SEC Comment Letter for Warner Music Group Corp. (WMG) (CIK 0001319161) (WMG) — Nov 18, 2019
Warner Music Group Corp. (WMG) (CIK 0001319161)
Date: Nov. 18, 2019 · CIK: 0001319161 · Accession: 0000000000-19-015612
AI Filing Summary & Sentiment
Reasoning
Letter
November 18, 2019 Eric Levin Chief Financial Officer Warner Music Group Corp. 1633 Broadway New York, NY 10019 Re:Warner Music Group Corp. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted November 8, 2019 CIK No. 0001319161 Dear Mr. Levin: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form S-1 Dividend Policy, page 47 1.We note your response to comment 2, and that the Secured Notes Indenture, the Senior Notes Indenture, the Revolving Credit Agreement and the Senior Term Loan Credit Agreement each contain certain provisions that restrict the payment of dividends, subject to certain exceptions. Please revise to describe in further detail the most significant contractual provisions that restrict the payment of dividends.
FirstName LastNameEric Levin Comapany NameWarner Music Group Corp. November 18, 2019 Page 2 FirstName LastName Eric Levin Warner Music Group Corp. November 18, 2019 Page 2 You may contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 if you have questions regarding comments on the financial statements and related matters. Please contact Jacqueline Kaufman at 202-551-3797 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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November 18, 2019
Eric Levin
Chief Financial Officer
Warner Music Group Corp.
1633 Broadway
New York, NY 10019
Re:Warner Music Group Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted November 8, 2019
CIK No. 0001319161
Dear Mr. Levin:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Dividend Policy, page 47
1.We note your response to comment 2, and that the Secured Notes Indenture, the Senior
Notes Indenture, the Revolving Credit Agreement and the Senior Term Loan Credit
Agreement each contain certain provisions that restrict the payment of dividends, subject
to certain exceptions. Please revise to describe in further detail the most significant
contractual provisions that restrict the payment of dividends.
FirstName LastNameEric Levin
Comapany NameWarner Music Group Corp.
November 18, 2019 Page 2
FirstName LastName
Eric Levin
Warner Music Group Corp.
November 18, 2019
Page 2
You may contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jacqueline Kaufman at 202-551-3797 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services