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Investor Group Inc. Sony Corporation of America Completes Acquisition of EMI [Update] Pst #54

Re: Sony/ATV buying EMI publishing ?

One step closer to a monopoly. Good for Sony but bad for artists and music fans.
 
qbee said:
Sony Corp. and the Michael Jackson estate = Sony ATV they are one, they have 38 % of the EMI publishing the other 62 % belongs to the other investor - These percentages are not taking about over all ownership of Sony ATV just the EMI Publising which I assume will be added to the ATV Catalog. Not sure how that part worksor if it will be kept seperate
Click to expand...
yeah agree. the arab firm are not getting a % of sonyatv. they are getting a % of the emi cat profits as they are putting money into the deal
 
qbee said:
Sony Corp. and the Michael Jackson estate = Sony ATV they are one, they have 38 % of the EMI publishing the other 62 % belongs to the other investor - These percentages are not taking about over all ownership of Sony ATV just the EMI Publising which I assume will be added to the ATV Catalog. Not sure how that part worksor if it will be kept seperate
Click to expand...
You may be right. I interpreted the word "consortium" as the combined publishing company (Sony/ATV and EMI). That's why I thought 38% means overall ownership. I guess we better wait for more details to figure out the nee ownership structure. My guess is that Sony/ATV and EMI will be combined, just like how Sony and ATV were merged before. We'll see.
 
Re: Sony/ATV buying EMI publishing ?

This is amazing. I was telling a fan that I met one of the people from the group on the 31st who told me his company was being bought by Sony/ATV, and now this is posted here. He was in New York on business and at time did not know the outcome of the deal.
 
PR release :


INVESTOR GROUP INCLUDING SONY CORPORATION OF AMERICA ENTERS INTO
DEFINITIVE AGREEMENT TO ACQUIRE EMI MUSIC PUBLISHING FROM CITI

New York, London and Abu Dhabi -- An investor group comprised of Sony Corporation of America
(“SCA”), in conjunction with the Estate of Michael Jackson; Mubadala Development Company
PJSC; Jynwel Capital Limited; the Blackstone Group’s GSO Capital Partners LP; and David Geffen
(the “Group”) announced today the execution of a definitive agreement, whereby the Group will
acquire EMI Music Publishing from a wholly-owned subsidiary of Citigroup, Inc. (“Citi”) for total
consideration of $2.2 billion.

The transaction is subject to certain closing conditions, including regulatory approvals. Following
the acquisition, Sony/ATV Music Publishing and its strong and experienced management team will
help oversee EMI Music Publishing on behalf of the Group. Sony/ATV Music Publishing is coowned
by subsidiaries of SCA and trusts formed by the Estate of Michael Jackson.

EMI Music Publishing is a world-leading popular music publisher with a vast collection of musical
compositions and a roster of highly talented songwriters. The business represents and administers
one of the world’s most comprehensive and diverse catalogs of over 1.3 million music copyrights
covering all genres, periods and territories of the world.

EMI Music Publishing represents some of the most successful writers working in the music industry
today including Beyoncé, Drake, Jay-Z, Norah Jones, Alicia Keys, P!nk, Scissor Sisters, Rihanna,
Stargate, Usher, Kanye West, Pharrell Williams, Tinie Tempah, Duffy, Arcade Fire, Dallas Davidson,
Don Omar, Alan Jackson and Hillary Scott. Its remarkable catalog spans the decades with some of
the greatest hits dating from the early 20th century right up to today. EMI Music Publishing holds
rights to some of the greatest Motown hits from the 1960s including Baby Love, Heard It Through
The Grapevine, and My Girl, as well as other timeless standards, such as Bohemian Rhapsody,
Every Breath You Take and You’ve Got A Friend. Its catalog is home to a wide range of film and
TV scores, including some of the most recognizable songs of all time such as New York, New York,
Over the Rainbow and Have Yourself A Merry Little Christmas.

Rob Wiesenthal, Chief Financial Officer, Sony Corporation of America, said: “EMI Music Publishing
is an iconic company with legendary copyrights and world-class executive talent. This transaction
reinforces our strategy of building the operational breadth of Sony/ATV Music Publishing while
tapping the extraordinary expertise and experience of Marty Bandier and his management team.
Access to entertainment content is an important part of a great consumer electronics experience,
and the impressive growth of digital music services will help us bring our songwriters’ music to an
increasingly wide audience."

