Merck Mercuriadis
Concord Music raised its bid to take over Hipgnosis Songs Fund (HSF) on Wednesday (April 24) to $1.25 per share, one penny higher than the competing offer that Blackstone floated on April 20 — further ratcheting up the fight for control of the music rights company’s assets.
Concord’s new all-cash offer values Hipgnosis’s assets — which include rights to songs by Red Hot Chili Peppers, Christine McVie, Blondie, Shakira and Journey — as worth around $1.51 billion. It includes a plan to sell up to 30% of Hipgnosis’ assets within 18 to 24 months of an acquisition, according to a filing with the London Stock Exchange.
HSF’s board of directors unanimously recommended shareholders approve this new bid from Concord, a reversal from Monday (April 22) when those directors said they would support an offer from Blackstone equivalent to $1.24 per share if the investment giant made it official. Blackstone’s bid remains a “possible offer,” according to the company’s statement on Saturday (April 20).
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“Concord … remains committed to becoming the new owner of Hipgnosis,” the filing reads. “The Hipgnosis Directors believe that the Increased Concord Offer is in the best interests of Hipgnosis Shareholders as a whole, and accordingly unanimously recommend that Hipgnosis Shareholders vote in favour of the resolutions required to implement the Increased Concord Offer to be proposed at the Court Meeting and the General Meeting which are due to be held on or around 10 June 2024.”
The new offer presents a 42.6% premium over HSF’s closing share price on April 17, the day before Concord’s initial offer became public. Any offer will require the support of investors representing at least 75% of the company’s public shares at a court meeting expected to be held on June 10; until that date, additional new offers may still be lodged.
Concord plans to finance the acquisition through a combination of debt and equity, with the majority of the equity financing coming from Concord followed by “minority participation by Apollo Funds.” Apollo will also provide the debt, the amount of which has not been disclosed.
Blackstone floated a “possible offer” of $1.5 billion, or $1.24 per share, to buy Hipgnosis Songs Fund over the weekend. The private equity giant owns two other entities under the Hipgnosis name, including a private music royalty fund with its own catalog holdings worth more than $700 million. Blackstone has yet to file an official bid.
Last year, Concord acquired Hipgnosis rival Round Hill Music Royalty Fund for $468 million in the biggest catalog deal of 2023. Through that acquisition, Concord gained rights to over 150,000 songs, among them works by The Beatles and tunes recorded by Elvis Presley, Meatloaf, James Brown and Billie Holiday.
The cloudy future of Hipgnosis Songs Fund (HSF) became clearer on April 18, when the embattled company’s board of directors publicly supported a $1.4 billion takeover bid by Concord, followed two days later by a $1.5 billion offer by investment giant Blackstone.
Regardless of the buyer, an acquisition would mark an end to the 5-year-old London Stock Exchange-listed company and give shareholders an offramp after HSF faced questions about its operational acuity and, most recently, alleged evidence of accounting missteps that overstated both revenue and its portfolio’s valuation.
Concord’s offer is a 32.2% premium over HSF’s closing price on April 17, but the board said it would support Blackstone’s offer — which represents a 41.8% premium — if the asset manager makes it official.
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Blackstone’s bid for the publicly traded music rights company wasn’t a surprise: It owns two other entities under the Hipgnosis name. Blackstone is the majority owner of the public fund’s investment adviser, Hipgnosis Song Management (HSM), and it funds Hipgnosis Songs Capital (HSC), a private music rights fund operated with HSM that has its own portfolio of music rights from such stars as Justin Bieber and Kenny Chesney. Sources say Blackstone’s private fund, HSC, is worth upwards of $700 million. HSM has the right to buy HSF’s portfolio if its advisory agreement is terminated — and Blackstone and HSM “will vigorously protect its interests should the company purport to terminate the [investment advisory agreement],” according to a statement issued by HSM on April 22. “We will use all means necessary to defend our contractual position and interests.”
Neither HSF nor HSM responded to requests to comment for this story.
When investors vote on a proposed acquisition at HSF’s June 10 board meeting, a majority of stock- holders representing at least 75% of voting rights must approve the deal. Before Blackstone’s offer, Concord’s bid had the support of shareholders that own 29.4% of the company’s equity.
