State Champ Radio Hipgnosis Songs Fund
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LONDON — Hipgnosis Songs Fund has cut the value of its portfolio by more than a quarter and told investors that it does not intend to recommence paying dividends “for the foreseeable future” as it focuses on paying down debts.
The London-listed fund, which owns full or partial rights to the song catalogs of Red Hot Chili Peppers, Neil Young, Justin Bieber and Blondie, among many others, announced the updated valuation on Monday (March 4).
It follows a detailed review of the company’s portfolio “on a bottom-up basis” by Shot Tower, which was appointed following a public fallout between the firm’s board and its investment advisor, the Merck Mercuriadis-led Hipgnosis Song Management (HSM), over the fund’s worth.
In a financial filing, Hipgnosis Songs Fund (HSF) said Shot Tower’s preliminary report estimates the fair market value of the company’s portfolio at between $1.8 billion and $2.06 billion (and $1.74 billion and $2 billion after deducting contingent catalog bonuses of just under $60 million).
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Shot Tower gave a midpoint valuation of $1.93 billion, reflecting a multiple of 15.9x net royalty income, which is around 26% lower than the valuation of September 2023.
Hipgnosis Songs Fund said the new valuation was based on a range of criteria, including whether a catalog was made up of publisher, writer, producer or artist’s share of rights royalties. Shot Tower’s report also took into account royalty income streams and administration rights or copyrights due to be returned to the firm in future years, the fund said.
The firm’s cash net revenue (after third party royalty reductions and administration expenses) was $121.7 million for the 12-month royalty statement period ended June 30, 2023, according to Shot Tower’s analysis.
When adjusted solely for the new valuation, the company’s operative net asset value would be approximately $1.17 (92p) per share, compared to the last reported net asset value of $1.7392 (137p) per share at the end of September, the firm reported.
As a result of the decrease, the board said that it would be using free cashflow to pay down debt “and, therefore, does not intend to recommence paying dividends for the foreseeable future.”
In a statement accompanying the filing, Hipgnosis Songs Fund chairman Robert Naylor said the company’s newly constituted board “is making good progress with the due diligence work” underpinning its ongoing strategic review and that the board “remains focused on identifying all options to deliver shareholder value.”
Hipgnosis Songs Fund’s share price initially fell by 11% to £0.56 on Monday morning following the news.
The slashed valuation represents another blow for HSF, which underwent a turbulent end to 2023 and just-as-rocky start to the year.
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.
The same month’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, while last month shareholders passed 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 fund hopes that the enticement of a large fee will help draw potential bidders to acquire some of the company’s catalogs.
February also saw Mercuriadis step down as chief executive officer of Hipgnosis Song Management to take up a newly created chairman role with Ben Katovsky replacing him as CEO.
Shot Tower is due to present its final due diligence findings to the firm’s board later this month.
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.
Hipgnosis Songs Fund’s board of directors levied two complaints at its investment advisor, the Merck Mercuriadis-led Hipgnosis Song Management, on Tuesday (Jan. 23) that call into question the company’s ability to field competitive bids for its assets. Shareholders have told Hipgnosis Songs Fund’s newly constituted board they believe the investment advisor’s call option — a […]
Hipgnosis Song Fund’s board of directors wants a workaround to the call option that gives the investment advisor, the Merck Mercuriadis-led Hipgnosis Song Management, the ability to purchase the company’s music catalogs if its contract is ended. After consulting with shareholders who own more than 60% of outstanding shares, Hipgnosis Songs Fund’s board of directors […]
The Billboard Global Music Index — a diverse collection of 20 publicly traded music companies — finished 2023 up 31.3% as Spotify’s share price alone climbed 138% thanks to cost-cutting and focus on margins. Spotify is the single-largest component of the float-adjusted index and has one of the largest market capitalizations of any music company.
The music index was outperformed by the tech-heavy Nasdaq composite, which gained 43.4% with the help of triple-digit gains from chipmaker Nvidia Corp (+239%) and Meta Platforms (+194%). But the Billboard Global Music Index exceeded some other major indexes: the S&P 500 gained 24.2%, South Korea’s KOSPI composite index grew 18.7% and the FTSE 100 improved 3.8%.
Other than Spotify, a handful of major companies had double-digit gains in 2023 that drove the index’s improvement. Universal Music Group finished the year up 14.7%. Concert promoter Live Nation rode a string of record-setting quarters to a 34.2% gain. HYBE, the increasingly diversified K-pop company, rose 34.6%. SM Entertainment, in which HYBE acquired a minority stake in March, gained 20.1%.
