Smiths Law advises Universal Music Group on the sale of Parlophone Label Group to Warner Music Group

Specialist music and digital business law firm, London-based Smiths Law LLP has advised Universal Music Group (UMG) in connection with the sale of Parlophone Label Group to Warner Music Group for £487 million. Working alongside UMG's other advisers, Smiths Law - led by Andrew Lewis - advised in connection with artist and music related issues throughout the divestment process required by the European Commission following UMG's acquisition of EMI's recorded music business, culminating in the sale of the Parlophone Label Group to Warner Music Group.

Richard Constant, General Counsel, Universal Music Group International said: "The disposals required of us by the European Commission as a condition of the approval of the EMI acquisition were the most complex transactions I have ever been involved in. The artist and IP piece of these was central to the process. Without Andrew Lewis and Smiths Law's skill and dedication in relation to a swathe of issues (leaving aside the sheer volume of work involved) from preparation of the due diligence material, to advice on and negotiations relating to artist agreements and to guidance on the sale process, the transaction would not have been possible. Their performance was peerless."

Further details of the transaction, and of advisers who worked on it, are in Universal's press release



UNIVERSAL MUSIC GROUP (UMG) TO SELL PARLOPHONE LABEL GROUP (PLG) TO WARNER MUSIC GROUP

TRANSACTION ENSURES HOME FOR PLG ARTISTS

Santa Monica, CA, February 7, 2013. Universal Music Group (UMG), the world's leading music company, today announced that it has entered into a definitive agreement to sell Parlophone Label Group (PLG) to Warner Music Group for £487 million, subject only to certain regulatory approvals. This sale follows the approval of UMG's acquisition of EMI Recorded Music by the European Commission in September 2012. Additional financial terms were not disclosed.

"Following this transaction, we will continue with our global reinvestment program that is rebuilding EMI and making certain that the company is able to reach its full potential," stated Lucian Grainge, Chairman & CEO of UMG. "And we're satisfied that our agreement with Warner Music will provide a home for PLG artists."

The Parlophone Label Group is comprised of the Parlophone and Chrysalis labels, as well as EMI recorded music operations in Belgium, Czech Republic, Denmark, France, Norway, Portugal, Spain, Slovakia and Sweden. PLG's artists include Air, Coldplay, Daft Punk, Danger Mouse, David Guetta, Deep Purple, Duran Duran, Gorillaz, Iron Maiden, JethroTull, Kylie Minogue, Pet Shop Boys, Pink Floyd, Radiohead, Tina Turner and TinieTempah, among many others.

Following its successful acquisition of the company last year, UMG retained such iconic EMI labels and domestic operations as Virgin, Capitol, Blue Note, Christian Music Group, Capitol Nashville, Canada, Australia, Italy, Holland, Germany, Switzerland, Austria, Japan and Latin America and South Africa, among others. Artists include such chart-topping superstars as The Beatles, Katy Perry, EmeliSandé, Robbie Williams, Swedish House Mafia, The Beach Boys, Lady Antebellum, Herbert Groenemeyer, Norah Jones, Tiziano Ferro, HikaruUtada, Vasco Rossi, Helene Fischer, Smashing Pumpkins, 30 Seconds to Mars, YumiMatsatoya, Keith Urban, Dean Martin Estate, Empire of The Sun and Corinne Bailey-Rae, among many others.

UMG and Vivendi were advised by Goldman Sachs and Bank of America Merrill Lynch on financial matters, and SJ Berwin, Shearman & Sterling and Smiths Law on legal matters.

About Universal Music Group

Universal Music Group is the global music leader, with wholly owned operations in 60 territories. Its businesses also include Universal Music Publishing Group, one of the industry's premier music publishing operations worldwide.

Universal Music Group's record labels include A&M/Octone, Angel, Astralwerks, Blue Note, Capitol Records, Decca, Def Jam Recordings, Deutsche Grammophon, Disa, Emarcy, Fonovisa, Geffen Records, Interscope Records, I.R.S., Island Records, Lost Highway Records, Machete Music, Manhattan, MCA Nashville, Mercury Nashville, Mercury Records, Motown Records, Polydor Records, Republic Records, Universal Music Latino, Verve Music Group and Virgin Records, as well as a multitude of record labels owned or distributed by its record company subsidiaries around the world. The Universal Music Group owns the most extensive catalogue of music in the industry, which includes the last 100 years of the world's most popular artists and their recordings. UMG's catalogue is marketed through two distinct divisions, Universal Music Enterprises (in the U.S.) and Universal Strategic Marketing (outside the U.S.). Universal Music Group also includes Global Digital Business, its new media and technologies division and Bravado, its merchandising company.

Universal Music Group is a fully owned subsidiary of Vivendi.