Sony/ATV Music Publishing
|Limited liability company|
|Founder||Lew Grade, Baron Grade|
|Headquarters||550 Madison Avenue, New York, United States|
(Chairman and CEO)
|Owner||Sony Music Entertainment (50%)
Estate of Michael Jackson (50%)
The company was originally founded as a division of Associated Television (ATV) in 1955 by Lew Grade. In 1985, Michael Jackson acquired ATV Music Publishing for $47.5 million. Paul McCartney, who had told Jackson about the importance of owning publishing, admitted he felt somewhat undercut by the purchase, because ATV Music Publishing owned the publishing rights to most of the Beatles' songs, although he did not enter the bidding when it came up for sale in 1984.
In December 1995, Michael Jackson agreed to merge ATV Music Publishing with Sony Music Publishing, a division of Sony Corporation, to form Sony/ATV Music Publishing. In 2012 an investor consortium led by Sony/ATV Music Publishing acquired EMI Music Publishing for approximately $2.2 billion. Sony/ATV Music Publishing and EMI Music Publishing now operate as one company, with the former entity administering the catalog of the latter under a complex business structure. Following the acquisition, the company became the largest music publisher in the world, with a library of over 2 million songs under its administration.
On March 14, 2016, Sony announced that it had reached a deal to acquire the Jackson estate's stake in the company.
Sony/ATV was originally founded as a subsidiary of the UK's Associated Television (ATV). ATV operated a commercial television company, broadcasting from 1955 in London (until 1968) and the English Midlands as part of the Independent Television (ITV) network.
Business tycoon Louis Benjamin was involved with Lew Grade as part of one of the three major record companies in the UK at the time. The company was Pye Records which, along with EMI and (the British) Decca Records, accounted for the vast majority of music records sold in the UK. In 1959, ATV acquired 50% of Pye Records. Between them, Grade and Benjamin held most of the shares. ATV Music Publishing was created to exploit the catalogue of songs written by artists on the Pye Record label, and for the themes to ITC and ATV television programmes. The UK rights to some of the rock 'n' roll music from the US were also bought by ATV. Grade established ATV's headquarters alongside those of Pye Records; off Edgware Road, beside the Marble Arch in central London.
The 1950s/1960s was a good period for Grade and his brothers, Bernard Delfont and Leslie Grade, and their companies. Pye Records had major artists of the period under contract. The Searchers, The Kinks, Donovan, Mungo Jerry, and Petula Clark were some of the artists that recorded for Pye Records. Pye also had contracts with several US companies, allowing them to manufacture and distribute records in the UK. Chess Records was among those, and counted Chuck Berry as one of its top artists.
ATV Music acquired the rights to the Lennon–McCartney song catalog, Northern Songs, in 1968. The catalog featured almost every song written by John Lennon and Paul McCartney until The Beatles' legal split in 1971. Northern Songs had been co-owned and administered by Brian Epstein and Dick James. Following Epstein's death in 1967, James put the company up for sale. Lennon and McCartney, upset that the songs they had written were not theirs legally, attempted to gain ownership of the publishing rights. 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 music written by the two Beatles passed into the control of ATV.
ATV Music Publishing remained a successful organization in the music industry throughout the 1970s. Len Beadle, the company's chief executive, signed up many songwriters and bought numerous song catalogs. The catalog acquisitions, along with the continuing royalties from Lennon and McCartney, ensured that large amounts of money were frequently coming in for ATV Music Publishing. Despite the success of the music publishing organization, other ventures formed by Grade were not performing as well. Pye Records, which continued to distribute music from artists such as Carl Douglas and Barry White, was failing to bring in large amounts of money. The main television arm of ATV lost its government-granted license in its then-current form and was restructured into Central Independent Television.
By the mid-1980s, ATV Music Publishing and Pye Records were both up for sale. The companies were bought relatively cheaply by Australian businessman Robert Holmes à Court, who acquired Associated Communications Corporation (the parent company) in 1982, asset-stripped the subsidiaries, and sacked many long serving employees before selling the companies on again. 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 whilst 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. 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."
Jackson was first informed that the ATV catalog was up for sale in Sept. 1984 by his attorney, John Branca, who had put together Jackson's earlier catalog 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.
McCartney had previously attempted to purchase the catalog alongside Ono in 1981. He was offered the catalog for £20 million ($40 million USD) and proposed the pair would each pay £10 million. Ono refused as she thought it was too high a price. McCartney spoke about the offer at a press conference in April 1990, explaining that Ono "actually said 'I think we can get it for 5.' So I said, 'Well ok, you know, let's see what we can do.' And we couldn't." Not wanting to buy the songs himself and potentially be seen as being "grabby" for "owning John Lennon's bit of the songs," McCartney let the offer fall through.
