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April 24, 2009 5:30 AM

Dealmakers of the Week: The Sound of M&A

Posted by Brian Baxter

The Am Law Daily is alive with the sound of music these days and it's not the usual musical chairs variety brought about by law firm layoffs.

Instead we've been enthralled by the announcement this week that the estates of legendary composers Richard Rodgers and Oscar Hammerstein II--the duo that gave America Oklahoma!, South Pacific, The King and I, and The Sound of Music--had approved the sale of the composers's catalogs to Netherlands-based Imagem Music Group in a deal valued at over $200 million.


Katten Muchin Rosenman's Joshua Rubenstein and Davis Wright Tremaine's R. Andrew Boose nab our weekly dealmaker honors for their work advising the estates on a deal that marks the first time ever a Broadway catalog has been sold and one that will take those classic productions to audiences around the world. (The deal also includes the sale of the Rodgers & Hammerstein Organization, which has managed the catalogs.)

"I don't think there's any catalog that's held up as well over the years--there simply are no other[s] out there like this," Boose tells The Am Law Daily. "I think [the deal] says something about how the value of intellectual property, particularly in theater, has held up quite well."

PhotoWeb Boose, pictured right, was hired by the then trustee of Hammerstein's estate about 20 years ago when he was a copyright lawyer with New York's Kay Collyer & Boose, he says. (The bulk of the lawyers at that firm, including Boose, were absorbed by Davis Wright in 2003.) He had extensive experience advising his clients--writers, composers, artists, musicians, playwrights, and deceased authors--on intellectual property matters. When the trustee died in 1995, Hammerstein's family selected Boose to replace him as coexecutor and cotrustee along with Hammerstein's daughter, Alice Hammerstein Mathias.

Rubenstein Joshua_2008 Rubenstein, pictured left, is executor and trustee of the Rodgers estate in addition to serving as chair of Katten Muchin's trusts and estates practice (he's also comanaging partner of the firm). Earlier this week, he told us that the estates began investigating the possibility of a sale last spring.

Several bidders--including Warner Music Group, Sony/ATV Music Publishing, and the Walt Disney Company--participated in the bidding process for R&H, Rubenstein told us. Then, when the economy took a turn for the worse, Rubenstein said the process became more "self-selecting."

Boose says, "[The economic downturn] sort of defined the bidders who were most able to proceed. It became pretty important to have a bidder or buyer who was not relying upon borrowing, as it became difficult even for the major companies to borrow on good terms." Imagem emerged as the clear front-runner for the catalog by September of last year, Boose says. (The company relied on counsel at Ropes & Gray and Loeb & Loeb.)

Katten Muchin handled most of the corporate finance work on the deal; Boose's team focused on the IP aspects of the deal, which, Boose says, were extensive.

According to U.S. law, copyrights extend for 95 years after first publication. Boose says that outside the U.S., copyright usually is measured by the life of the writer; in most countries it's typically life plus 70 years. (Works published in the U.S. after January 1, 1978 also are measured by the author's life, but this doesn't affect works by Rodgers and Hammerstein, Boose explains.)

"This is a group of rights that no other artist ever held on to," Boose says. "Most of the rights that are sold are music catalogs and that sort of thing, but this was a much broader controlled package of rights and I think the nature of those rights is unique."

Boose admits working in the theater and with theatrical clients does have its perks.

"It helps to be able to get house seats," he jokes. "You have to pay for them, but at least you can get good seats."

And Boose doesn't hesitate to name a few favorite productions that have recently played out on New York stages, recommending the long-running production of South Pacific at Lincoln Center, almost anything by Stephen Sondheim, and Adam Guettel's Light in the Piazza, also at Lincoln Center a few years back. (Guettel happens to be Rodgers's grandson.)

Still, in Boose's view, "No one has appeared on the scene quite like Rodgers and Hammerstein. In a way one is sad to see something like this sold but in the end it's best for the properties and best for all concerned."


Dealmaker of the Week is published Fridays in The Am Law Daily.

Recent Profiles

Robert Profusek of Jones Day, 4/17/09

Robert Verigan of Sidley Austin, 4/10/09

Kevin O'Shea of Allen & Overy, 4/3/09

Brock Gibson, Blake Cassels, 3/27/09

Richard Climan of Cooley Godward and David Shine of Fried, Frank, 3/20/09

PLUS: In the April issue of The American Lawyer - 2008 Dealmakers of the Year

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The production currently at Lincoln Center is South Pacific, and not Show Boat.

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