The Sony Corp. of America led investor consortium completed its acquisition of EMI Music Publishing today, just hours after the Federal Trade Commission issued a statement saying it closed its antitrust investigation of the $2.2 billion deal -- which meant it received regulatory approval.
The 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 - won a bidding war with BMG back in November. With the closing of the deal, Sony/ATV Music Publishing, a joint venture between Sony and the estate of Michael Jackson, will serve as administrator for EMI, which means that it will oversee more than 2 million songs, 1.3 million from EMI and its own 750,000 copyrights.
"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," Sony Corp. president and CEO Kazuo Hirai said in a statement.
Meanwhile, Sony/ATV chairman and CEO (and former head of EMI Publishing) Martin Bandier added in a statement: "Today is a truly special day. … 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."
The closing meand that Citigroup received a $2.2 billion payment in the sale, but it now must wait and see how the regulatory agencies will treat Universal Music Group's proposed $1.9 billion acquisition of EMI's recorded music operation.
The FTC announced its approval today one day before the June 30th deadline to complete its review of the deal had expired. This week it began to look like the FTC would approve the deal by not issuing a comment on the deal before the deadline, which means that the deal would gain approval by default, a tactic that the agency sometimes employs instead of outright approving the deal. Since June 30 falls on a Saturday, the buyers requested that the FTC move up the deadline one day so that they could complete the deal when the banks are open, according to sources. But at the last second, the FTC surprised the buyers by making a statement approving the deal.
This event will now trigger the sales of the Virgin music-publishing catalog, Famous Music U.K. catalog and assorted other songwriters, both classic and younger ones. It will also allow Sony/ATV, which will serve as administrator to EMI Music Publishing, to get into the company for the first time and get hands on information on what they will be managing so that decisions can be made regarding employee competency and redundancies, among other integration tasks ahead of it.
Yet, in releasing a report yesterday in how it made its April 19 decision, the EU said that one of the factors behind its approval of the deal was the ownership structure, which consists of two consortiums owning EMI; and with EMI's ownership also kept separate from Sony/ATV.
According to the document, EMI will be owned by two consortium companies: Nile Acquisition LLC, referred to as the Sony Sub, which consists of Sony and the Michael Jackson estate; and Nile Acquisition Holding Co. Ltd., which would be owned by Mubadala, Jynwel, GSO and other investors under the name EMI West. The documents reveal that the Sony consortium will appoint four board members, and Mubadala would also appoint four members of the 12-member board overseeing EMI. The percent-ownership of each were edited out of the report, although sources say Sony and the Jackson estate would own 38%.
The EU gave its approval after the buyers' offer to sell off a catalog that generated 10-20 million euros annually and then revised that offer by complementing the assets it initially suggested by adding more songwriters and making the Virgin deal global in basis, instead of just selling the Virgin rights for Europe, which increased the divested annual revenues to the 20-30 million Euros range.
Meanwhile, Impala, the European trade group for independent record labels which has been challenging the sale of EMI, has issued a statement that indicates that it might not be done fighting the approval of the EMI Music Publishing component of the deal, even as it actively fights Universal Music Group's deal for EMI's recorded music operation, which is under intense regulatory scrutiny.
In its statement, Impala notes that while the EU market-tested the first proposed divestitur, "this decision was reached without market-testing the revised remedies." Impala also noted, "neither did the EC open a more detailed investigation as it decided to do for the proposed Universal/EMI recording merger."
Impala forced the EU to take a second look at the 2004 merger between Sony and BMG on a technicality, by taking them to court and claiming the initial review wasn't comprehensive in scope and the European Commission Court of First Instance agreed with Impala.
Impala may be considering challenging the EMI ruling too, any maybe even on the same technicality. In a statement, it said, "We believe the remedies do not go anywhere close to securing future competition. We now need to study the EC's reasons in detail with our legal team to decide next steps."
Meanwhile, the EU document disclosed that among the catalogs of the Virgin songwriters and other individual songwriters that will be completely divested are: Duffy, Matt Cardle, Bullet For My Valentine, Orchestral Manoeuvres in The Dark's Andy McClusky, Bryan Ferry, Culture Club, Devo, Fine Young Cannibals, Iggy Pop, Lenny Kravitz, the Prodigy's Liam Howlett, Martha and the Muffins, Guru Josh AKA Paul Walden, Richard Ashcroft, Robbie Williams, Soul II Soul, Stereo MCs, Tears For Fears, Terence Trent D'arby, Texas, the Beloved, the Human League, Ben Harper, the Goo Goo Dolls, Ozzy Osbourne, Kurt Cobain, John Barry, Jim Steinman, the Crystal Method, Tool, Warrant, Mark Ronson, and Take That's Gary Barlow, Jason Orange and Howard Donald. It will also divest Famous Music U.K., which includes song catalogs of Ian Dury and Chaz Jankel, Placebo, and the Kooks.
The EU document suggests that it would prefer the catalogs be sold in whole to a new entrant to the music-publishing sector, and it is appointing a trustee to monitor the divestment, which must be completed within six months.
In studying how Sony/ATV and EMI will look after the deal is completed, the EU noted that the two parties combined share of overall music publishing revenues exceeds 40% only in Romania (40-50%). The Parties' combined share of such revenues ranges between 30-40% in seven countries (Belgium, Estonia, Greece, Hungary, Poland, Sweden and the UK). On an EEA-wide level the Parties estimate their combined share of overall music publishing revenues to be in the region of 25%, closely followed by Universal (20-30%).
As for other considerations behind the EU approval decision, Impala implied it could have implications for the much more thorough scrutiny of UMG's deal to buy EMI's recorded music operation, "The decision sets out the Commission's reasons for reaching its conclusions, some of which will have a broader impact," the IMPALA response continues. "For example, it confirms that neither online customers nor piracy are capable of restraining excessive market power."
However, now that Sony and its consortium has received its approval on its own deal to buy EMI Music Publishing, which will be administered by Sony/ATV, sources say they expect Sony Music Entertainment, the recorded music operation, to become a very vocal critic of UMG's planned acquisition of EMI's recorded music operation. It may not have the chance to publicly state like Edgar Bronfman Jr. has in recent weeks, including the Senate hearing on that acquisition, but sources say Sony will now begin to vigorously and vocally oppose the UMG deal behind closed doors. Sony didn't respond for a request for comment.