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 catalog 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, some studio equipment and life insurance policies on Beatles members (presumably Lennon's was collected in 1980). The two sides signed a non-binding memorandum of mutual interest in Dec. 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 Jan. 1985 and follow-through meetings began on Mar. 16. Jackson's team described the negotiations as frustrating, with frequent shifts of position by the other side. One Holmes à Court rep 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 Aug., 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 Aug. 10. 1985. In Oct. 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.
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. 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. 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 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".
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, mmm…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 or 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.'"
Merger with Sony
After Jackson's acquisition of ATV Music Publishing, his record label's owner, CBS, was negotiating the sale of its record division in an unrelated deal. The record company was renamed Sony Music Entertainment in 1991. Following hurriedly arranged meetings and disagreements over the selling price, a deal was sealed by Jackson during a concert in Tokyo. Upon seeing the success of this sale, Japanese corporation Sony sought to break away from its core business of hardware manufacturing and diversify into music, films and games. Looking for further opportunities, the company aimed to expand its music publishing interests. The Japanese corporation, since it wanted to diversify in the media, offered Jackson $90 million for a 50% stake in the ATV catalogue via a merger with Sony Music. Through the agreement, Jackson would become one of the most important shareholders in Sony. Jackson gladly accepted; he had essentially acquired half ownership of the Beatles' songs for a large profit. Jackson's own songs were not included in the deal. Sony and ATV having merged, 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 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. 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." 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". In July 2002, Sony/ATV Music Publishing bought veteran country music publisher Acuff-Rose 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, as well as 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.
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.
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." The deal, sought by Viacom, included the assumption of around $30 million of debt. The company purchased the business for $370 million. The song catalogue also includes the hits of Eminem, Akon, Linda Perry, Björk, Shakira and Beck. With this acquisition, Sony/ATV acquired the rights to publish music from films released by Viacom's Paramount Pictures subsidiary, which had founded Famous Music in 1928 to publish music from its films. This also included films released by DreamWorks, which Viacom acquired in 2006.
Death of Michael Jackson, takeover of EMI Publishing
Following Jackson's death in June 2009, there were reports that Jackson had left the Beatles catalog 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.) However, it was later revealed that Sony/ATV Music Publishing would keep control of the Beatles' songs. 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." 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."
In November 2011, Citigroup announced a tentative deal to sell EMI, with the recorded music arm going to Vivendi's Universal Music Group for $1.9 billion and the publishing business going to a Sony/ATV-led consortium for around $2.2 billion. Other members of the Sony consortium include Blackstone and Abu Dhabi-owned investment fund Mubadala. In March 2012, concessions were offered to the European Union to help win approval of the consortium's purchase. The deal won European Union approval on April 19, 2012. As part of the deal, Sony/EMI divested the publishing rights for Famous Music UK and Virgin Music. These catalogues were acquired by BMG Rights Management in December 2012 for $150 million.
In August 2013, it was reported that McCartney and Ono would be able to begin to reclaim the rights to Beatles songs in 2018, as a result of the Copyright Act of 1976, in which the ownership of songs written before 1978 reverts to the songwriter after 56 years. McCartney and Ono (or their estates) will be able to claim full rights to all Beatles songs by 2026.
Sale of Jackson stake
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.
On March 14, 2016, Sony announced that it would acquire the Jackson estate's stake in Sony/ATV in a deal valued at around $750 million, pending regulatory approval. The estate will retain a 10% stake in EMI Music Publishing, as well as a stake in 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 $500 million in debt, with the remainder to be placed in trust for Jackson's children. The deal is slated to be completed by late-2016 or early-2017.
The value of Sony/ATV Music Publishing has varied in reports. In 2002, Forbes magazine estimated Jackson's 50% stake in the company, along with other music publishing ventures, to be worth $450 million. The organization was valued at $700 million in 2003. Industry experts valued the catalogue at between $600 million and $1 billion in 2004, based on the sales of rival catalogues. Charles Koppelman, a veteran music industry executive, stated that $1 billion was more reflective of Sony/ATV Music Publishing's worth. "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." The value of the company was further estimated by Ryan Schinman, chief of Platinum Rye, to be $1.5 billion.
In 2005, Jackson's defense attorney, Thomas Mesereau, claimed that the song catalogue had been valued at between $4 billion and $5 billion. Jackson's own financial documents stated that his 50% share of the catalogue was worth $390.6 million as of 2007, which would have made the entire catalogue worth $781.2 million. When Sony/ATV led the consortium that acquired EMI Music Publishing in 2012 (with Sony/ATV becoming administrator and 38% shareholder), it became the largest publishing company in the world, with more than 2 million songs and estimated revenues of over 1.25 billion dollars per year. As of 2012, Sony/ATV administers Jackson's other publishing firm, Mijac, which includes songs written by Jackson himself (amongst others), and which used to be administered by competitor Warner/Chappell Music.
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