Any offer would free the fund and its investors from a serious bind. Once a freewheeling darling of the music business that acquired rights to music by Red Hot Chili Peppers, Neil Young and Shakira, the company suffered from a struggling share price, the cancellation of the dividend and — the coup de grace — an unflattering due diligence report by investment bank Shot Tower Capital released March 28 that found the company’s investment adviser, the Merck Mercuriadis-led HSM, committed a series of missteps. Among them: HSM “materially overstated” annual revenue by improperly accounting for revenue and missed growth forecasts on 75% of the fund’s catalogs by an average of 23% annually, and the investment adviser overstated the amount of control that HSF has over the rights it had acquired. The latter conclusion is key to the value of HSF’s portfolio because owning a song’s copyright is more valuable than owning a writer’s or producer’s share of the royalties it generates.
As a result of its findings, Shot Tower lowered HSF’s portfolio value by 26%, from $2.62 billion to $1.95 billion.
“Shareholders are going to vote for whichever [bid is] the higher,” says Josh Gruss, co-founder and CEO of Round Hill Music, who until last November, ran Round Hill’s rival publicly listed music royalty fund. (Concord bought that public fund last year, and Gruss became a Hipgnosis shareholder a few months later.) “I think investors have been through such a roller coaster most of them just want their money back.”
HSM’s response to the Shot Tower report, which was issued the same day, claimed that aspects of it were “factually inaccurate and misleading.”
Not surprisingly, several of HSF’s largest and most long-lasting investors were angered by the report’s findings. Investment managers, some of whom spoke on the condition of anonymity because they did not want to comment publicly before the next board meeting, said that the report’s findings presented extraordinary examples of gross incompetence and “myriad” accounting issues.
Stifel analyst Sachin Saggar, who raised red flags about the company’s accounting and valuation as far back as 2021, says the Shot Tower report revealed “a catalog of errors” that should have been prevented by the layers of protection — a board of directors, an independent auditor, internal systems and adherence to accounting principles — typically afforded to investors.
“If you had a half-decent board at [the initial public offering], you [could] have stopped some of these things happening very easily because they’re quite obvious and they were well-flagged by us three years ago.”
Merck Mercuriadis on Feb. 8, 2021 in Los Angeles.
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While the offers could be the answer to HSF’s financial straits, if the Concord bid gets accepted, one question remains: What becomes of Mercuriadis, who is the founder and public face of Hipgnosis, the chairman of HSF’s investment adviser and, until recently, the cocksure self-appointed spokesman for the red-hot song catalog sales market?
The Shot Tower report reinforced doubts that the board can continue to work with Mercuriadis and his team — one investor deems the relationship “broken down” — although parting with him is easier said than done.
Terminating the investment adviser’s contract without cause would give HSM a termination fee and, more critically, an option to buy the entire portfolio at whichever is highest: fair market value, a third party’s bid or the company’s market capitalization.
According to the April 18 announcement, Concord would take over management of HSF’s assets after “a brief transition period” during which Mercuriadis’ HSM remained the investment adviser. The announcement stated that the two sides have not yet begun discussions about terminating the investment advisory agreement.
Matt Hose, a London-based equity analyst for Jefferies, says the HSF board “is trying to highlight that Merck was incompetent so they can terminate [the investment adviser] with cause and not pay out the fees.” He adds that this strategy would prevent Mercuriadis from “stopping the board from selling the portfolio in the open market and getting full value.”
Removing the investment adviser would be an unusual outcome. Hose says he has never seen an investment manager terminated for cause in the 15 years he has covered investment trusts.
HSF’s largest investors support terminating the investment adviser’s contract, but they were reticent to say that the board can prove it has sufficient reason to fire HSM “with cause.”
“People are pretty fed up with the [investment adviser] as a result of this [report],” one investment manager says. “There are some quite extraordinary allegations in this report. I don’t think I’ve seen accusations of gross incompetence laid out in this way. I’ve seen accusations of fraud, but not this.”
Hose points out that, counterintuitively, HSF’s stock price rose 10% on the day the Shot Tower report was released.
“Shareholders want termination for cause because it’s the cleanest exit. Whether they’re going to get it or not — that’s the question.”
If the board moves to terminate the investment manager with cause, investors say Mercuriadis and Blackstone may fight it in court. In such a scenario, they say the two sides would probably settle with HSF for a lump sum of money but not the right to buy the portfolio. They note that a prolonged court battle would bring Blackstone the kind of negative headlines it’s known to avoid.
