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Shearman & Sterling, SJ Berwin and Debevoise & Plimpton are among a raft of firms to have won roles on a deal that sees Warner Music Group buy the British music label which signed the Beatles, Parlophone Label Group, from Universal Music Group for £487m.
The all-cash transaction will see artists from Parlophone, which include Coldplay, Radiohead and Kylie Minogue, join New York-headquarted music empire Warner Music.
However, the Beatles catalogue was excluded from the sale and retained by Universal, which acquired EMI and its labels, including Parlophone, in September, as was Robbie Williams, the Beach Boys, Norah Jones and Smashing Pumpkins.
SJ Berwin advised longstanding client Universal on the sale. London corporate partners Will Holder and Mark Sanders led on the deal alongside EU and competition partners Stephen Kon and Philipp Girardet. The team also included lawyers from SJ Berwin’s commercial, employment, IP, tax and litigation teams across Paris, where corporate partner Etienne Boursican led, Frankfurt, where corporate partner Michael Cziesla advised on German aspects of the deal, and Brussels.
The London and New York offices of Shearman advised Universal subsidary Vivendi on the sale, led by London corporate partner Jeremy Kutner and New York corporate partner Clare O’Brien.
Meanwhile, Warner Music, which is owned by Russian billionaire Len Blavatnik, turned to US firm Debevoise for US law advice on the transaction. New York corporate head Jeffrey Rosen led a team that included corporate partners Kevin Rinker, Pierre Maugüé and Matthew Kaplan and tax partner David Schnabel.
Warner is understood to have beaten bids from Simon Fuller, who founded the American Idol TV show, as well as Island Records’ founder Chris Blackwell.
While none of Debevoise’s London partners advised Warner on the sale, the music giant did turn to a London team from Olswang, with London corporate partner Stephen Hermer taking the lead.
Warner obtained commitments to finance this transaction through a new term loan facility provided through Credit Suisse, Barclays, UBS, Macquarie and Nomura. It is expected to close in mid-2013, subject to certain regulatory approvals.
Background to this deal:
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. Months later EMI was 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. SJ Berwin acted for Universal Music on its acquisition of EMI’s recorded music division, with a team led by managing partner Rob Day, corporate partner William Holder, European head of competition Stephen Kon, EU and competition partner Philipp Girardet, and tax partner Gareth Amdor (15 November 2011).
Debevoise has advised Warner Music on a number of matters in the past, including in its offering of $500m of 6 per cent senior secured notes due 2021 and €175m of 6.25 per cent senior secured notes due 2021 and related refinancing transactions.