catalog deal
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Concord, under the name Alchemy Copyrights, has agreed to acquire the share capital of Round Hill Music Royalty Fund Ltd in a proposed deal jointly announced on Friday that values the rights in the fund at worth nearly $469 million.
If approved, Concord would acquire the music rights that sit in the publicly-listed Round Hill Music Royalty Fund, which includes 51 catalogs and roughly 150,000 songs by artists like Alice In Chains, Bonnie Tyler, Bush, Bruno Mars, Céline Dion, Lady A, Louis Armstrong, The Offspring, Carrie Underwood, The Supremes, Wilson Pickett and Whitesnake.
Launched in 2010, Round Hill Music was among the first catalog funds to raise money from instititutional investors to acquire and administer song catalogs. But since its November 2022 listing on the London Stock Exchange in November 2020, Round Hill Music Royalty Fund Ltd. has, like its peers Hipgnosis Songs Fund Ltd., struggled with a declining stock price this year as high inflation and interest rates have pressured alternative investments.
News of the Round Hill-Concord deal,reported earlier by Reuters, sent the fund’s stock up nearly 65% on Friday to $1.13 a share from its previous close of $0.69.
Under the proposed deal terms, Round Hill shareholders would receive $1.15 in cash per share, which values the ordinary share capital of the company at roughly $468.8 million.
While Concord’s proposed cash offer represents a premium price, it still represents a discount of approximately 11.5% to Round Hill Music Fund’s economic net asset value per share of $1.30.
In 2022, Round Hill reported its overall group revenues rose 32% year over year to $32.4 million and its portfolio’s fair value rose 13% $602.6 million.
The deal will be put to a shareholder vote at Round HIll’s nex general meeting on Oct. 18 and needs 75% of votes to pass. A group of shareholders led by Josh Gruss, Round Hill Music co-founder and CEO, who own roughly 33% of the fund’s shares have already signaled they will vote in favor of the deal.
“The Board is pleased to present this opportunity for liquidity at a premium to both the share price and the IPO price, as well as at a narrow discount to economic net asset value per share,” commented Robert Naylor, chairman of RHM. “The recommended offer represents excellent value for shareholders.”
Concord CEO Bob Valentine said that since its 2020 IPO, RHM has built an “impressive portfolio” of songs that “stand the test of time” and asserted that his company is “well positioned to maximise the value of this portfolio for all of the songwriters and artists within it.”
He added, “This offer enables RHM shareholders to realise their investment in the business at an attractive premium to the undisturbed share price, while the transaction provides an opportunity to create value for all stakeholders.”
For roughly half a century, John Fogerty had tried to recover the rights to dozens of hits he wrote for Creedence Clearwater Revival. At the age of 77, he had almost given up hope, when he and his wife, Julie Fogerty, who also works as his manager, realized they were on the cusp of a second chance thanks to the Copyright Act of 1976.
That law–specifically sections 304(c) and 203–are intended to give musicians, songwriters and other creators a second bite at the apple by enabling them to recapture the copyrights to compositions and recordings, in the United States only, that they may have signed away earlier in their careers. Songs dating from before 1978 can revert to their creator or heirs after 56 years, and songs from after 1978 can revert to the creator or heirs after 35 years, provided they file the proper paperwork.
Realizing that many of John’s songs were nearing that 56-year threshold, Julie reached a deal with Concord in January that returned majority control to her husband of worldwide publishing rights to over 65 Creedence classics.
Although clearing the legal and corporate hurdles to recapture rights can be significant and compromises are often negotiated, some industry insiders say that same law could lead to artists putting up for sale their newly recovered catalogs in a way that stokes the already hot market for publishing and recording rights.
“You have this interesting confluence of the big, big moment in classic rock, and you’re also getting to the 35-year window for late-1980s songs,” says Concord CEO Bob Valentine, who mentioned the mutually “happy outcome” with John during a discussion about works from the late ’60s and late ’80s approaching their reversion dates.
“Those are two huge windows for multiple genres,” he adds. “It makes the [catalog investment] market really interesting at this moment in time.”
