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BMI, which was acquired by New Mountain Capital in February, last night notified songwriters and publishers that its previous owners, mainly radio and TV stations, have followed through on their commitment to disburse a $100 million bonus from the undisclosed amount received for the sale — which sources say was over $1 billion — to songwriters and publishers. What’s more, it disclosed to each songwriter and publisher how much they will be receiving.
Songwriters and publishers expressed gratitude for the payout — after all, the sellers were under no legal obligation to share any of the sale price with BMI members. In fact, some consider it a very generous reward from the prior owners. However, other sources have suggested that morally, the previous owners should shared something, considering it was songwriters’ and music publishers’ rights that generated all the licensing revenue and created the value for the sale price to be achieved.
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In any event, publishers and songwriters contacted by Billboard Thursday (March 28) said they were engaging in mathematical analysis to try and figure out what their payment represented, even though BMI laid out on its website some details on how it arrived at each individual payout. According to the website, BMI looked at the most recent five years of payouts (2019-2023) and used that as a basis to determine how much each payout should be — after taking into consideration whether the songwriter’s catalog was there for all five years or is still there even if the songwriter has left. Then, it apparently divided songwriters into tiers based on undisclosed parameters and paid every songwriter or publisher in that tier the same amount according to the website. Only songwriters or publishers that had received over $500 in royalties were eligible for a bonus distribution.
BMI didn’t provide any information on how it calculated allocations other than to say it split the bonus payouts evenly between songwriters and publishers — and that sold catalogs’ bonuses would be pro-rated between the new owners and old owners. But it did disclose that the method it used “is different from how we calculate our quarterly distributions,” according to the letter signed by BMI president/CEO Mike O’Neill that accompanied news of the allocation. “We thought very carefully about how we determined this allocation and made every effort to be as inclusive as possible and have it applied to the greatest number of earning BMI affiliates,” O’Neill’s letter stated. “Your allocation is truly well deserved, and I’m very pleased to deliver it to you on behalf of BMI’s former shareholders. Moving forward, your future with BMI is brighter than ever.”
Meanwhile, publishers’ data teams spent the day analyzing the payouts, looking at instances where they could see payouts on multiple catalogs or songwriters with similar characteristics for the five-year terms in order to compare them. Others measured their bonus payout as a percentage of the $100 million or compared it to the suspected sale price.
Still others decided that the best way to measure the bonus was to add up all the royalties BMI paid for a song catalog for the five-year period to see what percentage of that amount the bonus comprised; and then to compare that percentage with other songwriters or catalogs. One such catalog, an A-level writer/producer with several No. 1 hits during the period, earned about $4.1 million from BMI over those five years and received a bonus of $47,000 — or a 1.15% bonus on the earnings for the period, according to one source who had access to that data.
Another publishing source says comparing songwriters on its rosters who are equally successful to what each received as a bonus created quite a bit of confusion. In one instance, when they compared two songwriters at the same level, both got the same amount even though one has been at BMI for all five years while the other has only been there for only a few of the five years. “BMI might file this under ‘no good deed goes unpunished’ or ‘looking a gift horse in the mouth,’ but so far I can’t see any rhyme or reason on how they are determining the payouts,” that publisher says, but quickly adds, “Having said that, I am very happy for getting the money.”
A BMI representative was unavailable to comment at deadline — the organization was holding its Trailblazers of Gospel Music Awards event in Atlanta on Thursday. But the O’Neill letter to those receiving bonus payments also noted that the new owners will give BMI increased capabilities and leave the organization in “the best possible position to tap into numerous growth opportunities that will ensure your long-term success…increasing your distributions, elevating the services we provide and exploring new revenue streams that will benefit you.”
ASCAP collections grew 14.1% to $1.737 billion in 2023 and payouts to songwriters and publishers increased 14.7% to $1.592 billion, the performance rights organization reported Wednesday (Feb. 28). Those figures represent a record year for ASCAP in both revenue buckets, as well as all-time highs for any U.S. performance rights organization ever, ASCAP claimed.
The last time BMI revealed its annual financials — for the year ended June 30, 2022 — the PRO reported collections of $1.573 billion and pay outs of $1.471 billion. BMI did not disclose any full-year financial information in its most recent annual report for its fiscal year ended June 30, 2023, and is not likely to disclose any financial information going forward, since it’s now owned by institutional investor New Mountain Capital and will be operating on a for-profit basis. ASCAP now stands as the only U.S. PRO operating on a not-for-profit basis.
ASCAP’s collections break down to $1.327 billion domestically (up 12.7% from the year prior), and $410 million internationally (up 19.2%). For distributions, ASCAP paid out $1.217 billion domestically (up 16.1%), and $375 million internationally (up 10.3%).
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“ASCAP’s mission and not-for-profit business model are more important now than ever before, as artificial intelligence transforms the music landscape, and the need for legislative advocacy to protect creators in DC has never been more important,” ASCAP chairman and president Paul Williams said in a statement. “ASCAP will always be a champion for the humans who create music and demand transparency and fair payment from those who exploit our work. ASCAP makes it possible for our songwriter and composer members to write the next song, to earn a living and to support their families. No one else in the industry has the backs of songwriters like ASCAP.”
In announcing its financial results, the organization pointed out that unlike its competitors, ASCAP has no debt, no shareholders, no private owners and no private equity investors. In other words, ASCAP’s music creator and publisher members are the sole beneficiaries of ASCAP’s financial success.
Moreover, it noted that a democratically elected Board of Directors composed of music publishers and music creators sets the royalty distribution rules and cost allocations based on follow-the-dollar principles. It is the only U.S. PRO that makes those distribution rules publicly available on its website providing transparency to its membership.
