Acquisition was cleared by FTC

Wrapping the biggest music publishing deal in history, an investor consortium led by Sony/ATV Music announced Friday that it had closed the $2.2 billion purchase of EMI Music Publishing.

Hours earlier, the Federal Trade Commission approved the acquisition, a corporate splicing comprising nearly one-third of the publishing biz.

The FTC announced early Friday that by a vote of 5-0, it had closed its antitrust investigation of the deal without taking any action.

In April, the European Commission, the EC’s regulatory body, had blessed the sale after the Sony buyers agreed to sell off several publishing catalogs (Daily Variety, April 20).

EMI’s publishing arm, which controls 1.3 million copyrights and commands nearly 20% of the pub market, will now be operated by a multi-national group that includes Sony/ATV (a joint venture of Sony Corp. of America and the Michael Jackson estate), Abu Dhabi-based Mubadala Development Co., Hong Kong-based Jynwel Capital Ltd., GSO Capital Partners and David Geffen.

Sony Corp. prexy-CEO Kazuo Hirai said in a statement, “Music publishing, along with the rest of our entertainment companies, has been a bright spot in our business portfolio, and we expect that trend to continue with this important acquisition. Through our Sony/ATV Music Publishing joint venture with the estate of Michael Jackson, Sony has become the world’s preeminent music publishing operation, administering the most prolific and diverse catalog in the world.”

Martin Bandier, Sony/ATV chairman-CEO – and former EMI Music Publishing topper – added, “Today is a truly special day…As I become reunited with the company that has many of the greatest songwriters and songs of all time, I look forward to helping create the best music publishing company in the world, with the extraordinary talent –artists, songwriters and staff – at the combined Sony/ATV and EMI.”

EMI’s publishing catalog includes songs by Arcade Fire, Beyonce, Alicia Keys, Brad Paisley, Drake, Jay-Z, Norah Jones, Pink, Rihanna and Usher.Sony/ATV, which holds 750,000 copyrights (including songs by the Beatles and Bob Dylan), accounts for over 12% of the pubbery biz. Market-leading Universal Music Publishing represented nearly 27%.

Universal Music Group’s $1.9 billion pickup of EMI’s label assets remains pending. Last week, supporters and detractors of the deal testified before the Senate Judiciary Committee’s antitrust subcommittee in Washington (Daily Variety, June 21).

EMI’s holdings were placed on the block last year by Citigroup after the lender took control of the company following a loan default by U.K.-based owner Terra Firma Equity Partners (Daily Variety, Feb. 2, 2011).

Owing to agreements between Sony and the Jackson estate, Sony/ATV and EMI Music Publishing will now be maintained as separate units, with Sony overseeing the operation of both.

It was widely believed that after the Sony-EMI deal was consummated, large-scale layoffs would be undertaken. Sony/ATV chairman-CEO Martin Bandier acknowledged as much in a memo circulated to EMI staffers in April.

Finalization of the Sony-EMI deal could harbinger well for UMG’s proposed buy of EMI’s labels, which has taken flack in some quarters, with opponents arguing that the merger would lead to a non-competitive market share of nearly 40%.

A UMG spokesman could not be reached immediately for comment.

As late as Thursday, the Euro indie org Impala, which had assailed the Sony-EMI transaction since its initiation late last year, continued to voice opposition to the deal and hinted it may take legal action to block the merger.

In April, the EC found that the catalog divestitures undertaken by the purchasers constituted “a comprehensive package bringing the control shares of the merged entity below the threshold indicative of market power.”

Commenting on a non-confidential version of the EC’s report, Impala executive chair Helen Smith said in a June 28 statement, “The merger is bad news for 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…We now need to study the EC’s reasons in detail with our legal team to decide our next steps.”

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