Clearing the hurdles — both within the law and presented by music companies — to recapture rights is complicated, but there is some precedent to support this optimism. In 2013, when the first wave of post-1978 works approached the 35-year threshold, Billboard reported that nearly 20 of the world’s most famous songwriters had filed termination notices with the U.S. Copyright Office, including Paul McCartney, Bob Dylan, Brian Wilson, Gerry Goffin & Carole King, Willie Nelson, Daryl Hall & John Oates and the estates of Buddy Holly and Bo Diddley.
Lisa Alter, a founding partner at Alter Kendrick & Baron in New York and an expert in rights reversion negotiations, says a new surge has already begun. “Commerce has definitely increased in this area,” she says. “It will continue to increase, and at some point, maybe 10-plus years down the line, things will start to level off.”
Sources cautioned, however, that rights reversions — particularly for master recordings — rarely work out so cleanly as the law implies, and that likely only a fraction of the hit song catalogs reaching the 35-year or 56-year milestones will revert to their owners.
While John was able to regain a majority share of his worldwide publishing rights, Concord retains the Creedence master recordings in its catalog and, as of January, was still administering the rocker’s share of the publishing catalog. (Concord obtained Creedence’s recordings through the 2004 acquisition of Fantasy Records.) While John regained only publishing rights this year, Concord reinstated and improved his artist royalties shortly after the acquisition.
A key argument used by industry observers who predict the spate of copyright reversions will superheat the catalog investment market in the coming years is that superstar artists and songwriters who were behind hit records in the ’60s, ’70s and ’80s are aging and may be considering selling their rights to pass down a simpler inheritance to their heirs.
Before that can happen, however, artists and songwriters — or their heirs, if they are deceased — are required to serve the U.S. Copyright Office and their current music publisher or record company a termination notice at least two years before the songs turn 35 or 56, and they cannot enter any agreement with a third party before their current contract is terminated. Whoever has been holding those rights has the right of first refusal to acquire them.
While that option often leads the incumbent rights holder to negotiate new deals with the artists seeking to recover their rights, Alter says that since 1978, publishers have usually acquiesced when artists seek to reclaim their publishing rights, and labels have largely sought to block attempts to reclaim sound recording rights.
“There has been almost universal opposition on the part of the labels to the [termination] notices,” she says, with labels often arguing the notice was not validly served or the artist or songwriter produced the song as a work for hire. “While some artists have successfully gotten their rights back, in the majority of cases, the record label has renegotiated the leases.”
Many artists have attempted to sue major labels for their responses to termination notices — so far almost always unsuccessfully. One closely watched case was brought by “Missing You” singer John Waite, who sought class action status for hundreds of artists to sue Universal Music Group to regain control of their masters. The class action request was denied in January after a judge said there were complex and unique issues raised by each artist’s relationship with UMG that could not be resolved on an “aggregate basis.”
Round Hill Music co-founder Josh Gruss, who was an early investor in songs as an asset class, says he questions whether the rights reversion trend will result in more copyrights coming to the investment market.
“It’s really hard for significant recordings to fall out of the major-label system,” he says.
That said, Gruss acknowledges that attractive copyrights that have reverted to an artist or songwriter frequently come up for outside investment. For example, songwriter Eddie Schwartz, who wrote 100% of Pat Benatar’s 1980 top 10 Billboard Hot 100 hit “Hit Me With Your Best Shot,” reclaimed his publishing rights to the song in 2015 and sold them to Round Hill. Gruss says they’ve both been happy with the result.
When it comes to master recordings, however, Gruss agrees with Alter’s assessment.
“The labels have always done a masterful job of not letting the recordings revert,” he says.
Super producer Benny Blanco sold a package of publishing and performance copyrights to Litmus Music, the private equity-backed music rights company run by industry veterans Hank Forsyth and Dan McCarroll, both groups said on Wednesday (June 28).
Litmus said the acquisition includes Billboard Hot 100 No. 1’s like “Diamonds,” recorded by Rihanna, “Moves Like Jagger” recorded by Maroon 5, “Love Yourself” recorded by Justin Bieber, and “Señorita,” recorded by Shawn Mendes & Camila Cabello, plus “Eastside,” recorded by Blanco, Halsey & Khalid, “Roses,” recorded by Blanco and the late Juice WRLD featuring Brendon Urie, and others.
