SONY CONSORTIUM NABS EMI MUSIC PUBLISHING

And now the other shoe drops

An investor group comprised of Sony Corporation of America, 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 announced today a definitive agreement to acquire EMI Music Publishing from Citigroup for $2.2 billion.

The transaction is subject to certain closing conditions, including regulatory approvals. Following the acquisition, Martin Bandier’s Sony/ATV Music Publishing will help oversee EMI Music Publishing on behalf of consortium.

Sony/ATV Music Publishing is co-owned by subsidiaries of SCA and trusts formed by the Estate of Michael Jackson.

Commented Sony CFO Rob Wiesenthal: “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."

Added Sony/ATV Chairman/CEO Bandier: “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.”

Citigroup Vice Chairman Stephen Volk commented: “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.