SEC Company Response from Warner Music Group Corp. (WMG) (CIK 0001319161) (WMG) — Mar 6, 2012
Warner Music Group Corp. (WMG) (CIK 0001319161)
Date: March 6, 2012 · CIK: 0001319161 · Accession: 0001193125-12-099256
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-179162
Letter
Division of Corporation Finance Re: Warner Music Group Corp. Registration Statement on Form S-4 Filed January 25, 2012 File No. 333-179162
Dear Mr. Dobbie:
This letter sets forth the responses of Warner Music Group Corp. (the “Registrant”) to the comments contained in your letter, dated February 15, 2012, relating to the Registration Statement on Form S-4 File No. 333-179162, filed on January 25, 2012 (the “Registration Statement”). The comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Registrant are set forth in plain text immediately following each comment.
The Registrant is submitting, via EDGAR, Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which contains changes from the Registration Statement to reflect responses to the Staff’s comments on the Registration Statement. Enclosed with the paper copy of this letter are two copies of a clean version of Amendment No. 1, as well as two copies of a blacklined version of Amendment No. 1, marked to show changes from the Registration Statement filed on January 25, 2012. Page references in the responses below are to Amendment No. 1.
General
1. We note that you are registering the exchange offer in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.
New York Ÿ Washington, D.C. Ÿ London Ÿ Paris Ÿ Frankfurt Ÿ Moscow Ÿ Hong Kong Ÿ Shanghai
Mr. Justin Dobbie
U.S. Securities and Exchange Commission
March 6, 2012
In response to the Staff’s comment, the Registrant has provided the supplemental letter with Amendment No. 1.
Summary, page 1
Our Company, page 1
2. Please revise the first paragraph of this section and specifically the last sentence to add balancing language regarding your net loss for the twelve months ended September 30, 2011.
In response to the Staff’s comment, the Registrant has revised its disclosure on page 1.
* * * * *
If you have any questions regarding this letter, please do not hesitate to call me at (212) 909-7334 or Morgan Hayes at (212) 909-6983.
Regards,
/s/ Matthew E. Kaplan
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CORRESP 1 filename1.htm SEC Response Letter 919 Third Avenue New York, NY 10022 Tel 212 909 6000 Fax 212 909 6836 WWW.debevoise.com March 6, 2012 Justin Dobbie Legal Branch Chief U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Warner Music Group Corp. Registration Statement on Form S-4 Filed January 25, 2012 File No. 333-179162 Dear Mr. Dobbie: This letter sets forth the responses of Warner Music Group Corp. (the “Registrant”) to the comments contained in your letter, dated February 15, 2012, relating to the Registration Statement on Form S-4 File No. 333-179162, filed on January 25, 2012 (the “Registration Statement”). The comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Registrant are set forth in plain text immediately following each comment. The Registrant is submitting, via EDGAR, Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which contains changes from the Registration Statement to reflect responses to the Staff’s comments on the Registration Statement. Enclosed with the paper copy of this letter are two copies of a clean version of Amendment No. 1, as well as two copies of a blacklined version of Amendment No. 1, marked to show changes from the Registration Statement filed on January 25, 2012. Page references in the responses below are to Amendment No. 1. General 1. We note that you are registering the exchange offer in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters. New York Ÿ Washington, D.C. Ÿ London Ÿ Paris Ÿ Frankfurt Ÿ Moscow Ÿ Hong Kong Ÿ Shanghai Mr. Justin Dobbie U.S. Securities and Exchange Commission March 6, 2012 In response to the Staff’s comment, the Registrant has provided the supplemental letter with Amendment No. 1. Summary, page 1 Our Company, page 1 2. Please revise the first paragraph of this section and specifically the last sentence to add balancing language regarding your net loss for the twelve months ended September 30, 2011. In response to the Staff’s comment, the Registrant has revised its disclosure on page 1. * * * * * If you have any questions regarding this letter, please do not hesitate to call me at (212) 909-7334 or Morgan Hayes at (212) 909-6983. Regards, /s/ Matthew E. Kaplan Matthew E. Kaplan cc: Donald E. Field Securities and Exchange Commission Stephen Cooper Trent Tappe Warner Music Group Corp. Enclosures - 2 -