Terms of the deal were not disclosed.
Investor interest in music copyrights remains at an all-time high, and while career-spanning catalogs from artists like Bruce Springsteen and Bob Dylan have fetched among the highest reported sums, Blanco, 35, is among a growing cadre of younger producers, artists and songwriters who are electing to sell some of their copyrights while they are still actively making music.
This is the second rights sale Blanco, whose full name is Benjamin Joseph Levin, has done in recent years. In 2019, he sold Hipgnosis partial rights to some 90 songs, including his writer’s share in “Castle on the Hill,” which Blanco co-wrote and co-produced with Ed Sheeran.
A 2013 winner of the Hal David Starlight Award by the Songwriters Hall of Fame and multi-time recipient of BMI‘s songwriter of the year award, Blanco said his longstanding relationship with Litmus’s Dan McCarroll was the reason he chose them to handle these rights.
McCarroll, Litmus co-founder and chief creative officer, and Blanco met when the creative was 17 and McCarroll was running East Coast creative for EMI Publishing. The pair have since worked together on projects involving Keith Urban, Gym Class Heroes and Katy Perry, among others.
“I first crossed paths with Dan as a young teenager,” Blanco said in a statement. “I feel like we’ve had so many dinners and conversations that have gone beyond music and they really helped guide and shape me into the person I am today. There’s no better home I could imagine for such a meaningful part of my catalog.”
McCarroll speaks of the pride of watching him become the “incredible writer and producer he is today. We at Litmus are honored to work with him now to support part of his incredible catalog.”
Launched in August 2022, Litmus has $500 million in backing from Carlyle Global Credit, and aims to buy the publishing and recording rights of artists from a range of genres. In December, Litmus announced it bought Keith Urban‘s master recordings for an undisclosed sum. Forsyth previously held positions as executive vp at Warner Chappell and GM of Blue Note, while McCarroll served as president of both Warner Brothers Records and Capitol Records.
Primary Wave Music has acquired Skillet‘s music publishing interests as well as their recorded music royalties across five of their critically acclaimed albums, released from 2003-2016, in a multi-million dollar deal. Some of their biggest hits include “Whispers in the Dark,” “Awake and Alive,” “Feel Invincible,” “Monster,” “Hero,” and “The Resistance.”
Big Yellow Dog Music has signed BSAMZ (Brandon Sammons) to its publishing roster. With more than a decade of experience as a co-writer with artists like Lady Gaga, Kygo, Bryce Vine, Adam Lambert, Culture Club, Sam Feldt and many more, BSAMZ is still continuing to write hits, most recently with K-Pop group Girls’ Generation’s “You Think” off of their No. 1 album Lion Heart.
Reservoir has signed singer, rapper, and songwriter Armani White to his first-ever global publishing deal. The agreement entails both the artists’ back catalog and future works, including his viral hit “BILLIE EILISH” which reached No. 58 on the Billboard Hot 100.
Peermusic has signed singer-songwriter Alejo to an exclusive worldwide publishing deal. The deal encompasses all of the Puerto Rican artist’s catalog, including his new album El Favorito de las Nenas, released on May 4. The deal also includes his hit songs “Pantysito” with Feid and Robi; “Un Viaje” alongside Karol G, Jotaerre and Moffa; “Volar” by Wisin, Chris Andrew ft. Los Legendarios; and “Estrella” with boy band CNCO.
Warner Chappell Music has signed a global publishing deal with Canada-based country act Josh Ross. Named a Spotify Hot Country Artist to Watch for 2023, Ross has been building his profile with key opening slots, supporting talent like Bailey Zimmerman Nickelback, Lee Brice, Chase Rice, Brantley Gilbert.
Wise Music Group has signed a deal with DJ and producer Ron Trent. With almost 30 years of experience in the dance/electronic space, Trent first became acclaimed as a DJ with the release of Altered States at age 15. Under his new project WARM, Trent is still continuing to release enduring electronic works.
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