Rhapsody, along with Best Buy’s (BBY) Napster, sell music via monthly subscription, as opposed to Apple’s (AAPL) a la carte download offering. But neither service has been able to gain much traction, despite years of effort.

Real Networks (RNWK) currently owns 51 percent of the Rhapsody, which it started, and Viacom’s (VIA) MTV the remainder. Restructuring will give both companies a 49 percent share, and “one or more minority stockholders” will own the rest.

There are a few other details, spelled out in the SEC filing below (for instance, Real needs to pony up some cash, and MTV gets released from some of the marketing agreements it signed on for a couple years ago). But the takeaway is this: Both companies get to move the money-losing music service off their books, and the new structure may theoretically give them a better chance of finding a buyer for the thing.

Last month Real’s founder, Rob Glaser, announced he was stepping down from the company’s CEO spot. But this reorg has been in the works for a bit: Real alerted shareholders to a possible move back in November.

Here’s the relevant text from the SEC filing:

On February 9, 2010, RealNetworks, Inc. (“Real” or “RealNetworks”), RealNetworks Digital Music of California, Inc., a wholly owned subsidiary of Real, MTV Networks, a division of Viacom International Inc. (“MTVN”), DMS Holdco, a wholly owned subsidiary of Viacom International Inc., and Rhapsody America LLC, a Delaware limited liability company (“Rhapsody”) and joint venture formed by Real and MTVN (together with the other parties listed above, the “Parties”), entered into a Transaction, Contribution and Purchase
Agreement (the “Transaction Agreement”), which contemplates a restructuring of Rhapsody. Real and MTVN formed Rhapsody in August 2007 to jointly own and operate a business-to-consumer digital audio music service. Real currently owns 51% of the equity of Rhapsody and Viacom owns the remaining 49%.

At the closing of the transactions contemplated by the Transaction Agreement, Rhapsody will be converted from a limited liability company to a corporation, and the Parties expect that Real and MTVN and one or more minority stockholders will hold the outstanding shares of Rhapsody such that Real and MTVN will own slightly less than 50%, but an equal amount, of such outstanding shares. Real will contribute $18 million in cash, the Rhapsody brand and certain other assets in exchange for shares of convertible preferred stock of Rhapsody, carrying a $10 million preference upon certain liquidation events. A portion of Real’s cash contribution is to repurchase the international radio business that was previously contributed to Rhapsody. MTVN will contribute a $33 million advertising commitment in exchange for shares of common stock of Rhapsody, and MTVN’s previous obligation to provide advertising of approximately $111 million as of December 31, 2009 will be cancelled. In addition, both the Stockholder Agreement, dated as of August 20, 2007, between Real and Viacom International Inc., on behalf of MTVN, and the Limited Liability Company Agreement, dated as of August 20, 2007, among the Parties will be terminated, including the put and call rights held by Real and MTVN and MTVN’s rights to receive a preferred return in connection with the exercise of Real’s put right.

Real expects that the transactions contemplated by the Transaction Agreement will be completed late in the first quarter of 2010, subject to the satisfaction of customary closing conditions. At the closing, the Parties will enter into a Stockholder Agreement that contains provisions regarding the governance of Rhapsody, stock transfer restrictions and approval of certain corporate transactions. Rhapsody will
be initially governed by a Board of Directors with two directors appointed by each of Real and MTVN and one independent director appointed by mutual agreement of Real and MTVN. At the closing of the transactions, the Parties will also amend certain existing agreements, including the expansion of the technology and intellectual property licenses from Real to Rhapsody relating to the core technologies for the Rhapsody audio digital music service to provide worldwide, perpetual licenses and certain rights for use of the core technologies in business-to-business audio music services.

Upon the completion of the transactions contemplated by the Transaction Agreement, Real expects that it will no longer consolidate Rhapsody’s financial results with Real’s consolidated financial statements.

Brad Garlinghouse’s appointment to a new job at AOL today as its new communications czar is yet another sign of an interesting trend for those keeping score of the comings and goings of top Internet execs.

Garlinghouse came to the Time Warner (TWX) online unit after a year-long break, preceded by six years at Yahoo (YHOO).

As anyone who watches the digital space knows by now, this kind of management musical chairs is common and never-ending.

