STATEMENT FROM THE ESTATE TO MICHAEL'S FANS
STATEMENT FROM THE ESTATE TO MICHAEL'S FANS
As you may recall, last October Sony triggered the "buy-sell" clause in the partnership agreement which provides for one partner to buy out the share of the other at the highest possible price. As has now been announced, the Estate and Sony have signed a memorandum of understanding for Sony to purchase the Estate's interest in Sony/ATV. A copy of the official press release is also being sent to you. In the intervening months, we explored several options that would have positioned the Estate as the buyer, rather than Sony, and we had substantial interest from potential partners to work with us in doing so. Ultimately, however, Sony's offer was in the best interest of Michael's children and we made the difficult decision to accept that offer. The arrangements will further secure the financial future of Michael's heirs. The amount that Sony is paying, $۷۵۰ million, is a substantial premium on the Estate's interest in the company after taking into account the debt of the company, the Purchase Option and other adjustments required under the partnership agreement. It is also a huge testament to Michael's business acumen that his original investment appreciated so substantially over the last ۳۰ years.
There are several reasons that led to our decision. We will use a portion of the proceeds to repay the loan balance on monies borrowed by Michael and secured by his interest in Sony/ATV which means that after starting with more than $۵۰۰ million in debt seven years ago, the Estate is now completely debt free with substantial assets in cash and other property. The balance of the proceeds from this sale, after taxes, fees and expenses, will be held by the Estate and ultimately will be transferred to a trust for the benefit of Michael's beneficiaries. Furthermore, the transaction allows the Estate to diversify assets which, to date, have been highly concentrated in music intellectual property.
We would like to underline that the sale has no effect whatsoever on the ۱۰۰% ownership of the publishing on all of the songs that Michael wrote, which all remain part of Mijac Music, as well as those songs written by many of Michael's favorite songwriters, that he acquired outside of Sony/ATV. These songs include "After Midnight", "Love Train", "I Got A Woman", "When A Man Loves A Woman", "People Get Ready", "Great Balls of Fire", "Runaround Sue", the entire Sly and the Family Stone catalog and other songs. The Estate also continues to own its ۱۰۰% interest in all of Michael's solo master recordings and short films. There is no intention of selling any of these wholly-owned assets.
While the sale of Michael's interest in Sony/ATV is bittersweet for all of us - especially for those of us involved in helping Michael create this company back in ۱۹۹۵, the fact that we are even in this position in the first place further validates Michael's foresight and genius in investing in music publishing. As we noted in the official press release, Michael's ATV catalogue, purchased in ۱۹۸۵ for a net acquisition cost of $۴۱.۵ million was the cornerstone in the ۱۹۹۵ formation of Sony/ATV and, as evidenced by the value of this transaction, is still considered one of the smartest investments in music history.
We are aware that some fans were hoping that the Estate would be the buyer of Sony's share in Sony/ATV, rather than the reverse. That was our goal as well when we started on this path last year, but ultimately, Sony's offer made more sense for the reasons outlined above. We are dedicated to protecting and growing Michael's legacy, and maximizing the value of his Estate for the benefit of his children. This sale allows us to protect the assets most dear to Michael (his own songs and those he acquired and retained outside of Sony/ATV), close out his debts, and continue to grow his legacy for future generations.
You can read the press release here.
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NEW YORK, March ۱۴, ۲۰۱۶ /PRNewswire/ -- Sony Corporation ("Sony") and the Estate of Michael Jackson ("the Estate") announced today that Sony Corporation of America ("SCA"), Sony's wholly owned subsidiary, signed a binding memorandum of understanding ("MOU") with the Estate to obtain full ownership of Sony/ATV Music Publishing LLC ("Sony/ATV") by acquiring the ۵۰% interest in Sony/ATV held by the Estate.
The MOU calls for total payments of ۷۵۰ million U.S. dollars, which includes a lump sum payment by SCA of approximately ۷۳۳ million U.S. dollars as well as distributions previously committed to by Sony/ATV to be paid to the Estate. The payment also reflects certain contractual and accounting adjustments related to the Sony/ATV joint venture and other commercial opportunities involving Sony and the Estate.
The sale is the culmination of a process that began in September ۲۰۱۵ when Sony exercised a right that has existed since the joint venture was formed by Michael Jackson and Sony in ۱۹۹۵. This right allows for one partner to purchase the other partner's interest pursuant to a procedure outlined in the Sony/ATV operating agreement.
The parties expect to execute a definitive agreement by March ۳۱, ۲۰۱۶. The closing of the transaction is subject to certain closing conditions, including regulatory approvals. Sony expects that this transaction will have no material impact on its consolidated results forecast for the fiscal year ending March ۳۱, ۲۰۱۶, and its impact on Sony's consolidated financial results for the fiscal year endingMarch ۳۱, ۲۰۱۷ is currently being evaluated.
"The entertainment businesses have long been a core part of Sony and are a key driver of our future growth," said Kazuo Hirai, President and CEO of Sony Corporation. "This agreement further demonstrates Sony's commitment to the entertainment businesses and our firm belief that these businesses will continue to contribute to our success for years to come."
The Estate noted that the transaction will not affect its continuing substantial interests in other music assets, including all of Michael Jackson's master recordings as well as Mijac Music, the publishing company that owns all of the songs written by Michael Jackson as well as songs by some of his favorite songwriters and artists that were acquired by Michael during his life. In addition, the Estate will also retain its ownership interest in EMI Music Publishing.
"This transaction further allows us to continue our efforts of maximizing the value of Michael's Estate for the benefit of his children," said John Branca and John McClain, Co-Executors of the Estate. "It also further validates Michael's foresight and genius in investing in music publishing. His ATV catalogue, purchased in ۱۹۸۵ for a net acquisition cost of $۴۱.۵ million, was the cornerstone of the joint venture and, as evidenced by the value of this transaction, is considered one of the smartest investments in music history."
"When Sony first partnered with Michael Jackson ۲۱ years ago to create Sony/ATV Music Publishing, we knew that this company had the ability to reach great heights," said Michael Lynton, CEO of Sony Entertainment, Inc. "This acquisition will 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. We want to express our gratitude to the Estate of Michael Jackson and to the Jackson family for their years of partnership. All of us at Sony look forward to continuing to work with the Estate to further Michael Jackson's legacy in many different ways."