That’s the obvious question in light of news that both Terra Firma, the private equity group that bought EMI in 2007, and Citigroup, which funded most of the transaction, have written down most of their investments in the music company.

This isn’t a surprise–the move has been a long time coming–but it does open the door for Warner, which restructured its debt with an eye toward making such a deal earlier this year.

Pali Research’s Rich Greenfield thinks that Citi (C) will push to break up EMI and sell Warner (WMG) the record music group, which tends to lose money, and keep the music publishing business, which has been a reliable money maker, even during the industry’s 10-year freefall.

But at this point, I don’t know why Warner couldn’t try to swallow the whole thing. In the past, that deal would have been scuttled due to antitrust issues (and in fact, it was), but the music industry is a different beast right now–a sick beast–and I think regulators would be a lot more forgiving this time around.

[Image credit: beggs]

That has to be unnerving, but I can at least offer a little bit of comfort: The worst-case scenario the employees would be facing had they been purchased by private equity firm ZelnickMedia, which was also bidding for the publication.

The short version: Almost everybody gets fired.

Here’s the longer version of the plan, provided to me by a person familiar with ZelnickMedia’s bid. It sounds like a plausible idea for a PE group that specializes in turning around distressed assets–and a chilling one for anybody who draws a paycheck at BusinessWeek:

• Wind down BusinessWeek’s print business “as profitably as possible”–the company would have to honor existing subscriptions and could still sell ads in the magazine. But the focus would be on building up BusinessWeek’s Web site, which has a decent-sized footprint, though not a huge one.
• Dump almost all of the company’s newsgathering staff and outsource most of that work to Thomson Reuters (TRI).
• Employ a small handful of editorial employees–perhaps 20, down from the 200-plus who are there now. Some of them would run a Huffington Post-style aggregation site that produces no original content, and some more expensive hires would produce a smattering of high-quality reporting and writing designed to burnish/sustain the BusinessWeek brand. “Just to give it uniqueness and sizzle,” my source tells me.
• Dump most of the existing business side, as well, but overhaul and bulk up the sales force.

The insult-to-injury kicker: Under ZelnickMedia’s proposal, the buyer wouldn’t pay a dime for the publication it intended to rebuild. Instead, McGraw-Hill would pay the fund to take the publication off its hands. If that sounds implausible, consider that McGraw-Hill just announced that it will save up to $25 million next year by not owning the title.

Given the above terms, it’s easy enough to see why McGraw-Hill ended up going with Bloomberg. For starters, the winning bidder actually paid cash for the magazine, and McGraw-Hill will end up netting a $5.9 million gain, after taxes, on the deal.

Also important: McGraw-Hill won’t have to anguish as it watches one of its flagship properties get dismantled.

So what will happen to BusinessWeek now that Bloomberg owns it? Nothing nearly so drastic, at least in the short term. For now, Bloomberg is talking about bulking up the title, not shredding it, so that’s a good sign for both employees and readers.

Alas, Bloomberg can’t take on all of the magazine employees looking for jobs, and that pool is only going to get bigger.

Forbes slashed deep into its staff this week, and next week Time Warner’s (TWX) Time Inc. will lay out some of its layoff goals. I’ve heard Time Inc. employees refer to layoff plans as “tree-trimming” or “surgical,” but I think the trimming will feel much blunter to the folks who lose their jobs. The publisher’s cost-cutting plans include hundreds of layoffs–something likely similar to the cuts the publisher went through last year, I’m told.

The New York Post’s Keith Kelly reports today that Time’s News and Finance unit, which includes Time, Fortune and Sports Illustrated, will be particularly hard hit, and I’ve confirmed that myself.

UPDATE: No surprise here: BusinessWeek President Keith Fox is stepping down. Mild surprise: He’s staying on at McGraw-Hill. Here’s his memo:

When we announced that McGraw-Hill was exploring strategic options for BusinessWeek, I promised to communicate with you as openly and often as I could. In this spirit, I wanted each of you to know that I will be remaining with McGraw-Hill after the deal with Bloomberg is closed. I will continue to play a role in the integration post-close and plan to take on a new role at McGraw-Hill in 2010.

During this process, our collective goal was to find the best buyer for BusinessWeek. I am proud that I played a role in ensuring that BusinessWeek has a new home at Bloomberg, where it will thrive under the leadership of Norman Pearlstine. I am committed to the transition and helping in any way that I can.

It’s been a privilege to be the President of BusinessWeek. I thank Terry McGraw for his confidence and trust in me and Glenn Goldberg for his support, direction, clarity, and sense of humor. I’ve also been a member of an amazing team which has navigated the transformation of the media environment with agility, focus, passion, and integrity.

