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Common Stock. This is the initial public offering of shares of common stock of Warner Music Group Corp. Warner Music Group Corp. We intend to use all of the net proceeds from the sale of the shares being sold by us in this offering and an amount of cash resulting from a decrease in the cash dividend to be paid to our existing stockholders in connection with this offering and a reduction in the purchase price of the Three-Year Warrants to redeem certain indebtedness of our subsidiaries and to pay the related premiums and interest obligations thereon.
See "Use of Proceeds. Prior to this offering, there has been no public market for the common stock. See "Risk Factors" on page 13 to read about factors you should consider before buying shares of the common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus.
You must not rely on unauthorized information or representations. This prospectus does not offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who can not legally be offered the securities.
The information in this prospectus is current only as of the date on its cover, and may change after that date. This prospectus includes industry data and forecasts that we have prepared based, in part, upon industry data and forecasts obtained from industry publications and surveys and internal company surveys.
Department of Commerce, U. Census Bureau, Bureau of Labor Statistics were the primary sources for third-party industry data and forecasts. These third-party industry publications and surveys and forecasts generally state that they believe the information contained therein was obtained from sources they believe to be reliable, but that they can give no assurance as to the accuracy or completeness of included information.
We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein.
Similarly, while we believe the industry forecasts and market research are reliable, we have not independently verified such forecasts and research. This summary highlights information contained elsewhere in this prospectus. This summary is not complete and may not contain all of the information that is important to you. We urge you to read this entire prospectus, including the "Risk Factors" section and the combined financial statements and related notes, before investing in our common stock.
In this prospectus, the terms "we," "our," "ours," "us," "Company" and "WMG" refer collectively to Warner Music Group and its consolidated or combined subsidiaries, except where otherwise indicated.
Warner Music Group is a holding company. The use of these terms is not intended to imply that Warner Music Group and its subsidiaries are not separate and distinct legal entities. Calculations of market share are based on revenues, except as otherwise noted. We are one of the world's major music companies. Our company is composed of two businesses: Recorded Music and Music Publishing.
We are a global company, generating over half of our revenues in more than 50 countries outside of the U. Acquisition Corp. See "The Transactions. Our Recorded Music business produces revenue through the marketing, sale and licensing of recorded music in physical and digital formats.
We believe we have one of the world's largest and most varied recorded music catalogs, including 27 of the top U. Our Music Publishing business owns and acquires rights to musical compositions, exploits and markets these compositions and receives royalties or fees for their use. We hold rights in over one million copyrights across a broad range of musical styles from over 65, songwriters and composers. Recorded music and music publishing focus on different products and benefit from different sources of revenues.
The following table summarizes the product, the "artist" that is responsible for creating the product and the means by which the product generates revenue:. The recorded music business is the business of discovering and developing recording artists and promoting, selling and licensing their works. The industry experienced robust growth in the s but in recent years has seen a decline due primarily to the increase in digital piracy.
In an effort to curb this decline, the industry launched an intensive campaign in to limit digital piracy. While we have recorded net losses on a historical and pro forma basis, primarily due to the decline since of recorded music sales, increased operating costs, increased competition, and such items as currency fluctuations and impairment charges, we believe we benefit from the following competitive strengths:.
Industry Leading Recording Artists and Songwriters. We have been able to consistently attract, develop and retain successful recording artists and songwriters. This has enabled us to accumulate over decades a large and varied portfolio of recorded music and music publishing assets that generate stable and recurring cash flows.
Stable, Highly Diversified Revenue Base. Our revenue base is derived primarily from relatively stable and recurring sources such as our music publishing library, our catalog of recorded music and new releases from our existing base of established artists.
We have built a large and diverse catalog of recordings and compositions that covers a wide breadth of musical styles and are a significant player in each of our major geographic regions. High Cash Flow Business Model. We generate relatively high levels of cash flow from operations as a result of our highly variable cost structure, our minimal capital requirements and our ability to adjust the timing and amount of much of our spending.
Through our recent restructuring effort, we have substantially streamlined our cost structure. In addition, we are highly focused on several new media initiatives: supporting existing and new online services in the U. Proven and Committed Management Team. We are led by an experienced senior management team with an average of approximately 20 years of entertainment industry expertise. Edgar Bronfman, Jr. Strong Equity Sponsorship. Thomas H. Lee Partners, L. Through Music Capital, Mr.
Bronfman may participate in this offering as a selling stockholder, along with THL, Bain Capital and Providence Equity to the extent that the underwriters exercise their option to purchase additional shares. We intend to increase revenues, operating income and cash flow through the following business strategies:. A critical element of our strategy is to continue to find, develop and retain recording artists and songwriters who achieve long-term profitable success.
