State Champ Radio Hipgnosis
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Investors want serious, swift changes to make Hipgnosis Songs Fund more profitable and stable. That was the key takeaway from more than 80% of investors’ votes last week on how the London-listed trust that owns rights to songs by Journey, Bruno Mars and Rihanna should proceed. While the landslide vote opened the door to possibly winding up the pioneering publicly traded music royalty trust, it doesn’t spell an immediate end — more like the long beginning of company-wide rethink to improve the company’s stock price.
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.
“These proposals may or may not involve … liquidating all or part of the company’s existing portfolio of investments.” Adding further uncertainty to the fund’s future is that, while its board devises a plan to restore regular dividends and boost a lagging share price, it must simultaneously find replacements for its chair, Andrew Sutch, and two other members, after those three either resigned or failed to win re-election to the board seats last week.
Sources say Round Hill Music Royalty Fund’s outgoing board chair, Rob Naylor, is being considered to chair of Hipgnosis Songs Fund’s board. Naylor is a former London banker and currently the chief executive officer of Intuitive Investments Group, a fund that invests in high growth life sciences companies. Naylor would have been closely involved in negotiating Round Hill’s $469 million sale of its public fund to Concord, which shareholders approved in mid-October and closed this week.
Jefferies analyst Matthew Hose says one route the board might take would be similar to Round Hill’s sale — Hipgnosis Songs Fund could sell itself to its sister fund Hipgnosis Songs Capital, which is jointly run by Mercuriadis’ investment advisor Hipgnosis Song Management and private equity goliath Blackstone, or it could sell itself just to Mercuriadis’ investment advisor Hipgnosis Song Management.
Although investors soured on an earlier plan to sell about 20% of the Hipgnosis Songs Fund to Hipgnosis Songs Capital, with Blackstone’s backing it remains among the most capable buyers and it knows the portfolio of songs well, analysts agree. There’s also a clause in the investment advisory group’s contract that says if the public fund ends its contract with investment advisor, the investment advisor can buy out the fund. The clause, which was laid out in the fund’s 2018 filings when it went public, was intended to help Mercuriadis reassure artists whose catalogs Hipgnosis acquired that he would always stay on as the relationship manager in charge of their songs and legacy.
While Hose says a sale to Mercuriadis and the investment manager could benefit all parties, “the question is whether this board is able to propose an ‘open’ sale process for the portfolio that extracts this fair value for shareholders, while still honoring the manager’s option, or will the existence of the option simply prohibit any realistic bids?”
Analysts who cover investment trusts like Hipgnosis Songs Fund say that about 80% of the time following a no continuation vote, a fund winds up, either through selling its assets to multiple buyers or all of the portfolio to a single buyer and then distributing those proceeds to shareholders minus any debt repayments.
The deliberation over which direction to take the fund will also rely on an updated valuation of the portfolio, which Hose says will likely see a downgrade since the disclosure in October that the fund’s valuers had inaccurately estimated certain CRB III royalty funds.
“We see the potential for weakness in the portfolio,” Hose says. “An independent valuation of the portfolio by a new valuer that gains the trust of the market … could be crucial here.”
Investors in Hipgnosis Songs Fund on Thursday overwhelmingly demanded a new board make structural changes to the troubled music rights company in ways that don’t include selling off part of its 65,000-song catalog, which includes compositions by Neil Young, Shakira and the Red Hot Chili Peppers.
At the company’s annual meeting of shareholders in London, a majority of investors voted no on a resolution “to continue running the fund in its current form”–what’s known as a continuation vote — and they rejected a plan to sell a package of 29 song catalogs to Hipgnosis’ Blackstone-backed sister fund, according to the fund.
The ‘no’ vote signals unequivocal shareholder anger with the company founded by Merck Mercuriadis, and it kicks off a 6-month countdown for the board to come up with a plan “for the reconstruction, reorganisation, or winding-up of the company,” possibly “liquidating all or part of the company’s existing porfolio of investments,” according to the board’s statement.
“While shareholders have not supported our proposed transaction or the continuation vote, it is clear that they share our belief in the inherent quality and potential of these assets,” Sylvia Coleman, senior independent director of Hipgnosis Songs Fund said in an emailed statement. “Directors are now expediting the appointment of a new chair who will drive the strategic review we have already announced, with a clear focus on delivering improved shareholder value.”
Investors voted against the re-election of Hipgnosis Songs Fund board Chair Andrew Sutch at the meeting, speeding up the timetable for his departure. Sutch had already announced he would step down before the company’s next annual general meeting in 2024. On Wednesday, the day before the company’s annual meeting, fund directors Andrew Wilkinson and Paul Burger resigned, and last week, the board embarked on a strategic review into the company’s management team.
“Shareholders have spoken and sent a clear message that the status quo is unacceptable and that a total reset is required,” Tom Treanor, the head of research at Asset Value Investors, which owns a roughly 5% stake in the fund, said in an email. “We look forward to a refreshed board working closely with shareholders to turn the company around.”