Martin Bandier, Chairman and CEO of Sony/ATV Music Publishing, added: “EMI Music Publishing
has some of the best songs and artists in the world. I am excited to be reunited with the incredible
songs, writers and people of a company I helped build. Our track record at Sony/ATV over the past
four years demonstrates our ability to build a strong platform that sustains significant growth.
The opportunity represented by this transaction is both transformative for Sony/ATV and a truly
special moment for me, personally.”

Stephen Volk, Chairman of the Board of EMI Group and Vice Chairman of Citigroup, added: “After
evaluating all alternatives, we believe that this transaction achieves our objective of maximizing the
value of EMI for Citi while providing EMI Music Publishing with a partner in the Sony consortium
that appreciates this wonderful business, its incredible roster of songwriters both new and old, and
its staff who work so hard to deliver successful outcomes for the people they represent. We are
grateful to Roger Faxon, his management team and all of EMI’s staff for the continued success of
this business during Citi’s ownership."

Citi Global Banking acted as financial advisor to Citi and EMI. Clifford Chance LLP, Shearman &
Sterling LLP and Freshfields Bruckhaus Deringer LLP acted as legal advisors to Citi and EMI. The
Raine Group, Peter J. Solomon Company, UBS Investment Bank, and Guggenheim Securities, LLC
acted as financial advisors to the Group. UBS Investment Bank acted as sole lead arranger of the
senior credit facilities. Dewey & LeBoeuf LLP and Weil, Gotshal & Manges LLP acted as legal
advisors to the Group.


Sony Corporation of America
Sony Corporation of America, based in New York, NY, is the U.S. subsidiary of Sony Corporation,
headquartered in Tokyo, Japan. Sony is a leading manufacturer of audio, video, communications,
and information technology products for the consumer and professional markets. Its motion picture,
television, computer entertainment, music and online businesses make Sony one of the most
comprehensive entertainment and technology companies in the world. Sony's principal U.S.
businesses include Sony Electronics Inc., Sony Computer Entertainment America LLC, Sony
Pictures Entertainment Inc., and Sony Music Entertainment. Sony recorded consolidated annual
sales of approximately $87 billion for the fiscal year ended March 31, 2011, and it employs 168,200
people worldwide.
Sony/ATV Music Publishing
Sony/ATV Music Publishing was established in 1995 as a joint venture between Sony and trusts
formed by Michael Jackson. Sony/ATV Music Publishing owns or administers over 750,000
copyrights by such artists as The Beatles, Akon, Beck, Brooks & Dunn, Leonard Cohen, Neil
Diamond, Bob Dylan, Fall Out Boy, Lady Gaga, Kraftwerk, Jessie J, John Mayer, Joni Mitchell,
Graham Nash, Willie Nelson, Roy Orbison, Linda Perry, Richie Sambora, Shakira, Taylor Swift,
Wyclef Jean, Hank Williams and KT Tunstall, among others. Sony/ATV recently acquired both the
Leiber Stoller and Famous catalogues.

