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Sony/ATV Music Publishing LLC

Type	Limited liability company
Industry	Music publishing
Founded	1995; 23 years ago (1995)
Founder	Michael Jackson
Headquarters	550 Madison Avenue, New York City, New York , U.S.
Key people	Michael Jackson Martin Bandier (Chairman and CEO)
Services	Music publishing
Owner	Sony Corporation
Parent	Sony Entertainment Inc.
Subsidiaries	EMI Music Publishing Extreme Music APM Music
Website	www.sonyatv.com

Sony/ATV Music Publishing LLC is an American music publishing company owned by Sony Entertainment.^[1] It is the largest music publishing administrator in the world, with a library of 4.36 million songs as of March 31, 2018 (according to Sony's fiscal year 2018 annual report). This figure combines Sony/ATV's 2.3 million songs and the 2.06 million songs of EMI Music Publishing it administers.

The company was formed in 1955 as Associated Television (ATV), a British television broadcaster and production studio. ATV acquired Northern Songs, publisher of the Lennon–McCartney song catalogue, in 1969. Entertainer Michael Jackson purchased ATV Music in 1985 for $47.5 million. Ten years later in December 1995, Jackson agreed to merge the company with Sony Music Publishing, a Sony Corporation division, to form a 50:50 joint venture, which would become Sony/ATV Music Publishing. As ATV Music was worth more, Michael Jackson received an additional $110 million. At the time, about two thirds of ATV's value was tied to the Beatles' songs.

In 2012, an investor consortium led by Sony/ATV Music Publishing acquired EMI Music Publishing for approximately $2.2 billion,^[2] with Sony/ATV owning about 30% and the Michael Jackson Estate about 10%. Sony/ATV and EMI Music Publishing operate as one company, with Sony/ATV administering the catalogue of EMI Publishing. Subsequent to the acquisition, Sony/ATV became the largest music publishing administrator in the world, with a library of over 3 million songs.^[3]
In September 2016, Sony bought the Jackson estate's 50% stake in Sony/ATV^[1][4] for $750 million, valuing Sony/ATV at between $2.2 to $2.4 billion (including debt). In October 2018, the European Commission approved Sony/ATV's outright acquisition of EMI Music Publishing.

History of ATV

Associated Television (ATV) was a British television broadcasting company founded in 1955 by Lew Grade. Over the next two decades, ATV expanded through acquisitions to become an entertainment conglomerate with business lines in the record industry, music publishing and film production.

ATV entered the music industry in 1958 when it acquired 50% of Pye Records, a British record company.^[5] ATV expanded into music publishing in 1966 when it acquired 50% of New World Music and Jubilee Music, subsidiaries of Chappell & Co.^[6] ATV also acquired the other 50% of Pye Records, making it a wholly owned subsidiary of ATV, including Pye Record's publishing subsidiary Welbeck Music.^[7]

John Lennon and Paul McCartney attempted to purchase a controlling interest in Northern Songs in 1969

ATV acquired Northern Songs, publisher of the Lennon–McCartney song catalogue, in 1969.^[8] The catalog featured almost every song written by John Lennon and Paul McCartney. Northern Songs was co-owned by Lennon, McCartney, Brian Epstein and Dick James, who owned a controlling interest. In 1969, James offered to sell his shares to ATV. Lennon and McCartney then attempted to gain a controlling interest in the company.^[8] Their bid to gain control, part of a long and acrimonious fight, failed. The financial clout of Grade, their adversary in the bidding war, ensured that the songs written by the two Beatles passed into the control of ATV.^[8]

In 1970, ATV formed a joint publishing venture with Kirshner Entertainment, called ATV-Kirshner Music.^[9] The partnership agreement expired at the end of 1972 at which time ATV Music was formed to manage all of ATV's publishing interests, including Northern Songs. ATV Music remained a successful organization in the music industry throughout the 1970s, largely due to the performance of Northern Songs. ATV Music also entered into co-publishing agreements with Lennon and McCartney, whose contract with Northern Songs expired in 1973.

