SEC Company Response from Warner Music Group (WMG) — May 29, 2020
Warner Music Group Corp.
Date: May 29, 2020 · CIK: 0001319161 · Accession: 0001193125-20-155162
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File numbers found in text: 333-236298
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CORRESP
1
filename1.htm
CORRESP
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
May 29, 2020
VIA EDGAR
Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C.
20549
Attention: Katherine Bagley
Re:
Warner Music Group Corp.
Registration Statement on Form S-1
Registration File No. 333-236298
Acceleration
Request
Requested
Date: June 1, 2020
Requested Time: 3:00 P.M. Eastern
Time
Dear Ms. Bagley:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several
underwriters, hereby join in the request of Warner Music Group Corp. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 3:00 PM, Eastern Time, on
June 1, 2020, or at such later time as the Company or its outside counsel, Debevoise & Plimpton LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following
distribution of the Company’s preliminary prospectus dated May 26, 2020:
(i)
Dates of distribution: May 26, 2020 through the date hereof
(ii)
Number of prospective underwriters to which the preliminary prospectus was furnished: 28
(iii)
Number of prospectuses furnished to prospective investors: approximately 700
(iv)
Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent
accountants, and underwriters’ counsel: approximately 50
The undersigned, as representatives of the several
underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.
[Signature page follows]
Very truly yours,
MORGAN STANLEY & CO. LLC
CREDIT SUISSE SECURITIES (USA)
LLC
GOLDMAN SACHS & CO. LLC
Acting severally on behalf of themselves
and the several Underwriters
By:
Morgan Stanley & Co. LLC
/s/ Ashley MacNeill
Name: Ashley MacNeill
Title: Managing Director
By:
Credit Suisse Securities (USA) LLC
/s/ John Kolz
Name: John Kolz
Title: Managing Director
By:
Goldman Sachs & Co. LLC
/s/ Rebecca Steinthal
Name: Rebecca Steinthal
Title: Managing Director
[Signature Page to Acceleration Request]