4. Acquisition of
Parlophone Label Group
On
February 6, 2013, the Company signed a definitive agreement to
acquire 100% of the shares of the Parlophone Label Group from
Universal Music Group, a division of Vivendi, for
£487 million, subject to a closing working capital
adjustment, in an all-cash transaction (the
“Acquisition”) pursuant to a Share Sale and Purchase
Agreement (the “PLG Agreement”) by and among Warner
Music Holdings Limited, an English company and wholly-owned
subsidiary of the Company (“WM Holdings UK”), certain
related entities identified in the PLG Agreement (such entities,
together with WM Holdings UK, the “Buyers”),
Acquisition Corp., as Buyers’ Guarantor, and EGH1 BV, a Dutch
company, EMI Group Holdings BV, a Dutch company, and Delta Holdings
BV, a Dutch company, as Sellers (as defined therein) (collectively,
the “PLG Sellers”), and Universal International Music
BV, a Dutch company, as Sellers’ Guarantor (as defined
therein), pursuant to which the PLG Sellers agreed to sell, and the
Buyers agreed to buy, the outstanding shares of capital stock of
PLG Holdco Limited, an English company (“PLG Holdco”)
and certain related entities identified in the PLG Agreement (such
entities, together with PLG Holdco, “PLG”).
On
June 28, 2013, the parties to the PLG Agreement entered into a
Deed of Variation, resulting in an Amended and Restated Share Sale
and Purchase Agreement (the “PLG Amended Agreement”).
The PLG Amended Agreement provides for, among other amendments, a
revision to the definition of “Aggregate Payments” to
increase this amount from the consideration paid for the
outstanding shares of capital stock in PLG Holdco and certain
related entities identified in the PLG Amended Agreement to an
amount that reflects the entire purchase price. The adjustment to
this definition results in a greater potential cap on liability for
the PLG Sellers in connection with certain claims that may be
brought under the PLG Amended Agreement. On July 1, 2013, the
Company completed the Acquisition.
In connection
with the Acquisition, the Company incurred $38 million in
professional fees and integration costs, as well as an $11 million
fee under the Management Agreement (defined below) during the
fiscal year ended September 30, 2013.
The Acquisition
was accounted for in accordance with ASC 805, using the
acquisition method of accounting. The assets and liabilities of the
Company, including identifiable intangible assets, have been
measured at their fair value primarily using Level 3 inputs (see
Note 19 for additional information on fair value inputs).
Determining the fair value of the assets acquired and liabilities
assumed requires judgment and involved the use of significant
estimates and assumptions, including assumptions with respect to
future cash inflows and outflows, discount rates, asset useful
lives and market multiples, among other items. The use of different
estimates and judgments could yield materially different
results.
The table below
presents (i) the preliminary estimate of the Acquisition
consideration as it relates to the acquisition of PLG by the Buyers
and (ii) the preliminary allocation of the purchase price to
the estimated fair values of the assets acquired and liabilities
assumed on the closing date of July 1, 2013 (in
millions):
|
|
|
|
|
Purchase Price
|
|
£ |
487 |
|
Preliminary Working Capital
Adjustment
|
|
|
13 |
|
|
|
|
|
|
Adjusted Purchase
Price
|
|
£ |
500 |
|
Foreign Exchange Rate at
July 1, 2013
|
|
|
1.53 |
|
|
|
|
|
|
Adjusted Purchase Price in
U.S. dollars
|
|
$ |
765 |
|
|
|
|
|
|
Fair Value of assets
acquired and liabilities assumed:
|
|
|
|
|
Cash
|
|
|
46 |
|
Accounts
receivable
|
|
|
80 |
|
Other current
assets
|
|
|
8 |
|
Property, plant and
equipment
|
|
|
39 |
|
Intangible
assets
|
|
|
764 |
|
Accounts payable
|
|
|
(83 |
) |
Royalties
payable
|
|
|
(147 |
) |
Other current
liabilities
|
|
|
(21 |
) |
Deferred revenue
|
|
|
(25 |
) |
Deferred tax
liabilities
|
|
|
(139 |
) |
Other noncurrent
liabilities
|
|
|
(20 |
) |
|
|
|
|
|
Fair value of net assets
acquired
|
|
|
502 |
|
Goodwill
recorded
|
|
|
263 |
|
|
|
|
|
|
Total purchase price
allocated
|
|
$ |
765 |
|
|
|
|
|
|
The excess of
the purchase price, over the fair value of net assets acquired,
including the amount assigned to identifiable intangible assets and
deferred tax adjustments, has been recorded to goodwill. The
goodwill recorded as part of the Acquisition reflects the expected
value to be generated from the continuing transition of the music
industry and the expected resulting cost savings; cost and revenue
synergies to be realized; as well as any intangible assets that do
not qualify for separate recognition. The resulting goodwill has
been allocated to our Recorded Music reportable segment. The
Company does not expect the goodwill recognized to be deductible
for income tax purposes. Any impairment charges made in future
periods associated with goodwill will not be tax
deductible.
The final
allocation of the purchase price is pending determination of the
final consideration, including the determination of the final
working capital adjustment pursuant to the mechanism set forth in
the PLG Agreement.
The components
of the intangible assets identified in the table above and the
related useful lives, allocated to the Company’s Recorded
Music reportable segment, are as follows:
|
|
|
|
|
|
|
|
|
|
|
Value |
|
|
Useful
Life |
|
|
|
(in millions) |
|
|
|
|
Trademark and trade
name
|
|
$ |
17 |
|
|
|
Indefinite |
|
Catalog
|
|
|
442 |
|
|
|
13 years |
|
Artist contracts
|
|
|
305 |
|
|
|
10 years |
|
Pro Forma Financial
Information (unaudited)
The following
unaudited pro forma information has been presented as if the
Acquisition occurred on October 1, 2011. This information is
based on historical results of operations, adjusted to give effect
to pro forma events that are (i) directly attributable to the
Acquisition; (ii) factually supportable; and
(iii) expected to have a continuing impact on the
Company’s combined results. Additionally, certain pro forma
adjustments have been made to the historical results of PLG in
order to (i) convert them to U.S. GAAP; (ii) conform
their accounting policies to those applied by the Company;
(iii) present them in U.S. dollars; and (iv) align
accounting periods. The unaudited pro forma results do not reflect
the realization of any cost savings as a result of restructuring
activities and other cost savings initiatives planned subsequent to
the Acquisition or the related estimated restructuring charges
contemplated in association with any such expected cost savings.
Such charges will be expensed in the appropriate accounting
periods. The pro forma information as presented below is for
informational purposes only and is not indicative of the results of
operations that would have been achieved if the Acquisition had
taken place at the beginning of fiscal 2012.
|
|
|
|
|
|
|
|
|
|
|
September 30,
2013 |
|
|
September 30,
2012 |
|
|
|
(in
millions) |
|
Revenue
|
|
$ |
3,131 |
|
|
$ |
3,130 |
|
Operating income
(loss)
|
|
|
135 |
|
|
|
(392 |
) |
Net loss attributable to
Warner Music Group Corp.
|
|
|
(154 |
) |
|
|
(609 |
) |
Actual results
related to PLG included in the Consolidated Statements of
Operations for the fiscal year ended September 30, 2013 relate
to the transition period from July 1, 2013 to
September 30, 2013 and consist of revenues of $59 million and
operating loss of $32 million.