Deal sheet
- Status
- Unsettled
- Type
- Investment
- Parties
- Chocolate City Group, Warner Music Group
- Amount
- USD 1,832,500
- Rights covered
- convertible into 60% of equity; exercise unconfirmed
- Territory
- Nigeria
- Announced
- 2019-03-27
- Primary document
- Regulatory filing
- Sources
- Warner FY2021 10-K · Warner FY2025 10-K · Premium Times · TheNigeriaLawyer, 2023 ruling · Music Ally, 2019
Read this before citing: Absence of Chocolate City from Warner filings after 2021 is NOT evidence of non-exercise. The FY2025 10-K also omits Africori, which Warner definitively acquired. A position this size is immaterial to Warner and is not disclosed either way.
Status: unsettled. Whether Warner Music Group’s subsidiary WEA International converted its loan into a controlling stake in Chocolate City is not established by any public source. The conversion right is documented and a court has confirmed it. The exercise is not.
What is documented
On 27 March 2019, WEA International, a Warner Music Group subsidiary, extended a convertible term loan facility of $1,832,500 to Chocolate City, the Nigerian label founded in 2005 by Audu Maikori, Paul Okeugo and Yahaya Maikori. The facility ran five years, maturing in 2024, and was repayable in full or convertible, at the lender’s election, into 60% of the equity of the borrower.
Warner described the arrangement in its own annual report as an investment rather than an acquisition. Its FY2021 Form 10-K states that the company “recently invested in one of Nigeria’s leading music entertainment companies, Chocolate City”, with the label’s repertoire joining Warner’s and receiving distribution and artist services support.
In November 2023 the Commercial Division of the High Court in London ruled on a dispute between the parties. Chocolate City had sought to prepay the facility in 2022, which would have extinguished the conversion right before maturity. The court held that prepayment was not contemplated by the agreement the parties signed, barring the early repayment and affirming that WEA could take either repayment with interest at maturity or the 60% equity stake.
What is not documented
The facility matured in 2024. No public source establishes whether WEA exercised the conversion, accepted repayment, or agreed some other outcome. Reporting published since the ruling restates the 2023 judgment rather than reporting an exercise.
Why Warner’s filings settle nothing
Chocolate City appears in Warner Music Group’s filings dated 2019, 2020 and 2021, and not afterwards. That absence is easy to misread as evidence that no conversion took place, and it is not evidence of anything.
Warner’s Form 10-K for the year ended 30 September 2025, filed after the facility matured, contains no mention of Chocolate City, of WEA International, or of Nigeria. It also contains no mention of Africori, the South African distributor Warner acquired outright. A transaction of this size is immaterial to a company of Warner’s scale, so it is not disclosed whether or not it happened. Silence in the filings is not a finding.
Why this matters
Chocolate City is one of the most significant independent labels in Nigerian music. Whether 60% of it is now held by a major is a question about who owns Nigerian recorded music, and the honest answer today is that the public record does not say. Afrobeats Wire will update this record if the position is established, and will say so plainly rather than inferring it.
