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, $750 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 30 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 $500 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 100% 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 100% 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 1995, 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 1985 for a net acquisition cost of $41.5 million was the cornerstone in the 1995 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.