While ATV Music was successful, its parent company, now known as Associated Communications Corporation (ACC) began experiencing financial difficulties. From 1978 to 1981, ACC's profits declined due to losses in its film division, and share prices dropped dramatically. The main television arm of ATV lost its government-granted license in its then-current form and was restructured into Central Independent Television. In 1981, Grade entertained offers for Northern Songs, drawing interest from several bidders. McCartney, with Lennon's widow Yoko Ono, offered £21 million but the offer was declined by Grade who decided not to sell Northern Songs separately after other suitors, including CBS Songs, EMI Music Publishing, Warner Communications, Paramount Pictures and the Entertainment Co. showed interest in buying ATV Music as a whole.^[10][11]

Meanwhile, Australian businessman Robert Holmes à Court had been acquiring shares of ACC and launched a takeover bid in earnest in January 1982. Grade resigned as chairman and was replaced by Holmes à Court who successfully acquired a controlling interest in the company.^[12] After Holmes à Court assumed control of ACC, ATV Music was no longer for sale.^[13]

Sale of ATV Music to Michael Jackson in 1985

Michael Jackson acquired ATV Music in 1985 and merged it with Sony a decade later.

During this time, American singer Michael Jackson was recording "Say Say Say" for Paul McCartney's Pipes of Peace album. Jackson stayed at the home of McCartney and his wife Linda during the recording sessions, becoming friendly with both. One evening while at the dining table, McCartney brought out a thick, bound notebook displaying all the songs to which he owned the publishing rights. Jackson grew more excited as he examined the pages. He inquired about how to buy songs and what the songs were used for.^[14] McCartney explained that music publishing was a way to make big money. Jackson replied by telling McCartney that he would buy The Beatles' songs one day. McCartney laughed, saying "Great. Good joke."^[15]

Jackson was first informed that the ATV catalog was up for sale in September 1984 by his attorney, John Branca, who had put together Jackson's earlier catalogue acquisitions. Warned of the competition he would face in buying such popular songs, Jackson remained resolute in his decision to purchase them.^[16][14] Branca approached McCartney's attorney to query whether the Beatle was planning to bid. The attorney stated he wasn't; it was "too pricey."^[16][17] According to Bert Reuter, who negotiated the sale of ATV Music for Holmes à Court, "We had given Paul McCartney first right of refusal but Paul didn't want it at that time."^[18] Lennon's widow, Yoko Ono had been contacted as well but also did not enter bidding.^[17]

The competitors in the 1984 sale of ATV Music included Charles Koppelman and Marty Bandier's New York-based the Entertainment Co., Virgin Records, New York real estate tycoon Samuel J. LeFrak, and financier Charles Knapp. On November 20, 1984, Jackson sent a bid of $46 million to Holmes à Court. Branca suggested the amount of the bid after having spent time evaluating the earnings of the catalogue and learning of another bid for $39 million. Jackson was only interested in the music copyrights, but the package also included buildings, a recording studio and studio equipment. The two sides signed a non-binding memorandum of mutual interest in December 1984 and Jackson's team began a four-month process of verifying ATV Music's legal documents, financial reports, and every significant composition in the nearly 4000-song catalog.^[14]

The two sides began drafting contracts in January 1985 and follow-through meetings began on March 16. Jackson's team described the negotiations as frustrating, with frequent shifts of position by the seller. One Holmes à Court representative described the negotiations as a "game of poker". Jackson's team thought they had reached a deal several times, but new bidders would enter the picture or they would encounter new areas of debate. The prospective deal went through eight drafts. In May 1985, Jackson's team walked away from negotiations after having spent hundreds of hours and over $1 million. In June 1985, they learned Koppelman/Bandier had made a tentative agreement with Holmes à Court to buy the catalog for $50 million.^[14]

But in early August, Holmes à Court contacted Jackson and talks resumed. Jackson only raised his bid to $47.5 million, but he had the advantage of being able to close the deal faster, having completed due diligence of ATV Music prior to any formal agreement.^[14] He also agreed to visit Australia as a guest of Holmes à Court and appear on the Channel Seven Perth Telethon.^[14][18] Holmes à Court included some more assets and agreed to establish a scholarship in Jackson's name at a U.S. university.^[14] Branca closed the deal and purchased ATV Music on Jackson's behalf for $47.5 million on August 10. 1985.^[16][14] In October 1985, Jackson fulfilled his contract provision to visit Perth, Western Australia and appear on the telethon, where he spoke briefly and met with two children.^[14][18]

The only Beatles song in the Northern Songs catalog that was excluded from the sale was "Penny Lane", the rights to which were gifted by Holmes à Court to his then-teenage daughter Catherine before the sale, as it was her favorite Beatles song.^[19][20]

