SEC Comment Letter for Warner Music Group Corp. (WMG) (CIK 0001319161) (WMG) — Jun 9, 2005
Warner Music Group Corp. (WMG) (CIK 0001319161)
Date: June 9, 2005 · CIK: 0001319161 · Accession: 0000000000-05-028898
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-123249
Letter
Mail Stop 3-5 April 28, 2005 Via U.S. Mail David H. Johnson Executive Vice President and General Counsel Warner Music Group 75 Rockefeller Plaza New York, New York 10019
Re: Warner Music Group Corp. Form S-1; Amendment No. 3 Filed April 22, 2005 File No. 333-123249
Dear Mr. Johnson:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects and welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
We note your disclosure relating to any decrease in the amount of proceeds below $574 million. If the offering is a firm commitment offering, supplementally explain how this disclosure is consistent with a firm commitment. Furthermore, revise your current disclosure to prioritize the purposes for which the net proceeds will be used clearly indicating what will be decreased first.
********************
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Direct any questions on the financial statements and related disclosure Theresa Messinese at (202) 942-1785, or Michael Fay at (202) 942-1907. Direct any other questions to Hanna Teshome at (202) 942-2975, or in her absence to me at (202) 942-1850.
Sincerely,
Max A. Webb
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3-5
April 28, 2005
Via U.S. Mail
David H. Johnson
Executive Vice President and
General Counsel
Warner Music Group
75 Rockefeller Plaza
New York, New York 10019
Re: Warner Music Group Corp.
Form S-1; Amendment No. 3
Filed April 22, 2005
File No. 333-123249
Dear Mr. Johnson:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
We note your disclosure relating to any decrease in the amount of
proceeds below $574 million. If the offering is a firm
commitment
offering, supplementally explain how this disclosure is consistent
with a firm commitment. Furthermore, revise your current
disclosure
to prioritize the purposes for which the net proceeds will be used
clearly indicating what will be decreased first.
********************
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Direct any questions on the financial statements and related
disclosure Theresa Messinese at (202) 942-1785, or Michael Fay at
(202) 942-1907. Direct any other questions to Hanna Teshome at
(202)
942-2975, or in her absence to me at (202) 942-1850.
Sincerely,
Max A. Webb
Assistant Director
cc: via facsimile (212) 455-2502
Edward P. Tolley, III Esq.
Simpson Thacher & Bartlett LLP
??
??
??
??
Warner Music Group
March 28, 2005
Page 1
</TEXT>
</DOCUMENT>