“We are delivering industry-leading technical innovation, legislative advocacy and revenue growth that solely benefits our members, not outside investors or shareholders,” ASCAP CEO Elizabeth Matthews said in a statement. “As we like to say, private equity never wrote an iconic love song which is why we fight purely for songwriters, composers and publishers, not for those who use creators and their works of art for their own profits or to secure their own debt. ASCAP differs from others because our mission and purpose is clear and unique.”
In looking at new technology, the PRO reported that in 2023 its board of directors adopted six principles to guide its response to the technology and later submitted them on behalf of members to a U.S. Copyright Office study on generative artificial intelligence. And it reported it had held some AI symposiums for members.
During the year, ASCAP membership grew by 66,000 new members bringing total membership to 960,000 members. Some of those new members included PinkPantheress, Jack Antonoff, Tyla, and Jared Leto and Shannon Leto of 30 Seconds to Mars, as well as art-pop singer-songwriter Caroline Polachek, alt-rocker d4vd, jazz vocalist Samara Joy, country genre bender Jessie Murph, dark balladeer Chappell Roan, post-punker ThxSoMuch and writer-producer Alexander 23, among others
Moreover, the organization says its song catalog now includes 19 million copyrights that consists of music from the likes of Beyoncé, Billy Joel, Cardi B, Dua Lipa, Garth Brooks, Jay-Z, Katy Perry, Lil Baby, Lin-Manuel Miranda, Mariah Carey, Olivia Rodrigo, Paul McCartney, Stevie Wonder and Usher, among others.
Getting back to the financial numbers, ASCAP notes that since the launch of its strategic growth plan in 2015, its compound annual growth rate (CAGR) for total revenue through 2023 has increased to 7%, and the CAGR for total distributions over the same time period rose to 8%.
Moreover, ASCAP reported that in 2023, audio streaming revenue rose 21%, general licensing revenue rose 23%, radio revenue rose 10% and audio-visual revenue rose 3% as compared to 2022. However, ASCAP didn’t break out the specific revenue numbers like it used to in the years preceding 2015, the last year that ASCAP provided extensive insight into its financials.
As a percentage of revenue, overall ASCAP paid out 91.7% of collections in 2023, which implies expenses accounting for 8.3% of revenue. Yet, ASCAP executives also say the organization’s pays out nearly 90% of collections, which means overhead amounts to a little bit more than 10% of revenue.
In any event, ASCAP claims its 90 cents payouts on every dollar of collections yield “the highest value exchange applied to the lowest overhead rate provided to creators and publishers of any U.S. PRO.”
iHeartMedia received $101.4 million from the sale of BMI, in which it held a minority stake, to New Mountain Capital, the company announced Monday (Feb. 12) through an SEC filing. The sale was finalized on Feb. 8. iHeartMedia had previously announced on Nov. 27 that it expected to receive approximately $100 million from the sale, […]
For years, ASCAP and BMI were seen as the Coke and Pepsi of the performing rights management business — two giant entities with complicated formulas that seemed the same from a distance but quite different if you examined them closer. The November agreement to sell BMI to a group of investors led by New Mountain Capital, which was completed Feb. 8., has changed that — and the songwriters for whom they compete have already seen it in the marketing. BMI is making the case that a for-profit model will let it invest more aggressively in technology, among other things, while ASCAP pointed out on social media that “private equity never wrote an iconic love song.” The Pepsi Challenge seems quaint by comparison.
There were always differences between the two — ASCAP is governed by members, BMI was owned by its licensees; ASCAP charged a onetime $50 fee to join, while BMI was free, though that changed and now ASCAP is free to join and BMI charges $75. And although it’s hard to know for certain, this could end up being more of an evolution than a revolution: Nonprofits invest in technology and operations all the time, although it can be tricky, and the music business wasn’t exactly unsullied by greed before the days of private equity.
BMI and ASCAP collect and distribute more money than any other rights organizations in the world, though. So any changes in the way BMI operates — let alone whatever changes ASCAP makes in response — will reverberate through the entire competitive ecosystem to their less regulated U.S. rivals SESAC and GMR (which invite only the songwriters they want to join); to performing rights societies around the world; and ultimately to everyone who writes, owns or publishes songs.
New Mountain Capital wants a return on its investment, so BMI will need to make a profit — plus grow. Some of this will presumably come from higher-margin new businesses, including international venture — think cooperations or partnerships with societies in India, Africa or the Middle East. (BMI and ASCAP are subject to consent decrees that limit what other businesses they could get into in the U.S.) There’s already some competition in some of those places from European organizations, though.
Presumably, some of the profit is going to have to come from BMI’s traditional U.S. performing rights operations — and that won’t be easy, according to about a dozen rights organization and music publishing executives I spoke with for this column. (None has any inside knowledge about BMI’s plans.) Essentially, BMI will need to hold back enough of the money it collects to both cover its operating costs and make a profit on top of that, while paying its songwriters and publishers more than they can get from its rivals.
BMI has said a bit about how it plans to do that. In an Oct. 12 letter to “BMI affiliates and industry partners,” CEO Mike O’Neil said that for the next three years, BMI’s goal would be to retain 15% of its licensing revenue, as opposed to “around 10%,” although it would take a higher margin on “incremental growth we create for the company,” including acquisitions and new services. To make sure that additional 5% doesn’t come at the expense of songwriter and publisher royalties, BMI will need to negotiate deals that are significantly better than ASCAP’s on a consistent basis.
The only way to do that is to have the most in-demand repertoire from top songwriters like Taylor Swift, probably BMI’s biggest songwriter— and getting and retaining it may require offering better terms to top writers. That would almost presumably involve attractive advances (which all four U.S. performing rights organizations sometimes offer) and some form of bonus structure for top performers (which ASCAP and BMI offer, although their methodology differs). BMI said that advances have always been part of its strategy and it has no plans to change its general approach to this or its bonus structure, or its distribution policies. But what if BMI’s rivals also offer higher advances and better bonuses? If getting the best deal terms means having the best repertoire, they have every reason to do so.
