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Citigroup Sells EMI in Parts for $4.1 Billion to Vivendi, Sony

Date: 12-Nov-2011

BLOOMBERG NEWS

By Matthew Campbell, Amy Thomson and Andy Fixmer

Citigroup Inc. (C) agreed to sell EMI Group’s recorded music and publishing businesses in separate transactions for a combined $4.1 billion.

Vivendi SA (VIV)’s Universal Music Group will buy EMI’s record labels, home to Katy Perry and Coldplay, for 1.2 billion pounds ($1.9 billion), and a Sony Corp (6758).-led group that includes billionaire David Geffen will pay $2.2 billion for the publishing unit, according to statements yesterday.

The breakup of London-based EMI, the 114-year-old music company that owns Abbey Road Studios, sells Beatles albums and publishes songs written by the late Amy Winehouse, ends a nine-month bidding war. Citigroup, the New York-based lender, seized EMI in February after investor Guy Hands fell out of compliance with loan covenants.

“The two companies coming in to buy the asset know themusic industry well; they’re not going to have any false pretenses about what will or won’t happen,” said Ben Rumley, an analyst at Enders Analysis in London. “We might be getting close to the point where the decline, in the recorded side at least, is ending.”

The auction had a surprise ending, with the two winning bids outstripping rivals who had been in the lead for much of the process.

Warner Music Group, owned by billionaire Len Blavatnik, offered $1.5 billion to $1.6 billion for EMI’s recorded arm, people with knowledge of the situation said last month. Sony was vying with BMG Rights Management GmbH, the music company controlled by KKR & Co., which had bid $1.8 billion to $2 billion for publishing, people said then.

Credit Markets

Uncertainty in credit markets worked in Sony’s favor, because the private-equity suitors rivals for the publishing business depended on higher debt leverage and could extract fewer cost savings, said Rob Wiesenthal, chief financial officer of the Tokyo’based company’s U.S. unit.

“It accrued to our advantage,” Wiesenthal said in an interview. “While credit markets fluctuated, we were able to secure soverign entities, which are long-term holders.”

The Universal transaction values EMI’s recorded-music arm at about seven times earnings before interest, taxes, depreciation and amortization and before synergies, Paris-based Vivendi said in a statement.

Citigroup, based in New York, agreed to assume liability for employee pensions and any litigation with Hands’ Terra Firma Capital Partners, said two people with knowledge of the talks. Universal Music will assume all risk related to regulatory approval, said the people, who weren’t authorized to talk publicly.

Geffen Role

Vivendi plans to finance the purchase with existing credit lines and a 500 million euro sale of non-core assets of Vivendi and Universal Music, the world’s largest music company.

“Universal will go from being the largest recorded music company to significantly the largest recorded music company,”Rumley said. “Universal can generate huge economies of scale.”

The Sony group, including the Mubadala Development Co. sovereign fund of Abu Dhabi, secured financing of more than $500 million from Blackstone Group LP (BX)’s GSO unit, people with knowledge of the talks said. Geffen, 68 and based in Los Angeles, made his fortune founding and selling Asylum Records and Geffen Records.

Sony/ATV Music Publishing, the joint venture formed in 1995 that is co-owned with Michael Jackson’s estate, will oversee the world’s second-biggest music catalogue. Martin Bandier, Sony/ATV’s chairman and CEO since 2007, had previously overseen EMI publishing.

Song Value

“This is the greatest grouping of songs from every decade,” Martin Bandier, chairman and CEO of Sony/ATV, said in an interview. Bandier had previously overseen EMI publishing.“It was a real advantage for us and our investor group to have a sense of the value of these songs and the potential that is yet untapped.”

Music was the second-biggest contributer of operating income after financial services at Tokyo-based Sony during the fiscal year ended in March.

The expanding girth of Universal Music and Sony will likely draw the attention of regulators, said Makan Delrahim, a former deputy assistant attorney general for antitrust under President George W. Bush. Sony’s music publishing business may draw more interest, he said.

“That is a very concentrated industry,” Delrahim said in an interview. “That’s where you’re going to see much more scrutiny.”

Opposition in Europe

Impala, the European trade group that represents independent music companies, said it will oppose the deal.

The combination of EMI’s record label with Universal will ultimately be good for the industry and musicians, Vivendi Chief Executive Officer Jean-Bernard Levy said.

“We are very confident that this transaction will be approved by the regulators,” Levy said on a conference call.“We expect to have a very deep and fruitful dialogue with them, and we believe we have very strong arguments.”

Legal music-streaming services such as Spotify and Apple Inc. (AAPL)’s iTunes have helped record labels blunt the effect of plummeting CD sales, reviving investor interest in the sector.

Industry wide, sales of record albums, which include digital downloads, compact discs, some vinyl LPs and cassettes, are up 3 percent, according to Nielsen SoundScan, the music industry’s sales tracking system. A total of 255 million albums have been sold in the U.S. so far this year, compared with 247 million this time last year. At this point last year, overall album sales were down 13 percent from the previous year.

Digital Sales

Sean Parker, whose Napster music-sharing service helped destroy music companies’ traditional business models, said this year that labels were “dramatically undervalued” and were poised to make gains as a result of new online applications.

EMI is the second major music label to change hands this year. Blavatnik acquired New York-based Warner Music in May for about $3.3 billion, including $1.99 billion in debt after a three-month auction.

Citigroup slashed the value of what it was owed on EMI to 1.2 billion pounds from 3.4 billion pounds after the February takeover.

Vivendi and Universal Music were advised by Allen & Co. and the law firm SJ Berwin, according to their statement.

Sony’s group was advised by Joe Ravitch’s Raine Group, Peter J. Solomon Co., UBS Investment Bank and Guggenheim Securities LLC. UBS led the lending group and legal advice was provided by Dewey & LeBoeuf LLP and Weil Gotshal & Manges LLP.

Citi Global Banking acted as financial adviser to Citigroup and EMI, while Clifford Chance LLP, Shearman & Sterling LLP and Freshfields Bruckhaus Deringer LLP served as legal advisers.

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