SEC Company Response from Warner Music Group (WMG) — Feb 25, 2020
Warner Music Group Corp.
Date: Feb. 25, 2020 · CIK: 0001319161 · Accession: 0001193125-20-047719
AI Filing Summary & Sentiment
File numbers found in text: 333-236298
Letter
VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549-7010 Re: Warner Music Group Corp. Registration Statement on Form S-1 File No. 333-236298
Dear Ms. Kaufman:
On behalf of Warner Music Group Corp. (the “Company”), we supplementally submit this letter related to the Staff’s review of the above-referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”).
The purpose of this letter is to notify the Staff of the proposed price range expected to be included in the Company’s preliminary prospectus (the “Preliminary Prospectus”) forming part of the Registration Statement. Based on currently available information and market conditions, the initial offering price to the public of the Company’s Class A common stock (the “Shares” and, together with the Company’s Class B common stock, the “Common Stock”) is expected to be between $[***] and $[***] per Share, after giving effect to a [***] for [***] stock split of our Common Stock (which will occur prior to the offering). We have attached herewith as Annex A for the Staff’s review certain sections of the Registration Statement revised to reflect the inclusion of the price range and related information, and assuming an offering price of $[***] per share, the midpoint of the price range set forth above.
Jacqueline Kaufman
February 25, 2020
The Company expects to file Amendment No. 1 to its Registration Statement on or about, February 26, 2020, to file certain exhibits to the Registration Statement and to reflect the estimated price range and share amounts before printing preliminary prospectuses and beginning the road show. The Company and the underwriters are currently preparing to begin the road show for the offering on or about February 26, 2020. To the extent feasible, we appreciate the Staff’s efforts to provide any further comments as soon as possible.
Because of the financially sensitive nature of the estimated price range, the Company requests confidential treatment under 17 C.F.R. § 200.83 of the contents of this letter and has submitted a separate request for confidential treatment in accordance therewith to the Commission’s Office of Freedom and Information Privacy Act Operations. The Company has revised this submission to eliminate and withdraw any requests relating to or pursuant to Rule 418 of the Securities Act of 1933, as amended.
Please promptly inform the Company of any request for the confidential material submitted herewith made pursuant to the Freedom of Information Act or otherwise so that the Company may substantiate the foregoing request for confidential treatment in accordance with Rule 83. Any such notice may be directed to Paul Robinson at Warner Music Group Corp., 1633 Broadway, New York, New York 10019, or by telephone at (212) 275-2143, with a copy to Matthew E. Kaplan at Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York, 10022.
Pursuant to Rule 83, a copy of this request (but not the confidential information) is also being delivered to the Freedom of Information Act Officer of the Commission.
* * * * *
Jacqueline Kaufman
February 25, 2020
If you have any questions regarding the foregoing, please contact the undersigned at (212) 909-7334 or Eric T. Juergens at (212) 909-6301.
Regards,
/s/ Matthew E. Kaplan
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CORRESP
1
filename1.htm
CORRESP
Confidential Treatment Requested by Warner Music Group Corp.
Under 17 C.F.R. §§ 200.83
CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED
PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING
PLACEHOLDER “[***]”
February 25, 2020
VIA EDGAR AND OVERNIGHT DELIVERY
Jacqueline Kaufman
Staff Attorney
U.S. Securities and Exchange Commission
Division of Corporation
Finance
Office of Trade & Services
100 F Street,
N.E.
Washington, D.C. 20549-7010
Re:
Warner Music Group Corp.
Registration Statement on Form S-1
File No. 333-236298
Dear Ms. Kaufman:
On behalf of Warner
Music Group Corp. (the “Company”), we supplementally submit this letter related to the Staff’s review of the above-referenced Registration Statement on Form S-1 (as amended, the
“Registration Statement”).
The purpose of this letter is to notify the Staff of the proposed price range expected to be
included in the Company’s preliminary prospectus (the “Preliminary Prospectus”) forming part of the Registration Statement. Based on currently available information and market conditions, the initial offering price to the
public of the Company’s Class A common stock (the “Shares” and, together with the Company’s Class B common stock, the “Common Stock”) is expected to be between $[***] and $[***] per Share, after
giving effect to a [***] for [***] stock split of our Common Stock (which will occur prior to the offering). We have attached herewith as Annex A for the Staff’s review certain sections of the Registration Statement revised to reflect the
inclusion of the price range and related information, and assuming an offering price of $[***] per share, the midpoint of the price range set forth above.
Jacqueline Kaufman
2
February 25, 2020
The Company expects to file Amendment No. 1 to its Registration Statement on or about,
February 26, 2020, to file certain exhibits to the Registration Statement and to reflect the estimated price range and share amounts before printing preliminary prospectuses and beginning the road show. The Company and the underwriters are
currently preparing to begin the road show for the offering on or about February 26, 2020. To the extent feasible, we appreciate the Staff’s efforts to provide any further comments as soon as possible.
Because of the financially sensitive nature of the estimated price range, the Company requests confidential treatment under 17 C.F.R. §
200.83 of the contents of this letter and has submitted a separate request for confidential treatment in accordance therewith to the Commission’s Office of Freedom and Information Privacy Act Operations. The Company has revised this submission
to eliminate and withdraw any requests relating to or pursuant to Rule 418 of the Securities Act of 1933, as amended.
Please promptly
inform the Company of any request for the confidential material submitted herewith made pursuant to the Freedom of Information Act or otherwise so that the Company may substantiate the foregoing request for confidential treatment in accordance with
Rule 83. Any such notice may be directed to Paul Robinson at Warner Music Group Corp., 1633 Broadway, New York, New York 10019, or by telephone at (212) 275-2143, with a copy to Matthew E. Kaplan at
Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York, 10022.
Pursuant to Rule 83, a copy of this request (but not the
confidential information) is also being delivered to the Freedom of Information Act Officer of the Commission.
* * * * *
Jacqueline Kaufman
3
February 25, 2020
If you have any questions regarding the foregoing, please contact the undersigned at (212) 909-7334 or Eric T. Juergens at (212) 909-6301.
Regards,
/s/ Matthew E. Kaplan
Matthew E. Kaplan
cc:
Jacqueline Kaufman
Mara Ransom
Suying Li
Rufus Decker
U.S. Securities and
Exchange Commission
Paul Robinson
Trent Tappe
Warner Music Group
Corp.
Confidential Treatment Requested by Warner Music Group Corp.
Under 17 C.F.R. §§ 200.83
Jacqueline Kaufman
4
February 25, 2020
Annex A
[***]
Confidential Treatment Requested by Warner Music Group Corp.
Under 17 C.F.R. §§ 200.83