The team–Steve Adler, Jessica Sibley, Tania Secor, Linda Brennan, Roger Neal, and Carl Fischer–is the best in the industry. Like BusinessWeek, they have bright futures ahead of them. I will miss the daily interaction, but I am wiser (and a little grayer) because of their collaborative spirit and desire to make BusinessWeek the global leader in business that it is today.

I also have a special thanks to Patricia Hipplewith, my assistant, who juggled my calendar, protected me from solicitors, and kept me on schedule and well fed! She is the personification of commitment and integrity.

I am humbled by BusinessWeek’s 80-year history. Thank you for allowing me to play a small part in it.

Keith

The numbers, via parent company GE’s (GE) release this morning: NBCU posted a $732 million operating profit, up 13 percent year over year, on revenue of $4 billion, which is down 20 percent. Important footnote: As GE explained during its earnings call, if you adjust NBCU’s performance for one-time gains, operating profit would actually be down nine percent.

Still, even that result is an improvement over previous quarters. So perhaps those numbers will cheer Comcast investors, who have been beating up the cable company ever since news of its talks to buy NBCU surfaced last month.

GE usually spends very little time discussing NBCU’s performance during its earnings calls, since investors are much more concerned with the rest of the company’s performance, and in particular, its troubled finance arm. But perhaps the pending Comcast (CMCSA) deal will change that this time around.

Some notes from the earnings call: GE CEO Jeff Immelt has joined the “recession is over” crowd, but only mentioned NBCU briefly during his opening statement. He says scatter pricing–ads that marketers buy during the TV season, as opposed to the spring “upfronts”–is “better.”

GE booked a $283 million one-time gain from the sale of some of its stake in the A&E cable channel. And it took charges on write-downs related to its stake in NDTV, its Indian TV investment, as well as the Weather Channel, which it bought alongside some private equity groups for $3.5 billion last year. But the company still ends up $89 million ahead in the one-time events column–the equivalent of a penny per share of earnings.

And as the company explains in the table below, if you take out the one-time gains, NBCU’s quarterly profit increase turns into a loss. This is a reverse of previous quarters, when the company told investors to ignore one-time losses that made horrible earnings look even worse.

More color on the scatter market: CFO Keith Sherin says Q4 pricing is up “double digits” for primetime TV spots, and more than 20 percent for cable TV.

Asked a vague question about the proposed NBCU deal, Immelt gave a vague answer, noting that while “NBCU is a great franchise that’s consistently delivered income growth and cash…we always evaluate our portfolio.” He then suggested that GE doesn’t need to sell NBCU, which is the right thing to say. “We just want to be ready for several scenarios….We don’t have a specific pronouncement, or a specific need for cash.”

Here’s GE’s broad-stroke description of NBCU’s quarter (click to enlarge):

Parsons will be a part-time adviser says the New York Times and will keep his current job as Citigroup (C) chairman as well. Providence’s media bets include MGM and Univision, which haven’t worked out, and Hulu, which has.

Providence and Parsons have worked together at least once before: In 2004, Parsons sold Warner Music Group (WMG) to a consortium that included Providence, Thomas H. Lee Partners and Edgar Bronfman Jr.

Perhaps Providence will tap Parsons’s knowledge of his former employer for another deal: Time Warner executives keep murmuring about the need for magazine publisher Time Inc. to shed some of the 115 titles it operates.

The deal puts Skype’s overall value at $2.75 billion, a bit more than the $2.6 billion eBay paid for the company in 2005. That current value is about five times the unit’s 2008 revenue of $550 million.

Skype’s new owners: Silver Lake, the Silicon Valley-based private equity group; Index ventures, the London-based VC firm; Internet entrepreneur Marc Andreessen’s new Andreessen Horowitz fund; and the Canada Pension Plan Investment Board.

Here’s the press release.

Now we know. BusinessWeek’s Jon Fine talks to people who have seen the black book for BusinessWeek, which McGraw-Hill (MHP) has indeed put on the block. The numbers are brutal. Fine:

The data state that BusinessWeek lost around $20 million on revenues of $147 million in 2008, and that slightly smaller losses are projected in 2009 on revenue of around $135 million. These losses do not, however, include key corporate overhead items, such as rent and certain infrastructure-related costs. When all those items are factored in, the total loss figure essentially doubles, said two executives who saw the data.

Not surprisingly, those numbers seem to have scared off every traditional publisher that might be a logical buyer. The list of nonacquirers includes Time Warner’s (TWX) Time Inc., News Corp. (NWS) (which owns this Web site), Bloomberg and Thomson-Reuters (TRI).

So who does want this thing? Fine suggests that Open Gate Capital, the private equity firm that bought TV Guide for $1 plus debt last year, may be up for a similar transaction. Another possibility: Billionaire Bruce Wasserstein, who’s already shown a penchant for high-profile properties, like New York magazine.