A handful of smaller companies also finished the year with big gains. LiveOne gained 117.4%. Reservoir Media improved 19.4%. Chinese music streamer Cloud Music improved 15.8%.
The biggest loser on the Billboard Global Music Index in 2023 was radio broadcaster iHeartMedia, which fell 56.4%. Abu Dhabi-based music streamer Anghami finished 2023 down 34.8%. After a series of large fluctuations in recent months, Anghami ended the year 69% below its high mark for 2023. Hipgnosis Songs Fund, currently undergoing a strategic review after shareholders voted against continuation in October, finished the year down 16.6%.
Sphere Entertainment Co., which split from MSG Entertainment’s live entertainment business back in April, ended 2023 down 24.4%. Most of that decline came before the company opened its flagship venue, Sphere, in Las Vegas on September 29, however. Since U2 opened the venue to widespread acclaim and earned Sphere global media coverage, the stock dropped only 8.5%.
For the week, the index rose 1.1% to 1,534.07. Fourteen of the index’s 20 stocks posted gains this week, four dropped in price and one was unchanged.
LiveOne shares rose 15.7% to $1.40 after the company announced on Friday (Dec. 29) it added 63,000 new paid memberships in December and surpassed 3.5 million total memberships, an increase of 29% year over year. iHeartMedia shares climbed 14.6% to $2.67. Anghami continued its ping-pong trajectory by finishing the week up 16.9%.
Hipgnosis Songs Fund capped off an eventful 2023 by lowering the value of its music catalog amidst internal conflict over exactly what the company’s star-studded catalog is worth.
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The publicly listed royalty fund said its operative net asset value per share declined 9.2% to $1.74 on Sept. 30 from $1.92 on March 31, according to its half-year earnings report on Thursday (Dec. 21). The sharp decline stemmed primarily from a “material reduction” in expectations for CRB III and CRB IV income.
The company’s self-reported valuation has long exceeded the value implied by its share price and estimates of equity analysts. In recent months, Hipgnosis Songs Fund has proposed and completed partial catalog sales at discounts to their net asset values.
New board chair Robert Naylor‘s statement to investors described a strained relationship with the fund’s investment advisor, the Merck Mercuriadis-led Hipgnosis Song Management, over the valuation of the five-year-old company’s catalog that includes stakes in songs by Neil Young, Journey and Fleetwood Mac.
Two days earlier, the board postponed the release of half-year earnings after the investment advisor produced a “heavily caveated” opinion on the catalog valuation provided by independent firm Citrin Cooperman that was “materially higher than the valuation implied by proposed and recent transactions in the sector.”
Internal conflicts continued while the results were delayed. According to Naylor, the board’s request of Hipgnosis Song Management about “the matter to be published on the Company’s website in order to provide transparency for shareholders” was rebuffed “under the confidentiality clauses of the Investment Advisory Agreement.”
On Thursday, Naylor urged Hipgnosis Songs Management to provide an opinion on the valuation of Hipgnosis Songs Fund “without caveats” to provide greater transparency to shareholders. In the absence of a caveat-free opinion, the board urged investors to use “a higher degree of caution and less certainty” than normal when considering its fair value and operative NAV.
Hipgnosis Songs Fund shares fell 1% to 0.70 GBP on Thursday.
Gross revenue from continuing operations declined 26.9% to $63.2 million from $86.4 million in the six-month period ended March 31, 2023.
Net revenue from continuing operations declined 29.7% to $54 million from $76.8 million. About half of the decline came from a $11.9 million reversal of accrued royalties in October. Excluding those accrued revenues, net revenue grew 14% to $65.8 million.
Pro-forma annual revenue (PFAR), which measures gross royalties received and excludes revenue accruals, grew 10.4% to $64.9 million.
Following shareholders’ vote against continuation at the annual general meeting on Oct. 26, Hipgnosis Songs Fund transformed its board of directors by naming Naylor to succeed Andrew Sutch as chairman and adding Francis Keeling, a former Universal Music Group executive, and Christopher Mills, CEO and investment manager at North Atlantic Smaller Companies Investment Trust, to replace Andrew Wilkinson and Paul Burger, both of whom left prior to the annual general meeting.