Mercuriadis, the former manager of Elton John and Guns N’ Roses, will continue as Hipgnosis Songs Fund’s investment advisor. Mercuriadis founded Hipgnosis in 2017 and took it public on the London Stock Exchange (LSE) in July 2018.
Hipgnosis Songs Fund’s share price rose 1.2% to 75.90 British pence ($0.92) at 11:20 in London.
Thursday could be a pivotal moment in the history of Hipgnosis Songs Fund, which went public in 2018, raising $260 million, and helped legitimize song catalogs as an investment vehicle. At 10 am, shareholders will gather at United House, a stylish workspace in London’s Notting Hill neighborhood, to vote on the continuation of the publicly listed investment trust – essentially, whether to continue or wind down the fund – and a $440 million catalog sale meant to improve its struggling share price.
All signs point to shareholders rejecting both the continuation and the proposed sale of song catalogs to Hipgnosis’ Blackstone-backed sister fund. A failure of the continuation vote isn’t an immediate death knell for the fund – the board will have six months to present investors with a plan to right the ship – but it will never be the same.
If the continuation vote fails, Merck Mercuriadis, the former Elton John and Guns N’ Roses manager who founded the company and became its often provocative public face, will probably continue as the public fund’s investment advisor. But he will be working with a different board of directors at Hipgnosis Songs Fund after two directors, Andrew Wilkinson and Paul Burger, resigned on Wednesday (Oct. 25) and the board’s chair Andrew Sutch signaled he will leave before the next annual meeting. The resulting changes will likely mean more scrutiny over Mercuriadis’ management of its 65,000-song catalog, which includes compositions by Neil Young, Shakira and the Red Hot Chili Peppers.
Mercuriadis has already conceded some ground by accepting a reduced fee for managing the fund’s portfolio if the catalog sale goes through. But Mercuriadis still has the backing of the current board, plus the confidence of many shareholders. “Despite the fact that there’s lots of commentary around governance, conflicts of interest, value achieved, we see no criticism at all for Hipgnosis [Song Management] to actually do its job of managing the portfolio,” says Shavar Halberstadt, a London-based investment trusts analyst at Winterflood Investment Trusts.
As other shareholders see it, Hipgnosis Songs Fund has committed a string of unforced errors that has undercut investors’ confidence in its leadership. “I think all trust left the building, quite frankly, a while ago,” says Stifel analyst Sachin Saggar. “I have not spoken to an investor at this point — and I’ve spoken to quite a few — where any of them have any sense of confidence, trust in the current board, or the [investment] manager, frankly.”
Last week, Hipgnosis Songs Fund canceled an upcoming dividend payment to keep from breaching a debt covenant. According to the board of directors, the decision came after the independent portfolio valuer, Citrin Cooperman, cut its estimate for a retroactive royalty payment related to the Copyright Royalty Board’s decision to raise publishers’ royalty rates from subscription streaming services for the period 2018 to 2022. It wasn’t the first time: In 2021, Hipgnosis Songs Fund committed what it termed an “inadvertent breach” of a credit facility restriction.
Another blow to shareholders’ trust in the board came in 2022 when Hipgnosis Songs Fund refinanced its revolving credit facility to reduce its interest margin and provide greater financial flexibility. Many other companies refinanced debt in 2020 and 2021 to take advantage of low interest rates in the early days of the pandemic. “They waited too long and then the process took very long,” says Halberstadt.
More recently, Hipgnosis Songs Fund’s steps to address its flagging share price have attracted criticism. In September, the company announced a plan to raise $465 million by selling two catalogs — one with a $440 million deal with Hipgnosis Songs Capital, a joint venture of the public fund’s investment advisor and the investment giant Blackstone. If the sale is approved, the proceeds will fund debt reduction and share buybacks to reduce the 60% gap between the current share price and the company’s per-share net asset value (the valuation of its catalog of music rights). But sources tell Billboard that investors will likely vote no to the deal on Thursday.
With the sale price 17.5% below the catalog’s latest valuation, shareholders questioned whether the Blackstone-backed entity was getting a favorable deal, as well as if the process for soliciting other bids was transparent enough. Hipgnosis Songs Fund’s board said at the time that it created “appropriate governance arrangements and information barriers” to properly conduct a sale between two related parties.
The fund’s board said on Tuesday it received one outside offer after talks with 17 prospective buyers, but that ultimately the external parties said “they could not justify” a higher offer price than the $440 million offered by Hipgnosis Songs Capital.
“The shareholders are very upset with the capital stance, the dividend cut, the strategic review, and the related party transaction, and they are highly likely to vote against continuation on Thursday,” predicts Matthew Hose, a London-based analyst for Jeffries. Analysts at Investec encouraged shareholders to vote against both continuation “in order to reinforce the point that the status quo is not an option,” they wrote in an Oct. 19 note to investors. Alternative Value Investors Limited, which owns a 5% stake in Hipgnosis Songs Fund, also encouraged other shareholders to vote against both continuation and the catalog sale in an Oct. 16 letter.
