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Warner Music wins Parlophone with $765M offer

by Richard Morgan  |  Published February 8, 2013 at 9:34 AM
Warner Music Group Corp. elbowed aside a rival combine of Sony Corp. and BMG Rights Management GmbH to win an agreement Thursday to buy the Parlophone Label Group for $765 million in cash.

WMG's agreement with Vivendi SA's Universal Music Group stemmed from regulatory conditions reached with the European Commission in September that allowed UMG to proceed with its acquisition of EMI Recorded Music for $1.9 billion. One of those conditions required UMG to sell Parlophone and several other recorded-music operations; another called for two-thirds of the recorded-music assets being jettisoned for regulatory reasons to be sold in one tranche.

Thursday's agreement promises to satisfy the bulk of EC conditions placed on UMG, although certain smaller labels such as Sanctuary are still for sale. UMG, which had the world's largest recorded-music operation even before receiving approval in September for additional growth through acquisition, will be left with EMI labels such as Blue Note, Capitol, Capitol Nashville, Christian Music Group and Virgin, and geographic regions such as Australia, Austria, Canada, Germany, Holland, Italy, Japan, South Africa, Switzerland and Latin America.

On taking over PLG, Warner will gain the Parlophone, Chrysalis and Ensign labels as well as EMI's recorded-music operations in Belgium, Czech Republic, Denmark, France, Norway, Portugal, Spain, Slovakia and Sweden.

As for the split of EMI artists, UMG gets to keep The Beatles, The Beach Boys, Katy Perry, Robbie Williams, Lady Antebellum, Norah Jones, Smashing Pumpkins, Keith Urban, Frank Sinatra and others. Additions to WMG include Air, Coldplay, Daft Punk, Deep Purple, Duran Duran, Edith Piaf, Gorillaz, Jethro Tull, Kylie Minogue, Pet Shop Boys, Pink Floyd, Radiohead and others.

UMG chairman and chief executive Lucian Grainge said that, following the transaction, his company would "continue with our global reinvestment program that is rebuilding EMI and ensuring that the company is able to reach its full potential." Len Blavatnik, the founder, owner and chairman of Access Industries Inc., promised that incoming PLG artists would find a "most supportive and innovative home" at WMG, which he acquired in May 2011 for $3.3 billion.

WMG's winning bid of $765 million is about 20% more than a consensus valuation initially placed on PLG's recorded-music assets. It's noteworthy, too, for cementing Blavatnik's reputation as a placer of big bets on a digital-led rebound in music. In addition to WMG, he recently invested $130 million in European music service Deezer and even has a stake in Spotify Inc.

With PLG, though, Blavatnik stands to secure a near perfect complement for WMG. For more than a decade, a tie-up of WMG and EMI has been universally heralded -- despite never being consummated -- for marrying the former's strength in the U.S. with the latter's dominance in Europe.

Now, despite paying a full price, WMG is getting the precise match-up it has long coveted. And it's doing so without having to spend a year, as UMG did, in what one auction participant called "regulatory hell."

The promise of PLG may even have moved WMG to bring the auction managed by Goldman Sachs Group Inc. and Bank of America Merrill Lynch to an early close. One source close to the process thought its conclusion was still a week away but speculated WMG demonstrated it was willing to pay for synergies that rival bidder Sony BMG simply couldn't obtain.

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Tags: Access Industries Inc. | Bank of America Merrill Lynch | BMG Rights Management GmbH | Deezer | EMI Recorded Music | Goldman Sachs Group Inc. | Len Blavatnik | Lucian Grainge | Parlophone Label Group | Sony Corp. | Spotify Inc. | Universal Music Group | Vivendi SA | Warner Music Group Corp.

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