Catalog
Reservoir Media has acquired the publishing catalog of Lastrada Entertainment. Home to over 5,600 compositions, the family-run company publishes hits that span all genres from the 1960s to today, including songs recorded by Jim Croce, Glen Campbell, The Carpenters, Captain & Tennille, Neil Sedaka, Eminem, Dolly Parton, H.E.R., Leon Bridges, Notorious B.I.G., Eminem and more.
Lastrada Entertainment was founded in 1987 by Herb Moelis and has since been passed down to his children Stephen and Larry Moelis. As the company has grown over the last four decades, it has acquired evergreen hits like Jim Croce’s “Bad, Bad Leroy Brown” and “Time In A Bottle,” “Love Will Keep Us Together” by Captain & Tennille, “More Bounce To The Ounce” by Zapp, and The Whispers’ “And The Beat Goes On.”
Then, in the 1990s, the catalog was given new life when decade-defining rapper 2Pac sampled a Lastrada Entertainment song in his single “California Love.” Later, the catalog also benefitted from samples in “We Belong Together” by Mariah Carey, “Miami” by Will Smith and more.
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“We have long admired Lastrada and the incredible catalog that the Moelis family has curated over the years,” says Rell Lafargue, president and COO of Reservoir. “Stephen and Larry’s deep knowledge of the music and their dedication to innovative sampling and synchs have elevated this catalog to iconic status. We are honored that Reservoir is now the home to the songs of Lastrada, and we look forward to preserving the legacy the Moelis family has built and ensuring its continued success.”
Lastrada’s president of music publishing Stephen Moelis adds, “The Moelis family takes pride in the catalog of hits we were part of, and in the personal relationships we forged with our incredibly talented songwriters. Passing the creative torch to Reservoir is the natural next step to continue the work we started with our father 40 years ago, and we wish to thank Golnar Khosrowshahi, Rell Lafargue, and the entire Reservoir team as they become stewards of some of the great songs of all time.”
A Blackstone-led group of investors is buying a majority stake in Citrin Cooperman, which owns one of music’s most important valuation firms. The Financial Times has reported that this deal gives the target an enterprise value of $2 billion. As part of the transaction, Blackstone is acquiring New Mountain Capital’s stake in the firm.
As the music industry’s catalog market grew red hot over the last decade, Citrin Cooperman has become a leading expert, helping buyers and sellers determine the value of musical IP. Its Music Economics and Valuation Services practice is co-led and founded by Nari Matsuura. It is also co-led by Barry Massarsky, who joined the firm after it acquired his own company, Massarsky Consulting, in 2022. The team’s many clients include power players like Hipgnosis Songs Fund, Primary Wave and Reservoir Media, and it has reportedly overseen roughly 750 catalog valuations worth more than $15.5 billion between 2021 and 2022 alone.
But the firm does far more than just music catalog valuations. Founded in 1979, Citrin Cooperman is a trusted advisor to more than 15,000 clients globally through various tax advisory and accounting services.
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In late 2023, Citrin Cooperman was involved in a controversy surrounding its client, Hipgnosis Songs Fund. At the time, Hipgnosis announced that it would cancel a planned quarterly dividend payment to shareholders, due to a decision it said was made by Citrin Cooperman to reduce its expectations of retroactive payments from the Copyright Royalty Board’s Phonorecords III ruling by more than 50%, which it called an “industry-wide” issue. Billboard spoke to other catalog owners at the time who disputed the claim that this was “industry-wide,” saying there had been no recent updates regarding Phono III and that it seemed like a situation unique to Hipgnosis and Citrin Cooperman.
Deutsche Bank Securities Inc. is serving as financial adviser to Blackstone in the transaction, while Kirkland & Ellis LLP and Gibson, Dunn & Crutcher LLP are serving as its legal advisers. Guggenheim Securities, LLC is serving as lead financial advisor to New Mountain and Citrin Cooperman, with Koltin Consulting Group serving as an additional financial adviser to both parties. Simpson Thacher & Bartlett LLP, Zukerman Gore Brandeis & Crossman, LLP, and Hunton Andrews Kurth LLP are serving as legal advisers to New Mountain and Citrin Cooperman.
