Form 20-F X
|
Form 40-F __
|
SONY CORPORATION
|
|
(Registrant)
|
|
By: /s/ Hiroki Totoki
|
|
(Signature)
|
|
Hiroki Totoki
|
|
Executive Vice President and
|
|
Chief Financial Officer
|
(i) Name
|
DH Publishing, L.P.
|
|||
(ii) Registered Address
|
Walkers Corporate Limited, 27 Hospital Road, Cayman Corporate Centre, Grand Cayman, KY1-9008, Cayman Islands
|
|||
(iii) Representatives
|
Nile Acquisition LLC & Nile Acquisition Holding Company Ltd.
|
|||
(iv) Principal business
|
Music publishing
|
|||
(v) Stated capital
|
607 million U.S. dollars
|
|||
(vi) Date of establishment
|
October 5, 2011
|
|||
(vii) Major shareholders and their ownership
|
EMI is 39.8% owned by Nile Acquisition LLC, a Delaware limited liability company, and 60.2% owned by Nile Acquisition Holding Company Ltd., a Cayman Islands exempted company.
|
|||
(viii) Relationship with Sony Corporation
|
Shareholding
|
Through its subsidiary, Sony holds 74.9% of the equity interest in Nile Acquisition LLC, which holds 39.8% of the equity interest in EMI.
|
||
Personnel
|
3 Sony subsidiary employees sit on the advisory board of EMI.
|
|||
Transaction
|
Administration agreement between EMI and Sony’s music publishing subsidiary in the U.S. relating to management services.
|
|||
(ix) Consolidated financial results for most recent three years* (Million U.S. dollars)
|
||||
Fiscal year ended March 31
|
2016
|
2017
|
2018**
|
|
Net assets
|
536
|
468
|
535
|
|
Total assets
|
3,071
|
2,949
|
3,115
|
|
Shareholders’ equity per share
|
N/A***
|
N/A***
|
N/A***
|
|
Net sales
|
569
|
615
|
663
|
|
Operating income (loss)
|
153
|
164
|
127
|
|
Net income (loss) before tax
|
33
|
58
|
(25)
|
|
Net income (loss)
|
45
|
56
|
42
|
|
Net income (loss) per share
|
N/A***
|
N/A***
|
N/A***
|
|
Dividend per share
|
N/A***
|
N/A***
|
N/A***
|
(i) Name
|
Nile Acquisition Holding Company Ltd.
|
|
(ii) Registered Address
|
Walkers Corporate Limited, 27 Hospital Road, Cayman Corporate Centre, Grand Cayman, KY1-9008, Cayman Islands
|
|
(iii) Governing laws for Establishment
|
Cayman Islands
|
|
(iv) Purpose of Formation
|
To hold the partnership interests in EMI
|
|
(v) Date of Formation
|
September 29, 2011
|
|
(vi) Total Capital
|
365 million U.S. dollars
|
|
(vii) Major Capital Investors and their ownership
|
Nile Cayman Holding Limited: 66.2%
JCL Media (EMI Publishing) Limited: 22.1%
GSO Capital Opportunities Fund II (Luxembourg) S.a.r.l.: 5.7%
Blackstone / GSO Capital Solutions Onshore Funding (Luxembourg) S.a.r.l.: 3.2%
Pub West LLC: 1.4%
Blackstone / GSO Capital Solutions Offshore Funding (Luxemborg) S.a.r.l.: 1.2%
GSO SJ Partners LP: 0.2%
|
|
(viii) Summary of Managing Partner1
|
Name
|
N/A
|
Registered Address
|
N/A
|
|
Representatives
|
N/A
|
|
Principal business
|
N/A
|
|
Stated capital
|
N/A
|
|
(ix) Summary of Contact in Japan (Agent in Japan)
|
Name
|
N/A
|
Registered Address
|
N/A
|
|
Representatives
|
N/A
|
|
Principal business
|
N/A
|
|
Stated capital
|
N/A
|
|
(x) Relationship with Sony Corporation
|
Relationship between Sony Corporation and the Fund
|
Operation of EMI together with Nile Acquisition LLC, in which Sony owns 74.9% equity interest through its subsidiary.
|
Relationship between Sony Corporation and Managing Partner
|
N/A
|
|
Relationship between Sony Corporation and Agent in Japan
|
N/A
|
(i) Number of interest before transfer
|
39.8% (Equity interest in EMI held by Sony’s consolidated subsidiary, which has a minority investor)
|
(ii) Number of interest to be acquired
|
60.2%
|
(iii) Acquisition price
|
Approximately $1.9 billion U.S. dollars
|
(iv) Number of interest after the transfer
|
100% (Equity interest in EMI to be held by one or more of Sony’s consolidated subsidiaries, with a possibility of a minority investor)
|
(i) Date of Representative Corporate Executive Officer’s decision of Sony Corporation
|
May 22, 2018
|
(ii) Date of the execution of the MOU
|
May 22, 2018
|
(iii) Closing of interest transfer
|
Undecided (Pending regulatory approval)
|
Sales and
operating revenue
|
Operating
income
|
Income before
income tax
|
Net income (loss)
attributable to Sony
Corporation’s stockholders
|
|
Consolidated financial forecast for the fiscal year ending March 31, 2019
|
8,300
|
670
|
735
|
480
|
Consolidated financial results for the fiscal year ended March 31, 2018
|
8,544.0
|
734.9
|
699.0
|
490.8
|