How Michael Jackson Nearly Lost His Prized Music Catalog

How Michael Jackson Nearly Lost His Prized Music Catalog

Part 1: The superlawyer who now rules Jackson's estate once tried to profit from selling his prized possession to an investment bank

EXCLUSIVE

Part 1: How Jackson Nearly Lost His Prized Music Catalog
Part 2: A Music Superlawyer Goads Jackson Into "Thriller"
Part 3: How Jackson Snagged the Beatles' Songs
Part 4: Fired, the Superlawyer Returns to Bail Jackson Out
Part 5: A Superlawyer Returns, a Pop Icon Dies

A Wrap Series: The tangled web of Michael Jackson's finances and his tumultuous 30 years of dealings with the superlawyer who now rules his estate — the first of five parts

(This article has been updated to include a response from a representative for John Branca.)

No one said that ruling Michael Jackson’s inner circle would be a moonwalk.

Just a year and a half after his death, lawyer John G. Branca is about to oversee the release of a posthumous album on Dec. 14 under a new $250 million deal for the estate. And as a prelude, he has successfully renegotiated a massive $300-millon bank loan left by Jackson that was due this month, too. 

But did Branca, who had a hand in nearly all of MJ's most brilliant career and financial moves, always have his client's best interests at heart? According to documents obtained by TheWrap, the lawyer tried to help along a deal that would have dispossessed Jackson of the music catalogue he held most dear — while making Branca considerably richer.

(A lawyer for Branca responds: “While the Goldman proposal might have divested Michael Jackson of his interest in the Beatles and MIJAC catalogues in the long run, it would have created a larger entity that increased the value of his interests. If sold, Branca's fee would have gone to his firm, not directly into his pocket. Branca advised Jackson that he would be giving up too much control based on the proposal and Jackson vetoed the deal.”)

 

Branca has never embraced the limelight. But in a months-long investigation that included secret documents and two dozen interviews — one with Branca himself — TheWrap reveals the complicated relationship between the singer and the lawyer that Jackson would hire for the last time within a week of his death.

 

In that short, final tenure, Branca was left permanently in charge of one of the most important music legacies of our time.

 

Branca’s roller-coaster relationship with Jackson unfolds over 30 years of hiring and refiring.

 

It is punctuated by moments of brilliance, such as when the lawyer orchestrated Jackson's purchase of the Beatles' song catalogue, ATV Music, perhaps the most important deal of Jackson’s life.

 

But some might conclude that Branca is no hero at all. A proposal in 2003 that would have sold Jackson’s interests in the Beatles’ and Mijac catalogues to the investment bank Goldman Sachs would lead some to question Branca's role in Jackson's business affairs.

 

Either way, his importance in the constellation of Michael Jackson’s firmament cannot be dismissed. The release within days of Jackson’s first posthumous album comes on the heels of record-setting income of $275 million in the year since Jackson died. According to Forbes magazine, the sum topped the year's list of entertainer’s posthumous earnings.

 

This summer, however, Branca became preoccupied with Jackson's massive $300 million bank loan from the British banking giant Barclaysagainst the estate’s crown jewel — half interest in Sony/ATV Music Publishing.

 

At the core of Sony/ATV’s enviable collection of rights to songs by the likes of Elvis, Bob Dylan and Eminem is to be found the Beatles song catalog, a 20th century musical treasure that Branca famously arranged for Jackson once to own outright. Today, Sony/ATV, which Sony Corp. co-owns, is worth at least $1.6 billion, a valuation substantially attributable to the Beatles.

The due date for the mammoth loan loomed this month, and missing it might have meant a loosening of the estate’s grip on its half of Sony/ATV. But Branca beat the clock by months, arranging to refinance the loan in September through the Swiss financial services giant UBS.  

