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M&A and Subsidiary Changes7860Avex Inc.Information and Communications, Services and Others

Notice Regarding the Establishment of a Special Purpose Company (SPC)

The Group has decided to establish 2 SPCs in Delaware, United States, to manage and operate music-related rights. Each company is expected to have capital of US$6 million, which is expected to be increased to a maximum of US$50 million in connection with the acquisition of music catalogs.

Worth reading
45Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
50
US$ millions (maximum planned capital)
Wording
Conditional
How definitive the wording is.

This transaction

Establishment of a special-purpose company (SPC)
Disclosing companyAvex Inc.
Avex Catalog Fund 1 LLC, Avex Song Fund 1 LLCVoting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Management and operation of music-related rights, Management and operation of music-related rights

Location Delaware, United States, Delaware, United StatesShare capital US$6 million (planned), US$6 million (planned)Date of incorporation March 2026 (予定), March 2026 (予定)
Consideration and expenses
Funding arrangementsThe entity acquiring the music catalogs is expected to borrow the acquisition funds through non-recourse loans from local financial institutions with extensive expertise in the music catalog business.
Impact on Business Performance

The impact of this investment on the Company's consolidated results for the fiscal year ending March 2026 will be minor.

Procedures and assumptions
Management structure after acquisitionThe representatives of Avex Catalog Fund 1 LLC and Avex Song Fund 1 LLC will be CEO Brandon Silverstein. Treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameEstablishment of a special-purpose company (SPC)
Name of the Subject CompanyAvex Catalog Fund 1 LLC, Avex Song Fund 1 LLC
Business Description of the Subject CompanyManagement and operation of music-related rights, Management and operation of music-related rights
Location of the Subject CompanyDelaware, United States, Delaware, United States
Capital Stock of the Subject CompanyUS$6 million (planned), US$6 million (planned)
Date of Establishment of the Subject CompanyMarch 2026 (予定), March 2026 (予定)
Voting rights ownership percentageAfter 100% (Avex Catalog Fund 1 LLC is wholly funded by Avex Music Group LLC, and Avex Song Fund 1 LLC is wholly funded by Avex Catalog Fund 1 LLC) (before not disclosed)
Funding arrangementsThe entity acquiring the music catalogs is expected to borrow the acquisition funds through non-recourse loans from local financial institutions with extensive expertise in the music catalog business.
Impact on Business PerformanceThe impact of this investment on the Company's consolidated results for the fiscal year ending March 2026 will be minor.
Date of board resolution30 March 2026
Execution Date / Effective DateDate of establishment: March 2026 (planned) / Planned investment date: April 2026 (planned)
Management structure after acquisitionThe representatives of Avex Catalog Fund 1 LLC and Avex Song Fund 1 LLC will be CEO Brandon Silverstein. Treatment of employees: not disclosed
Items this document does not state (20)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The purpose is to strengthen the management and operation of the music catalog business in the United States and overseas markets, acquire large catalogs using leverage, pursue opportunities for additional acquisitions and sales, and maximize financial returns and corporate value.

How to read this page

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Notice Regarding the Establishment of a Special Purpose Company (SPC) | Avex Inc. (7860) timely disclosure | Komori