Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (date of earliest event reported): October 1, 2018 (October 1, 2018)



Warner Music Group Corp.

(Exact name of Registrant as Specified in its Charter)




Delaware   001-32502   13-4271875

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

1633 Broadway

New York, NY

(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone number, including area code: (212) 275-2000



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐




Item 7.01

Regulation FD Disclosure.

On October 1, 2018, Warner Music Group Corp. (“Warner Music Group”) announced that, through its wholly owned subsidiary WMG Acquisition Corp. (the “Company”), it has commenced a private offering of €200,000,000 in aggregate principal amount of senior secured notes.

On October 1, 2018, the Company issued a press release, attached as Exhibit 99.1 and incorporated herein by reference.

In connection with the private offering, Warner Music Group is making the following information available.

Warner Music Group is currently evaluating instituting a regular quarterly dividend beginning with the first quarter of fiscal 2019 whereby it would intend to pay modest regular quarterly dividends in each of its first three fiscal quarters and a variable dividend in the fourth fiscal quarter in an amount commensurate with cash generated from operations in such fiscal year, in each case, after taking into account other potential uses for cash, including investment in its business and repayment of indebtedness. Any establishment of a formal dividend policy or declaration of dividends will be at the discretion of the board of directors.

Item 9.01

Financial Statements and Exhibits.







Press Release dated October  1, 2018, issued by Warner Music Group Corp.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.




Date: October 1, 2018




/s/ Paul M. Robinson




Paul M. Robinson




Executive Vice President, General Counsel and Secretary