If the continuation vote fails, the board has six months to create a proposal “for the reconstruction, reorganization or winding-up” of the fund, according to its prospectus. “If shareholders vote against continuation on Thursday, it’s almost like it’s the end of the beginning, not the beginning of the end,” says Hose. AVI spoke to “a majority” of shareholders and found none are in favor of an immediate portfolio sale, wrote AVI head of research Tom Treanor.
Despite their frustration, Hipgnosis Songs Fund’s investors aren’t looking for a nuclear option. Rather, shareholders want new leadership on the board and an orderly process, says Saggar. “Nobody is looking at blowing this up. Nobody is looking to do this in a nonsensical way.” AVI emphasized this point in an attempt to sway undecided shareholders. “Voting against continuation should not be perceived as a negative stance to take,” wrote Treanor.
Even if shareholders eventually push to wind down Hipgnosis Songs Fund, there are questions about what amount the catalog could fetch for shareholders. While Hipgnosis Songs Fund has reported that its portfolio is valued at $2.8 billion, sources tell Billboard that its lenders likely value it closer to $1.8 billion, or what banks estimate they could get for the assets in a distressed sale. Two sources tell Billboard they predict the portfolio’s value to be somewhere between those two numbers.
To appease shareholders ahead of the vote, changes to Hipgnosis Songs Fund’s governance are already underway. The board recently hired an executive search firm to aid in finding Sutch’s replacement on the board, and Wilkinson and Berger’s resignations are effective immediately. The board intends to appoint Cindy Rampersaud, an independent non-executive director, to replace Wilkinson as chair of the audit and risk management committees.
In exchange for voting yes to continue the fund, the board has also offered shareholders the right to vote on continuation again in 2026 and 2028, giving them more opportunities to push for change than the standard five-year window between continuation votes typical of U.K. investment trusts. Also, Hipgnosis Songs Fund says it will terminate the investment advisor’s contract if the share price’s discount to NAV is 10% or more for the month of January 2025. Given the current share price — Hipgnosis Songs Fund shares are current trading at 60% below NAV — that could mean the investment advisor receives a 12-month notice in fewer than 15 months from now.
But getting rid of Mercuriadis would create challenges that shareholders might want to avoid. If Mercuriadis departs and Hipgnosis Songs Management is unable to find a replacement satisfactory to the public company’s lenders within 90 days, Hipgnosis Songs Fund would be in default and lenders may demand repayment of all amounts in the revolving credit facility, according to the company’s prospectus. Also, Hipgnosis Songs Management retains an option to acquire Hipgnosis Songs Fund’s portfolio if its investment advisory contract is canceled. When the board initiated a strategic review last week — another move to appease shareholders ahead of the annual meeting — it asked Hipgnosis Songs Management to remove the clause from its contract but was rebuffed. The option to purchase could be problematic for investors who want to maximize bids on the catalog.
“If you didn’t have that option, you could run an open sales process,” says Hose. “Will that option prevent others from bidding?”
Hipgnosis Songs Fund was initially pitched to investors as a source of reliable returns from classic, successful songs during a streaming-led boom in royalties, the Guernsey-based company monetizes proven song catalog and pays dividends. That catalog is seen as the company’s biggest strength and holds more opportunity as streaming expands globally and music businesses explore new ways to monetize their catalogs. But all signs point to shareholders needing more trust in how Hipgnosis Songs Fund is governed.
“The company has a bright future,” writes AVI’s Treanor. “And that may well be with the current manager on revised terms should a new board decide so following consultations with shareholders. But we do, however, strongly believe that a reset is urgently required.”
Shares of K-pop companies sank this week following news that a member of K-pop ground EXO is leaving SM Entertainment for a different agency. According to reports, D.O. will leave SM Entertainment for a new agency being established by his longtime manager. D.O.’s contract expires in early November, SM Entertainment said in a statement, and the artist “will continue with his EXO activities with SM” but pursue acting and other activities through the new agency.
SM Entertainment shares fell 9% to 113,400 won ($83.93). Shares of YG Entertainment, home of girl group BLACKPINK, dropped 9.3% to 53,700 won ($39.74). Shares of JYP Entertainment, home of Stray Kids and Twice, plummeted 11.1% to 100,900 won ($74.67). HYBE, home to BTS and Tomorrow X Together, fell 8.2% to 224,500 won ($166.15). Shares of Kakao Corp. dropped 9.6% to 39,050 won ($28.90). Kakao and its subsidiary Kakao Entertainment own 40% of SM Entertainment’s common stock. Earlier this year, Kakao Entertainment formed a North American joint venture with SM Entertainment.
With all K-pop stocks moving in synch, investors appear to be concerned that the established agencies could be threatened by upstarts. Because Korean companies have far smaller rosters than publicly traded Western music companies such as Universal Music Group, Warner Music Group and Believe, any one departure can have an outsized impact. When BTS announced it planned to go on hiatus, HYBE’s share price dropped nearly 25% the following day.