http://www.sony.com/upload/assets/homepage_assets/EMI_Joint_Release_FINAL.pdf
 
Sony/ATV – the music publishing company jointly owned by Sony Corp and the Michael Jackson estate – has confirmed its acquisition of EMI Music Publishing, or rather that it is leading a consortium which will take ownership of that side of the EMI Group. The announcement came late last night, just hours after Vivendi’s Universal Music Group confirmed it had bought the EMI record companies.Sony’s consortium also includes the Mubadala Development Company PJSC, Jynwel Capital Limited, the Blackstone Group’s GSO Capital Partners LP and David Geffen, and together they will pay $2.2 billion (about £1.35 billion). Because Sony/ATV will not own EMI Publishing outright the company will stay an autonomous entity, but will be managed by Sony/ATV.Confirming the acquisition, Sony Corp’s Rob Wiesenthal told reporters: “EMI Music Publishing is an iconic company with legendary copyrights and world-class executive talent. This transaction reinforces our strategy of building the operational breadth of Sony/ATV Music Publishing while tapping the extraordinary expertise and experience of Marty Bandier and his management team. Access to entertainment content is an important part of a great consumer electronics experience, and the impressive growth of digital music services will help us bring our songwriters’ music to an increasingly wide audience”.Meanwhile Marty Bandier, CEO of Sony/ATV, and a former CEO of the EMI publishing business, added: “EMI Music Publishing has some of the best songs and artists in the world. I am excited to be reunited with the incredible songs, writers and people of a company I helped build. Our track record at Sony/ATV over the past four years demonstrates our ability to build a strong platform that sustains significant growth. The opportunity represented by this transaction is both transformative for Sony/ATV and a truly special moment for me, personally”.For the EMI board and current owners Citigroup, Stephen Volk, said: “After evaluating all alternatives, we believe that this transaction achieves our objective of maximizing the value of EMI for Citi while providing EMI Music Publishing with a partner in the Sony consortium that appreciates this wonderful business, its incredible roster of songwriters both new and old, and its staff who work so hard to deliver successful outcomes for the people they represent. We are grateful to Roger Faxon, his management team and all of EMI’s staff for the continued success of this business during Citi’s ownership”.As much previously reported, the KKR-backed BMG had been favourite to get the EMI publishing catalogues for sometime, though in recent weeks it became clear Sony/ATV – by securing financing from third parties – was also very much in the running. That it had won the race to acquire the EMI songs business was confirmed unofficially by insiders yesterday afternoon, before the official statement late last night. With Sony the second biggest operator in the music industry, this deal – as with the Universal deal – will be subject to competition regulator approval, and pan-European indie label trade body IMPALA is set to oppose both acquisitions in Brussels.


http://www.thecmuwebsite.com/article/sonyatv-confirm-acquisition-of-emi-publishing/​
 
Re: Sony/ATV buying EMI publishing ?

So basically, SONY/ATV won't own EMI publishing? SONY/ATV just help to manage the EMI publishing and EMI is now like a branch or SONY/ATV????? Does this mean that basically, SONY/ATV was actually not affected too much from this merge? since only the manage team is also manage EMI part?
 
Re: Sony/ATV buying EMI publishing ?

^They own 38% of it basically....
 
missred07;3537545 said:
So basically, SONY/ATV won't own EMI publishing? SONY/ATV just help to manage the EMI publishing and EMI is now like a branch or SONY/ATV????? Does this mean that basically, SONY/ATV was actually not affected too much from this merge? since only the manage team is also manage EMI part?
Click to expand...

Sony/ATV now owns 38% of EMI publishing, while others own a combined 62% of EMI publishing. In other words, SON/ATV has just invested $836m (38% * $2.2 Billions) in the purchase of EMI publishing.
As part of the deal Sony/ATV will also be administering EMI publishing that's because Sony/ATV is by default a music publisher unlike other investors such as Mubadala Development Company
PJSC; Jynwel Capital Limited; the Blackstone Group’s GSO Capital Partners LP; and David Geffen that were part of the consortium that bought EMI publishing.

It's a massive win for Sony/ATV. They now have a 38% stake in EMI publishing, which means more money coming into Sony/ATV. Plus, they get to administer the whole EMI cat, which also means more money coming into Sony/ATV as they get paid for administering songs catalog. EMI is huge and contains 1.3m songs.

But I suspect over time, Sony/ATV will buy out other investors thereby taking full ownership of the EMI cat. This will probably happen by the year 2020 or so. Sony/ATV will first have to payback the debt ($836m)they incur in the purchase of EMI. that could take sometimes. but once that's done, they will slowly buy out other stakeholders.
 
Re: Sony/ATV buying EMI publishing ?

Thank you Passy for explainging that so well.
Sony/ATV will get paid 38 % of EMi publishing profits and also be paid for managing the EMI Catalog :)
 
Re: Sony/ATV buying EMI publishing ?

Soo many numbers and details.

So if someone could answer in one word (yes or no :lol:) - Is this good for J3 or ?
 
Re: Sony/ATV buying EMI publishing ?

Hess said:
Soo many numbers and details.

So if someone could answer in one word (yes or no :lol:) - Is this good for J3 or ?
Click to expand...
Yes being they will aquire/inherit MJ's 50% ownership of Sony/ATV
 
Re: Sony/ATV buying EMI publishing ?

thanks qbee.