Reactions to the acquisition

In an analysis of the acquisition, the Los Angeles Times noted that if "Yesterday" were to earn $100,000 a year in royalties, the Lennon estate and McCartney would divide 50% of the income; $25,000 each. The publisher, Jackson, would receive the other 50%; $50,000. It was mentioned that "Yesterday" probably earns more than $100,000 a year. The publisher would also control the use of the song in films, commercials and stage productions.^[16][14] Jackson went on to use the Beatles' songs in numerous commercials, feeling that it would enable a new generation of fans to enjoy the music. McCartney, who had himself used the Buddy Holly song catalogue in commercials, felt saddened.^[16] Privately, Jackson was reported to have expressed exasperation at McCartney's attitude; he felt that the musician should have paid for the songs he had written.^[16] At the time, McCartney was one of the richest entertainers in the world, with a net worth of $560 million and a royalty income of $41 million.^[16] Jackson stated, "If he didn't want to invest $47.5 million in his own songs, then he shouldn't come crying to me now."^[16]

Appearing on the Late Show with David Letterman shortly after Jackson died in 2009, McCartney spoke about Jackson's acquisition of the Beatles songs and the impact of it on their relationship:^[21]

And which was, you know, that was cool, somebody had to get it, I suppose. What happened actually was then I started to ring him up. I thought, OK, here's the guy historically placed to give Lennon–McCartney a good deal at last. Cuz we got signed when we were 21 or something in a back alley in Liverpool. And the deal, it's remained the same, even though we made this company the most famous… hugely successful. So I kept thinking, it was time for a raise. Well you would, you know. [David Letterman: Yes, I think so.] And so it was great. But I did talk to him about it. But he kind of blanked me on it. He kept saying, "That's just business Paul." You know. So, "yeah it is", and waited for a reply. But we never kind of got to it. And I thought, mm.... So we kind of drifted apart. It was no big bust up. We kind of drifted apart after that. But he was a lovely man, massively talented, and we miss him.

Ono was pleased that Jackson had acquired Northern Songs and called it a "blessing".^[16] Speaking in November 1990, Ono stated, "Businessmen who aren't artists themselves wouldn't have the consideration Michael has. He loves the songs. He's very caring."^[16] She added that if she and McCartney were to own the songs, there would certainly be arguments. Ono explained that neither she nor McCartney needed that. "If Paul got the songs, people would have said, 'Paul finally got John.' And if I got them, they'd say, 'Oh, the dragon lady strikes again.'"^[16]

The Sony/ATV years

Merger of ATV with Sony Music Publishing in 1995

Michael Jackson record label's owner, US-based media group CBS Corporation, was negotiating the sale of its record division at the end of the 1980s. Sony, which sought to diversify into music, films and games, acquired CBS Records Inc. in January 1988, then changed its name to Sony Music Entertainment Inc. in January 1991 (then Sony Music Holdings Inc. in December 2008). Looking for further opportunities, Sony aimed to expand its music publishing interests and offered Jackson $110 million for a 50% stake in a combined ATV and Sony Music Publishing joint venture. Following hurriedly arranged meetings and disagreements over the selling price, a deal was sealed by Jackson during a concert in Tokyo.^[23] Jackson had essentially sold half ownership of the Beatles' and others' songs for a large profit.^[23] Jackson's own songs, grouped in the Mijac catalog, were not included in the deal; that catalog remained with Warner/Chappell Music until 2012.^[22]

The new company was named Sony/ATV Music Publishing and became the second largest music publisher in the world.^[23] Michael P. Schulhof, President and CEO of Sony Corporation of America, welcomed the merger and praised Jackson for his efforts in the venture. "Michael Jackson is not only the most successful entertainer in history; he is also an astute businessman. Michael understands the importance of copyrights and the role they play in the introduction to new technologies."^[22] He added that Jackson recognises Sony's "leadership in developing and realizing new technologies that serve to expand the creative horizon of artists such as himself".^[22] Administrative expertise was provided by Sony, who installed Paul Russell as chairman. Jackson was a company director and attended board meetings regularly.^[23] As each party in the arrangement held the power of veto, both sides would have to agree on a decision before it could be made. If neither party agreed on a decisions, they would not be implemented.^[23]

In 2006, Sony gained operational control of Sony/ATV and obtained an option to buy half of Jackson's stake in the company at any time for a fixed price of $250 million.^[24][25][26]

Catalog acquisitions (2001–2007)

Sony/ATV Music Publishing continued to acquire song catalogues in the 21st century.