The new board undertook a strategic review and named Shot Tower Capital as lead advisor to conduct due diligence on the catalog. On Thursday, Naylor said he was pleased with the strategic review’s progress thus far. “This process will help the new Board bring forward proposals for delivering value to shareholders,” said Naylor.
But Naylor also described “ongoing failures in the financial reporting and control process” since he joined the board. “Whilst we consider substantial progress has been made in identifying and rectifying these issues,” Naylor added, “we have had to suspend the dividend for at least the remainder of the year in order to ensure compliance with our banking covenants.”
Just one day after announcing a delay in publishing interim financial results for the six months ended Sept. 30, Hipgnosis Songs Fund has announced the appointment of a new auditor.
In a press release on Wednesday (Dec. 20), the Merck Mercuriadis-led company said it had appointed KPMG Channel Islands Limited as its new auditor, “with immediate effect for the financial year ended” Mar. 31, 2024. KPMG succeeds PricewaterhouseCoopers (PwC) in the role.
The release notes that the appointment of KPMG will be subject to approval by the company’s shareholders at a general meeting “to be convened in due course.”
“The previous auditor, PwC CI, has deposited with the Company a statement confirming that there are no matters to be brought to the attention of the Company’s members or creditors,” the release adds.
On Tuesday, Hipgnosis Songs Fund said it would delay publishing its financial results over concerns about its valuation, explaining that the valuation it received from an independent firm was “materially higher than the valuation implied by proposed and recent transactions in the sector.” These transactions include the proposed $417.5 million sale of 29 catalogs to Blackstone-backed Hipgnosis Songs Capital — a price reflecting a 24.3% discount from a valuation dated March 31 — and last week’s sale of 20,000 “non-core songs” to an undisclosed buyer for $23.1 million, which the company said reflects a 14.2% discount on the songs’ valuation as of early fall.
Hipgnosis Songs Fund now expects to announce its financial results on New Year’s Eve, according to the regulatory filing.
Hipgnosis is composed of three companies: Hipgnosis Song Management, Hipgnosis Songs Capital and Hipgnosis Songs Fund, the latter of which has been the subject of controversy for months. On Oct. 16, the London-listed trust revealed that it would not pay its investors a dividend due to new, lower revenue projections. On Oct. 26, more than 80% of the fund’s investors demanded structural changes to the music rights company, voting in favor of the board drawing up “proposals for the reconstruction, reorganization or winding-up of the company to shareholders for their approval within six months.”
Last month, it was also announced that the fund will not declare dividends before the fiscal year, which begins in April, to ensure it has enough on its ledger to pay contractually mandated catalog bonuses.
Hipgnosis Songs Fund owns full or partial rights to the song catalogs of artists including Justin Bieber, Neil Young, Bruno Mars, Jimmy Iovine, 50 Cent, Shakira, Blondie, Justin Timberlake and Lindsey Buckingham.
Hipgnosis Songs Fund ended the day up 1.43% on the London Stock Exchange following the announcement of the new auditor.
Hipgnosis Songs Fund has announced a last-second delay in publishing interim results for the six months ended Sept. 30, citing concerns over its valuation following a series of hiccups for the Merck Mercuriadis-led company.
The 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, was scheduled to publish it financial results on Tuesday (Dec. 19) but now expects to announce on New Year’s Eve, according to a regulatory filing.
In explaining the delay, the Hipgnosis board said the valuation it received from an independent firm was “materially higher than the valuation implied by proposed and recent transactions in the sector,” namely two deals involving itself: a proposed $417.5 million sale of 29 catalogs to Blackstone-backed Hipgnosis Songs Capital, a price reflecting a 24.3% discount from a valuation dated March 31, and last week’s sale of 20,000 “non-core songs” to an undisclosed buyer for $23.1 million, which it said reflects a 14.2% discount on the songs’ valuation as of early fall.
Due to the disparity between the independent valuation and the “implied” one tied to recent trends and proposed sales, the board sought advice from its in-house investment advisor, Hipgnosis Song Management Limited, which delivered a “heavily caveated” opinion that led to the board’s concerns as to the valuation of HSF listed in the interim results scheduled to be disclosed today.
