Warner Music Group‘s subsidiary, WMG Acquisition Corp., has refinanced its existing credit facilities through a new $1.645 billion credit agreement with JPMorgan Chase, according to an SEC filing published today (March 11).
The deal replaces and consolidates WMG’s previous credit arrangements — which date back to 2012 and have been amended multiple times over the years — into a single, freshly restated package.
The new credit agreement comprises a $1.295 billion term loan, the proceeds of which will be used to pay off WMG’s existing term loan debt and related fees, and a $350 million revolving credit facility available for general corporate purposes. Both mature on March 11, 2031.
JPMorgan Chase serves as the administrative agent on the deal, heading a broad syndicate of banks that includes BofA Securities, Citibank, Goldman Sachs, Morgan Stanley, Deutsche Bank, Barclays, Fifth Third Bank, RBC Capital Markets, and Sumitomo Mitsui Banking Corporation as syndication agents.
Those same banks, along with JPMorgan and Citigroup Global Markets, also serve as the deal’s joint lead arrangers and joint bookrunners.
The credit agreement amends and restates in its entirety a credit agreement dating back to November 1, 2012, and incorporates the revolving credit facility from a separate agreement originally established on January 31, 2018.
That 2012 agreement — originally administered by Credit Suisse, before JPMorgan took over — has been amended numerous times over the years as WMG introduced new term loan tranches, most recently adding “tranche J” term loans in September 2024.
Today’s filing effectively replaces that patchwork of amendments with a clean, consolidated credit agreement.
The interest rate WMG pays on the new facilities is tied to its credit ratings: the stronger the rating, the lower the margin.
The credit agreement sets out a four-tier pricing grid. For the term loan, the SOFR margin ranges from 1.250% for companies rated BBB/Baa2/BBB or above, up to 1.625% for those rated BB/Ba2/BB or below. The revolving facility carries slightly wider ranges, from 1.125% to 1.750%.
According to the filing, WMG will initially pay margins of 1.375% on the term loan and 1.250% on the revolver — placing the company in the second tier of the grid, corresponding to a rating of BBB-/Baa3/BBB-.
That’s consistent with WMG’s current credit profile. In September 2024, Fitch Ratings assigned WMG a first-time Long-Term Issuer Default Rating of BBB-, which it affirmed a year later with a stable outlook. WMG’s S&P corporate credit rating stood at BB+ as of its most recent public update.
As of December 31, 2025 — the most recent quarter for which financial results have been reported — WMG had $751 million in cash, total debt of $4.371 billion, and net debt of $3.620 billion.
According to WMG’s fiscal Q1 2026 earnings release, that total debt figure includes approximately $303 million in non-recourse subsidiary debt from WMG’s acquisition of Tempo Music Holdings, as well as $4 million in loans from the Bain Capital catalog joint venture.
The credit agreement includes a financial maintenance covenant requiring WMG to keep its Senior Secured Indebtedness to EBITDA ratio at or below 5.00 to 1.00.
However, there’s a notable carve-out: if WMG achieves investment-grade ratings from at least two of the three major rating agencies — Moody’s, S&P, and Fitch — and its senior secured indebtedness falls below $500 million, the company can trigger a “collateral suspension,” releasing the security pledged against the facilities. Under those conditions, WMG would instead be held to a Total Indebtedness to EBITDA ratio of no greater than 4.00 to 1.00.
Elsewhere, the credit agreement provides WMG with significant additional borrowing headroom.
The incremental facility provisions allow WMG to take on additional term loans or revolving commitments of up to the greater of $1.8 billion or 100% of EBITDA, plus an additional ratio-based basket.
In its most recent quarter (the three months ended December 31, 2025), WMG generated $1.84 billion in revenue, up 7.1% YoY at constant currency.Music Business Worldwide