Terra Firma Headed Back to Court Over EMI?

(Reuters) – Guy Hands’s private equity firm Terra Firma has asked British courts for documents it could use to challenge the process by which it lost music group EMI to Citigroup, two people familiar with the matter said.

EMI sought insolvency protection in February — weeks before a debt covenant test it was expected to fail — and the administration process, undertaken by PricewaterhouseCoopers, handed the business to sole lender Citigroup.

Terra Firma has been trying unsuccessfully to get access from both Citigroup and PWC to documents providing a valuation of EMI at the time of the administration and detailing the process that led to Citigroup taking control, the people familiar with the situation said.

The firm asked for access to those details at a private hearing in a London court on Tuesday, the people said.

It will be for the court to decide later this year whether PWC has to disclose those details to Terra Firma.
Valuation exercises during administrations can be critical in deciding whether any equity value remains in a business and can hand power to creditors in such proceedings.

The seizure of EMI wiped out Terra Firma’s 1.7 billion pound ($2.7 billion) equity investment in the music group, home to artists including Katy Perry and Coldplay, and ended almost four years of troubled ownership for the private equity firm.

Terra Firma paid 4 billion pounds for EMI in 2007, one of the highest profile deals struck at the height of the buyouts boom. But the deal came unstuck when the company’s performance worsened and Terra Firma was forced to inject extra capital into the business.

However, one of the people said Terra Firma always met its interest payments and was looking for an explanation why Citigroup took control.

Fresh legal action would complicate matters for Citigroup, which is examining a possible sale, recapitalization or initial public offering of EMI.

Since that review started in June, the business has attracted widespread interest from rivals including Len Blavatnik’s Access Industries, Sony Music Entertainment and Vivendi SA’s Universal Music Group.
Citigroup is also still facing legal proceedings from Terra Firma in U.S. courts.

Terra Firma lost the first round of a suit claiming that Citigroup and one of its leading bankers, David Wormsley, misled the firm when it bought EMI, but is appealing legal rulings made by the court.

Citigroup, PWC and Terra Firma declined to comment.

(Reporting by Simon Meads; Editing by Will Waterman)