I.B. BAD BREAKS DOWN THE BUY/SELL ON SONY/ATV (UPDATE)

On Monday (3/14), Sony Corp. exercised the buy/sell on Marty Bandier’s Sony/ATV, acquiring full ownership of the world’s largest music publisher for $750m. Sony/ATV was set up as a joint venture, with Sony and the Michael Jackson Estate each owning 50%. Estate attorney Joel Katz and co-executor John Branca were believed to have amassed a sizable war chest with the aim of buying Sony/ATV themselves, but Sony has come out on top, while the Estate is getting an enormous consolation prize.

The Estate retains its stake in EMI Music Publishing, which was acquired in 2012 by a consortium comprising Sony, the Estate, Mubadala Development Co., Jynwel Capital Ltd., the Blackstone Group’s GSO Capital Partners LP and David Geffen. The price tag was $2.2b, or just under eight times EMP’s net publisher share (NPS), which was then in the $300m range. The Sony/Jackson Estate’s piece of EMP is about 40%, with Sony owning three-quarters of that total. Sony/ATV had an approximate valuation of $1.5b in 2015, and its stake in EMI Music Publishing was valued at $860m at the time of the acquisition. But the acquisition impacts only Sony/ATV proper, not ithe ownership of EMP.

Sony/ATV has annual revenues north of $600m a year. Although mechanical royalties have been hit hard by the decline in sales, it’s hoped that the advent of mass-market streaming will offset this revenue loss.

Jackson was days away from filing for bankruptcy in 2006 when Sony chief Howard Stringer and CFO Robert Wiesenthal bailed him out. In return, Sony took greater operational control of Sony/ATV and received an option to buy half of Jackson’s share. The loan, estimated at $280 million, was connected to the Sony/ATV catalog and secured by Barclays. The interest rate was negotiated down to 2.9% from 5.8% shortly after the Jackson’s death in July 2009. At that point, he was roughly half a billion dollars in debt.

That 10-year-old loan impactied the current buy/sell situation in that its terms provided Sony with a discount of around $150m on the purchase price.

In November 2012, a representative of the Jackson Estate confirmed to Forbes that the estate had just paying off a loan connected to MiJac Music. That payment meant that the estate had eliminated the last of Jackson’s outstanding personal debts, thanks to Jackson’s considerable posthumous earning power resulting from This Is It, the highest-grossing concert film in history; a $250 million record deal with Sony, the largest ever; and the Michael Jackson Immortal World Tour—a joint venture with Cirque du Soleil.

In 2014, for what it’s worth (and it’s worth a great deal in this case), the Jackson Estate was valued at $1.18 billion. The second most valuable estate is that of Elvis Presley, which has a reported net worth of $300m.

OTHER KEY MODERN-DAY ACQUISITIONS

  • In September 2006, Vivendi and UMG purchased BMG Music Publishing Group from Bertelsmann for $2.03b.
  • In April 2007, Sony/ATV acquired the Leiber & Stoller catalog for an undisclosed amount said to be in the eight-figure range.
  • In May 2007, Sony/ATV acquired Famous Music from Viacom for a reported $370m.
  • In November 2010, BMG Rights Management acquired Chrysalis for $168.6m.
  • In September 2011, BMG acquired Bug Music for $300m.
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