Datacenter Solutions at FalconStor, discussed using predictive analytics to mon...
Dec. 4, 2016 07:00 PM EST Reads: 4,898
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
Dec. 4, 2016 06:30 PM EST Reads: 2,161
@GonzalezCarmen has been ranked the Number One Influencer and @ThingsExpo has been named the Number One Brand in the “M2M 2016: Top 100 Influencers and Brands” by Onalytica. Onalytica analyzed tweets over the last 6 months mentioning the keywords M2M OR “Machine to Machine.” They then identified the top 100 most influential brands and individuals leading the discussion on Twitter.
Dec. 4, 2016 06:30 PM EST Reads: 2,024
"We are an all-flash array storage provider but our focus has been on VM-aware storage specifically for virtualized applications," stated Dhiraj Sehgal of Tintri in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 4, 2016 06:30 PM EST Reads: 546
As data explodes in quantity, importance and from new sources, the need for managing and protecting data residing across physical, virtual, and cloud environments grow with it. Managing data includes protecting it, indexing and classifying it for true, long-term management, compliance and E-Discovery. Commvault can ensure this with a single pane of glass solution – whether in a private cloud, a Service Provider delivered public cloud or a hybrid cloud environment – across the heterogeneous enter...
Dec. 4, 2016 06:00 PM EST Reads: 1,534
In IT, we sometimes coin terms for things before we know exactly what they are and how they’ll be used. The resulting terms may capture a common set of aspirations and goals – as “cloud” did broadly for on-demand, self-service, and flexible computing. But such a term can also lump together diverse and even competing practices, technologies, and priorities to the point where important distinctions are glossed over and lost.
Dec. 4, 2016 05:45 PM EST Reads: 1,514
All clouds are not equal. To succeed in a DevOps context, organizations should plan to develop/deploy apps across a choice of on-premise and public clouds simultaneously depending on the business needs. This is where the concept of the Lean Cloud comes in - resting on the idea that you often need to relocate your app modules over their life cycles for both innovation and operational efficiency in the cloud. In his session at @DevOpsSummit at19th Cloud Expo, Valentin (Val) Bercovici, CTO of Soli...
Dec. 4, 2016 04:45 PM EST Reads: 1,638
"We're a cybersecurity firm that specializes in engineering security solutions both at the software and hardware level. Security cannot be an after-the-fact afterthought, which is what it's become," stated Richard Blech, Chief Executive Officer at Secure Channels, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 4, 2016 04:15 PM EST Reads: 603
"IoT is going to be a huge industry with a lot of value for end users, for industries, for consumers, for manufacturers. How can we use cloud to effectively manage IoT applications," stated Ian Khan, Innovation & Marketing Manager at Solgeniakhela, in this SYS-CON.tv interview at @ThingsExpo, held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 4, 2016 04:15 PM EST Reads: 4,157
Information technology is an industry that has always experienced change, and the dramatic change sweeping across the industry today could not be truthfully described as the first time we've seen such widespread change impacting customer investments. However, the rate of the change, and the potential outcomes from today's digital transformation has the distinct potential to separate the industry into two camps: Organizations that see the change coming, embrace it, and successful leverage it; and...
Dec. 4, 2016 03:00 PM EST Reads: 3,250
Join Impiger for their featured webinar: ‘Cloud Computing: A Roadmap to Modern Software Delivery’ on November 10, 2016, at 12:00 pm CST. Very few companies have not experienced some impact to their IT delivery due to the evolution of cloud computing. This webinar is not about deciding whether you should entertain moving some or all of your IT to the cloud, but rather, a detailed look under the hood to help IT professionals understand how cloud adoption has evolved and what trends will impact th...
Dec. 4, 2016 03:00 PM EST Reads: 2,523
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, discussed the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
Dec. 4, 2016 02:15 PM EST Reads: 2,000
We are always online. We access our data, our finances, work, and various services on the Internet. But we live in a congested world of information in which the roads were built two decades ago. The quest for better, faster Internet routing has been around for a decade, but nobody solved this problem. We’ve seen band-aid approaches like CDNs that attack a niche's slice of static content part of the Internet, but that’s it. It does not address the dynamic services-based Internet of today. It does...
Dec. 4, 2016 02:00 PM EST Reads: 933
Internet of @ThingsExpo, taking place June 6-8, 2017 at the Javits Center in New York City, New York, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. @ThingsExpo New York Call for Papers is now open.
Dec. 4, 2016 02:00 PM EST Reads: 1,903