|Limited liability company|
|Headquarters||550 Madison Avenue,|
| Michael Jackson |
(Chairman and CEO)
|Parent||Sony Entertainment Inc.|
|Subsidiaries|| EMI Music Publishing |
Sony/ATV Music Publishing is an American music publishing company owned by Sony Entertainment. The company was formed in 1995 with the merger of Sony Music Publishing and ATV Music, which was owned by entertainer Michael Jackson. Jackson had purchased ATV Music, which included the Lennon–McCartney song catalog, in 1985.
In the music industry, a music publisher is responsible for ensuring the songwriters and composers receive payment when their compositions are used commercially. Through an agreement called a publishing contract, a songwriter or composer "assigns" the copyright of their composition to a publishing company. In return, the company licenses compositions, helps monitor where compositions are used, collects royalties and distributes them to the composers. They also secure commissions for music and promote existing compositions to recording artists, film and television.
Sony Entertainment, Inc. is an American global entertainment company established in 2012. It focuses on Sony's motion picture, television, and music businesses. It is currently the world's seventh largest entertainment company in terms of revenue, alongside AT&T, Comcast, The Walt Disney Company, 21st Century Fox, Fox, Viacom and CBS Corporation.
Mergers and acquisitions (M&A) are transactions in which the ownership of companies, other business organizations, or their operating units are transferred or consolidated with other entities. As an aspect of strategic management, M&A can allow enterprises to grow or downsize, and change the nature of their business or competitive position.
In 2012, an investor consortium led by Sony/ATV Music Publishing acquired EMI Music Publishing to become the largest music publishing administrator in the world, with a library of over three million songs. In 2016, Sony bought the Jackson estate's 50% stake in Sony/ATV.
EMI Music Publishing Ltd. is a multinational music publishing company headquartered in London, United Kingdom. It is fully owned by Sony/ATV Music Publishing and forms part of the largest music publishing corporation in the world.
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.
Associated Television (ATV), a former British television company, was awarded the franchise by the Independent Television Authority (ITA) to provide the Independent Television service at weekends for the London region. This service started on Saturday, 24 September 1955 and was extended until Sunday, 28 July 1968. ATV was also awarded the franchise to provide the weekdays Independent Television service for the Midlands region. This service started on Friday, 17 February 1956 and was extended until Monday, 29 July 1968.
Lew Grade, Baron Grade, OStJ, KC*SS, born Louis Winogradsky, was a British media proprietor and impresario.
ATV entered the music industry in 1958 when it acquired 50% of Pye Records, a British record company.ATV expanded into music publishing in 1966 when it acquired 50% of New World Music and Jubilee Music, subsidiaries of Chappell & Co. 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.
Pye Records was a British record label. Its best known artists were Lonnie Donegan (1956–69), Petula Clark (1957–71), The Searchers (1963–67), The Kinks (1964–71), Sandie Shaw (1964–71), Status Quo (1968–71) and Brotherhood of Man (1975–79). The label changed its name to PRT Records in 1980, before being briefly reactivated as Pye Records in 2006.
Chappell & Co. was an English company that published music and manufactured pianos.
ATV acquired Northern Songs, publisher of the Lennon–McCartney song catalogue, in 1969.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. 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.
Northern Songs Ltd was a limited company founded in 1963, by music publisher Dick James, artist manager Brian Epstein, and songwriters John Lennon and Paul McCartney of the Beatles to publish songs written by Lennon and McCartney. In 1965, it was decided to make Northern Songs a public company, to reduce their income tax burden.
Lennon–McCartney was the songwriting partnership between English musicians John Lennon and Paul McCartney of the Beatles. It is one of the best known and most successful musical collaborations in history, with the Beatles selling over 600 million records, tapes and CDs as of 2004. Between 5 October 1962 and 8 May 1970, the partnership published approximately 180 jointly credited songs, of which the vast majority were recorded by The Beatles, forming the bulk of their catalogue.
John Winston Ono Lennon was an English singer, songwriter, and peace activist who co-founded the Beatles, the most commercially successful band in the history of popular music. He and fellow member Paul McCartney formed a much-celebrated songwriting partnership. Along with George Harrison and Ringo Starr, the group would ascend to worldwide fame during the 1960s. After the group disbanded in 1970, Lennon pursued a solo career and started the band Plastic Ono Band with his second wife Yoko Ono.