Then it's good news I guess. :lol:
 

http://www.forbes.com/sites/zackomalleygreenburg/2011/11/14/sony-emi-deal-reunites-jackson-5-songs-with-michael-jackson/?feed=rss_home

Sony-EMI Deal Reunites Jackson 5 Songs With Michael Jackson

"I Want You Back" - Michael Jackson finally gets his wish.

In the years after Michael Jackson became an international superstar, the song “I Want You Back” took on a new, reflexive sort of meaning for him.

Flush with cash from the stratospheric success of his solo career, Jackson thought seriously about buying the publishing rights to some of the songs he’d recorded years earlier as a member of the Jackson 5–including “I Want You Back,” one of hundreds in Motown’s Jobete catalog, then owned by the legendary Berry Gordy and his sister. Despite serious interest from Jackson, who was “like a son” to Gordy, the music mogul sold a 50% stake in the catalog to EMI for $132 million in 1997.

But dreams often take a lifetime to achieve, and the King of Pop seems to have realized this one posthumously. On Friday, a Sony-led team of investors purchased EMI’s entire publishing catalog for $2.2 billion. The group includes billionaire David Geffen, the Blackstone Group’s GSO Capital Partners LP, and none other than the estate of Michael Jackson (its stake is nested within Sony’s 38% share of EMI, according to sources close to the negotiations).

The move makes sense for reasons beyond just the sentimental. Michael Jackson’s estate still co-owns the separate Sony/ATV publishing catalog in a joint venture with Sony; that company, headed by former EMI chief Marty Bandier, will administer the newly-acquired EMI assets on behalf of the investors.

Still, the reunion is little more than a drop in the financial bucket. Because Sony/ATV will soon begin receiving administrative fees from the EMI catalog’s new owners, its own value is likely north of $2 billion as well.

As for Jackson, his estate has raked in half a billion dollars since his death two and a half years ago. And though the King of Pop’s posthumous concert flick was called This Is It, he’s just getting started from a posthumous earnings perspective. Jackson’s Immortal World Tour, a partnership with Cirque du Soleil, is grossing $2.4 million a night; plans call for over 100 shows a year for each of the next three years.
 
mkgenie;3538179 said:

http://www.forbes.com/sites/zackomalleygreenburg/2011/11/14/sony-emi-deal-reunites-jackson-5-songs-with-michael-jackson/?feed=rss_home

Sony-EMI Deal Reunites Jackson 5 Songs With Michael Jackson
Click to expand...

I dont know why I cant log in forbes, but could somebody post this to the discussion comments? and let Zach know about it:
previously posted in this thread:

Sony Corp. and the Michael Jackson estate = Sony ATV they are one, they have 38 % of the EMI publishing the other 62 % belongs to the other investor – These percentages are not taking about over all ownership of Sony ATV just the EMI Publising which we can assume will be added to the ATV Catalog. Not sure how that part works or if it will be kept seperate
http://www.sony.com/upload/assets/homepage_assets/EMI_Joint_Release_FINAL.pdf
Sony/ATV now owns 38% of EMI publishing, while others own a combined 62% of EMI publishing. In other words, SON/ATV has just invested $836m (38% * $2.2 Billions) in the purchase of EMI publishing.
As part of the deal Sony/ATV will also be administering EMI publishing that’s because Sony/ATV is by default a music publisher unlike other investors such as Mubadala Development Company PJSC; Jynwel Capital Limited; the Blackstone Group’s GSO Capital Partners LP; and David Geffen that were part of the consortium that bought EMI publishing.
It’s a massive win for Sony/ATV. They now have a 38% stake in EMI publishing, which means more money coming into Sony/ATV. Plus, they get to administer the whole EMI cat, which also means more money coming into Sony/ATV as they get paid for administering songs catalog. EMI is huge and contains 1.3m songs.
Maybe, over time, Sony/ATV will buy out other investors thereby taking full ownership of the EMI cat. This will probably happen by the year 2020 or so. Sony/ATV will first have to payback the debt ($836m) they incur in the purchase of EMI.
That could take sometimes but once that’s done, they will slowly buy out other stakeholders.
Sony/ATV will get paid 38 % of EMi publishing profits and also be paid for managing the EMI Catalog.
Michael Jackson´s three kids will aquire/inherit MJ’s 50% ownership of Sony/ATV
Click to expand...
 
Kapital77;3538296 said:
I really don´t know if this is good or bad. Thanks Mkgenie.
Click to expand...