Separately, the chief investment officer of Kakao, Bae Jae-hyun, was charged with manipulating SM Entertainment’s stock price in connection with Kakao’s bidding war against HYBE over SM Entertainment in the first quarter of the year. According to Bloomberg, the executive was arrested Thursday for buying 240 billion won ($178 million) worth of SM Entertainment shares in an effort to disrupt HYBE’s tender offer.
Despite the week’s heavy losses, K-pop stocks are among the best performing music stocks in 2023. Through Friday, HYBE, SM Entertainment, YG Entertainment and JYP Entertainment have gained an average of 37.1% year to date. JYP Entertainment leads the four companies with a year-to-date improvement of 48.8%.
The 21-stock Billboard Global Music Index fell 3.1% to 1,313.44, lowering its year-to-date gain to 12.5%. It was the biggest one-week drop for the index since July and just the seventh time this year the index dropped by more than 3% in a week. Losses were widespread and only four of the 21 stocks posted gains.
Stocks generally had a miserable week. In the United States, the Nasdaq composite index fell 3.2% and the S&P 500 declined 2.4%. In the United Kingdom, the FTSE 100 dropped 2.6%. South Korea’s KOSPI composite index sank 3.3%. As the first wave of companies released third-quarter earnings this week, one of the standouts was Netflix. The streaming video giant gained 16.1% on Thursday after announcing it added 9 million subscribers in the quarter and will raise prices in the U.S., U.K. and France.
Anghami was the index’s greatest gainer for the second straight week after increasing 16.6% to $0.96. Last week, shares of the Abu Dhabi-based music streamer jumped 18% after the company received a written notification from the Nasdaq Stock Market on Oct. 12 regarding its closing share price falling below $1.00 for the previous 30 days. On Tuesday, Anghami issued a press release to reveal the Nasdaq Stock Market issued a written notification notifying the company it is not in compliance with the exchange’s requirement that listed companies maintain a minimum market value of $15 million. Anghami fell below the $15 million threshold from Aug. 29 to Oct. 10. Anghami has until April 8, 2024, to regain compliance.
Hipgnosis Songs Fund gained 4.9% to 0.775 GBP ($0.94) this week despite dropping 9.3% on Monday following news the company canceled a planned dividend payment. As the week progressed, the London Stock Exchange-listed company’s stock price steadily increased and was helped by the board of director’s announcement on Thursday of a strategic review to help calm investors’ nerves. After Monday’s decline, the share price rose 15.6% through Friday (Oct. 20) to reach its highest closing price since Oct. 3. At the company’s annual meeting on Oct. 26, shareholders will vote to approve a $440 million catalog sale intended to reduce the share price’s discount to Hipgnosis Songs Fund’s net asset value. Shareholders will also vote on a continuation resolution.
Rarely does an accounting issue move markets and surprise people throughout the music business. But that’s what happened Monday when Hipgnosis Songs Fund, the publicly traded investment trust backed by the catalogs of such artists as Neil Young and Stevie Nicks, announced it will cancel a planned quarterly dividend payment to shareholders.
According to Hipgnosis Songs Fund’s board of directors, the decision was the result of the company’s independent valuation expert, Citrin Cooperman, reducing its expectations of “industry-wide” retroactive payments from the Copyright Royalty Board’s Phonorecords III (a.k.a. CRB III) ruling that increased the royalties music publishers receive from on-demand music streaming services for the years 2018 to 2022. Billboard estimated that the music industry would gain over $250 million in total, and another industry expert recently told Billboard they estimated the industry-wide retroactive payment will approach $400 million.
Hipgnosis’ adjustment was substantial: down roughly 54% from $21.7 million to $9.9 million. Meanwhile, Billboard continues to stand by its previous estimate and no other publishers or rights funds that spoke for this story have had to decrease their projections.
“Frankly, I’m shocked… I really do not understand this,” says one music publishing executive.
Multiple sources say there have been no new updates regarding CRB III in recent weeks that would cause a publisher to cut their expectations for accruals by more than half, and it must be an accounting error unique to Hipgnosis and Citrin Cooperman. “None of the data points have changed,” explains another publishing executive. “The ruling is what it is, so they must’ve made a mistake here.” Citrin Cooperman did not respond to Billboard’s request for comment.
The fallout Monday was immediate: With the sudden change in expected retroactive royalties, Hipgnosis Songs Fund was forced to cancel a dividend payment to not risk violating the debt covenants for its $700 million revolving credit facility. That dividend — 1.3125 pence per ordinary share — was announced on Sept. 21 and was to have a payment date of Oct. 27. The company’s share price dropped 10% on Monday’s news. Dividends are an integral component to the fund’s strategy of providing investors with stable returns from proven, successful music catalogs. Since its initial public offering in July 2018 through March, Hipgnosis Songs Fund had declared dividends of 21.6 pence per share, according to the latest annual report.
While the retroactive CRB III payments would be less than Hipgnosis Songs Fund expected and impacted a dividend payment this quarter, the resulting cash crunch likely won’t happen until 2024. Streaming royalties due for the period 2018 to 2020 will be paid directly to rights holders, with everything after that flowing through the Music Licensing Collective with a Feb. 9, 2024, deadline. Most of the adjustment will come from the 2021-2022 royalties owed to the MLC, according to sources. Considering the time it will take the MLC process the distributions, publishers probably won’t receive this tranche of royalties until the spring 2024.