Other catalog portfolio managers say, bad press be damned, Blackstone will not give up its right to HSF’s quality assets.
“The underlying assets are solid, whether they paid one turn or two turns too much,” says David Schulhof, CEO of music-focused exchange traded fund MUSQ.
A Blackstone acquisition, on the other hand, would be the best outcome for Mercuriadis, as HSM would continue to oversee the portfolio. Regardless of how the aftermath plays out, half a dozen HSF investors and analysts said they cannot see Mercuriadis and HSM remaining the investment manager of a publicly traded fund or the fund continuing as a publicly listed entity.
“It has to spin into a sale at this point,” Round Hill’s Gruss says. “It’s clear that even before these announcements shareholders were hell bent on removing Blackstone as the investment adviser, through legal means or otherwise. It’s a much more elegant solution for shareholders to just sell.”
Despite the enduring value of much of HSF’s portfolio, the board is telling shareholders that a quick sale is their best option. In its April 18 announcement, the board indicated that accepting Concord’s bid would “[mitigate] the risks we see ahead to achieving a material improvement in the share price.” Other than an outright acquisition, it warned, “all alternative options carry significant risks, uncertainties and limitations.”
A version of this story will appear in the April 27, 2024, issue of Billboard.
Hipgnosis Songs Fund, the troubled publicly traded music royalty company that owns full or partial rights to song catalogs from the Red Hot Chili Peppers, Shakira, Justin Bieber and Neil Young, issued a damning report Thursday (March 28) compiled by a third party that details missteps the fund and its investment advisor made leading to a 26% portfolio downgrade earlier this month.
The London-listed fund, which became the poster child for music as an investable asset class, cut the value of its portfolio earlier this month and told investors not to expect the resumption of dividends “for the foreseeable future” while the company focuses on paying down debts.
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Compiled by the board’s lead independent adviser, Shot Tower Capital, the report found that Hipgnosis Song Management, run by Hipgnosis founder and music manager Merck Mercuriadis, materially overstated the fund’s revenue and earnings before interest, taxes, depreciation and amortization (EBITDA) and supported catalog acquisitions with financial analysis that failed to meet “music industry standards.” Hipgnosis Songs Fund itself overstated the scope of its music assets — the kinds of royalties and administration rights it owned and its share of those rights — in disclosures to investors and regulators. And in a pitch last September to investors to sell some 29 catalogs to a sister Hipgnosis company, the fund included a better-than-could-be-expected post-deal valuation, the report found.
In a statement announcing the report, the fund’s board said it is exploring “all options for the future of the company,” and that it will release its strategic review and proposals by April 26.
Hipgnosis Song Management said it was still reviewing the report, which it received late yesterday. “However, there are aspects of the report that HSM strongly disagrees with and considers to be factually inaccurate and misleading,” the company stated.
“Throughout the life of the company, HSM has worked constructively, and in good faith, with the company’s board and other advisers to deliver the best outcome for the company’s shareholders,” the company continued. “Each adviser was recruited by the company’s board to advise on their specific area of expertise and with clear areas of responsibility.”
Investors found heart in the report; at the close of London markets on Thursday, Hipgnosis Songs Fund was trading at 0.69 pounds ($0.87), up 8.3% on the day and 30.43% above its 52-week low of 0.53 pounds ($0.69) set on March 4.
Here are some of the most revealing findings from Shot Tower’s report:
“The Fund overpa(id) for the majority of the catalogs it acquired.”
Hipgnosis Songs Fund, at the investment adviser’s direction, famously paid top-dollar for music assets — more than $2.2 billion overall. Today, those assets are worth $1.948 billion, with 67 of 105 acquisition deals currently worth less than their purchase price.
The investment advisor’s “diligence and underwriting standards” are the reason why.
Hipgnosis Song Management predicted aggressive growth, but three-quarters of its catalogs missed those expectations “by an average of 23% annually” and the overall annual royalties the fund earned from catalogs has fallen to $121.6 million from $134.2 million.
“Passive catalogs grew significantly better than catalogs managed by the Investment Advisor.“
A significant portion of the rights the fund had in its portfolio included passive rights. However, Mercuriadis and Hipgnosis Songs Fund’s board frequently touted that their industry expertise would be a valuable tool to make these rights outperform passive catalogs.
“The fund’s public reports contain disclosures that imply greater ownership control over songs… than would have been the case.”