We believe our relative size, the strength of our management team, our ability to respond to industry and consumer trends and challenges, our diverse array of genres, our large catalog of hit releases and our valuable music publishing library will help us continue to successfully build our roster of artists and songwriters.
Maximize the Value of Our Music Assets. Our Recorded Music business focuses on marketing our artists and catalog in new ways to retain existing fans of established artists and to generate new demand for our proven hits.
Our Music Publishing business seeks to capitalize on the growing demand for the use of musical compositions in media products such as videogames, commercials, other musical works. Immediately following the acquisition by Acquisition Corp. We intend to continue to maintain a disciplined approach to cost management in our business, and to pursue additional cost savings. We expect to pay a majority of the remaining costs in and There are still significant risks associated with the Restructuring Plan.
See "Risk Factors" and "Business. Our new management has undertaken a rigorous company-wide initiative in conjunction with outside consultants in order to enhance our financial performance through developing a more targeted approach to investments. Implementing the results of this study, we will primarily seek to invest in lines of business, geographic locations and individual projects where we believe we can optimize our return on capital.
We will continue to develop innovative programs with our physical distribution channel partners in order to implement forward-looking strategies for our mutual benefit. We will invest to meet the needs of our partners to create more efficient collaboration, such as direct-to-retail distribution strategies and vendor managed inventory. Capitalize on Digital Distribution and Emerging Technologies.
We believe new technology formats should represent a fast-growing and high-margin channel for the distribution and exploitation of our music.
In particular, new and emerging third-party digital distribution outlets are not only reasonably priced, but also offer a superior customer experience to illegal alternatives, as they are easy to use, offer uncorrupted song files and integrate seamlessly with increasingly popular portable music players such as the Apple iPod, the Dell Digital Jukebox and the iRiver iHP. In addition, as networks and phone handsets become more sophisticated, our music is increasingly becoming available through mobile and other wireless service providers as ring tones, ringback tones and audio and music video downloads.
Contain Digital Piracy. We, along with the rest of the music industry, are actively combating piracy through technological innovation, litigation, education and the promotion of legislation both in the U.
Return of Capital and Dividend on Preferred. The Return of Capital and Dividend on Preferred were funded out of our cash balance and not from the incurrence of additional debt. We obtained an amendment to Acquisition Corp. Debt Incurrence and Payment to Investors. We previously obtained an amendment to Acquisition Corp. The Concurrent Transactions. Prior to this offering, Warner Music Group Corp.
In addition, prior to this offering, Warner Music Group Corp. Bronfman through Music Capital and certain members of management. Bronfman and Cohen and one other officer on account of their vested restricted shares. Albertini and Johnson, on account of their unvested restricted shares. Their ratable portion of such withheld funds will be paid when and if such restricted shares vest.
Though this dividend will be paid following consummation of this offering, stockholders who buy common stock in this offering will not participate in this dividend. In addition, we have obtained an amendment to Acquisition Corp. We refer to the above transactions as the "Concurrent Transactions.
New Chief Financial Officer. We recently announced that Michael D. Fleisher has been named as our permanent Chief Financial Officer. He replaced Michael Ward who was our acting Chief Financial Officer while we conducted a search to fill the position on a permanent basis.
Cinram International, Inc.
Providers of pre-recorded multimedia products and related distribution and logistics services. The company manufactures and distributes pre-recorded DVDs, Blu-ray discs, audio CDs, and CD-ROMs for motion picture studios, music labels, publishers, and computer software companies across Europe, along with offering logistics services to the telecommunications sector. What you see here scratches the surface. This information is available in the PitchBook Platform. All rights reserved. PitchBook is a financial technology company that provides data on the capital markets. Log in Request a free trial.
Cinram opened its first CD plant in , when records and cassettes were still dominant. In the s, the company started investing in manufacturing operations in Europe, and in , when video-store racks were still filled with VHS tapes, Cinram began producing DVDs for movie studios and software CDs. The company's fortunes began to decline with the rise of online streaming services. From Wikipedia, the free encyclopedia. Toronto , Ontario. The Toronto Star. Retrieved
Public Company Incorporated: as Cinram Ltd. Cinram International, Inc. Cinram also distributes videos and has stakes in several companies that offer media content online. Based in Toronto, Canada, the publicly held Cinram operates through a number of subsidiaries in North America and Europe. Cinram was founded in by Isidore Philosophe, a Lebanese immigrant, and Samuel Sokoloff in Montreal to manufacture prerecorded 8-track tape cartridges and audiocassettes.