The question is how those writers will be rewarded for the leverage they provide, and if Swift’s popularity helps her fellow songwriters, it’s only fair that she should benefit. But this can also create a temptation to pay out even more to the most successful writers — to give a bit more to Peter and a bit less to Paul and Mary. It’s good for everyone — until at some point it starts to feel unfair. And everyone who writes songs or manages those who do is either deeply concerned about this issue or simply eager to make sure they end up on the right side of it. Competition is all well and good, and it will be interesting to see which creators look for better deals and which stick with their current rights organization. (It can be harder than it should be to switch in some cases, which will be the subject of another column.) Ultimately, though, all these creators may find themselves fighting for bigger slices of the same pie.
Shares of iHeartMedia got a boost from the sale of its stake in BMI, rising 7.9% to $3.00 and making the radio giant the best-performing music stock of the week.
The company announced on Monday (Nov. 27) that it expected to receive approximately $100 million from the sale of BMI to New Mountain Capital. With a current market capitalization of just $423 million, the $100 million pre-tax windfall could provide a boost to a stock that has fallen 51.1% this year. iHeartMedia’s announcement said the company plans to use the proceeds for general corporate purposes, “which may include the repayment of debt.” At the 2023 Wells Fargo TMT Summit on Wednesday, CFO Rich Bressler told investors, “You should assume that we will reduce debt with it.”
The BMI sale follows iHeartMedia’s announcement in its third-quarter earnings that it has paid off $519 million of debt since the second quarter of 2022. In the third quarter, the company retired $89 million in principal balance for $65 million cash, according to its Q3 2023 investor presentation. Debt reductions to date are expected to save the company about $43 million in annual cash interest. Additional debt redemptions aided by the BMI sale will further reduce interest expenses and help its bottom line while the advertising market recovers. “I think we’re in terrific shape from the liquidity generation and free cash flow,” Bressler said on Wednesday, “and also in terrific shape to be able to take advantage of opportunities in the marketplace to improve the capital structure.”
The Billboard Global Music Index dropped 0.2% to 1,449.08 as nine of the 20 stocks finished the week in positive territory, 10 stocks posted losses and one was unchanged. Year to date, the index has gained 24.1%.
The week was notable for the unremarkable movements — either positive or negative — in most stock prices. In the absence of earnings results or major news releases, the biggest companies on the Billboard Global Music Index were confined to a narrow band of results. Warner Music Group shares rose 3.8% to $34.59, Universal Music Group gained 1.5% to 24.60 euros ($26.80), Spotify fell 0.5% to $180.75 and Live Nation dropped 3.9% to $84.23.
Anghami, the Abu Dhabi-based music streamer, had the index’s largest drop, diving 18.1% to $2.30. Still, the company’s share price is up 44.2% year to date and has gained 129% since receiving a notification, from the Nasdaq Stock Market in October, regarding its stock’s closing price falling under the $1.00 per share threshold for 30 consecutive days. Companies whose stocks fall below $1.00 for extended periods face being de-listed from the exchange.
While music stocks dropped slightly, some major indexes finished the week at new highs. On Friday, the S&P 500 rose 0.8% to 4,594.63, its highest mark of 2023 and its best showing since March 2022. The Dow Jones Industrial Average, a collection of 30 blue-chip companies, rose 2.4% to a new all-time high of 36,245.50. The Nasdaq composite gained 0.4% to 14,305.03 — nowhere close to its all-time record of 16,057.44 set in 2021 but close to its 2023 high of 14,446.55 set on July 19. In the United Kingdom, the FTSE 100 gained 0.5% to 7,529.35. South Korea’s KOSPI composite index grew 0.3% to 2,505.01.
By now, you’ve heard the news that BMI is selling its interests to a shareholder group assembled by the private equity firm, New Mountain Capital. The sale has come with questions and consternation from songwriter advocacy groups — including the Music Artist Coalition, where I am a board member — and U.S. music attorneys. These songwriter advocates asked for (1) transparency about the sale and (2) a window of time after the sale that would allow unhappy songwriters to leave.
Most questions remain unanswered, and BMI has not opened a window for songwriters to leave. But the sale seems to be proceeding anyway, subject to “regulatory approval.” Given that, here’s what you should watch out for as a songwriter, a songwriter representative or someone who benefits from administration or co-ownership of a songwriter’s songs.
1. What Does This Mean?
In short, it means that BMI, which has been a not-for-profit organization since its founding in 1939, has turned into a for-profit organization and sold to a private equity company. Private equity companies acquire companies that they believe are undervalued in hopes of realizing a significant return on their investment in a relatively short period of time. This is called a “holding period.” While some private equity periods fall outside the average, in 2023 the average “holding period” for a private equity fund with a company it buys is just over seven years, which is the longest it has been in over two decades (in 2022 it was just under 6 years).
According to press reports citing sources, BMI in its first year as a for-profit entity has generated about $130 million in earnings before interest, taxes depreciation and amortization (EBITDA). In order for the shareholder group to be successful, it will need to continue to grow profits or EBITDA from where they are today. To do that, they have to increase revenue and/or decrease expenses. The concern underpinning the sale is that BMI has historically grown revenue in order to pass it on to songwriters and publishers. The only revenue BMI traditionally held back was to cover its overhead. Turning to a for-profit model with private equity owners means that BMI’s shareholders will expect to participate in the profits BMI generates (through distributions or leveraging BMI), which may mean that less of the revenue generated will be distributed to the writers and their publishers.
2. How Does This Compare With My Other Options?
That is one of the unanswered questions. BMI’s goal is that there will be no negative impact to writers and publishers. BMI says they have a “goal” (not a guarantee) not to withhold more than 15% of revenue for three years for profit and overhead, but this doesn’t apply to revenue from any new business lines the company now enters.