In November 2001, the company signed country singer Tony Martin to an exclusive songwriting and co-publishing deal. Through the deal, they acquired Martin's Baby Mae Music catalog of 600 songs, which includes Joe Diffie's "Third Rock from the Sun" and Jeff Carson's "Not on Your Love".^[27]

In July 2002, Sony/ATV Music Publishing bought veteran country music publisher Acuff-Rose Music for $157 million. The venture included music publishing rights to 55,000 country music songs, including the music of Hank Williams, The Everly Brothers and Roy Orbison,^[28][29] and the master recordings of the defunct label Hickory Records. Sony/ATV revived Hickory Records as the in-house record label imprint in 2007, with distribution handled by Sony Music's RED Distribution.^[30] Sony/ATV also owns the masters of Dial Records, Four Star Records and Challenge Records.^[31]

Another company acquisition was made in 2007, when Sony/ATV purchased Famous Music, a music publishing business with song catalogue of more than 125,000 songs including "Moon River" and "Footloose", for $370 million. The deal, sought by Viacom, included the assumption of around $30 million of debt. The song catalogue also includes the hits of Eminem, Akon, Linda Perry, Björk, Shakira and Beck, as well as music from films released by Viacom divisions Paramount Pictures (which had founded Famous Music in 1928) and DreamWorks Pictures.^[32][33]

Notable administration and distribution deals

Digital sheet music provider Musicnotes.com announced in June 2006 that it had signed a long-term distribution agreement with Sony/ATV Music Publishing. Musicnotes.com would produce and sell digital sheet music and guitar tablature for songs from Sony/ATV's extensive catalog.^[34] "As a music publisher, we are always looking for new and innovative ways to promote our songs and songwriters," Sony/ATV chairman and chief executive David Hockman announced in a statement.^[34]

On June 27, 2017, Sony/ATV agreed to administer the music publishing rights of French motion picture company EuropaCorp, soon after acquiring 1,500 music copyrights from the studio.^[35] Other major studios that rely on Sony/ATV's administration include Paramount, Nickelodeon, MTV Networks, Showtime, CBS, and DreamWorks (all since the Famous Music acquisition); Sony Pictures, 20th Century Fox, A+E Networks, Endemol Shine Group, Hit Entertainment, ITV Studios, and Metro-Goldwyn-Mayer.^[36]

Takeover of EMI Publishing in 2012

In November 2011, Citigroup announced a deal to sell EMI in two pieces. Recorded music went to Vivendi's Universal Music Group for $1.9 billion. EMI Music Publishing went to a Sony/ATV-led consortium for around $2.2 billion.^[37] Other members of the Sony consortium included the Michael Jackson Estate (about 10% ownership), US media billionaire David Geffen, US investment firm Blackstone and Abu Dhabi state-owned investment fund Mubadala.^[38] The deal won European Union approval in April 2012,^[39] on conditions some catalogs are divested.^[40] The global publishing rights for Famous Music UK and Virgin Music were sold to BMG Rights Management in December 2012 for $150 million.^[41]

While Sony/ATV acquired about 30% of EMI Publishing, it put up a much lower cash contribution. In exchange, it agreed to administer the entire catalog. Sony/ATV became the largest music publisher administrator company in the world with more than 3 million songs^[42] and estimated revenues of over US$1.25 billion per year.^[43] Since 2012, Sony/ATV has administered Jackson's other publishing firm, Mijac, which includes songs written by Jackson himself (and others), and which used to be administered by competitor Warner/Chappell Music.^[44]

Acquisition of Jackson's stake by Sony in 2016

On October 8, 2015, it was reported that Sony would sell its 50% stake in Sony/ATV Music Publishing to the Michael Jackson Estate.^[45][46][47] Contrary to those reports, in October 2015, it was reported that a clause had been triggered in the agreement between Sony and the estate of Michael Jackson, allowing Sony to make a takeover bid for the Sony/ATV stake held by the estate of Michael Jackson, or vice versa. Billboard felt that Sony acquiring the estate's stake was the most likely outcome, noting the potential revenue the library could bring in regards to licensing for on-demand music streaming services.^[48]

On March 14, 2016, Sony announced that it will acquire the Jackson estate's stake in Sony/ATV in a deal valued at around $750 million, pending regulatory approval. The Jackson estate will retain a 10% stake in EMI Music Publishing, and its ownership of Mijac Music, which holds the rights to Michael Jackson's songs and master recordings. Sony Entertainment CEO Michael Lynton stated that the purchase would "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." The revenue will primarily be used to pay off the estate's $250 million in debt, with the remainder to be placed in trust for Jackson's children. The deal was completed September 30, 2016.^[4]

Acquisition of 60% of EMI Publishing in 2018

In March 2018, media reported that Mubadala Investment Co., an Abu Dhabi sovereign wealth fund who was one of the buyers of EMI Publishing in 2012, has held talks with Sony and approached other possible buyers to sale its entire stake. Mubadala is reportedly seeking a valuation of at least $4 billion, almost twice what the Sony-led group paid six years ago.