In fact, borrowing a quote by IAC/InterActiveCorp (IACI) CEO and chairman Barry Diller from an onstage interview I did with him at the sixth D: All Things Digital conference and switching out Hollywood for Silicon Valley: “[It] is a community that’s so inbred, it’s a wonder the children have any teeth.”

But, given all the movement of late, this insider seat-switching seems more frantic than ever, as allegiances shift, competitors become friends and colleagues become rivals faster than you can tweet.

When he left Yahoo last summer, in fact, the digital chatter was that Garlinghouse would take a job either as a venture capitalist (he had been one once) or helming a start-up (that too, at Dialpad.com).

In fact, sources said, Garlinghouse had been considering two mobile gigs, but opted for helping to try to overhaul a troubled Web giant.

Fixing messes was the impetus of Owen Van Natta, who left a top job at social networking giant Facebook in early 2008 and by the end of the year, headed over to run Project Playlist, a controversial online music-sharing service.

But then he had hightailed it by spring to try his hand at reviving MySpace, as its CEO.

His boss, News Corp. (NWS) digital head Jon Miller, did the same, getting the hook (unfairly to my mind) at AOL several years ago and then creating an investment firm with former MySpace head Ross Levinsohn.

The pair considered being part of a bid to oust Yahoo management in 2008.

Miller’s freedom lasted only until he got an offer that he presumably could not refuse from News Corp. head Rupert Murdoch recently. (Full disclosure: News Corp. owns Dow Jones, which owns this site.)

The list goes on, chock full of ex-Yahoos, in fact.

Its one-time COO, Dan Rosensweig, left the company in 2006, for example, and joined the well-known private-equity firm, Quadrangle Group.

But, soon enough, he was scooped up by Activision Blizzard (ATVI) to run its Guitar Hero division.

Yahoo Network head Jeff Weiner also departed from the Internet giant, in mid-2008, for a stint at two VC firms.

He landed at LinkedIn, the business-networking service where he was named CEO in late June.

Greg Coleman ran Yahoo ad sales until mid-2007 before taking a job at AOL earlier this year, which he lost after it got new management soon after.

At Yahoo, Coleman sparked with former advertising sales head Wenda Harris Millard, whom he ousted. She went onto Martha Stewart Living Omnimedia (MSO) and left there this spring for the Media Link consultancy.

Presto! She is now helping MySpace’s Van Natta fix the social networking site’s ad business.

Current Yahoo U.S. advertising head Joanne Bradford actually came from Microsoft last summer, via her own short visit to the troubled ad start-up SpotRunner.

Former Yahoo search techie Qi Lu now runs digital for Microsoft (MSFT), along with a big gang of ex-Yahoo techies he has recruited.

And Scott Moore is even better at the switcheroo. He was at Microsoft running MSN U.S. content, switched to Yahoo as its media poobah, left last year to consider a start-up and then headed back to Microsoft as head of U.S. content this year.

But former Google (GOOG) execs have also been busy shuttling hither and yon, mostly to innovative start-ups.

Of course, many find refuge at Facebook (COO Sheryl Sandberg, PR major domo Elliot Schrage and many more) and Twitter (GC Alexander Macgillivray and COO Dick Costolo).

Recent departures–such as Sukhinder Singh Cassidy, who landed at Accel Partners for now–are also likely to find new homes soon enough.

And, of course, there’s always Garlinghouse’s new boss, former Google ad head Tim Armstrong, who took over at AOL earlier this year.

We’ll skip former Joost CEO and former Cisco (CSCO) exec Mike Volpi (who is now a VC); former Netscape Communications/short-term VC/ex-banker/current-for-now CBS (CBS) digital head Quincy Smith; and Joanna Shields, who has worked at Real Networks (RNWK), Google and Bebo (which was bought by AOL)–for now.

Because, around and around and around it always goes, as you can see in this funny video below, which I posted previously:

[Musical Chair designed by Jacob Mathew.]

Team –

Rob

Talking about a range of Web issues, the interviewees include pundit and investor Esther Dyson, Real Networks’ Rob Glaser, Simon Assaad of Heavy, BSkyB’s James Murdoch and the ubiquitous Quincy Smith of CBS: