U.S. approval will be easier; UMG deal could be cleared, too
The European Commission’s approval Thursday of the $2.2 billion purchase of EMI Music Publishing by a consortium led by Sony/ATV represents the first draft in a major redrawing of the international music publishing map.Blessing by the Euro regulatory body — typically more stringent in its scrutiny of acquisitions than domestic regulators — followed the prospective buyers’ commitment to sell off several significant pub catalogs. Citigroup sold EMI. If the pact is ultimately finalized Stateside by the Federal Trade Commission, the Sony-EMI combine will command a market share approaching one-third of the publishing biz. The EC’s assent on the publishing buy could be a positive harbinger for Universal Music Group’s pending $1.9 billion purchase of EMI’s label assets, still in regulatory rounds. In its statement announcing approval of the publishing deal, the EC acknowledged that as initially posited, the deal “raised serious doubts as to its compatibility with the internal market in the area of online licensing of copyrights.” To assuage the EC, the Sony consortium agreed to sell the publishing rights to Virgin’s European, U.K. and U.S. catalogs, as well as the works of a dozen artists, including Ozzy Osbourne, Robbie Williams, Lenny Kravitz and Ben Harper. Last month, reports said the buyers also planned to sell classical, Christian and schlager music catalogs to pacify regulators (Daily Variety, March 28). EC veepee in charge of competition policy Joaquin Almunia said the buyers “have offered to divest valuable and attractive catalogues containing bestselling titles as well as works of successful and promising authors. I am therefore satisfied that the competitive dynamics in the online music publishing business will be maintained so as to ensure consumer choice and cultural diversity.” The EC decision is an important step toward finalization of the EMI publishing purchase by Sony/ATV (a joint venture of Sony Corp. of America and the Michael Jackson estate), Mubadala Development Co., Jynwel Capital Ltd., GSO Capital Partners and David Geffen. While EMI’s publishing arm would continue to operate as a separate unit administered by Sony/ATV — per terms of Sony’s agreement with the Jackson estate — the spliced pubbery operations would wield significant clout. According to the most recent market share figures published by international trade organ Music & Copyright, EMI Music Publishing commanded a 19.7% slice of the market in 2010, while Sony/ATV claimed 12.5%. The merged companies would thus control a whopping 32.2% of the biz. Universal Music Publishing Group, the previous market leader, represented 22.6% of the pub biz in ’10, with Warner/Chappell Music taking 13.9%. Independents were the dominant force at that point, taking a 31.4% cut. In a move easily viewed as a response to stiffening competition as a result of the apparently mooted EMI pubbery sale, UMG announced Wednesday that its longtime prexy-CEO Zach Horowitz was segueing to UMPG as chairman-CEO (Daily Variety, April 19). Predictably, Euro indie trade org Impala — which has been vehement in its opposition to the pending acquisitions of EMI’s assets by the majors — immediately lambasted the EC’s approval. Helen Smith, the group’s executive chair, said in a statement: “This is bad news for Europe’s publishers and writers, as well as for collecting societies and any label or online service which needs to be able to rely on fair terms to use music… The commission has now approved the deal without market-testing the revised remedies or opening a more detailed investigation.” Smith’s statement echoed Music & Copyright’s view late last year that the acquisition “could result in a consolidation of two of the major publishers’ licensing hubs and further isolation for the smaller collection societies.” For their part, Sony/ATV and its equity partners hailed the EC’s positive nod. “The group is pleased that the commission’s issues were addressed in its initial review period so that the transaction could be approved,” a Sony/ATV statement said. “Sony/ATV Music Publishing looks forward to successfully concluding the other regulatory review processes that are under way in other regions and to working with EMI Music Publishing’s extraordinary roster of artists and songwriters to bring their work to even wider audiences around the world.” Ultimately the splicing of the Sony and EMI pub concerns will lead to cost savings — a term that generally translates as “layoffs” in the music business. On Tuesday, a New York Times story cited a confidential 2011 Sony investor prospectus estimating that 63% of EMI’s pub staff would be let go following the conclusion of the purchase. Sony/EMI chairman-CEO Martin Bandier, previously the topper at the EMI pubbery, circulated a memo to EMI staff Wednesday saying the figures were not final but acknowledging that a paring would come. According to one observer, the specter of draconian cuts induced widespread unease among EMI staffers present at Wednesday night’s ASCAP Pop Awards at the Renaissance Hollywood Hotel, where EMI and Warner/Chappell shared publisher of the year honors. News of the EC’s thumbs-up on the publishing deal no doubt brightened UMG execs’ outlook about prospects for approval of the firm’s EMI label buy, though an offloading of some assets still appears inevitable. One informed source noted that the EC nod entailed a divestiture of just some $25 million in EMI publishing assets, accounting for just 2% of the company’s revenues. The deal also breezed through in its initial regulatory review phase. Last month, the EC moved into the second stage of its review of the UMG-EMI deal; at that time, regulator Almunia said the transaction could reduce competition to the detriment of European consumers (Daily Variety, March 26). The deadline for a final decision is Aug. 8.