In August, the Copyright Royalty Board stated its final determination for how songwriters and publishers would be paid for the period of 2018-2022. These rates were hotly contested between the music business and streaming services over the past six years. Though rates were nearly finalized in 2018, some streamers remanded it back to the CRB in 2019 in hopes of getting more favorable terms. In the meantime, the streaming services paid songwriters and publishers under the guidelines set by the previous period, Phonorecords II, which was lower than what was ultimately set for 2018-2022.
Ever since, the music business has been preparing for when the 2018-2022 rates would finally be settled, and streaming services would have to undergo a massive recalibration of what they had previously paid out. When the judges released their final determination in mid-August, it proved that these streaming rates overall would lead to more money for publishers and songwriters.
Other publicly traded publishing companies have also announced the amounts of their expected adjustments ahead of receiving the money. Universal Music Group-owned Universal Music Publishing Group, one of the world’s largest music publishers, expects to book a catch-up adjustment of nearly 30 million euros in the third quarter of 2023 related to Phonorecords III, UMG said in its July 26 earnings call. Warner Music Group, which often ranks as the third largest publisher, according to Billboard’s Publishers Quarterly, recognized a benefit of $20 million — less than the amount of Hipgnosis Songs Fund’s initial estimate — in the quarter ended Sept. 30, 2022, resulting from the CRB’s ruling July 1, 2022, ruling.
Reservoir Media accrued less than $3 million in royalties in the third and fourth quarters of calendar 2022 related to the CRB III decision, says CEO Golnar Khosrowshahi. Reservoir Media doesn’t expect to adjust the size of the CRB III adjustment. “We continue to believe our estimates are accurate,” says Khosrowshahi. “We’ve applied an appropriate level of conservatism in recording that revenue.”
The amount of the expected windfall appears to have received a great deal of consideration inside Hipgnosis Songs Fund. According to Hipgnosis Songs Fund’s latest annual report, the company compared the Phonorecords III accrual estimates to estimates provided by the independent valuer — Citron Cooperman — as well as the fair-value appraiser for the City National Bank-led revolving credit facility. The 182-page report mentions the term “CRB III” 49 times and includes lengthy discussions of the company’s regulatory environment and how the CRB III determination raised the headline royalty rate due to music publishers by 44% from 10.5% to 15.1%.
CRB III will give publishers less than a 44% rate increase, though. The amount owed to music publishers is a complicated formula that includes minimum per-subscriber fees and percentage-of-revenue calculations. Publishers typically received above the headline rate from streaming services from 2018 to 2022, meaning extra amounts owed retroactively will be less than they would otherwise. Sources tell Billboard the effective rate for some streaming services was in the range of 12% to 13% of service revenue rather than 10.5%.
Hipgnosis did not respond to Billboard’s request for comment.
Hipgnosis Songs Fund’s board said on Thursday it was launching a strategic review of changes to its current management team and other options that could maximize shareholder value, as the company braces for a critical continuation vote next week.
Hipgnosis Songs Fund’s (HSF) stock price hit an all-time low earlier this week after scrapping its upcoming shareholder dividend because of an accounting error that resulted in a nearly $12-million downward revision of certain expected streaming royalties.
Shares in the company, which owns the rights to songs performed by Rihanna, Fleetwood Mac, The Pretenders and more, fell by more than 10% on the news, and investor confidence appeared shaky this week, as the the five-year-old music royalty fund prepares for a do-or-die continuation vote on Oct. 26.
“This decision follows extensive engagement over recent weeks with shareholders in light of the forthcoming continuation resolution,” the board said in a statement announcing the strategic review. “These meetings highlighted a continued belief in the company’s portfolio and growth prospects … as well as the need for changes by the company in order to deliver value for shareholders.”
The board said it explored terminating its contract with the fund’s investment advisor, Hipgnosis Song Management, run by HSF founder Merck Mercuriadis, but said it concluded it is not in shareholders’ interest, “as it would be an event of default under the revolving credit facility” if the fund fired its investment advisor before finding a new one who was approved by the HSF’s banks.
The board reiterated its recommendation that shareholders vote in favor of continuing the fund, saying it believes “it is in shareholders’ interest to have a strategic review with the widest array of options for the company to consider and to identify changes that will focus on recovering and delivering improved shareholder value.” The board went on to say it asked its investment advisor to remove a clause in its contract that gives the group overseen by Mercuriadis the right to acquire HSF’s portfolio if its advisory contract is terminated, but that request was declined.
The company’s stock rose about 2.33% to 74.70 British pence ($0.90) as of 10:22 in London.
Continuation votes are required for all publicly traded trusts listed on the London Stock Exchange to provide investors of closed-end funds with an exit strategy.
In addition to a thumbs up or down on continuation next week, HSF investors will also be asked to vote on the sale of 29 catalogs from HSF’s portfolio–including the works of Shakira, Barry Manilow and other artists–to its privately held sister fund Hipgnosis Songs Capital, which is backed by Blackstone.
