Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 10, 2018, Warner Music Group Germany Holding GmbH (“WMG Germany”), a limited liability company under the laws of Germany and an indirect subsidiary of Warner Music Group Corp. (the “Registrant”), closed its previously announced acquisition (the “Acquisition”) of certain shares of E.M.P. Merchandising Handelsgesellschaft mbH, a limited liability company under the laws of Germany (“EMP”), all of the share capital of MIG Merchandising Investment GmbH, a limited liability company under the laws of Germany (“MIG”), certain shares of Large Popmarchandising BVBA, a limited liability company under the laws of Belgium (“Large”), and each of EMP and MIG’s direct and indirect subsidiaries (the “Subsidiaries” and, together with EMP, MIG and Large, the “Acquired Companies”) from funds associated with Sycamore Partners, pursuant to the Sale and Purchase Agreement, dated as of September 11, 2018, by and between SP Merchandising Holding GmbH & Co. KG, a limited partnership under the laws of Germany, and WMG Germany. The cash consideration paid at closing of the Acquisition was approximately €165.6 million, which reflects an agreed enterprise value of the Acquired Companies of approximately €155.0 million (equivalent to approximately $180 million), as adjusted for, among other items, net debt and working capital of the Acquired Companies.
In accordance with relevant guidance from the U.S. Securities and Exchange Commission, the Registrant does not intend to file or furnish, under cover of Form8-K or otherwise, audited financial statements of the Acquired Companies under Rule3-05 of RegulationS-X or pro forma financial information under Article 11 of RegulationS-X following consummation of the Acquisition.
2