Alan Badey, CEO of Citrin Cooperman, said of the deal, “We are excited to have reached an agreement for Blackstone to invest in Citrin Cooperman as we enter our next chapter of growth. Blackstone will help us make additional investments in expanded service offerings and technology as we deliver on our continued commitment to best-in-class firm culture and providing an exceptional client experience. We thank New Mountain for their years of partnership in helping to build and support our business.”
Eli Nagler, a senior managing director at Blackstone, and Kelly Wannop, a managing director at Blackstone, said, “The Citrin Cooperman partners and staff have done an exceptional job making the firm a leader through an unwavering commitment to excellence and client service. We are excited to invest in the business to help it continue to provide the highest quality offerings moving forward.”
Andre Moura and Nikhil Devulapalli, managing directors at New Mountain, added, “We are proud of our successful partnership with Citrin Cooperman, and we thank the management team, partners and staff of Citrin Cooperman for all we have accomplished together over the last three years. We look forward to seeing Citrin Cooperman continue to thrive for the benefit of all its clients and stakeholders.”
Reservoir has acquired the rights to composer Lebohang Morake, professionally known as Lebo M. Lebo, who is best known for his work on The Lion King franchise. From South Africa, the renowned composer, arranger, producer and performer first broke through as a collaborator of Hans Zimmer, who has also sold part of his catalog to Reservoir, on the soundtrack for The Power of One (1992). He then reunited with Zimmer on The Lion King two years later, writing and performing songs like “Circle of Life” for the legendary Disney film. He has also worked on the soundtracks for many of the subsequent films in The Lion King franchise. This includes his soundtrack for the upcoming prequel Mufasa: The Lion King, which was co-composed by Lin Manuel Miranda. His other contributions to film soundtracks include Dinosaur, Back on the Block, The Life of Quincy Jones, Congo, Long Night’s Journey into Day, Tears of the Sun, The Legend of Tarzan, and The Woman King.
OTM Music has announced new publishing deals with Hemlocke Springs, Erick the Architect and Leon Michels, a touring member of The Black Keys and producer for Clairo, Norah Jones and Lee Fields. The company is also bringing on a new U.S. Head of A&R, Emmy Feldman, to the OTM Music team. Launched in 2017 by CEO Alex Sheridan, OTM Music is a fast-growing boutique publisher that serves a diverse array of songwriting talent, including Sudan Archives, Metronomy, Still Woozy, HONNE, Dot Da Genius and Sub Focus.
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Kobalt has signed rising Latin artist Ela Taubert and her longtime producer KEVN to global publishing agreements. Hailing from Colombia, Taubert announced her deal with Kobalt just a month after winning the Latin GRAMMY Award for Best New Artist and performing her hit “¿Como Paso?” with Joe Jonas at the ceremony.
Warner Chappell Music and All Time Low’s Alex Gaskarth have signed a joint venture publishing agreement with musician, songwriter and producer Dan Swank. Over the years, Swank has played a crucial role in the writing, producing and mixing of releases by Pale Waves, Knox, Taylor Acorn, Mitchell Tenpenny, Charlotte Sands and more.
Berlin-based Bosworth Music GmbH, part of Wise Music Group, has announced the signing of Janus Rasmussen to a global publishing deal. A producer, composer and artist, Rasmussen hails from the Faroe Islands and is based in Reykjavik. An accomplished producer, composer and artist Rasmussen started his career with the Nordic Music Council Prize-nominated debut album “Vín,” which saw him honing his minimal techno chops into an hour-long exploration of acoustic textures and electronic sound design. Aside from his own music, Janus performs alongside Ólafur Arnalds as one half of Kiasmos. Arnalds was also recently signed to the same company.
Primary Wave Music has acquired the producer royalty and neighboring rights royalty streams for artist manager, music critic, and record producer Jon Landau.