Hipgnosis is comprised of three companies: Hipgnosis Song Management, Hipgnosis Songs Capital and Hipgnosis Songs Fund. The latter of the three has been mired in controversy in recent months after it was announced that the London-listed trust would not pay its investors a dividend because of new, lower projections for revenue. On Oct. 26, investors of the fund overwhelmingly demanded structural changes to the music rights company, with more than 80% of Hipgnosis investors voting in favor of the board drawing up “proposals for the reconstruction, reorganization or winding-up of the company to shareholders for their approval within six months.”
Last month the company announced that the fund will not declare dividends before the new fiscal year, which begins next April, in order to ensure it has enough on its balance sheet to pay contractually-mandated catalog bonuses.
Investors are still processing the news, with the company’s stock only slightly down, roughly 2%, in mid-day trading on the London Stock Exchange.
Hipgnosis Songs Fund has found a buyer for a batch of “non-core songs” that have been up for sale since earlier this fall. In a filing Monday with the London Stock Exchange, where it is listed, HSF announced the sale of 20,000 tracks for $23.1 million, which it said reflects a 14.2% discount on the songs’ valuation as of late September.
The company said the sale of the songs, acquired in 2020 from Kobalt, is expected to net $22.6 million, which will be used to pay down a revolving credit facility and provide “greater headroom under its future covenant compliance reporting.” The buyer or buyers were not disclosed. The sale price represents a multiple of 9.6x net publisher share, according to a statement, and makes up approximately 1% of HSF’s investment portfolio value.
The specifics of these “non-core” songs have also not been disclosed. When the proposed sale was announced in September, the company’s board said the songs “require ongoing accounting and reporting obligations that take up significant bandwidth which can be better focused on active song management.”
Hipgnosis is comprised of three companies: Hipgnosis Song Management, Hipgnosis Songs Capital and Hipgnosis Songs Fund. The latter of the three has been mired in controversy in recent months after it was announced that the London-listed trust would not pay its investors a dividend because of new, lower projections for revenue.
On Oct. 26, investors of the fund overwhelmingly demanded structural changes to the music rights company, with more than 80% of Hipgnosis investors voting in favor of the board drawing up “proposals for the reconstruction, reorganization or winding-up of the company to shareholders for their approval within six months.”
Last month the company announced that the fund will not declare dividends before the new fiscal year, which begins next April, in order to ensure it has enough on its balance sheet to pay contractually-mandated catalog bonuses.
In its latest filing announcing the sale of unspecified songs, HSF also said it had appointed Singer Capital Markets as sole corporate broker and financial adviser, and Shot Tower Capital as lead adviser of the company’s strategic review.
Hipgnosis Songs Fund announced on Tuesday the appointment of Rob Naylor as board chair, replacing Andrew Sutch, who was removed as part of changes set in motion at last month’s shareholders meeting.
Naylor had been a top candidate, as Billboard sources indicated, and arrives at HSF following a tenure as board chair at Round Hill Music Royalty Fund, the public fund of Round Hill, which was recently sold to Concord as part of a $469 million sale. He is CEO of Intuitive Investments Group, a fund that invests in high growth life sciences companies, and held previous roles at JP Morgan Asset Management Limited, Panmure Gordon Limited and others.
Joining the board as a non-executive director is Francis Keeling, who held the same title at Round Hill Music Royalty Fund Limited until its recent sale. Keeling is currently executive vp of business development at Orfium, a rights management solutions company. A music industry veteran, he was previously global head of licensing at Spotify and before that, global head of digital business at Universal Music Group.
“On behalf of the Board, we are delighted that Robert and Francis have agreed to join Hipgnosis Songs Fund,” said Sylvia Coleman, senior independent director of HSF. “Robert and Francis’s appointments follow extensive engagement with shareholders, and their experience and knowledge working with investment companies, most notably at Round Hill Music Fund, will be invaluable to Hipgnosis as we look ahead to the next chapter.”
On Oct. 26, investors of the fund overwhelmingly demanded structural changes to the troubled music rights company — but in ways that don’t include selling off part of its 65,000-song catalog. More than 80% of Hipgnosis investors voted in favor of the board drawing up “proposals for the reconstruction, reorganization or winding-up of the company to shareholders for their approval within six months,” the board said in a regulatory filing.
Investors also voted 71.5% against the re-election of Sutch, then-board chair, speeding up his departure, which was already set for 2024. Fund directors Andrew Wilkinson and Paul Burger also resigned as part of strategic review of its leadership.
In emailed comment following the shareholders meeting, founder Merck Mercuriadis framed the vote as “an opportunity to reset and focus on the future.”