Its ... except MJs solo career and his billion deal in 1991, the most important deal through Sony/ATV that has ever happened to MJ.

MJ has the wealthiest estate for any entertainer/celebrity that has ever existed....
In fact, MJ is/would habe been, the real music mogul... not like the so called moguls P Diddy, Jay-Z or whoever... for their clothes brands or Vodka, or anything else but not music.
 
Re: Sony/ATV buying EMI publishing ?

Where are all those accusing Branca & Sony of killing MJ to get their hands on the catalogue? Like MJ (and Branca) said, the catalogue is NOT for sale.
 
Re: Sony/ATV buying EMI publishing ?

I read the book "The Trials Of Michael Jackson" by Lynton Guest. There is a painstakingly detailed account of the whole Sony ATV catalog debacle. Seems Sony set their sights on its acquisition from the second they signed MJ. They had a long term plan in place for that very purpose. In the end they mostly succeeded as Michael borrowed more and more using his majority stake in the catalog as collateral. He should have been able to pay it all back from sales of Invincible but of course Sony refused to promote the album or produce the short films to go with it. The final result was MJ only owning a 1/4 and Sony having option to that in the future or something like that. It is all very complicated but most of all it shows how disgusting Sony was in their dealings with Michael.
 
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Re: Sony/ATV buying EMI publishing ?

If Only Michael were here....
 
Re: Sony/ATV buying EMI publishing ?

sony/atv is administering MIJAC


Investor Group Including Sony Corporation of America Completes Acquisition of EMI Music Publishing







PR-Logo-Newswire.gif

NEW YORK, June 29, 2012 /PRNewswire via COMTEX/ --
An investor group comprised of Sony Corporation of America, the Estate of Michael Jackson, Mubadala Development Company PJSC, Jynwel Capital Limited, the Blackstone Group's GSO Capital Partners LP and David Geffen today announced the closing of its acquisition of EMI Music Publishing from Citigroup.

Sony/ATV Music Publishing, a joint venture between Sony and the Estate of Michael Jackson, will administer EMI Music Publishing on behalf of the investor group.

The acquisition brings together two of the leading music publishers, each with comprehensive and diverse catalogs of music copyrights covering all genres, periods and territories around the world. EMI Music Publishing owns over 1.3 million copyrights, including the greatest hits of Motown, classic film and television scores and timeless standards, and Sony/ATV Music Publishing owns more than 750,000 copyrights, featuring the Beatles, contemporary superstars and the Leiber Stoller catalog.

"Music publishing, along with the rest of our entertainment companies, has been a bright spot in our business portfolio, and we expect that trend to continue with this important acquisition," said Kazuo Hirai, President and CEO, Sony Corporation. "Through our Sony/ATV Music Publishing joint venture with the Estate of Michael Jackson, Sony has become the world's preeminent music publishing operation, administering the most prolific and diverse catalog in the world."

Martin Bandier, Chairman and CEO of Sony/ATV Music Publishing, added, "Today is a truly special day. For me, the best part of being in the music publishing business has always been the opportunity to be associated with talented songwriters and great songs. As I become reunited with the company that has many of the greatest songwriters and songs of all time, I look forward to helping create the best music publishing company in the world, with the extraordinary talent-artists, songwriters and staff-at the combined Sony/ATV and EMI."

EMI Music Publishing represents some of the most successful writers working in the music industry today, including Beyonce, Drake, Jay-Z, Norah Jones, Alicia Keys, P!nk, Scissor Sisters, Rihanna, Stargate, Usher, Kanye West, Pharrell Williams, Tinie Tempah, Duffy, Arcade Fire, Dallas Davidson, Don Omar, Alan Jackson and Hillary Scott. Its remarkable catalog spans the decades with some of the greatest hits dating from the early 20th century to today. EMI Music Publishing holds rights to some of the greatest Motown hits from the 1960s, including "Baby Love," "Heard It Through the Grapevine" and "My Girl," as well as other timeless standards, such as "Bohemian Rhapsody," "Every Breath You Take" and "You've Got a Friend." Its catalog is home to a wide range of film and TV scores, including some of the most recognizable songs of all time, such as "New York, New York," "Over the Rainbow" and "Have Yourself a Merry Little Christmas."