This deal includes Landau’s points and neighboring rights royalties to songs by Bruce Springsteen, whom he worked with as a co-producer for Born To Run, The River, Darkness on the Edge of Town, The Promise, Born in the U.S.A., Live 1975-1985, Human Touch, Lucky Town and Tracks. The deal also entails his producer and neighboring rights royalties for his production on Jackson Browne’s The Pretender.
A Rock & Roll Hall of Fame inductee, Landau was a pivotal figure in rock music during his decades-long career. Landau got his start writing about music for publications like Crawdaddy and The Boston Phoenix and by 1967 he was hired by Jann Wenner as the lead writer for the brand new Rolling Stone publication, a position he held for a decade.
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By 1970, Landau was simultaneously writing for Rolling Stone and getting back to his roots as a lifelong musician by producing MC5’s studio album debut Back In The USA.
He got to know Springsteen in 1974 after he reviewed a performance by the singer-songwriter and called him the “future” of rock music. The following year, he co-produced Born To Run, cementing both his relationship with The Boss and his career as a producer. He would go on to co-produce eight more of his records. During this time, he also befriended Browne and produced 1976’s The Pretender, featuring songs like “Here Come Those Tears Again” and the title track.
Two decades later, Landau experienced another career peak as the manager for Shania Twain. He helped build the country-pop artist’s career, leading her to true super stardom with her 1997 album Come On Over, featuring the song “Man! I Feel Like a Woman!” and “You’re Still The One.”
Landau has also worked with artists like Natalie Merchant, Train, Alejandro Escovedo, Livingston Taylor and more.
“I thank all at Primary Wave for recognizing my contributions over the last fifty years and look forward to having an ongoing and productive relationship with them,” says Landau of the deal.
Marty Silverstone, president of global synch at Primary Wave, adds: “We’re honored to be partnering with Jon Landau and all of the legendary music he helped shape. He’s an influential figure in music, and we’re proud to welcome him to the Primary Wave family.”
The transaction between Landau and Primary Wave Music was facilitated by David Simone and Winston Simone.
Disney Music Group and AudioShake, an AI stem separation company, are teaming up. As part of their partnership, AudioShake will help Disney separate the individual instrument tracks (“stems”) for some of its classic back catalog and provide AI lyric transcription.
According to a press release, Disney says that it hopes this will “unlock new listening and fan engagement experiences” for the legendary catalog, which includes everything from the earliest recordings of Steamboat Willie (which is now in the public domain), to Cinderella, to The Lion King, to contemporary hits like High School Musical: The Musical: The Series.
Given so many of Disney’s greatest hits were made decades ago with now-out-of-date recording technology, this new partnership will allow the company to use the music in new ways for the first time. Stem separation, for instance, can help with re-mixing and mastering old audio for classic Disney films. It could also allow Disney to isolate the vocals or the instrumentals on old hits.
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Disney’s partnership with AudioShake began when the tech start-up was selected for the 2024 Disney Accelerator, a business development program designed to accelerate the growth of new companies around the world. Other participants included AI voice company Eleven Labs and autonomous vehicle company Nuro.
At the accelerator’s Demo Day 2024, on May 23, AudioShake gave a hint at what could be to come in their partnership with Disney when AudioShake CEO, Jessica Powell, showed how stem separation could be used to fix muffled dialog and music in the opening scene of Peter Pan.
Disney explained at the Demo Day that many of their earlier recordings are missing their original stems and that has limited their ability to use older hits in sync licensing, remastering, and emerging formats like immersive audio and lyric videos.
“We were deeply impressed by AudioShake’s sound separation technology, and were among its early adopters,” says David Abdo, SVP and General Manager of Disney Music Group. “We’re excited to expand our existing stem separation work as well as integrate AudioShake’s lyric transcription system. AudioShake is a great example of cutting-edge technology that can benefit our artists and songwriters, and the team at AudioShake have been fantastic partners.”
“Stems and lyrics are crucial assets that labels and artists can use to open up recordings to new music experiences,” says Powell. “We’re thrilled to deepen our partnership with Disney Music Group, and honored to work with their extensive and iconic catalog.”
If you believe everything you read — and the state of U.S. politics suggests that, unfortunately, many people do — private equity has replaced money as the root of all evil. The truth, as usual, is a bit more complicated.
