The Less Commonly Told Story of Michael Jackson
In 1981, American singer Michael Jackson collaborated with Paul McCartney, writing and recording several songs together. Jackson stayed at the home of McCartney and his wife Linda during the recording sessions, becoming friendly with both. One evening while at the dining table, McCartney brought out a thick, bound notebook displaying all the songs to which he owned the publishing rights. Jackson grew more excited as he examined the pages. He inquired about how to buy songs and how the songs were used.[12] McCartney explained that music publishing was a lucrative part of the music business. Jackson replied by telling McCartney that he would buy the Beatles' songs one day. McCartney laughed, saying "Great. Good joke."
Jackson was first informed that the ATV catalog was up for sale in September 1984 by his attorney, John Branca, who had put together Jackson's earlier catalogue acquisitions. Warned of the competition he would face in buying such popular songs, Jackson remained resolute in his decision to purchase them. Branca approached McCartney's attorney to query whether the Beatle was planning to bid. The attorney stated he was not; it was "too pricey." According to Bert Reuter, who negotiated the sale of ATV Music for Holmes à Court, "We had given Paul McCartney first right of refusal but Paul didn't want it at that time." Lennon's widow, Yoko Ono had been contacted as well but also did not enter bidding.
The competitors in the 1984 sale of ATV Music included Charles Koppelman and Marty Bandier's New York-based the Entertainment Co., Virgin Records, New York real estate tycoon Samuel J. LeFrak, and financier Charles Knapp. On November 20, 1984, Jackson sent a bid of $46 million to Holmes à Court. Branca suggested the amount of the bid after having spent time evaluating the earnings of the catalogue and learning of another bid for $39 million. Jackson was only interested in the music copyrights, but the package also included buildings, a recording studio and studio equipment. The two sides signed a non-binding memorandum of mutual interest in December 1984 and Jackson's team began a four-month process of verifying ATV Music's legal documents, financial reports, and every significant composition in the nearly 4000-song catalog.
The two sides began drafting contracts in January 1985 and follow-through meetings began on March 16. Jackson's team described the negotiations as frustrating, with frequent shifts of position by the seller. One Holmes à Court representative described the negotiations as a "game of poker". Jackson's team thought they had reached a deal several times, but new bidders would enter the picture or they would encounter new areas of debate. The prospective deal went through eight drafts. In May 1985, Jackson's team walked away from negotiations after having spent hundreds of hours and over $1 million. In June 1985, they learned Koppelman/Bandier had made a tentative agreement with Holmes à Court to buy the catalog for $50 million.
But in early August, Holmes à Court contacted Jackson and talks resumed. Jackson only raised his bid to $47.5 million, but he had the advantage of being able to close the deal faster, having completed due diligence of ATV Music prior to any formal agreement.[12] He also agreed to visit Australia as a guest of Holmes à Court and appear on the Channel Seven Perth Telethon. Holmes à Court included some more assets and agreed to establish a scholarship in Jackson's name at a U.S. university. Branca closed the deal and purchased ATV Music on Jackson's behalf for $47.5 million on August 10, 1985. In October 1985, Jackson fulfilled his contract provision to visit Perth, Western Australia and appear on the telethon, where he spoke briefly and met with two children.
The only Beatles song in the Northern Songs catalog that was excluded from the sale was "Penny Lane", the rights to which were gifted by Holmes à Court to his then-teenage daughter Catherine before the sale, as it was her favorite Beatles song.
Reactions to the acquisition
Jackson went on to use the Beatles' songs in numerous commercials, feeling that it would enable a new generation of fans to enjoy the music. McCartney, who had used the Buddy Holly song catalogue in commercials, felt saddened. Privately, Jackson was reported to have expressed exasperation at McCartney's attitude; he felt that the musician should have paid for the songs he had written.[14] At the time, McCartney was one of the richest entertainers in the world, with a net worth of $560 million and a royalty income of $41 million. Jackson stated, "If he didn't want to invest $47.5 million in his own songs, then he shouldn't come crying to me now."
Appearing on the Late Show with David Letterman shortly after Jackson died in 2009, McCartney spoke about Jackson's acquisition of the Beatles songs and the impact of it on their relationship:
And which was, you know, that was cool, somebody had to get it, I suppose. What happened actually was then I started to ring him up. I thought, OK, here's the guy historically placed to give Lennon–McCartney a good deal at last. Cuz we got signed when we were 21 or something in a back alley in Liverpool. And the deal, it's remained the same, even though we made this company the most famous… hugely successful. So I kept thinking, it was time for a raise. Well you would, you know. [David Letterman: Yes, I think so.] And so it was great. But I did talk to him about it. But he kind of blanked me on it. He kept saying, "That's just business Paul." You know. So, "yeah it is", and waited for a reply. But we never kind of got to it. And I thought, mm.... So we kind of drifted apart. It was no big bust up. We kind of drifted apart after that. But he was a lovely man, massively talented, and we miss him.
Ono was pleased that Jackson had acquired Northern Songs and called it a "blessing". Speaking in November 1990, Ono stated,
> "Businessmen who aren't artists themselves wouldn't have the consideration Michael has. He loves the songs. He's very caring." She added that if she and McCartney were to own the songs, there would certainly be arguments. Ono explained that neither she nor McCartney needed that. "If Paul got the songs, people would have said, 'Paul finally got John.' And if I got them, they'd say, 'Oh, the dragon lady strikes again.'"
Merger of ATV Music with Sony Music Publishing
In 1995, Sony offered Jackson $110 million for a 50% stake in a combined ATV and Sony Music Publishing joint venture. Following hurriedly arranged meetings and disagreements over the selling price, a deal was sealed by Jackson during a concert in Tokyo. Jackson had essentially sold half ownership of the Beatles' and others' songs for a large profit. Jackson's own songs, grouped in the Mijac catalog, were not included in the deal; that catalog remained with Warner/Chappell Music until 2012.
The new company was named Sony/ATV Music Publishing and became the second largest music publisher in the world. Michael P. Schulhof, President and CEO of Sony Corporation of America, welcomed the merger and praised Jackson for his efforts in the venture. "Michael Jackson is not only the most successful entertainer in history; he is also an astute businessman. Michael understands the importance of copyrights and the role they play in the introduction to new technologies." He added that Jackson recognizes Sony's "leadership in developing and realizing new technologies that serve to expand the creative horizon of artists such as himself". Administrative expertise was provided by Sony, who installed Paul Russell as chairman. Jackson was a company director and attended board meetings regularly. As each party in the arrangement held the power of veto, both sides would have to agree on a decision before it could be made. If either party disagreed on decisions, they would not be implemented.
In 2006, Sony gained operational control of Sony/ATV and obtained an option to buy half of Jackson's stake in the company at any time for a fixed price of $250 million.
Acquisition of Jackson's stake by Sony in 2016
In September 2016, Sony acquired the Jackson estate's stake in Sony/ATV in a deal valued at around $750 million. The Jackson estate retained its ownership of Mijac Music, which holds the rights to Michael Jackson's songs and master recordings. The revenue will be placed in trust for Jackson's children.
Ownership of the Beatles' songs
In January 2017, McCartney filed a suit in United States district court against Sony/ATV Music Publishing seeking to reclaim ownership of his share of the Lennon–McCartney song catalogue beginning in 2018. Under US copyright law, for works published before 1978 the author can reclaim copyrights assigned to a publisher after 56 years.[54][55] McCartney and Sony agreed to a confidential settlement in June 2017.
Relevant value
A recent and relevant valuation is tied to Sony's acquisition of Jackson estate's stake in the company, completed on September 30, 2016 for $750 million. This values Sony/ATV at between $2.2 to $2.4 billion (including debt).
Previous estimates
• Before the 2016 transaction with Sony, the reported value of Sony/ATV Music Publishing has varied across time and sources. Such valuations are uncertain, as illustrated by their wide variations, given a lack of actual transactions.
• In 2002, Forbes magazine estimated Jackson's 50% stake in the company, along with other music publishing ventures, to be worth $450 million.
• The organization was valued at $700 million in 2003.
• Industry experts valued the catalogue at between $600 million and $1 billion in 2004, based on the sales of rival catalogues. Charles Koppelman, a veteran music industry executive, stated that $1 billion was more reflective of Sony/ATV Music Publishing's worth. "Buyers would be lining up around the block if it were ever put up for sale," he said. "And I'd be in the front of the line."
• In 2005, Jackson's defense attorney, Thomas Mesereau, claimed that the song catalogue had been valued at between $4 billion and $5 billion.
• As of 2007, Jackson's own financial documents stated that his 50% share of the catalogue was worth $390.6 million,[63] which would have made the entire catalogue worth $781.2 million.
• In 2009, the value of the company was further estimated by Ryan Schinman, chief of Platinum Rye, to be $1.5 billion.
Michael Jackson was murdered in 2009.
The end.