The board reiterated on Thursday its support for the proposed sale, saying it would use the $440 million in proceeds to reduce the company’s debt and buy back up to $180 million worth of its own stock.
The fund’s board chairman Andrew Sutch announced plans to step down last month, and the board said it has hired an executive search firm to look for his replacement.
The boad also said it also has secured new terms with lenders that put the company back in compliance with its fixed charge cover ratio covenant. The company risked breaching compliance with its lenders over the past week after it was forced to cut expectations for revenue from the U.S. Copyright Royalty Board’s Phonorecords III (CRB III) to $9.9 million, from $21.7 million.
Hipgnosis Songs Fund said on Monday it would not pay its investors a dividend in October because of new, lower projections for the amount of revenue it can expect from the U.S. Copyright Royalty Board for certain streaming royalties, causing its stock to dip more than 10%.
Hipgnosis Songs Fund’s board said it had to withdraw the proposed interim dividend of 1.1325 pence per share, which it had announced to shareholders on Sept. 21, after its independent portfolio valuer, Citrin Cooperman, “materially reduced” Hipgnosis’ projected payments from CRB III, causing the board to cut its expectations for CRB III retroactive accrual to $9.9 million, from $21.7 million. Hipgnosis’s board said it “expects to declare and pay future dividends as targeted,” subject to discussions with its lenders.
The announcement comes 10 days ahead of the London-listed music royalty trust’s first shareholder continuation vote, where investors are asked to vote on whether they want to keep the investment trust going or liquidate the fund.
Hipgnosis Songs Fund made history in the music industry when it went public in July 2018 as the first publicly listed company offering investors the chance to earn returns from the royalties on famous songs like “Sweet Dreams Are Made of This,” “Don’t Stop Believin’,” Neil Young’s catalog and more.
But the company is facing some of its first, serious growing pains as the high interest-rate environment has made acquiring more catalogs more expensive and drawn investors’ interest away from alternative investments like music rights to high-yielding bonds. Hipgnosis Songs Fund’s share price is down more than 25% over the past year and was trading at 66.26 British pence ($0.90 USD) as of 8:50 a.m. New York time.
The board has announced a number of initiatives since September that appear to be aimed at addressing investors’ concerns ahead of the Oct. 26 continuation vote, including the proposed sale of $440 million worth of catalogs from its portfolio to the private side of Hipgnosis — Hipgnosis Songs Capital, which is backed by private equity goliath Blackstone. The board said it would use the proceeds to buy back up to $180 million of its own stock, pay down $250 million of its revolving debt and to introduce new, lower advisory fees to be paid to Hipgnosis Song Management Limited.
The board has said it hopes the proposal, which must be approved by shareholders, would help to “re-rate” the company’s share price in the eyes of investors and the broader market.
The board said it learned of the reduction in expected payments around Sept. 30, after Citirn Cooperman “reduced its expectations of industry-wide retroactive payments in relation to the U.S. Copyright Royalty Board’s decision in relation to royalties payable to songwriters for the period covering 2018-2022 (“CRB III“) for its valuation of the Company’s portfolio.”
Kenny MacPherson, a long-time music publishing executive, has been placed on a leave of absence from his job at Hipgnosis Songs Fund, the company tells Billboard, following the filing of a lawsuit that claims he sexually assaulted a staffer in 2005 while he ran another company.
In a complaint filed Wednesday in Los Angeles court, Sara Lewis alleges that she “endured an onslaught of unwanted sexual advances” from MacPherson while she worked as an A&R at Chrysalis Music during the mid-2000s, when he served as the company’s president.
Lewis claims the harassment eventually escalated into “a traumatic sexual assault” during a 2005 business trip, and that she was then “blacklisted” when she reported the abuse.
“The entertainment industry is rife with tales of the abuse of aspiring entrepreneurial women at the hands of older, powerful executives,” Lewis’ lawyers write. “Women have been historically punished for standing up for themselves, refuting sexual advances, or speaking out against their perpetrators. Sara is unwilling to perpetuate that stigma. This lawsuit is about reclaiming agency for survivors of sexual violence and bringing to justice those high powered perpetrators who have historically avoided culpability.”
In a statement to Billboard on Thursday (Oct. 5), Hipgnosis — which was not named in the lawsuit nor accused of any wrongdoing — said it had placed MacPherson from his role as the CEO of the company’s publishing unit pending an investigation.
“Hipgnosis Songs Fund has a policy of zero-tolerance to harassment or abuse,” a spokesperson for the company said. “While the company is not a defendant to these historic allegations which relate to a period 15 years before Hipgnosis was founded, Kenny MacPherson was placed on leave of absence from Hipgnosis Songs Group as soon as it became aware of the allegations. Our rigorous procedures for dealing with such matters have commenced.”
MacPherson did not immediately return a request for comment on Thursday.