The latest piping hot take comes from The New York Times opinion section, in a piece that argues that “private equity is destroying our music ecosystem.” (No, not the ecosystem!) The problem seems to be that private equity, which often loads companies up with debt and can be unrealistic in its goals for returns — this much is true, although it’s not clear that public companies or other sources of capital are better — is “gobbling up the rights for old hits and pumping them back into our present.” This sounds downright grotesque, what with the gobbling and the pumping and so on, but it’s really just an ostentatious way to say that companies with money are buying creators’ rights as an investment.
This is bad for the ecosystem, the Times says, because the investors behind these deals — the most prominent example in the piece is Primary Wave’s purchase of 50% of Whitney Houston’s music and other rights — promote the songs they own in a way that somehow squeezes out new music. If that’s the case, though, they’re doing a terrible job of it. In 2023, a full 48% of U.S. on-demand audio streaming came from music released between 2019 and 2023, according to Luminate. A Billboard analysis of 2021 music consumption in the United States showed that music from after 2010 accounted for 78.7% of on-demand streaming, music released in or after 2000 accounted for 90% and all music recorded before 1980 accounted for fewer streams than Drake.
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This idea that new music is losing ground to old songs seems to come from a misunderstanding of catalog music, which consists of tracks released more than 18 months ago. The market share of catalog has never been higher — it was 72.6% last year, up from 65.1% in 2020, and it was much lower before streaming took off. But while many people associate catalog with classic rock — AC/DC, the Eagles and the ’60s and ’70s acts that dominated the category in the CD era — that’s an outdated idea. The music that drives this category isn’t that “deep catalog,” but rather what many executives call “shallow catalog” — releases from the last five or 10 years, often from artists who are still active. Some journalists see the size of some private equity deals and jump to the conclusion that classic rock is killing new music. Even by music business standards, though, this is bad math. When it comes to on-demand streaming, Drake isn’t only bigger than the Beatles — he’s more popular than all the music from the ’60s, plus the ’70s and the ’50s, combined.
The Times opinion essay gets the trend backward: Private equity doesn’t make songs popular, it buys songs that are steady in the popularity they already have. Even before music streaming got big, some investors realized that classic songs generate steady royalties that are far less vulnerable to market cycles than most assets. U.S. songwriters got more interested in selling their rights after 2006, when the IRS began to treat income from catalog sales as a capital gain, which is subject to a lower tax rate than personal income from publishing royalties. Streaming simply smoothed out the peaks and valleys of reissue revenue into predictable returns that appeal to investors — especially for songs that have stood the test of time.
Although private equity invests in song catalogs, it rarely manages them, and most of the executives who do come from the music business. (At least some of what they do now is not so different from what they did then.) For that matter, most of the ways the opinion piece says investors are “building extended multimedia universes around songs” aren’t quite as new as they seem. The Monkees and Alvin and the Chipmunks were both “multimedia universes” in their day, as was Tom T. Hall’s “Harper Valley PTA,” a country hit (for Jeannie C. Riley) that inspired a movie, a TV show, Spanish and Norwegian translations, and a sequel song. Nicki Minaj built her hit “Super Freaky Girl” around Rick James’ “Super Freak” — with encouragement from the 50% owner Hipgnosis Songs Fund, according to the Times — but James’ song was the basis for a hit back in the CD era. Remember “U Can’t Touch This?” Hammer time?
The radical thing about on-demand streaming is that most of the music ever made is now easily available, in a way that its popularity can be measured by consumption rather than purchase. And it has become clear that music from the last few years is more popular with listeners than industry executives thought, especially relative to brand-new and older music. When older songs do blow up big on streaming services, it often has less to do with promotion than serendipity — Fleetwood Mac’s “Dreams” returned to the Hot 100 in 2020 after a TikTok video of a skateboarder went viral and Kate Bush’s “Running Up That Hill hit No. 3 two years later after Stranger Things music supervisor Nora Felder decided it would be the perfect song to use as a plot device. And although many adults consider those songs classics, one reason they became hits again is that, from the perspective of younger fans, they are new. Isn’t this a good thing?