On May 22, 2018, Sony announced it signed a legally binding memorandum of understanding ("MOU") for the sale of the Mubadala consortium's approximately 60% equity interest in EMI Music Publishing to Sony Corporation of America, a wholly owned subsidiary of Sony, for $2,3 billion, based on an enterprise value of $4.75 billion. Assuming the transaction goes through (it is subject to certain closing conditions, including regulatory approvals), Sony will indirectly own approximately 90% of EMI Music Publishing.

In July 2018, Sony/ATV bought out the Jackson estate's stake in EMI for $287.5 million. Sony has agreed to pay $2.3 billion to acquire EMI, as well as assume EMI’s debt of $1.359 billion. With Sony and Jackson’s share valued at $1.091 billion that gives EMI Music Publishing a valuation of $4.75 billion.^[49] Sony has declined to offer any concessions to the European Commission.^[50]

Other developments

Death of Michael Jackson

Upon his death, Jackson's entertainment attorney, Joel Katz, commented on the singer's work as a businessman. "Michael Jackson was a perfectionist and his business affairs are worldwide. Many of them are quite ongoing and will be dealt with appropriately."^[51] Ivan Thornton, a private-wealth adviser who worked with Jackson and his family, also commended the business side of the musician. "His business mind was fascinating. We'd go to meetings with bankers and Wall Street people and once I explained the language to him, he totally got it. There was no formal education there, but his natural knack was off the charts."^[51]

Ownership of the Beatles songs

In May 2001, Jackson denied rumours that he was planning to sell the Beatles' song catalogue. Rumours had circulated that the singer was to sell them in order to finance the upkeep of Neverland Ranch and to cover legal bill expenses.^[52] The singer announced in a statement, "I want to clarify a silly rumour – The Beatles catalogue is not for sale, has not been for sale and will never be for sale."^[52]

Following Jackson's death in June 2009, there were reports that Jackson had left the Beatles catalogue to McCartney in his will, having added it just five months before. (Jackson was reportedly expecting to die before McCartney despite being 16 years his junior due to various health problems.)^[53] However, it was later revealed that Sony/ATV Music Publishing would keep control of the Beatles' songs.^[51]

On 18 January 2017, McCartney filed a suit in United States district court against Sony/ATV Music Publishing seeking to reclaim ownership of his share of the Lennon–McCartney song catalogue beginning in 2018. Under US copyright law, for works published before 1978 the author can reclaim copyrights assigned to a publisher after 56 years.^[54][55] McCartney and Sony agreed to a confidential settlement in June 2017.^[56][57]

Valuation

Relevant value

A recent and relevant valuation is tied to Sony's acquisition of Jackson estate's stake in the company, completed on September 30, 2016^[1][4] for $750 million. This values Sony/ATV at between $2.2 to $2.4 billion (including debt).

Previous estimates

Before the 2016 transaction with Sony, the reported value of Sony/ATV Music Publishing has varied across time and sources. Such valuations are uncertain, as illustrated by their wide variations, given a lack of actual transactions.

• In 2002, Forbes magazine estimated Jackson's 50% stake in the company, along with other music publishing ventures, to be worth $450 million.^[58]


• The organization was valued at $700 million in 2003.^[59]


• Industry experts valued the catalogue at between $600 million and $1 billion in 2004, based on the sales of rival catalogues.^[60] Charles Koppelman, a veteran music industry executive, stated that $1 billion was more reflective of Sony/ATV Music Publishing's worth.^[60] "Buyers would be lining up around the block if it were ever put up for sale," he said. "And I'd be in the front of the line."^[60]


• In 2005, Jackson's defense attorney, Thomas Mesereau, claimed that the song catalogue had been valued at between $4 billion and $5 billion.^[61]


• As of 2007, Jackson's own financial documents stated that his 50% share of the catalogue was worth $390.6 million,^[62] which would have made the entire catalogue worth $781.2 million.


• In 2009, the value of the company was further estimated by Ryan Schinman, chief of Platinum Rye, to be $1.5 billion.^[63]

See also

• List of Sony/ATV Music Publishing artists


• Hickory Records

Notes

References

• 
  Guest, Lynton (2006). The Trials of Michael Jackson. Aureus Publishing. ISBN 1-899750-40-1.
  


• 
  Taraborrelli, J. Randy (2004). Michael Jackson: The Magic and the Madness. Terra Alta, WV: Headline. ISBN 9781559720649.
  

External links

• Official Sony/ATV Music Publishing website