Without more specificity, it is hard to determine how this will be possible and whether songwriters will be negatively impacted. It would be great if BMI provided more details about how they will increase distributions and increase profits at the same time. Ideally, BMI would give their affiliates an audit right, so that songwriters and publishers can monitor whether BMI reaches its goal. Otherwise, it should continue to release its financials showing collections, distributions and EBITDA.
3. How Will I Know?
Unfortunately, transparency is an issue. BMI’s latest public filing contains very little information on the state of the company and its revenue. In fact, they provide far less financial information than they did just a few years ago. Larger market players (like music publishers) may be able to compare and contrast the revenue they receive from one PRO vs. another and compare it with general growth trends of the music business and growth in the particular market segments that pay for performance (radio, film/TV, streaming, bars/restaurants, etc.).
We hope that songwriter advocacy organizations, in conjunction with music publishers, will be able to create and provide some level of transparency in the future for all songwriters. As a board member of the Music Artists Coalition, we have determined to make this a priority. Information is power, and songwriters who signed up for BMI under the premise of it being a non-profit should work to get as much information as possible. Ultimately, what matters is what you make as a songwriter – so watch your statements.
4. Do BMI Writers Share in the Sale Proceeds?
A little. In response to pressure from advocacy groups, BMI said that $100 million will be shared with its affiliates. BMI, in its sole discretion, will determine who gets it and how much, but it has agreed to use prior payment principles to do so. Affiliates includes both songwriters and publishers, and how much of the $100 million will be distributed to each of those two groups has not been disclosed.
The rest of the estimated $1 billion goes to BMI’s shareholders, which are broadcasters. For some broadcasters, this is a rebate of the performance royalties they have paid over the last few decades. This may seem particularly gruesome to songwriters who are also recording artists in the United States, which is one of the only countries in the world where broadcasters do not pay performance revenue on recordings.
5. What Do I Do Next?
If you’re a BMI member, stay informed. Ask questions, read your statements, follow the news and watch for reports on distributions starting after the second half of 2024. Talk to your co-writers at other PROs and compare payments. It takes four and a half months from the end of a quarter until you receive your accounting.
Check your agreements to understand when you can terminate membership, and when you can withdraw your songs. If you are unhappy with the results of the sale, you have the right to leave, but it can be tricky. BMI (like ASCAP) has one window during which you can resign as a writer (often every two years), but a separate, often completely different window (often every five years) during which you can terminate your publishing entity. You have to watch your windows and send your notice in advance, adhering to the timeframes allowed for resignations and terminations. And don’t forget that your songs stay with BMI while they are subject to “licenses in effect,” meaning that even when a songwriter leaves, their catalog stays behind for the term of existing licenses.
6. What Does Google Have To Do With All This?
We aren’t really sure, other than the fact that CapitalG (Alphabet’s independent growth fund) is listed at the end of the press release announcing the sale. Google owns YouTube, which has a history of underpaying songwriters — at least for its ad-supported tier. We will be watching this one closely.
Jordan Bromley leads Manatt Entertainment, a legal and consulting firm providing services to the entertainment industry for over 45 years. He sits on the Board of Directors for the Music Artists Coalition, an artist first advocacy coalition established in 2019.
BMI is being sold to a New Mountain Capital-led shareholder group in a deal that is expected to close by the end of the first quarter of 2024, a company spokesperson confirmed with Billboard.
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While terms of the deal were not disclosed, the buyer announced that as part of the deal BMI’s current shareholders will allocate $100 million of the sale’s proceeds to songwriters and publishers affiliates “in recognition of [their] creativity.” That planned payout will adhere to BMI’s distribution methodologies.
The deal still needs to be approved by the broadcaster shareholders that have long owned the performance rights organization and will also need regulatory approval.
“Today marks an exciting new chapter for BMI that puts us in the best possible position to stay ahead of the evolving industry and ensure the long-term success of our music creators,” BMI president and CEO Mike O’Neill said in a statement. “New Mountain is an ideal partner because they believe in our mission and understand that the key to success for our company lies in delivering value to our affiliates.”
As part of the agreement, New Mountain is reserving additional capital to fund growth investments and technology enhancement to help BMI’s long-term plan to maximize distributions for its affiliates and improve the service it provides to songwriters and publishers.
“BMI has been a trusted guide and champion of music creators from the beginning, and we are privileged to work with the company and its 1.4 million affiliates to build on that incredible legacy,” New Mountain managing director Pete Masucci said in a statement. “There are numerous growth opportunities ahead for BMI with significant potential to generate more value for the work of its songwriters, composers and publishers. We look forward to working together alongside Mike and his team to capitalize on those opportunities for the benefit of all BMI stakeholders.”
In emphasizing the buyer’s commitment to investment in next generation technology platforms, New Mountain director Mike Oshinsky said in a statement, “There is tremendous opportunity to modernize this critical part of music infrastructure and ensure that long term royalty collections for songwriters, composers and publishers continue to grow. With our support, BMI is ideally positioned to drive this transformation as the only PRO in the world to combine an open-door policy to all music creators with the innovation and commercial drive of a for-profit business.”
Goldman Sachs & Co. LLC served as financial advisor to BMI and Fried, Frank, Harris, Shriver & Jacobson LLP served as its legal advisor. Moelis & Company served as financial advisor to New Mountain, and Simpson Thacher & Bartlett, LLP served as its legal advisor. As part of New Mountain’s investment, CapitalG will also invest a passive minority stake in BMI.
BMI has released its annual report for its fiscal year and, for the first time ever, it hardly contains any financial information.
Such information as how much it collected or distributed in the recently completed year is not revealed in the annual report, even though BMI has historically revealed detailed financial information every year. The report also doesn’t show how much collection and distribution amounts changed from the prior year’s $1.573 billion and $1.471 billion, respectively.
The only information indicating BMI’s financial performance in the year is an observation by BMI president and CEO Mike O’Neill that “every distribution we issued in our last fiscal year was higher than the corresponding one from the previous year.” No further specifics were provided.