There are plenty of problems with streaming, including its low payments to most creators and the difficulty of breaking new acts. But neither of these has anything to do with private equity — the first comes from the way royalties are distributed and the reluctance of consumers to pay more for subscriptions, while the latter has more to do with how hard it is to stand out amid the sheer volume of new music that comes online every day. More serious discussion about these issues is important, but lamenting the fact that important creators earn so much money for the rights to their work isn’t the right way to start it.
Irving Azoff’s Iconic Artists Group continues to partner with artists with deep-bench catalogs — announcing on Tuesday (March 5) a deal with Roxy Music frontman Bryan Ferry to acquire half of the suave auteur’s sound recording, publishing, and name, image and likeness rights. The company, which did not disclose financial details of the deal, said it will “develop and expand the renowned artist’s musical legacy to new generations of fans.”
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The deal spans Ferry’s work with glam-turned-sophisti-pop band Roxy Music and his expansive solo career, which combined has yielded 24 albums over 50-plus years. The through-line with Roxy Music is that Ferry wrote almost every one of the group’s songs, from 1972’s art-rock debut to the group’s eighth and final album, the pop-sheened Avalon, at times co-writing with fellow longtime members Andy Mackay and Phil Manzanera. The band’s best known songs include “Love Is the Drug,” “All I Want Is You,” “Virginia Plain,” “Dance Away,” “Avalon” and radio staple “More Than This.”
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Ferry’s solo career ran parallel with his band work, starting with 1973’s These Foolish Things all the way to 2018’s Bitter-Sweet. In the middle there he scored his only UK No. 1 with 1985’s Boys and Girls, which also features one Ferry’s biggest hits in America, “Slave to Love.” (The track was further immortalized when he performed it at Live Aid, with an assist from David Gilmour.)
As for accolades, Ferry was inducted into the Rock and Roll Hall of Fame in 2019 as a member of Roxy Music, and he was awarded a CBE in 2011 for his contribution to British music. Iconic president Jimmy Edwards calls Ferry a “true musical pioneer who blended art, fashion, and rock & roll into a captivating and enduring sound.”
At Iconic, which was co-founded by Azoff and Oliver Chastan, Ferry joins a hall-of-fame roster of acts that includes Rod Stewart, The Beach Boys, Cher, Linda Ronstadt, Joe Cocker and CSN bandmates David Crosby, Stephen Stills and Graham Nash, among others.
Ferry said, “I’m pleased to be working with everyone at Iconic on finding new ways to share my music with the world. I’m excited to see what possibilities unfold.”
Primary Wave Music has finalized a deal with the Village People to control the rights to the group’s master recording and publishing assets as well as the rights to their name and likeness. In what is described as a “partnership” with the surviving family of Village People co-founder Henri Belolo — Jonathan and Anthony Belolo — Primary Wave will now look after “Y.M.C.A.,” “Macho Man” and other hits from the group.
Founded in 1977, Village People was started by producer Jacques Morali and his partner Belolo who were working with singer and Broadway actor Victor Willis to provide background vocals for a different musical project. Then Morali told Willis, “I had a dream you sang lead vocals on an album I produced and it went very, very big.” Following his gut, Willis sang four tracks for Morali and Belolo (“San Francisco [You’ve Got Me]” “In Hollywood [Everyone’s a Star],” “Fire Island,” and “Village People”). Quickly, the Village People project became a sensation with their songs climbing to the top of the charts, and Willis, Morali, Belolo formed it as an official group, adding in the rag tag team of Felipe Rose, Alex Briley, Mark Mussler, David Forrest, Lee Mouton and Peter Whitehead to fill out its ranks.
Later, they added Randy Jones, Glenn Hughes and David Hodo to the ensemble after placing an ad in a trade paper that read: “Macho Types Wanted for World-Famous Disco Group.” Donning stereotypical “macho” costumes — like construction work, biker, cowboy and more — group went on to pen defining hits and become a symbol of the Disco era. To this day, the group continues, now comprised of Willis, Angel Morales, James Kwong, Chad Freeman, James Lee, and James J.J. Lippold.