Citi's Corporate and Investment Bank acted as financial advisor to Citi and EMI Group. Clifford Chance LLP, Shearman & Sterling LLP and Freshfields Bruckhaus Deringer LLP acted as legal advisors to Citi and EMI Group. The Raine Group, Peter J. Solomon Company, UBSInvestment Bank, Guggenheim Securities LLC and Shot Tower Capital acted as financial advisors to the investor group. UBS Investment Bank acted as sole lead arranger of the senior credit facilities. White & Case LLP, Weil, Gotshal & Manges LLP, Allen & Overy LLP, Arnold & Porter LLP, Baker & McKenzie LLP, Cleary Gottlieb Steen & Hamilton LLP, Greenberg Traurig LLP, Grubman Indursky & Shire, P.C., Kirkland & Ellis LLP, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Ziffren Brittenham LLP acted as legal advisors to the investor group and Sony/ATV Music Publishing.


Sony Corporation of America
Sony Corporation of America, based in New York, NY, is the U.S. subsidiary of Sony Corporation, headquartered in Tokyo, Japan. Sony is a leading manufacturer of audio, video, communications and information technology products for the consumer and professional markets. Its motion picture, television, computer entertainment, music and online businesses make Sony one of the most comprehensive entertainment and technology companies in the world. Sony's principal U.S. businesses include Sony Electronics Inc., Sony Computer Entertainment America LLC, Sony Pictures Entertainment Inc. and Sony Music Entertainment. Sony recorded consolidated annual sales of approximately $79 billion for the fiscal year ended March 31, 2012, and it employs 162,700 people worldwide.


Sony/ATV Music Publishing
Sony/ATV Music Publishing, established in 1995 as a joint venture between Sony and Michael Jackson, is the world's leading music publisher. Together with EMI Music Publishing, Leiber Stoller, Mijac, Motown and the Famous Music catalogs, Sony/ATV owns or administers more than 2 million copyrights, including some of the best known songs ever written. Sony/ATV's catalog includes "New York, New York," "All You Need Is Love," "You've Got a Friend," "Moon River," "Jailhouse Rock," "The Mission Impossible Theme," "Ain't No Mountain High Enough," "Over the Rainbow," "Stand By Me," "I Heard It Through the Grapevine" and "Singin' in the Rain." In addition, Sony/ATV represents the copyrights of such legendary artists as The Beatles, Leonard Cohen, Neil Diamond, Bob Dylan, Marvin Gaye, Michael Jackson, Carole King, Kraftwerk, Joni Mitchell, Willie Nelson, Roy Orbison, Queen, The Rolling Stones, Richie Sambora, Sting, Wyclef Jean, Hank Williams and Stevie Wonder, among others. Its ever-growing list of chart-topping artists, writers and producers includes Beyonce, Fall Out Boy, Jessie J, Jay-Z, Norah Jones, Alicia Keys, Lady Antebellum, Lady Gaga, John Mayer, P!nk, RedOne, Shakira, Ed Sheeran, Stargate, Taylor Swift and Kanye West.


SOURCE Sony Corporation of America

http://www.marketwatch.com/story/in...cquisition-of-emi-music-publishing-2012-06-29
 
http://ec.europa.eu/competition/mergers/cases/decisions/m6459_20120419_20212_2499936_EN.pdf

I. THE PARTIES


2. Sony Corporation of America ("Sony") is the US subsidiary of Sony Corporation,
headquarted in Tokyo, Japan. Sony, directly and through its subsidiaries, is active globally
in various businesses, including electronics products (i.e. audio, video, televisions, digital
cameras, personal computers and tablets), entertainment services (e.g. motion pictures, TV
programming, recorded music, music publishing), financial services and a variety of other
businesses.

3. Mubadala Development Company PJSC ("Mubadala") is an Abu Dhabi public joint stock
company focused on investment and development which is wholly owned by the
Government of the Emirate of Abu Dhabi in the United Arab Emirates. Mubadala is active
in investing in a wide range of strategic sectors, including energy, utilities, real estate,
basic industries and services.


4. EMI Music Publishing ("EMI MP") is the EMI Group's music publishing business.


5. Sony/ATV is not a party to the transaction but will administer the EMI MP catalogue.
Sony/ATV is a music publishing company established in 1995 when Sony Music
Publishing was transferred to a 50/50 joint venture with the singer-songwriter Michael
Jackson, together with certain music catalogues owned by Michael Jackson. According to
the Parties, Sony/ATV is jointly controlled within the meaning of the Merger Regulation
by Sony and the Michael Jackson Estate and encompasses all music publishing activities
of its parents.

