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April 22, 2009 11:06 PM

Five Firms Advising on Sale of Rodgers & Hammerstein Catalog to Dutch Company

Posted by Brian Baxter

Rodgers, Hammerstein, and Berlin

Legendary songwriters Richard Rodgers and Oscar Hammerstein II (pictured at right with Irving Berlin) penned some of the most beloved and enduring Broadway musicals of all time--Oklahoma!, South Pacific (our personal favorite), The King and I, and The Sound of Music. The productions enjoy frequent revivals on Broadway, in regional theaters, and in school productions across the U.S. Now the hope is that they'll soon find new global audiences, thanks to a deal announced Tuesday.

The Rodgers & Hammerstein Organization (R&H), the organization that controls the rights to those musicals and to the complete works of both artists, has been sold, along with those catalogs, to Hilversum, Netherlands-based Imagem Music Group. Sources tell The Am Law Daily that the sale is worth more than $200 million.

As reported in The New York Times, the heirs of the estates of Rodgers and Hammerstein wanted to sell the organization "at a time when it was in strong shape, and to take advantage of Imagem’s global reach and seek new licensing deals in Europe and Asia."

Five law firms--Ropes & Gray, Loeb & Loeb, Katten Muchin Rosenman, Davis Wright Tremaine, and Los Angeles's Ziffren Brittenham--have lined up to make that happen.

Katten Muchin co-managing partner Joshua Rubenstein, executor and trustee of the Rodgers estate, represented the late composer's family on the sale. He says the deal is unique because it's the first time a Broadway catalog has been sold.

Rubenstein, who chairs his firm's trusts and estates practice, says negotiations for R&H started about seven months ago. Katten Muchin M&A partner Evan Greebel and trusts and estates partner Jasmine Hanif assisted Rubenstein on the negotiations.

"There were a lot of people who were interested and we [conducted] a vetting process last spring and three front-runners emerged," he says. (The Wall Street Journal reports that Warner Music Group and Sony/ATV Music Publishing also participated in the bidding for R&H.)

Once the economy took a turn for the worse, Rubenstein says the process dragged on and became more "self-selecting." So Imagem, a company owned by mammoth Dutch pension fund Stichting Pensioenfonds ABP (ABP) and managed by independent European music publisher CP Masters BV, became the leading contender.

Imagem was advised by Ropes & Gray M&A partner Jonathan Cramer, tax partner Daniel Kolb, senior attorney Deidre Johnson, and associates Gregory Fine, Patrick Nash, Dasha Tcherniakovskaia, Abigail Baird, Jessica Margolin, Jonathan Linde, Monica Singh, and Simone Francini. Loeb & Loeb cochairman John Frankenheimer, who chairs his firm's music practice group, also advised Imagem along with senior counsel Amy Ortner.

The estates of Rodgers and Hammerstein each own half of R&H, Rubenstein says. The families hold the copyrights to such classical songs as South Pacific's There Is Nothin' Like A Dame and The King and I's Something Wonderful.

R&H administers the catalogs of several other notable songwriters, including Berlin and Andrew Lloyd Webber. According to Forbes, that portfolio has helped make Rodgers one of the world's top-earning deceased celebrities.

"[Imagem] is buying the actual copyrights from the Rodgers and Hammerstein families, and then [it also is buying] the organization, which has these contracts to administer all kinds of copyrights," Rubenstein says.

John Branca, a name partner at Los Angeles entertainment firm Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie, Stiffelman, Cook, Johnson, Lande & Wolf, served as lead counsel to the R&H organization.

Davis Wright entertainment partner Andrew Boose served as lead counsel to the Hammerstein estate. He was assisted by M&A partner Claude Goetz, antitrust partner Allison Davis, and tax partner Brian Todd.

Certain preclosing conditions must be met and antitrust approvals obtained before the deal can close.

The announcement of the R&H deal comes almost a year after Imagem bought London-based Boosey & Hawkes, a leading classical music publisher, from British private equity firm HgCapital for $248 million. Imagem used Herbert Smith and English entertainment firm Statham Gill Davies for that acquisition.

Other notable deals in the field include entertainment investor Robert F.X. Sillerman's CKX acquiring Elvis Presley Enterprises for $100 million in 2004 and Michael Jackson's initial purchase of the Beatles catalog for nearly $48 million in 1987.

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don't let michael jackson buy them

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