SONY CORP, MJ ESTATE AGREE TO MAKE A DEAL ON SONY/ATV

Sony Corp. will acquire the Michael Jackson Estate's 50% interest in Sony/ATV, per a memorandum of understanding, according to a release. The MOU calls for $750 million to be paid by Sony to the Estate, including a lump-sum payment of $733 million. The memorandum brings to a fruition a process that began last September, when Sony activated a buy/sell clause.

The payment also, the release notes, reflects contractual and accounting adjustments related to the Sony/ATV JV and other "commercial opportunities." The parties anticipate a final agreement by 3/31, with closing later in the year or early 2017.

The Estate, overseen by John Branca and John McClain, will retain 100% ownership of Jackson's songs (including giants like "Billie Jean," "Beat It" and "Don't Stop Til You Get Enough," among countless others), as well as complete ownership of his master recordings and short films, and songs acquired by MJ outside of Sony/ATV (including classics like "Great Balls of Fire, "Love Train, "People Get Ready" and the entire Sly & the Family Stone catalog) and its ownership interest in EMI Music Publishing, which is not part of the current deal.

Jackson acquired ATV (featuring the incomparable Beatles catalog) in 1985 for $41.5 million before merging it with Sony's catalog a decade later in exchange for a 50% stake in the new venture and cash payments.

A portion of the proceeds in the new deal will pay off the balance owed on monies loaned to MJ and secured by his interest in Sony/ATV. The balance of the proceeds after taxes, fees and expenses will go to a trust for MJ's beneficiaries.

“The entertainment businesses have long been a core part of Sony and are a key driver of our future growth,” said Kazuo Hirai, President and CEO of Sony Corporation. “This agreement further demonstrates Sony’s commitment to the entertainment businesses and our firm belief that these businesses will continue to contribute to our success for years to come."

“This transaction further allows us to continue our efforts of maximizing the value of Michael’s Estate for the benefit of his children,” reads a quote from Branca and McClain. “It also further validates Michael’s foresight and genius in investing in music publishing. His ATV catalogue, purchased in 1985 for a net acquisition cost of $41.5 million, was the cornerstone of the joint venture and, as evidenced by the value of this transaction, is considered one of the smartest investments in music history.”

Added Sony Entertainment CEO Michael Lynton, “When Sony first partnered with Michael Jackson 21 years ago to create Sony/ATV Music Publishing, we knew that this company had the ability to reach great heights. This acquisition will enable Sony to more quickly adapt to changes in the music publishing business, while at the same time continuing to be an unparalleled leader in the industry and a treasured home for artists and writers. We want to express our gratitude to the Estate of Michael Jackson and to the Jackson family for their years of partnership. All of us at Sony look forward to continuing to work with the Estate to further Michael Jackson’s legacy in many different ways.”

Then everybody lit a fat spleef and gave a shout-out to the lawyers. In addition to Branca's firm, Ziffren Brittenham LLP, other legal firms and advisors involved in the deal include Shot Tower Capital, Rob Wiesenthal, Greenberg Traurig LLP, Kinsella Weitzman Iser Kump & Aldisert LLP and Venable LLP.