Spanfeller’s departure comes amid a flurry of bad news for finance publications. In April, Condé Nast pulled the plug on Portfolio, its business magazine and Web site, after a very expensive two-year run. Earlier this week, publisher McGraw-Hill (MHP) announced that it was shopping BusinessWeek, and observers are floating the notion that the company may end up giving the magazine away to anyone who wants to take on its annual losses.

Time Warner’s (TWX) Fortune magazine has also been battered by the recession, which has been particularly hard on the finance, auto and luxury-good companies that business publications have traditionally relied upon. And Forbes itself has gone through multiple rounds of layoffs since last fall.

In a memo to the company’s employees, Forbes CEO Steve Forbes praised Spanfeller for building out the company’s Web property, which says it receives 18 million unique visitors a month.In the aftermath of the dot.com crash, Spanfeller helped turn Forbes.com, which the family-owned company was close to shutting down, into a powerhouse.

But Forbes’s plan to take the Web property public earlier in the decade never panned out. And once Forbes sold a 40 percent stake to private equity investors Elevation Partners three years ago, plenty of Forbes employees, including me, had speculated that Spanfeller would look for a job that promised a big payout. That said, it wasn’t that long ago that Spanfeller was the victor in a power struggle with Jim Berrien, the former publisher of the Forbes print edition.

The news was first reported by AOL’s Daily Finance. Here’s the company memo from CEO Steve Forbes:

To: All Hands

From Steve Forbes

July 16, 2009

Jim Spanfeller, President and CEO of Forbes.com has decided to step down from leading our website after nine years. In the entrepreneurial spirit that Forbes has always championed, Jim will be setting up his own media management company.

Describing his future plans Jim said, “The world of media has changed rapidly in the past 10 years and the velocity of the change promises only to increase going forward. I’ve had a great run at Forbes and have been deeply involved in the breakthroughs and transformations between traditional and digital media.  Now I see a huge opportunity to have my own media management business that will help other traditional media companies make the most of their enormous prospects in digital venues, taking all I have learned here in the past decade and applying on a wider horizon. Forbes.com has truly been a truly wonderful ride and I am deeply in debt to the Forbes family for letting me be a part of it.”

Jim has done a monumental job of bringing Forbes.com to the lead position in business websites, and secured Forbes.com as the must visit site for not only global business leaders but also anyone interested in the finest business reporting and analysis available. At present Forbes.com has 18 million unique visitors a month.

Along the way, Jim has overseen the development and growth of Forbes Digital, which includes Forbes.com, ForbesTraveler.com, Investopedia.com, RealClearPolitics.com, RealClearMarkets.com, Real Clear Sports, and Forbes Business and Finance Blog Network, which together reach 40 million unique visitors a month.

This immense growth on the digital side of the business was spearheaded, pursed, and led by Jim with enormous success. The digital world is still uncharted with few rules, and Jim’s intellect, creativity, and business acumen helped bring us our number one position. For this the Forbes family is very grateful and we wish him all the success in his future plans.

Since Elevation Partners partnered with Forbes three years ago, Jim has worked very closely with them on the growth and development and vision for Forbes.com.  Commenting on Jim’s departure, Roger McNamee of Elevation said, “Jim did a fantastic job leading Forbes.com. In an era when competitors feared it, Jim embraced and evangelized the internet, with huge benefits to Forbes and its audiences. We are grateful for his contributions over the past nine years.”

Jim will be staying through a transition period at least through Labor Day. Please join me and my brothers in wishing Jim all the best in the future, which he deserves.

Both messages are a result of long and tortured negotiations with record labels that have finally come to a close with a deal Pandora says it can live with, though it’s different than the one founder Tim Westergren said the site had nailed down in November. The flip side is that the service will now require users who listen to the service for 40 hours a month to pay 99 cents if they want to hear any more tunes that month.

And the big picture is that Pandora, which has been warning of its doom if it was required to pay steeper royalty rates, can switch gears and brag about its growth. Westergren tells me the service is motoring at a great clip–he says it is on track to generate $40 million in revenue this year, almost all of it from advertising, up from $19 million in 2008–and it can now accelerate.

“I think that this is going to have a really huge impact,” he says. “We’ve been talking about going out of business for the last two years, and that’s not good for growth.”

The new arrangement might also convince investors to cut the service a big check. Earlier this year, multiple sources told me Pandora was looking to raise a very big round, perhaps in the $40 million range, and was talking to private equity shops about a deal. Westergren wouldn’t talk to me about fund raising, but it’s fair to assume that his company looks more attractive now than it did in January.

As for the deal itself, I’ll spare you the details, but in essence it’s a straightforward rate cut. The deal requires a lower per-song fee than Pandora and other Webcasters were supposed to pay under the terms the Copyright Royalty Board signed off on in 2007. It’s retroactive to 2006 and calls for an increase every year up through 2015.