II. THE CONCENTRATION


6. According to the transaction documents submitted by the Parties, the proposed
concentration would be structured as follows. A special purpose vehicle, DH Publishing
LP ("DH Publishing"), would acquire EMI MP from Citigroup. DH Publishing would be
owned by two consortium companies. The first consortium company is Nile Acquisition
LLC ("Sony Sub"). Sony Sub is owned by Sony ([…] shareholding) and the Michael
Jackson Estate ([…] shareholding). The second consortium company is Nile Acquisition
Holding Company Limited ("Mubadala Sub"). Mubadala Sub would be owned by
Mubadala ([…] shareholding), Jynwel ([…]), GSO ([…]) and EMI West ([…]).


7. Mubadala Sub would have a ca. […] interest in DH Publishing and Sony Sub would hold
a ca […] interest in DH Publishing.


Sony's influence over EMI MP


8. Sony would hold a […] interest in Sony Sub and would therefore be able to exercise
control over Sony Sub, which in turn would own […] of the shares in DH Publishing.
Although Sony Sub would only be a minority shareholder in DH Publishing, a number of
important actions would require its approval. This would include the adoption of DH
Publishing's budget and the annual business plan, which would be subject to unanimous
approval of the shareholders in DH Publishing. The same would apply to investments in
excess of USD […]. Sony would also appoint 4 out of 12 members of DH Publishing's
board of directors.


9. Furthermore, Sony/ATV, which is jointly controlled by Sony, would be appointed to act
as the exclusive administrator of the EMI MP catalogue. As such, it would be Sony/ATV
that would decide on the day-to-day licensing of the EMI MP catalogue. Ultimately,
however, Sony would be allowed to exercise its rights with regard to the EMI MP
catalogue unilaterally, without recourse to the Michael Jackson Estate.


203. Fourth, any future coordinated negotiation would need to take place among three
entities (Sony/ATV, EMI MP and Sony Music), each of which has different shareholders
and commercial interests. Sony Music is 100% owned and controlled by Sony
Corporation. Sony/ATV is a 50/50 joint venture between Sony Corporation and the
Michael Jackson Estate. Sony/ATV must therefore take into account the interests of its co-
owners and not only that of Sony Corporation.Finally, EMI MP would be jointly
controlled by Sony Corporation and Mubadala with the Michael Jackson Estate also
holding an equity interest.
 
Re: Sony/ATV buying EMI publishing ?

Ultimately,
however, Sony would be allowed to exercise its rights with regard to the EMI MP
catalogue unilaterally, without recourse to the Michael Jackson Estate. .....
 
Re: Sony/ATV buying EMI publishing ?

Well I don't know what to make of it. The MJ Estate is only managing it, but don't have a stake in it?
 
Re: Sony/ATV buying EMI publishing ?

marc_vivien said:
As such, it would be Sony/ATV
that would decide on the day-to-day licensing of the EMI MP catalogue. Ultimately,
however, Sony would be allowed to exercise its rights with regard to the EMI MP
catalogue unilaterally, without recourse to the Michael Jackson Estate.
Click to expand...

So, that means the Estate will have no stake in this deal? Can someone explain what will be estate's profits from this?
 
DH Publishing would be owned by two consortium companies. The first consortium company is
Nile Acquisition LLC ("Sony Sub"). Sony Sub is owned by Sony ([…] shareholding) and the Michael Jackson Estate ([…] shareholding). The second consortium company is Nile Acquisition
Holding Company Limited ("Mubadala Sub"). Mubadala Sub would be owned by
Mubadala ([…] shareholding), Jynwel ([…]), GSO ([…]) and EMI West ([…]).

Finally, EMI MP would be jointly controlled by Sony Corporation and Mubadala with the Michael
Jackson Estate also holding an equity interest.
 
Re: Investor Group Including Sony Corporation of America Completes Acquisition of EMI Music Publishi

What does this mean?

"Ultimately,
however, Sony would be allowed to exercise its rights with regard to the EMI MP
catalogue unilaterally, without recourse to the Michael Jackson Estate."
 
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