In 1970, ATV formed a joint publishing venture with Kirshner Entertainment, called ATV-Kirshner Music.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.
Donald Clark Kirshner, known as The Man With the Golden Ear, was an American music publisher, rock music producer, talent manager, and songwriter. He was best known for managing songwriting talent as well as successful pop groups, such as The Monkees, Kansas, and the Archies.
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.
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.After Holmes à Court assumed control of ACC, ATV Music was no longer for sale.
In 1981, American singer Michael Jackson collaborated with Paul McCartney, writing and recording several songs together. 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 how the songs were used.McCartney explained that music publishing was a lucrative part of the music business. Jackson replied by telling McCartney that he would buy the Beatles' songs one day. McCartney laughed, saying "Great. Good joke."
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.Branca approached McCartney's attorney to query whether the Beatle was planning to bid. The attorney stated he wasn't; it was "too pricey." 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." Lennon's widow, Yoko Ono had been contacted as well but also did not enter bidding.
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.
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.
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. He also agreed to visit Australia as a guest of Holmes à Court and appear on the Channel Seven Perth Telethon. Holmes à Court included some more assets and agreed to establish a scholarship in Jackson's name at a U.S. university. Branca closed the deal and purchased ATV Music on Jackson's behalf for $47.5 million on August 10. 1985. 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.
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.
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. million and a royalty income of $41 million. 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."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. At the time, McCartney was one of the richest entertainers in the world, with a net worth of $560
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:
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".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." 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.'"
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. Looking for further opportunities, Sony aimed to expand its music publishing interests. CBS Records acquired the Nashville music publisher Tree International Publishing in 1989.In addition to publishing agreements with Sony Music recording artists, further acquisitions included the Fred Fisher publishing catalog of 3,000 songs and Nile Rodgers' Chic Music, Inc.
In 1995, Sony 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. Jackson had essentially sold half ownership of the Beatles' and others' songs for a large profit. Jackson's own songs, grouped in the Mijac catalog, were not included in the deal; that catalog remained with Warner/Chappell Music until 2012.
The new company was named Sony/ATV Music Publishing and became the second largest music publisher in the world.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." 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". Administrative expertise was provided by Sony, who installed Paul Russell as chairman. Jackson was a company director and attended board meetings regularly. 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.
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.
Sony/ATV Music Publishing continued to acquire song catalogs 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".
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, 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. Sony/ATV also owns the masters of Dial Records, Four Star Records and Challenge Records.
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.
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."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.
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.Other major studios that rely on Sony/ATV's administration include Paramount Pictures, Nickelodeon, MTV Networks, Showtime, CBS, and DreamWorks (all since the Famous Music acquisition); Sony Pictures (except the studio's 1993-2012 catalogue, which is owned by Ole Media Management), 20th Century Fox, A+E Networks, Endemol Shine Group, Hit Entertainment, ITV Studios, ITC Entertainment, Metro-Goldwyn-Mayer, United Artists, and Orion Pictures.
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. 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. The deal won European Union approval in April 2012, on conditions some catalogs are divested. The global publishing rights for Famous Music UK and Virgin Music were sold to BMG Rights Management in December 2012 for $150 million.
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 billion per year. 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.and estimated revenues of over US$1.25
In July 2018, Sony/ATV bought out the Jackson estate's stake in EMI for $287.5 million.Sony has declined to offer any concessions to the European Commission.
In November 2018, Sony acquired the Mubadala Investment Company's 60% equity interest in EMI Music Publishing for $2.3 billion, based on an enterprise value of $4.75 billion. After the acquisition, Sony owned 90% of EMI Music Publishing.
In September 2016, Sony acquired the Jackson estate's stake in Sony/ATV in a deal valued at around $750 million. The Jackson estate retained 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. 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.
In 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.McCartney and Sony agreed to a confidential settlement in June 2017.
A recent and relevant valuation is tied to Sony's acquisition of Jackson estate's stake in the company, completed on September 30, 2016for $750 million. This values Sony/ATV at between $2.2 to $2.4 billion (including debt).
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.