Branca had a previous encounter with the songs and the debt. From 2003 to 2004, virtually the identical financial crisis — almost $300 million of debt, with the songs at stake — was met with a momentous initiative led not by Branca but by a power cast that included Wall Street-savvy Goldman Sachs, veteran music entrepreneur Charles Koppelman and a Florida entrepreneur dogged by mob suspicions, Alvin Malnik (pictured below, with Jackson).

 

A cache of confidential documents from the seven-year-old episode — a copy of which was provided by a member of the group — reveals an intriguing inside look at the far-reaching effort, which long has been an object of media fascination and Internet-based conspiracy theorists.

 

The documents, which lay bare new details while corroborating previously unconfirmed disclosures, range from trust materials and loan records to papers bearing on facets of Jackson’s dealings with Sony, where his music career was anchored.  As best can be determined, few, if any, outsiders have had access to the nearly 300-page paper trail.

 

In the documents, Goldman’s master financial alchemists began proposing a venture to position Jackson as “the Bill Gates of the music industry” and described how not only the $300 million debt might be whittled but also detailed how the beleaguered legend could walk away with perhaps $1.3 billion — with the Wall Street firm exiting even richer.

More to Read: Inside Secrets of the Goldman Proposal

But only if he would sell his interest in Sony/ATV and in Mijac, the catalogue of Jackson’s own hits. According to the secret documents, Goldman was prepared even to “drag” Jackson along into a deal to sell them.

As the proposal evolved during more than a year, its fundamental flaw — that Jackson all but surely would forfeit his songs — remained clearly obvious to Branca. More than anyone, Branca knew that owning the songs was one of his client Jackson’s great passions and that the singer worried intensely about them slipping from his grasp.

So why then had Branca worked so hard, as the secret files appear to indicate, for an outcome most feared by his client?

According to entrepreneur Malnik, Branca stood to collect $17 million from the Goldman dealings for a 5 percent interest that he held in Jackson’s stake in the Beatles’ catalog.

(A lawyer for Branca responds: “Branca was asked to review a proposal brought to Michael by others and gave advice to Jackson. The decision not to enter into the agreement was Michael Jackson's based primarily on this. There were no secret files, and ultimately the Goldman proposal was never accepted.”)

In a July 2003 missive on his firm’s letterhead, Branca essentially put Goldman on notice that it ultimately must ensure Jackson’s ongoing obligations — including “direct payment of this firm’s 5%” — if the proposal progressed.

Alas, the Goldman deal, more than a year in the making, got no further than the paper on which it was written. Rather, it was scuttled by Jackson against a backdrop of behind-the-scenes hijinks that seemed to mirror his final sad decade, which roiled with scandals, a criminal trial, epic debt and an ever-rotating inner circle.

In a statement, Goldman Sachs confirmed its role, noting that its private equity arm was involved.

“Several years ago, GS Capital Partners engaged with Mr. Jackson’s advisers when they were trying to generate liquidity under difficult circumstances,” Goldman said. “At the time, we were broadly interested in acquiring music publishing assets, and this was one of many deals we looked at.”

The bank, which wouldn’t comment specifically on its planning to “drag” Jackson into a transaction, concluded: “We ultimately decided not to pursue the acquisition of these assets.”

As for Branca, by the time the deal collapsed, the superlawyer had been fired.

See Jackson's letter to Branca: You're fired.

Read: The Secret Probe That Got Branca Fired

It was not the first time. Jackson repeatedly fired Branca (pictured in 2009 after being named an estate co-administrator), whose firm Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie, Stiffelman, Cook, Johnson, Lande & Wolf is one of the entertainment industry’s most powerful.

Indeed, in June 2009, within a week of Jackson's death, Branca — nominated in the singer's will to be the steward of his estate — returned to the fold after a three-year break-up.

Six days after Jackson’s drug-fueled death — having spoken to him only once in three years – he, along with longtime Jackson family friend John McClain,  emerged as co-executor of the tragic icon’s extraordinary holdings.

Tomorrow: The Stones, Elvis and Manipulating Jackson Into "Thriller"