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View Full Version : All You Need is Cash: EMI Publishing Sold for $6.5 Billion


busybeeburns
02-08-2007, 10:03 AM
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LONDON (Hollywood Today/AFP) 8/1/07 — Music publishing rights to the much of the catalogs shared with the Beatles, Stones, David Bowie, Coldplay and the Spice Girls were bought by private equity firm Terra Firma in a takeover of British music publisher EMI, following a lengthy takeover tussle with US group Warner Music.

Terra Firma’s bid valued EMI — which is the world’s third-biggest music company — at $6.5 billion including debt. Publishers generally split lucrative songwriting revenues (not record sales) with artists 50/50 in exchange for administering and promoting the artists’ catalog. For instance, with all the wrangling by living Beatles and various heirs of the deceased, all the fuss over iTunes being allowed to sell music from the catalog, etc. — EMI essentially owned half of the songwriting all the time. Publishers can sell their interests, to third parties as in the Beatles case with ATV (the part of the Beatles catalog that Michael Jackson bought) or sell them back to the artists.

The private equity house Terra Firma, which is headed by chief executive Guy Hands, said Wednesday it had secured 90.27 percent of the shares in EMI. Under British rules, a takeover is declared unconditional once 90 percent support is won, meaning that minority shareholders can be forced to sell their stakes. “The offer is now unconditional as to acceptances,” Terra Firma said in a statement.

The takeover offer, which was pitched at 265 pence per share in London, was backed by management at EMI, whose roster also includes The Rolling Stones, David Bowie, Janet Jackson, Norah Jones, Robbie Williams and The Spice Girls.

Terra Firma’s tilt at EMI won a massive boost earlier this month after Warner Music Group decided not to make an offer.

Prior to Warner’s withdrawal from the race, Terra had struggled to win a significant amount of EMI shares, as investors eyed a potential bidding war.

EMI, which has issued a series of profit warnings since the start of 2007, had in March rejected a 2.08-billion-pound approach from Warner, with which it had been in sporadic takeover talks since 2000.

The British music publisher is struggling with sliding sales in the United States and said earlier this year that it will not pay any more shareholder dividends until 2009.

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Earlier this week, meanwhile, Britain’s Takeover Panel granted Terra Firma extra time to garner enough EMI shareholder support, extending its takeover deadline until Wednesday.

The deal has already received regulatory approval from the European Commission.

On Monday, however, Terra said its bid would lapse if it failed to win support from 90 percent of EMI’s shareholders. Banks usually waive the stipulation once acceptances get near this level.

But Sunday’s Observer newspaper reported that US bank Citigroup — Terra Firma’s financial backer — had declined to give the buyout firm any assurance that the 90-percent clause would be waived amid turmoil on global stock markets.

Analysts are concerned that the troubled US housing market will hurt banks and finance companies enough to curb the availability of credit on which the economy thrives.

In turn, that could affect private equity groups, such as Terra Firma, because their takeover bids are often financed by large amounts of bank debt.

Some leading finance officials have warned of the risk associated with private equity groups that borrow huge amounts of money through the company being acquired to help fund the deals. Trade unions, meanwhile, claim that workers face increased risks of redundancy.

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