The only numbers in the entire annual report that give any indication of how much activity BMI tracked in the year was a note that the performance rights organization processed 2.61 trillion performances, while its membership grew 7% to 1.4 million affiliates, and that it licenses and collects on behalf of 22.4 million works. Dollar amounts only appear once in the 24-page report, when O’Neill states in the opening note that BMI’s November distribution is forecast to be $400 million — which he labeled another record “that would make BMI the first ever PRO to ever distribute this high an amount in a single quarter.” The November quarter is in its current fiscal year, and not a part of the completed year covered in the annual report.
Last October, BMI announced it was switching from a not-for-profit model to a for-profit one. Now, in an opening note to this latest report, O’Neill disclosed the organization’s goal is to distribute 85% of the licensing revenue it collects to songwriters and publishers. The other 15% of collections, he wrote, will cover overhead and allow BMI to achieve a modest profit margin, noting that expenses typically comprise about 10% of revenue. In recent years, BMI’s distribution has been about $90% of revenue.
If BMI creates new M&A opportunities, however, or enters new businesses or offers expanded services, O’Neill said that BMI “will look to take a higher margin on any revenue generated, though always with the goal of sharing that new growth with our affiliates.” In other words, for those business, BMI may not limit itself to a 5% profit margin.
O’Neill also noted that “if BMI decides to seek outside capital or borrow money to invest in new services and opportunities, any repayments will come out of our retained profits and not distributions.”
In the current fiscal year, O’Neill reported that under the new business model BMI’s February distribution was its largest ever, up 6% over the previous year. That was then surpassed by the May distribution, which was up 15% over the corresponding year-earlier period. O’Neill predicted that the next two distributions for the remaining calendar year will follow that trend. For the full calendar year, distributions are projected to be 11% above calendar 2023, the report noted.
Going forward, O’Neill said BMI will announce percentage increases, but apparently will continue to withhold all other financial information.
Seemingly responding to immense pressure from the songwriter community and music publishers who have publicly expressed their unhappiness about BMI’s switch to profitability and its evasion of the many questions they asked, after disclosing the 85% distribution goal, O’Neill’s opening note repeats many of the thoughts he has already shared through open letters on the issue. “We changed our business model last year to invest in our company and position BMI for continued success in our rapidly evolving industry,” he wrote. “Our mission remains the same, to serve our songwriters, composers and publishers and continue to grow our overall distributions as BMI has done each year that I have been CEO. In order to continue this trajectory, we need to think more commercially, explore new sources of revenue and invest in our platforms to improve the quality of service we provide to you. I’m pleased to say that we have already made great progress on delivering these goals.”
He also reiterated that BMI changed its business model to better position the company for success in a rapidly evolving industry. “Our mission remains the same, to serve our songwriters, composers and publishers and continue to grow our overall distributions as BMI has done each year that I have been CEO,” O’Neill wrote. “In order to continue this trajectory, we need to think more commercially, explore new sources of revenue and invest in our platforms to improve the quality of service we provide to you.”
While BMI can accomplish its plans and goals on its own, O’Neill wrote, “We also recognize the opportunity to substantially accelerate our growth by partnering with a like-minded, growth-oriented investor with a successful history of building businesses. Of course, that partner would need to share our vision that driving value for our affiliates goes hand-in-hand with growing our business and building a stronger BMI.”
As Billboard previously reported, BMI is in an exclusive period with New Mountain Capital in a deal to sell the PRO — which is currently owned by radio and television broadcasters — at a $1.7 billion valuation. The valuation, however, sources say, is under downward pressure as negotiations continue.
While stating nothing has yet been signed, O’Neill wrote that the for-profit business model and the strategy outlined “will hold true for BMI whether or not we move forward with a sale.” In other words, BMI will continue to be a for-profit business, regardless of whether it sells or not.
BMI’s October 2022 switch to operating as a for-profit company didn’t cause a big reaction in the music business until a July 2023 Reuters article about the company being put up for sale revealed that it had generated $147 million in earnings before interest, taxes, depreciation and amortization. Then the response was significant – and mostly negative. The fear was that profit would essentially come at the expense of royalty payouts.
Even so, BMI executives and other music business sources familiar with the way private equity funds think about business suggest that songwriters and executives should wait to see how the performance rights organization’s vision, backed by the right strategic partner — such as New Mountain Capital, with which BMI is negotiating — could help them.
BMI has said it is switching models and seeking a buyer in order to respond to a changing market. “We need to continue to invest in our business and explore new avenues for revenue generation,” CEO Mike O’Neill said in an Aug. 18 letter to creators groups that was shared with Billboard, “so we can continue to expand our distribution sources.”
To do that, while delivering the kind of growth a buyer will presumably want, BMI plans to explore new businesses to build a company that can operate at scale, and across national borders, more efficiently than it now does. The idea, according to sources inside and familiar with BMI, is to create a new interdependent royalty-collection ecosystem that will benefit BMI and its potential new owner, as well as its affiliates.
BMI is looking for “a partner who can help us take advantage of new opportunities and provide a new level of investment and technological expertise,” according to a Sept. 5 letter from O’Neill to creators groups published on BMI’s website. New Mountain Capital, which is in an exclusive period to negotiate a deal with the performance rights organization, could be such a partner, executives familiar with the private equity sector suggest, since the firm has a track record of investing in companies to help them achieve significant growth. Since its 1995 launch, New Mountain — which now oversees more than $35 billion in assets and funds — has acquired or founded more than 60 companies, without any going into bankruptcy and without missing an interest payment, according to the company.