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“As we were picking up the mantle following our father’s passing in 2019, we soon realized that – to achieve his dreams of bringing the Village People ideal into the 21st century the right way is a very bold endeavor,” say the Belolos in a joint statement. “Our partnership with the amazing team at Primary Wave now brings us the backup and expertise that will ensure we can rise to the task together. With multiple projects in development, the future looks bright as ever for the Village People!”
“The Village People have brought so much joy to listeners around the world for decades,” says Lexi Todd, vp of business and legal affairs at Primary Wave Music. “With disco-inspired music all over the contemporary charts, now is the perfect time to launch our new partnership. We look forward to working alongside Jonathan and Anthony to reinvigorate the Village People brand.”
Two-time Rock and Roll Hall of Fame inductee Rod Stewart has sold his genre-bending song catalog of hits, deep cuts and more to Irving Azoff‘s Iconic Artists Group. Styled as a “wide-ranging cross-media” partnership, the deal with IAG includes the raspy singer-songwriter’s rights to his sound recordings and his interest in his publishing, as well as certain name, image and likeness rights, Billboard has confirmed.
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The company, which Azoff co-founded in January 2020, declined to offer financial particulars of its deal with Stewart, who joins an elite roster of IAG acts that includes The Beach Boys, Cher, Linda Ronstadt, Joe Cocker, Dan Fogelberg, Nat “King” Cole, Dean Martin and CSN bandmates David Crosby, Stephen Stills and Graham Nash.
Concurrently, Iconic announced on Thursday (Feb. 15) that it has raised $1 billion as part of an investment from HPS Investment Partners — which it said will enable them to acquire and manage even more legendary assets.
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IAG’s arrangement with Stewart encompasses his entire career, beginning with his standout vocal contributions on Jeff Beck’s first two albums — Truth and Beck-Ola — and then the rollicking-and-randy output of the legendary Faces, his band with fellow Jeff Beck Group alum Ronnie Wood. That combo, filled out by Kenney Jones and the late-greats Ian McLagan and Ronnie Lane, produced several early 1970s gems co-written by Stewart, including “Miss Judy’s Farm” “Bad ‘n’ Ruin” and their only proper hit in the U.S., “Stay With Me” (No. 17, Hot 100).
Stewart’s solo career began in earnest during a brief window between his time in the JBG and Faces, but he truly broke through with album No. 3, 1971’s Every Picture Tells a Story, which topped the Billboard 200 and produced breakthrough hits “Maggie May” (co-written with Martin Quittenton) and a cover of “(Find a) Reason to Believe.” Throughout the decade he bagged an album’s worth of greatest hits, including “Tonight’s the Night (Gonna Be Alright),” which spent eight weeks at No. 1 on the Hot 100, as well as “You Wear It Well,” “Hot Legs,” “You’re in My Heart (The Final Acclaim)” and his foray into disco, “Da Ya Think I’m Sexy?” Plus, it was during the 70s that he established himself as an able interpreter of other people’s songs, like “The First Cut Is the Deepest” (Cat Stevens) and “Twistin’ the Night Away” (Sam Cooke ).
The 1980s saw Stewart turn to more soft rock stylings and he scored a string of top 40 hits on the Billboard Hot 100, including “Passion,” “Tonight I’m Yours (Don’t Hurt Me)” “Infatuation,” “Forever Young” and one of his biggest tracks of the decade, a cover of Tom Waits’ “Downtown Train.” The next decade produced adult contemporary hits like “Rhythm of My Heart,” off his top-10 album Vagabond Heart, and the juggernaut that was his multi-platinum Unplugged…and Seated, which capped at No. 2 on the Billboard 200 and included his wedding reception-ready version of Van Morrison’s “Have I Told You Lately.” For much of the 2000s, Stewart has released a series of highly popular Great American Songbook albums and other genre-specific collections, including ones for rock and soul. Later this month, he’ll release his 32nd studio album, Swing Fever, a salute to the big band era. The rest of the year will find him on the road and wrapping up his Las Vegas residency.
