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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

AI Filing Summary & Sentiment

File numbers found in text: 333-236298

Date
May 29, 2020
Author
MORGAN STANLEY & CO. LLC
Form
CORRESP
Company
Warner Music Group Corp.

Letter

VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Katherine Bagley 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

Show Raw Text
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]