In particular, sources familiar with New Mountain Capital point to its investment in Blue Yonder, a software company the private equity firm acquired for $565 million in 2010 and sold to Panasonic in 2021 for an enterprise value of $8.5 billion. The private equity firm, “through continued investment and improvement” helped grow it from a “somewhat sleepy niche company to being the 14th largest software company in the nation,” New Mountain Capital’s CEO Steve Klinsky wrote in the May-June 2022 issue of Harvard Business Review. “We offer the capabilities and access to capital that a large corporate parent would, without forcing companies to become part of a conglomerate culture. At the same time, we bring a fresh, entrepreneurial vision to strategy, talent, R&D, technology, and corporate alliances.”
Still, BMI has not specifically addressed many of the concerns raised by its switch to a for-profit model, which is why songwriters and publishers remain nervous. In fact, on Sept. 18 a letter signed by dozens of lawyers called on BMI to engage in open and honest conversations with affiliates, saying that the PRO owes them the responsibility to respond with “specificity and transparency.”
“I get it that some writers may have legitimate worries because in a vacuum there is not a clear picture of what such a deal could be and how it could be a positive for BMI,” says a veteran music business executive. “But a lot of people with their own interest have been spreading very negative spins with shrill voices that what BMI is doing will be bad for publishers and songwriters.”
In the case of New Mountain Capital, the executive says, they “are nice, smart people” that help businesses add new processes to help them grow substantially and become even more profitable. New Mountain Capital has been studying the music industry for a few years and looked at some substantial deals, sources say, but so far has passed on them until now.
“There is so much negativity out there that doesn’t give this deal the benefit of the doubt,” says another executive. “New Mountain Capital are not corporate raiders; they are intelligent and love the business and want to grow the revenue base so that publishers and writers will be making more money and still make a profit for BMI.”
That’s exactly the kind of approach BMI is looking for, according to executives familiar with its strategy. In its first year as a for-profit business, for example, BMI announced a partnership with the United Arab Emirates company Music Nation to try to establish a public performance licensing and royalty infrastructure there. BMI has also undertaken an “extensive customer service initiative” to enhance the service it provides to affiliates, with plans for an improved online service portal to follow.
The company has said that its move to a for-profit model made these investments possible. But one music publishing executive, who requested anonymity, wonders “why is it easier to invest in systems upgrades as a for-profit entity rather than as a not-for-profit organization?” One answer: The level of investment would impact distributions to affiliates under the previous not-for-profit system.
Publishing executives also believe that growing outside the U.S. will become a priority for BMI. Most of the growth for royalty collections is now coming from the growth of streaming services, and most of that will be international. Over the past decade, some of the European collective management organizations teamed much with publishers to license repertoire for online purposes across Europe, as European law allows. Such a model could also work in other territories, such as Latin America, Asia, or even the Middle East.
Given the opportunity for BMI outside the U.S., another executive wonders if it could be the first organization to try to rollout a global model, with a global membership. And if so, whether that would re-ignite competition to sign writers around the world.
Meanwhile, some executives speculate about whether New Mountain might be frightened off by the antitrust consent decree under which BMI operates, but “they understand deeply what that means,” says a source familiar with the fund, “and that it is baked into the business.”
Private equity is known for growing profits, not restraining them, but sources familiar with BMI’s thinking say that potential suitors need to understand that the company will prioritize payouts. In fact, a potential deal would not involve an expectation of “insane margins,” says one music industry executive who has worked with private equity. If a sale takes place, said O’Neill in an Aug 19 letter, BMI “would ensure that any partner embraces our mission of prioritizing the interests of songwriters, including their financial success.”
For-profit, for whom?
It’s “easy to assume that if we kept doing business the way we always had, distributions would continue to grow,” O’Neill wrote in his Sept. 5 letter posted on the company’s website. “That is a dangerous assumption to make, because in an evolving industry like ours, you run the risk of settling for a larger slice of a shrinking pie. Our goal is to grow that pie to your benefit.”
So far, in the three quarterly distributions since BMI announced its shift to a for-profit model, combined payouts were 9% greater than the same periods of the previous year. That’s almost as good as the 10.2% increase to $1.471 billion that BMI distributed in the fiscal year ended June 30, 2022, when overall revenue grew 15.6% to $1.573 billion, when it was still operating as a non-profit. (BMI is not releasing how much distributions increased for the full year ended June 30, 2023, and it will no longer release any company-wide revenue results, sources say. Instead, it will provide more information to songwriters and publishers to help them measure BMI’s payments in comparison to the past, and in some cases, if songwriters so request, to other PROs.)
Some songwriters and executives argue that, if BMI is sold, affiliates deserve some of the revenue from that sale. But as one industry executive familiar with private equity points out, it’s actually surprising that BMI’s owners – radio and television stations – didn’t sell it a long time ago.
“For over 80 years, you have had owners — all for-profit companies with their own businesses — and yet they didn’t make any profit on BMI,” that executive says. “And I guess it would be unseemly for them to pull dividends out at the same time they are paying licensing fees.” At the same time, he adds, those owners had to watch SESAC and GMR come along and build very profitable businesses.
SESAC, which is considerably smaller than BMI, was sold to the private equity firm Blackstone for about $1 billion in 2017. Ironically, at the end of 2018, one of Blackstone’s investment funds acquired a passive minority equity stake in New Mountain Capital, a fact that U.S. regulators could look at, if New Mountain Capital moves forward with its BMI acquisition.
“The fact is that the broadcasters own BMI; and they are entitled to sell it,” the executive says. “I understand that the music industry likes the status quo, but if you start with the premise that the owners will sell, then you would want them to sell it to someone who is decent and understands the industry. It’s not smart to push [New Mountain Capital] away with a big outcry, because you don’t know who will come along next.”
There is also the potential for BMI to grow into a more modern company in a way that benefits the entire industry, the source says. “Take a year or two and see how things roll forward and how things shake out. If [BMI] songwriters are happy, then they can stay; and if not, then they can look to make a move.”
