Sony Corp. USA To own 38% of EMI Music Publishing, No Official Word on Staffing

It's official: An investment group led by Sony Corp. has signed a definitive purchase agreement to acquire EMI Music Publishing for $2.2 billion from Citigroup.

In addition to Sony Corp. of America, the investment group is comprised of the estate of Michael Jackson; Mubadala Development Company PJSC; Jynwel Capital Limited; the Blackstone Group's GSO Capital Partners LP; and David Geffen. The transaction is subject to certain closing conditions, including regulatory approvals.

EMI's Deals WIth Universal, Sony Face Inevitable -- But Different -- Regulatory Scrutiny

Following the acquisition, Sony/ATV Music Publishing will help oversee EMI Music Publishing on behalf of the Group. A source says that there will be shared services for the two companies, while another sources speculates that A&R might remain separate.

Sony/EMI Deal: Publishing Companies Would Remain Separate, But Managed by Sony

Rob Wiesenthal, Chief Financial Officer, Sony Corporation of America, said in a statement: "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."

Martin Bandier, chairman and CEO of Sony/ATV Music Publishing, who headed up EMI Music Publishing for many years before coming to Sony/ATV added in a statement. "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."

Sony/ATV Music Publishing is co-owned 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 artists and songwriters like 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. It also holds the 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 classics, 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 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.