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Published byEsmond Wheeler Modified over 8 years ago
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CONFIDENTIAL Music Publishing Overview August 2010
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page 1 Music Publishing: Market Update Based on Banker Input The market for music publishing acquisitions is less robust than in recent years with multiples on strategic deals at roughly 9-10x –BMG acquisition of Stage Three rumored to have closed at 9x NPS –Bug Music is seeking 10.8x - 12x; but several strategics (Sony/ATV, Warner Music, and Universal Music Group) are reported to have bid only 9-9.6x before dropping out of the auction process Deals with restrictions on use of copyrights and deals with financial buyers that have decreasing access to bank debt could be as low as 5-6x Providing seller financing and focusing on tax-driven buyers may allow SPE to achieve our goals and approach a multiple of 7-8x -SPE retains all controls for a defined period (e.g., 10 years), key protections thereafter, and continued access to music indefinitely -Gain recognition requires transferring copyrights and securing collateral for seller financing -Sony/ATV is retained as administrator However, for SPE to recognize a gain and drive an acceptable price, target financial buyers would need an appetite for a highly structured deal -Financial buyers with significant NOLs and/or ability to shelter taxes by amortizing assets would be buying more net cash flow than strategics, effectively increasing the multiple paid -SPE would offer seller financing to increase returns and price paid; deal structure may be 30% equity, 30% bank debt and 40% seller financing -Sellers would need to have assets they are willing to pledge as collateral, that satisfy requirement of SPE having transferred risk of assets to the buyer Situation Summary
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page 2 Implication for Value LBO driven by IRR of 20-25% IRR With seller financing, implies a high-side multiple of roughly 7.5x Value Method Gain Range $40 – $50MM (after 25 – 30% estimated amortization plus deal expenses) Valuation Range $65 - $75MM $10MM on average last four years (after 25% participations) -SPE average NPS of $14MM -Exclude roughly $0.5MM for co-financed films -Exclude roughly $3.5MM for 25% participations NPS to be Sold
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page 3 Next Steps Further analyze the following -Accounting impact of proposed structure (i.e., confirm, seller financing and other structural elements do not create problems with gain recognition) -Necessary Sony Corporate approvals for seller financing -Copyrights and associated revenue to be excluded from a transaction -Likely amortization rate on gain -Average participation percentage to be excluded -SPE’s basis in the asset, if any, and impact on buyer’s tax position Revisit and agree to engage bankers (requires $100K retainer before success fees) and outside counsel August – Prepare for sale -Counsel to diligence copyrights -Bankers to assist with financial analysis (e.g. revenues by property type, vintage analysis, forecast) September – Go-to-market
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