In late August, Billboard reported that BMI is in serious discussions to sell itself to New Mountain Capital for $1.7 billion, less than a year after the organization announced it was switching for a for-profit model. No deal has been signed, but talks are serious enough that the two sides have entered into exclusive negotiations, and the change in the way BMI operates — especially after the industry became aware of how much profit it has generated in its most recent fiscal year — has triggered an avalanche of questions from songwriters and music publishers. The most important: Will BMI’s future profits come at the expense of royalty payouts to its more than a million affiliated songwriters and publishers.
BMI had $147 million in earnings before interest, taxes, depreciation and amortization in its most recent — but as yet unannounced — fiscal results, according to Reuters. The question is where this money came from.
“Where does profit come from for a performance rights organization?” asks one veteran music publishing executive. “It can come from only two buckets — the cost bucket or the royalty distribution bucket.” And that executive, like several others, believes that BMI “definitely didn’t cut $147 million in expenses.”
Although BMI made news in October 2022 when it announced it would begin to operate on a for-profit basis, all four U.S. performance rights organizations are actually set-up as for-profit corporations – BMI and ASCAP both file form 1120 with the I.R.S., as SESAC and GMR likely do as well. For decades, though, the first two have operated as not-for-profit companies, which likely means that since they pay out all the royalties they collect, minus expenses, they have no profit on which to pay tax. ASCAP’s Articles of Association states that “all royalties and license fees collected by the society shall be…distributed among its members,” except for expenses and contributions to a reserve fund.
BMI has always operated the same way, even though it has always been a private company owned by radio and television companies. In July 2022, though, rumors started spreading about BMI’s plans to change its operations, and the company hired Goldman Sachs to shop the company, preferably to a company which can fill the role of a strategic, but non-industry, partner. That effort didn’t result in a sale, either because the not-for-profit model BMI operated under at the time left it without any profit to show potential buyers, according to some sources; or, as other sources say, because BMI didn’t find a partner at that time that shared its vision of prioritizing the interests of songwriters.
Last October, when BMI announced it would switch to operating on a for-profit basis, the initial reaction in the industry was muted. This summer, however, when Reuters reported that BMI was once again up for sale — and that it had generated $147 million in earnings before interest, taxes, depreciation and amortization — creators expressed alarm, especially at the idea that those earnings might have been taken out of their royalties.
On Aug. 17, five creators groups sent an open letter to BMI CEO Mike O’Neill that asked 17 questions about BMI’s new business model, including whether songwriters and publishers would receive any of the proceeds from a potential sale, how the organization generated so much profit, and how it could continue to do so without reducing payouts to songwriters and publishers, the last of which is an especially significant worry, according to sources. The letter came from the Black Music Action Coalition, the Music Artists Coalition, the Songwriters of North America, SAG-AFTRA, and the Artists Rights Alliance.
So far, the only music publisher to comment on the changes at BMI is Universal Music Publishing Group chairman and CEO Jody Gerson, who said in a statement that, “We will only support changes that increase value for songwriters and will not stand for any that result in our songwriters being paid less than what they deserve.” Other publishers would not comment on the record but expressed concerns.
On Aug. 18, O’Neill responded in a letter to the creators groups and acknowledged that they raised “some important questions” about BMI’s evolution. (His letter was shared with Billboard, and published in full along with a story on it.) He said that the change would allow BMI to invest in its business in order to grow, plus increase payouts. Most important, O’Neill wrote, in the event of a sale, BMI “would ensure that any partner embraces our mission of prioritizing the interests of songwriters, including their financial success. This is especially important as we navigate this rapidly changing industry together.”
(BMI executives declined to be interviewed for this article but they responded to questions with emailed statements, issues other statements for two other stories on the issue, and provided Billboard with the letters O’Neill wrote in response to the creators groups.)
“Relying on the past never sustained a business for the future,” BMI said in an Aug. 29 statement to Billboard. “Our goal is to stay ahead of the changing industry and invest in our business to grow the value of our affiliates’ music.”
O’Neill’s initial letter didn’t satisfy the groups behind the letter, which followed up with another letter to BMI on Aug. 25, which was also obtained by Billboard. “While we appreciated you responding to our letter,” it read, “all of our questions went unanswered.” So far, sources involved with the music creators groups argue. BMI has still not responded to most of the questions in the original letter.
SLICING A FOR-PROFIT PIE
The other big question hanging over a potential sale of BMI is what it would mean for its competition against and its relationships with the other collective management organizations that it competes with but also collects money for and in turn receives royalties from under reciprocal agreements. Because of BMI’s change in governance, it has gone from being a member of CISAC, the international organization of CMOs, to a client, so it is no longer bound by the organization’s transparency rules but will still have access to its data systems.
ASCAP, BMI’s main competitor in the U.S. for more than eight decades, had a pointed take, which it shared in a social media campaign clearly aimed at BMI, though it did not mention the company by name. Its tweets included “We pay songwriters, not shareholders;” “growth without greed;” “Not for profit since 1914 and still growing;” and “There is no I in ASCAP.” Asked to respond, BMI issued a statement: “Our focus is not on how our competitors position themselves, our focus is on delivering for our affiliates.”
So far, BMI has made record payments to affiliates under its for-profit model, the company claims. In a Sept. 5 letter, posted on BMI’s website, O’Neill points out that the company has made three distributions under the new model, each higher than the corresponding one from the previous year. BMI said in an emailed statement that the three combined payments are 9% higher than they were in the previous year. Two of those payouts, according to O’Neill’s Sept. 5 letter, “are the “largest in [the] company’s history.” BMI also set a record in 2022, when it collected $1.573 billion, a 15.58% increase over the previous year, and distributed what it called an “unprecedented” $1.471 billion, a 10.2% increase.
