Clifford Chance, Freshfields and SJ Berwin advise on EMI sell-off

Private equity house Terra Firma bought EMI in 2007 for £4.2bn but failed to keep up its debt repayments and Citigroup, which provided financing on the deal, took control of the music company in February 2011.

EMI is now set to be split in two with Vivendi’s Universal Music paying $1.9bn for the company’s recorded music division and a Sony-led consortium offering $2.2bn for its publishing arm. The Sony-led consortium also includes the estate of Michael Jackson, Blackstone Group’s GSO Capital Partners, Jynwel Capital Limited, Mubadala Development Company and record executive David Geffen.

The deals are still subject to regulatory approval.

Clifford Chance was lead legal adviser to Citigroup for the deals. Global head of corporate Matthew Layton led on the deal, assisted by partners Daniel Kossoff – who also advised Citigroup on its acquisition of EMI from the administrator in February - and Rob Crothers.

Freshfields advised EMI on both sales, with Brussels partner Thomas Janssens, London partners Sarah Falk and Simon Marchant, and Washington partners Paul Yde, Greg May and Tom Ensign leading on the deal.

SJ Berwin acted for Universal Music on its acquisition of EMI’s recorded music division. SJ Berwin’s team comprised managing partner Rob Day, corporate partner William Holder, European head of competition Stephen Kon, as well as EU and competition partner Philipp Girardet, and tax partner Gareth Amdor.

Dewey & LeBoeuf was the lead firm advising the Sony-led consortium on the acquisition of EMI’s publishing arm. Baker & McKenzie also provided tax advise to Sony and Mubadala, with US partners Thomas May and Jonathan Stevens, and London partner Alex Chadwick leading on the deal, while Cleary Gottlieb Steen & Hamilton is advising on the EU and international antitrust issues. Cleary’s team in London and Brussels is led by partners Nicholas Levy and Thomas Graf.