The new deal means Pandora will be spending more than 25% of its revenue on royalties, but it will still be paying less than it would have under the old rules. Under the original terms, for instance, Pandora was supposed to shell out 14 hundredths of a penny ($.0014) per song streamed, per listener. Now it won’t pay that rate until 2015. Meanwhile tiny sites with less than $1.25 million in annual revenue will have a different structure.

The downside is that the deal will require Pandora to tax its heaviest users since it is still paying a per-song fee. “There’s a very small percent of listeners who are using it a ton, and that’s great, except when you’re paying per song,” Westergren says. He estimates the 99-cent fee will apply to a a “single digit” percentage of its 11.5 million monthly users.

Goldman Sachs (GS), which is running the auction for the Times, had originally told bidders to submit their offers by July 8. But as of last night, that deadline has been pushed back, with no new deadline to replace it, reports…the Boston Globe.

The Globe doesn’t know what the extension means, but it does have a concise roundup of potential bidders:

Three local businessmen have surfaced as potential Globe bidders: Stephen Pagliuca, co-owner of the Boston Celtics and managing director at the Bain Capital private equity firm; Jack Connors, a former advertising executive and chairman of Partners HealthCare; and Stephen Taylor, a former Globe executive and member of the family that sold the newspaper to the Times Co. for $1.1 billion in 1993. Connors and Pagliuca, who initially were considering separate bids, requested and were given permission by Goldman Sachs to join forces and submit a common bid.

The other big question. How much will the winner end up paying for the paper? A lot less than what the Times paid for it 16 years ago, obviously.

The Times has already told bidders that they should expect to assume $59 million in pension liabilities if they walk away with the paper, but beyond that, it’s anyone guess. The paper’s own David Carr went through this exercise last month and elicited guesstimates that ranged from $1 to $250 million.

He’s probably being too conservative.

At least if you use Warner Music Group (WMG) as a comp. Edgar Bronfman Jr.’s music company is (very) roughly the size of Hands’s music company and was forever slated to buy, sell to, or merge with EMI. (In May 2006, EMI was willing to pay $26 a share in cash for Warner, but Bronfman rejected the deal; a year later, EMI rejected a Warner offer.)

Take a look: WMG, currently trading at $1.86 a share, is down 86 percent since Terra Firma bought EMI in August 2007. At what point will Hands have to fess up and take another write-down? (Click chart to enlarge).

Here’s an EMI employee with no complaints about the music business–Norah Jones, whose 2002 debut album was really EMI’s last super-huge success. Those days are gone, but she’s managed to hang on to her money–or at least enough to pay $5 million for a Brooklyn townhouse a couple months ago. Check out this excellent duet with Dolly Parton (yup, that Dolly Parton).

Even people who don’t know anything about the music business know what’s wrong with music business: No one wants to buy music anymore.

Right?

Well, sort of.

While people are buying a lot less music than they used to, they’re still spending a couple billion dollars a year on iTunes from Apple (AAPL) and the like, and many billions more on actual, hold-in-your-hand compact discs.

So in theory, at least, a well-run company should be able to do something with a market that big.

That company, at least for the last several years, has not been EMI Music Group. That’s not just in MediaMemo’s judgment, by the way. That’s the judgment of EMI Music’s owners: The United Kingdom’s Terra Firma private equity group, which bought the company for some $5 billion in the summer of 2007.

Terra Firma’s assessment of the company, delivered via a 101-page annual report, makes for amazing reading. We’ve embedded it below (you’ll need to click on “Full Screen” to make it legible).

But in case you’re time-pressed here’s the executive summary:

• EMI has a relatively valuable publishing company, which administers the copyrights to the underlying compositions to songs. That unit makes money.
• EMI also owns a valuable catalog of song recordings. That unit could make money, but it’s all being eaten up by the group that burns money by signing and recording artists who make new recordings that no one wants to buy.
• Terra Firma knew EMI was badly run when it bought it, but it didn’t really know how badly run it was until it owned it. It figured, for instance, that there was a lot of waste at the company. But it had no idea the U.K. division was spending $1.1 million a year on a London taxi service. And it had literally no idea how much money some of EMI’s executives were making, because EMI wouldn’t disclose that during due diligence.

This last part is crucial for EMI’s future because the people who funded the deal last year–Terra Firma’s investors, as well as Citigroup (C), which provided the debt financing–need to be convinced that the people who didn’t understand what they’d bought last year are the people who should be trusted to turn it around.

But that’s a question for later. For now, if you want to see how a music company managed to lose $1.17 billion in 12 months, this is the document for you:

EMI report – Get more Business Documents

[Image Credit: Lorelei]