If BMI’s core business keeps growing, it would be relatively easy for the company to continue to increase annual payouts, while keeping healthy profits for itself, industry financial executives point out. From now on, though, songwriters and publishers will have to take BMI’s word for its financial success because, according to sources, its 2022 results are the last ones it will make public. The kind of financial information BMI has traditionally shared would allow publishing executives to see where BMI’s EBITDA is coming from – which could potentially fuel further debate about how much of that money ought to have gone to rightsholders, but didn’t.
Going forward, BMI will instead emphasize and expand the financial information it provides to individual songwriters and their publishers to allow them to compare its payouts with previous years – and potentially, if BMH songwriters so choose, with those going to their co-songwriters who are affiliated with other PROs. That information would show affiliates that it takes its obligations to pay creators competitively, say sources familiar with BMI’s thinking.
BMI’s reluctance to share information is not unique. Both SESAC and Global Music Rights (GMR) operate under a for-profit model, and neither shares information about its overall financial results. Sources speculate that GMR, a boutique U.S. performance rights organization that represents top-tier writers for performance rights licensing, collects more than $150 million. Less is known about SESAC’s financials, which it guards closely, but in 2013 when investment firm Rizvi Traverse acquired a 75% interest in the company, Billboard obtained the financial information used to shop the company which showed that in 2011 SESAC took in $128 million in collections, and paid out $60 million in distributions, leaving itself with $68 million in net publisher’s share. After $27 million in expenses, the company realized $41 million in EBITDA, an EBITDA margin of 32%, according to Billboard calculations. (Rizvi Traverse subsequently sold SESAC to Blackstone for about $1 billion in 2017.) For the year ended June 30, 2023, Billboard estimates that BMI has an EBITDA margin of 8.1%, although BMI is unlikely to make public these financial results. In other words, SESAC’s 2011 EBIDTA margin was four times larger than BMI’s, Billboard estimates.
SESAC and GMR declined to comment or could not be reached to comment on their profitability. But an executive familiar with SESAC’s strategy noted, “everyone who’s affiliated with SESAC has known SESAC is a for-profit” company. The implication is that it didn’t switch models, as BMI did.
The same goes for GMR, and some industry sources find it ironic that Irving Azoff, who founded the for-profit GMR, is on the board of two of the creators groups leading the charge in criticizing BMI. Like SESAC, GMR has always made clear to songwriters that it operates as a for-profit business, and it shows its affiliates a rate card with the amounts of money it collects from different licensees, sources say, so they can compare that to other PROs. It sticks to those rates, unlike BMI and ASCAP, which have bonus plans, explained on their respective web sites, which pay out more money per play to songwriters who accumulate a certain number of plays.
At BMI and ASCAP, for example, a pop song might generate a payout of about a dollar a play on a popular big-city radio station, but a composition that qualifies for a bonus could generate three times that much, to use a simplified example. These bifurcated rate structures apply to most big genres, and to subscription streaming and satellite radio play, as well as terrestrial radio. While some songwriters and executives argue that it’s not fair to pay top songwriters and their publishers at a higher rate, since their songs accumulate more plays anyway, these plans allow BMI and ASCAP to compete for top writers with SESAC and GMR, which are not bound by antitrust consent decrees the way BMI and ASCAP are. For BMI and ASCAP, having those top writers helps them get better rates from licensees. “A rising tide lifts all boats,” as one PRO executive says.
Even so, these plans show how the two big PROs structure their businesses in order to pay different rates to songwriters, which sources suggest BMI had to do even more in order to generate a profit.
Sources familiar with BMI’s thinking dismiss as inaccurate the idea that it will change the way it pays songwriters and publishers and BMI in an email to Billboard called this unfounded speculation. But other industry sources suggest that BMI’s switch to a for-profit model gives it an incentive to grow that would make such a switch worth considering. And there are plenty of ways it could do so. “There are a lot of rule changes they can make there and in other places to get dribs and drabs that would impact people equally but not so noticeably,” says an executive at a competing PRO. As another executive notes, paraphrasing a music publishing saying, “If you get a crumb here and a crumb there, eventually you have a loaf of bread.”
If BMI does decide to alter its payout structure, changes are likely to come at the expense of less popular songwriters on the so-called long tail, argue other sources, or smaller publishers who are less likely to push back. “The people with no representation are at the biggest risk in the for-profit model,” the music publishing executive says. “For sure, [BMI’s profit] will come out of the pocket of many, many people who are currently paid little amounts of dollars.”
Another executive familiar with BMI’s plans says that this kind of speculation is nonsense, and O’Neill said in the Sept. 5 letter that there is no truth to these rumors. “The industry’s most successful music creators didn’t start out that way,” he said in the Sept. 5 letter, “and we pride ourselves on our work helping to guide, develop, and support your talent to ensure your passion can also be a profession.”
Not everyone is convinced, though. “In the music industry,” says another veteran executive, “we usually oil the squeaky wheels with money.”
OTHER QUESTIONS
Even after these two big questions are addressed, others remain. One: Will BMI loosen its rules on songwriter departures, since its switch to a for-profit model represents such a dramatic change in how it operates?
More immediately, will BMI’s balancing act – operating for-profit while continuing to make sure its affiliates are paid fairly – appeal to a private equity player? The company already operates under a consent decree, and its first attempt at a sale, in the summer of 2022, didn’t succeed.
It’s also hard to predict what effects a potential BMI sale to a private equity fund would have on its regulatory environment, from the possibility of more antitrust scrutiny from the U.S. Dept. of Justice to the chance of a renewed look at a compulsory license for public performances.
And the big question driving all of the arguments still remain unanswered. If BMI does make a deal to sell itself, will songwriters and publishers share in what sources suggest is a $1.7 billion valuation price? Will some of that money be earmarked for infrastructure improvements? Or will all of it go to the radio and TV stations that own BMI? Since BMI has taken in an average of about $238 million a year in annual licensing fees from terrestrial radio and broadcast television over the last half-decade, that means that a price of about $1.7 billion would fund about a seven-year licensing rebate for BMI’s owners.