The partnership with IAG arrives less than a year after Stewart backed out of a potential catalog sale to Hipgnosis following lengthy negotiations. He said at the time that “this catalog represents my life’s work. And it’s become abundantly clear after much time and due diligence that this was not the right company to manage my song catalog, career or legacy.” (Hipgnosis went on to have a bumpy 2023 that has spilled over into this year.)
Yet now Stewart has reason to believe the “time is right” and that “I feel fortunate to have found partners in Irving and his team at Iconic that I can entrust with my life’s work and future musical legacy.”
Azoff added, “We are thrilled to welcome one of the most celebrated singer-songwriters of our time, Rod Stewart, to the Iconic family. Our new partnership with HPS provides us with the resources and flexibility to make blockbuster signings like this one and to continue the success of our legendary artists and their legacies.”
Iconic’s financial advisors during the process was Artisan and Moelis, while Kendrick & Baron acted as the company’s legal advisors. Jackoway Tyerman represented Stewart. HPS Investment Partners enlisted Lisbeth R. Barron and the team at Barron International Group, LLC as financial advisor, and Latham & Watkins as legal advisor.
LONDON — Hipgnosis Songs Fund’s shareholders have voted overwhelmingly in favor of passing a special resolution that authorizes the payment of up to 20 million pounds ($25 million) to prospective bidders seeking to acquire the fund’s assets.
The special resolution was approved by 99.9% of the fund’s shareholders at an extraordinary general meeting held in London on Wednesday (Feb. 7), according to a regulatory filing.
It gives Hipgnosis Songs Fund‘s (HSF) board of directors the power to pay a fee capped at £20 million to any prospective bidder or bidders making a “bona fide” offer or offers to acquire one or more of the company’s subsidiaries which own music assets, and/or some of the fund’s music rights on favorable terms. The fee is meant to reduce the risk of making an offer for Hipgnosis Songs Fund’s music catalogs by providing “significant protection” against their due diligence and acquisition costs.
In a statement, Robert Naylor, chairman of Hipgnosis Songs Fund, thanked shareholders “for their continuing support” and said the company’s board “remains focused” on its strategic review, “under which it is looking at all options to deliver shareholder value.”
The London-listed fund, which owns full or partial rights to the song catalogs of artists ranging from Justin Bieber, Neil Young, Bruno Mars, Jimmy Iovine, 50 Cent, Shakira, Blondie, Justin Timberlake, Lindsey Buckingham and many more, hopes that the enticement of a large fee will help draw potential bidders.
In October, shareholders voted against the music royalties fund’s proposed $440 million deal to sell 29 catalogues to Hipgnosis Songs Capital – a partnership between investment giant Blackstone and the fund’s investment adviser Hipgnosis Song Management – citing the lack of an “up-to-date” valuation.
October’s annual meeting of shareholders also saw a majority of investors vote against a resolution “to continue running the fund in its current form” — a so-called “continuation vote” — commencing a six-month countdown for the board to come up with a plan “for the reconstruction, reorganisation, or winding-up of the company.”
That led to the installation of a new executive board with Naylor replacing Andrew Sutch as chairman in November.
Last year wrapped with Hipgnosis lowering the value of its music portfolio following what Naylor described to investors as a strained relationship with its investment advisor, the Merck Mercuriadis-led Hipgnosis Song Management (HSM), over the catalog’s worth.
This year has so far begun on an equally rocky footing with the fund’s board of directors calling into question HSM’s ability to field competitive bids for its assets.
A major sticking point is the investment advisor’s call option, which gives it the right to purchase the company’s portfolio if its contract with the fund is terminated with less than 12 months’ notice, among other scenarios. The fund’s board contends that Hipgnosis Song Management’s call option harms its ability to receive competitive bids.
Last week, Mercuriadis announced that he will be stepping down as chief executive officer of Hipgnosis Song Management to take up a newly created chairman role with Ben Katovsky replacing him as CEO.
Hipgnosis Songs Fund’s share price was roughly flat at 65 British pence ($0.84) following Wednesday’s extraordinary general meeting.