In addition to MacPherson, the lawsuit also named as a defendant BMG Rights Management, which acquired Chrysalis in 2010. Lewis claims that BMG, as the legal successor to her employer, is “directly liable” for the company’s failure to stop abuse by its president. In a statement to Billboard on Thursday, BMG stressed that it did not acquire Chrysalis until “years after the alleged events had taken place.”
“BMG stands solidly against all forms of discrimination, harassment, and abuse and we are shocked and dismayed by the allegations made by Sara Lewis,” the company said.
In her complaint — which contains graphic details of alleged harassment and assault — Lewis claims she was hired by Chrysalis in 2002 to “what she thought was her dream job,” eventually moving into a role as an A&R by 2003. But she says the dream “became a literal nightmare” as she was subjected to “relentless” harassment and “grooming” by MacPherson, who then served as the president of Chrysalis.
“Each of the repeated advances were unwanted and unwelcome,” her lawyers write. “But Sara had nowhere to turn. As president of Chrysalis, MacPherson knew all and controlled all. As a professional and aspiring executive, Sara put her head down, endured the harassment, and continued to pursue her dream career in the music industry.”
Lewis claims the harassment escalated into outright assault during a 2005 trip to Chicago to visit a newly-signed artist. After “plying her with alcohol” during a concert, she says he then “insisted that he and Sara have another drink in Sara’s hotel room” and eventually “professed his love” to her. When she says she “reiterated that she did not share these feelings,” he then “forced himself” on her.
“MacPherson attempted to penetrate Sara, but was unable to maintain an erection,” her lawyers wrote in Wednesday’s complaint. “MacPherson then forcibly performed oral sex on Sara as she laid motionless, repeatedly crying and saying ‘no,’ and pleading for MacPherson to stop. Eventually, apparently frustrated with Sara’s lack of participation and his own inability to perform, MacPherson relented and stopped his sexual assault.”
Lewis says she eventually “mustered the courage to report MacPherson’s abuse,” but her efforts were met only with silence and retaliation. Her direct supervisor did nothing, she says, and MacPherson began to shut her out of important portions of her job. When she tried to look for other jobs, she says she learned she had been “blacklisted” by MacPherson and Chrysalis. Eventually, she says she was “forced to leave the music industry entirely.”
“MacPherson and Chrysalis created an environment wherein Sara was without recourse,” her lawyers wrote. “She either acquiesced to MacPherson’s relentless and unwanted sexual advances, or faced a career-ending fate. Sara will no longer remain silent and now brings this action to seek redress for the years of sexual harassment and abuse she suffered at the hands of MacPherson, which was enabled and covered up by Chrysalis.”
In technical terms, Lewis is accusing BMG and/or MacPherson of 12 different counts of civil wrongdoing, including sexual battery, gender violence, and a slew of violations of California labor and employment laws covering sexual harassment and wrongful termination.
Stories about sexual assault allegations can be traumatizing for survivors of sexual assault. If you or anyone you know needs support, you can reach out to the Rape, Abuse & Incest National Network (RAINN). The organization provides free, confidential support to sexual assault victims. Call RAINN’s National Sexual Assault Hotline (800.656.HOPE) or visit the anti-sexual violence organization’s website for more information.
Read the full legal documents here:
It’s been nearly 20 months since Neil Young pulled his music off Spotify and, according to Billboard’s estimate, the move has cost him about $300,000 so far in lost recorded music and publishing royalties.
On Jan. 24, 2022, the singer-songwriter gave the streaming company an ultimatum: “You can have Rogan or Young. Not both.” Young blamed Rogan and his Spotify-exclusive podcast, The Joe Rogan Experience, for spreading “fake information about vaccines” and putting the public’s health at risk. Spotify acquiesced a few days later and removed Young’s catalog from its platform.
Other artists in Young’s circle of friends, such as Joni Mitchell and Nils Lofgren, also requested that Spotify remove their music from the platform — and remain off to this day. But Young’s absence leaves the largest hole in Spotify’s catalog: 45 studio albums, two EPs and 12 live albums as a solo artist and with his band Crazy Horse, plus compilations and soundtracks, that includes such rock classics as “Cinnamon Girl,” “Heart of Gold” and “Rockin’ in a Free World.”
Young’s open letter and demand for removal from Spotify attracted worldwide media attention and caused a brief spike in streams, but his departure from the platform at the end of January 2022 created an immediate decline in his average stream rate — and it hasn’t rebounded since, according to Luminate data. From 2021 to Sept. 21, 2023, Young’s average weekly global on-demand audio streams declined 32% from 10.5 million to 7.1 million. The actual loss is deeper considering that weekly on-demand audio streams in the U.S., Young’s largest market, increased 25% over that period.
The impact of Young’s Spotify pullout isn’t much for an artist of his stature and net worth, but it’s not nothing, either. Each month Young is away from Spotify, he loses about $16,000 in royalties from both his record label and his music publishing, according to Billboard analysis of Luminate data.