Multiple reports from the fund presented that it had 100% “interest ownership” in acquired catalogs, which suggests ownership and control. “In fact, a material number of catalogs represent only a fractional, non-controlling income stream in the compositions without any copyright ownership,” the report reads.
Despite promoting itself as a caretaker of artists’ and songwriters’ works, Mercuriadis’ investment advisory group “failed to invest in systems and provide the services required to effectively manage a catalog of 40,000+ songs generating +120 million of royalty income annually.”
Hipgnosis Songs Management has not tracked or managed the catalog at the song level, and its legal bookkeeping included numerous oversights and missing files that could present complications to the collection of royalties.
The report found “multiple areas where fund expenses appear unrelated to the fund and/or are excessive.”
These costly items included $1.5 to $2 million spent annually for awards shows and public relations, “including significant payments to multiple music industry periodicals”; $1.2 million in fees in 2023 from deals the fund ended up not doing; and $5.7 million in fees related to the abandoned deal to sell catalogs to its sister fund, Hipgnosis Songs Capital.
Merck Mercuriadis will step down as chief executive officer of catalog investment advisor Hipgnosis Song Management, the company announced on Friday (Feb. 2). The executive, who spent years managing the careers of artists like Elton John, Beyoncé and Guns N’ Roses before launching Hipgnosis, will transition to a newly created chairman role and will continue to “lead engagement” with industry stakeholders on behalf of the business, it said.
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Taking on the CEO role will be Ben Katovsky, HSM’s president and chief operating officer since joining the company in October 2022. He boasts almost two decades of experience in the music industry, most recently in a seven-year tenure as chief operating officer at BMG.
“One of our most important goals has been to bring an institutional rigor to Hipgnosis Song Management,” Mercuriadis said. “Over the last 16 months, Ben has done an amazing job building the team and HSM’s capabilities to deliver the best possible service to our clients and I’m certain this appointment makes us stronger.”
Added Katovsky, “I am proud to be asked to lead HSM through its next chapter, building on all Merck has achieved. In my time in the music industry I haven’t come across anyone who can match his rapport and relationships with songwriters and artists.”
Hipgnosis Song Management is the investment advisor for Hipgnosis Songs Fund, the publicly-listed royalty fund with a catalog that includes stakes in songs by Neil Young, Justin Bieber, Journey, Lindsey Buckingham, Blondie, Justin Timberlake and many other artists and writers. HSF capped a turbulent 2023 by lowering the value of its catalog following what new board chair Robert Naylor described to investors as a strained relationship with the Mercuriadis-led HSM over the catalog’s value.
A third Hipgnosis, Hipgnosis Songs Capital, is a joint venture between HSF and investment giant Blackstone. It is wrapped in a proposal to acquire 29 catalogs for $440 million to help the public fund reduce its debt and improve its share price.
In January, the public fund’s board of directors leveled several complaints against its namesake advisor, calling into question its ability to field competitive bids for its trove of assets. A main sticking point is the investment advisor’s call option — a right to purchase the company’s catalogs if its contract is terminated with less than 12 months’ notice, among other scenarios — which the board contends harms the fund’s ability to receive competitive bids.
The fund’s board wants to make the bidding process more attractive and on Jan. 18 announced a proposal to pay bidders a 20-million-pound ($25.4 million) fee to cover due diligence and acquisition costs when they pursue a purchase of HSFs assets. Shareholders will vote Feb. 7 on that proposal.
HSM said in its announcement that it has sought approval from the fund for the management transition.
In further comment, Katovsky praised HSM’s two clients — HSF and HSC — for their “vision, ambition and on-going commitment to grow music as an asset class through HSM,” and said he hoped to collaborate well with the fund’s board going forward.
“I particularly hope we will be able to work constructively with the Board of Hipgnosis Songs Fund Ltd, as I believe that HSM is best able to deliver value for their shareholders whether they decide the Company has a future as a long-term operation or wish to pursue the sale of assets following their strategic review,” he said.
Added Mercuriadis, “Having invested almost $3 billion on behalf of our clients in extraordinarily successful songs we are at an important juncture in our development where the services we provide to our clients are of paramount importance. Our commitment remains stronger than ever. We look forward to continuing our work with songwriters and the creative community to create the greatest possible opportunities from the iconic and culturally important Songs which we manage on behalf of HSM’s clients.”
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 […]
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.
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.”