Item 5. Other Information
ITEM 5. OTHER INFORMATION
Not applicable.
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ITEM 6. EXHIBITS
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
Exhibit
Number Exhibit Description
3.1* Fourth Amended and Restated Certificate of Incorporation of Warner Music Group Corp.
3.2* Fourth Amended and Restated By-Laws of Warner Music Group Corp.
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4. 1 to Warner Music Group Corp.’s Registration Statement on Form S-1 (File No. 333-236298) ) .
4.2 Indenture, dated as of June 29, 2020, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto, Credit Suisse AG, as Notes Authorized Representative and as Collateral Agent, and Wells Fargo Bank, National Association, as Trustee, providing for the issuance of secured notes in series (incorporated by reference to Exhibit 4.1 to Warner Music Group Corp.’s Current Report on Form 8-K filed June 30, 2020).
4.3 First Supplemental Indenture, dated as of June 29, 2020, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 3.875% Senior Secured Notes due 2030 (incorporated by reference to Exhibit 4. 2 to Warner Music Group Corp.’s Current Report on Form 8-K filed June 30, 2020).
4.4 Second Supplemental Indenture, dated as of June 29, 2020, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 2.750% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.3 to Warner Music Group Corp.’s Current Report on Form 8-K filed June 30, 2020).
4.5 Form of 3.875% Senior Secured Note due 2030 (included in Exhibit 4.2 hereto).
4.6 Form of 2.750% Senior Secured Note due 2028 (included in Exhibit 4.2 hereto).
4.7 Tenth Supplemental Indenture, dated as of June 26, 2020, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 5.000% Senior Secured Notes due 2023 (incorporated by reference to Exhibit 4. 6 to Warner Music Group Corp.’s Current Report on Form 8-K filed June 30, 2020).
10.1* Stockholder Agreement between Access Industries, LLC and Warner Music Group Corp.
10.2* Registration Rights Agreement between Access Industries, LLC and Warner Music Group Corp.
10.3†* Warner Music Group Corp. 2020 Omnibus Incentive Plan.
10.4† Amendment to Warner Music Group Corp. Senior Management Free Cash Flow Plan (incorporated by reference to Exhibit 10.39 to Warner Music Group Corp.’s Registration Statement on Form S-1 (File No. 333-236298)).
10.5†* Indemnification Agreement between Warner Music Group Corp. and Stephen Cooper (and Schedule to Exhibit 10.5).
10.6 Second Amendment to Credit Agreement, dated as of April 3, 2020, among WMG Acquisition Corp., the several banks and other financial institutions party thereto and Credit Suisse AG, as administrative agent, relating to the revolving credit facility (incorporated by reference to Exhibit 10.41 to Warner Music Group Corp.’s Registration Statement on Form S-1 (File No. 333-236298) ) .
31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
32.1** Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2** Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.1* Financial statements from the Quarterly Report on Form 10-Q of Warner Music Group Corp. for the quarter ended June 30, 2020, filed on August 4, 2020, formatted in Inline iXBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Deficit and (vi) Notes to Consolidated Interim Financial Statements
104* Cover Page to this Quarterly Report on Form 10-Q, formatted in Inline iXBRL.
______________________________________
* Filed herewith.
** Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise
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subject to the liability of Section 18 of the Securities Exchange Act, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates it by reference.
† Identifies each management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate.
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SIGNATURES
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, thereunto duly authorized.
August 4, 2020
WARNER MUSIC GROUP CORP.
By: /s/ S TEPHEN C OOPER
Name:
Title:
Stephen Cooper
Chief Executive Officer
(Principal Executive Officer)
By: /s/ E RIC L EVIN
Name:
Title:
Eric Levin
Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
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