In nearly 20 months, Young’s absence has cost him about 273 million on-demand audio streams. The gross amount of lost royalties during Young’s Spotify absence totals roughly $1.3 million. Billboard estimates that Young’s labels, Warner Music Group’s Reprise Records and Universal Music Group’s Geffen Records, have lost approximately $1 million in gross revenues, from which Young receives a royalty. Young’s gross publishing revenue has fallen about $270,000. Young sold 50% of his publishing rights to Hipgnosis Songs Fund in 2021.
Sales of Young’s music in the U.S. have dropped, too, although whether his absence from Spotify played a role is unknown. So far in 2023, Young has sold about 25% fewer albums per week than compared to 2021; 2022’s weekly average was 9% below 2021 levels. Physical album sales, which outnumber digital album sales nearly eight-to-one for Young, are down 24% from 2021 to 2023. This year, weekly digital album sales are off 29% from 2021 (they increased 3% in 2022). Young’s weekly digital track sales have fallen by 35% from 2021 to 2023.
The cumulative effect of the sales slowdowns amounted to 59,000 fewer album sales and 54,000 fewer track sales over nearly 20 months. (Luminate does not track the Neil Young Archive, an online subscription service that provides access to a vast catalog of Young’s audio and video, but in October 2019 Wired reported it had 25,000 subscribers with a goal to reach 40,000 paying $1.99 a month.)
There’s much more to Young’s career than Spotify, though, and plenty of other ways for him and his rights holders to earn off his music. In the last 18 months, for example, Young’s music has been used in over 75 TV and film synchs, according to a person with knowledge of the songwriter’s business. These have included the NBC series “This Is Us” (Jill Andrews’ cover of “Only Love Can Break Your Heart”), the AMC series “Dark Winds” (Young’s recording of “Birds”), the Hulu series “Poker Face” (Young’s recording of “Walk On”), “The Tonight Show Starring Jimmy Fallon” (the band’s performance of “Old Man”) and “Sunday Night Football” (Beck’s cover of “Old Man”).
One place you won’t see Young’s music is advertisements. Young is famously opposed to using his music to sell products and advertise corporate brands. Young encapsulated his distaste for putting music in advertisements in his 1989 song “This Note’s For You” — a take on a Budweiser ad slogan from the era, “This Bud’s For You.” “Ain’t singing’ for Pepsi, ain’t singing for Coke,” Young sang in the album’s title track. “I don’t sing for nobody, makes me look like a joke.” The song’s video stirred up controversy — and was initially banned from MTV — for its mocking depiction of a 1984 Pepsi commercial shoot during which pyrotechnics set Michael Jackson’s hair caught fire.
Surely, Young has lost untold millions of dollars over his career in potential ad sales and endorsement deals. But as an artist who’s always clearly voiced his principals and stood by them, he’s long made it clear money is not his first priority.
Hipgnosis Songs Fund has set a date of Oct. 26 for its shareholders to vote on the proposed sale of some 29 song catalogs and a separate vote on whether to keep the fund going under founder Merck Mercuriadis‘ advisory, the company said on Thursday (Sept. 29).
Earlier this month, Hipgnosis announced its plans to sell a package of assets that includes rights to songs performed by Shakira, Barry Manilow, Rick James and others to its sister fund — the privately held Blackstone-backed entity, Hipgnosis Songs Capital — for $440 million.
Hipgnosis Songs Fund — or SONG, as it’s abbreviated on the London Stock Exchange — has struggled with a sagging share price that values the company at a discount to its assets’ worth. The Oct. 26 shareholder vote represents a key milestone in the young company’s five-year lifespan.
In its statement on Thursday, Hipgnosis Songs Fund’s board said it’s in talks with third parties to consider outside bids for the package of assets, with those discussions set to resolve by Oct. 23. The board previously said it would use proceeds of any asset sales to buy back up to $180 million of the company’s stock and pay down its revolving debt balance, two measures aimed at achieving a “re-rating of the share price.”
If a majority of shareholders vote “yes” on the company’s continuation vote, the board has committed to holding the next continuation vote in January 2026, followed by a third in 2028.
The board also said that if the discount between Hipgnosis Songs Fund’s share price and operative net asset value reaches 10% or more on average over the month of January 2025, it will terminate its investment advisory agreement with Mercuriadis’ Hipgnosis Song Management. The agreement with the founder as an investment advisor will be “terminable by the company on 12 months’ notice,” according to the statement.
The board added that chair Andrew Sutch will retire as a director before the next annual meeting in 2024, and that Andrew Wilkinson will retire from his director role by the end of this year. Cindy Rampersaud will take Wilkinson’s place after he retires. The departures mean Hipgnosis Songs Fund will have five directors in the future.
In a vote of support for retaining Mercuriadis’ Hipgnosis Song Management as SONG’s investment adviser, the board said its approach had led to a 44% total return on the 29 music catalogs that Hipgnosis Songs Fund proposes to sell to its private sister fund since the initial dates of purchase.
“The board and the investment adviser firmly believe that the company has a unique portfolio of iconic, culturally significant songs that will deliver strong long-term value as they benefit from the structural tailwinds in the music industry,” according to the statement. “Furthermore, the board believes that the investment adviser’s approach to song management should enable the company to outperform the wider music market.”
