Merck Mercuriadis
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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.”
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.”
The board of directors of Hipgnosis Songs Fund said on Thursday that the music royalty fund founded by Merck Mercuriadis plans to sell two portions of its song catalog in a bid to increase its stock price and pay down debt.
The proposed sales include one package of assets that consists of 29 catalogs worth roughy $440 million, which the Blackstone-backed entity, Hipgnosis Songs Capital, has agreed to acquire. The second package of assets, worth $25 million, includes songs Hipgnosis Songs Fund acquired in 2020 from Kobalt, and is being shopped to external buyers.
The board introduced the proposed sales, which have a combined value of $465 million, alongside a proposal to buy back up to $180 million of its own stock, to 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 says it believes the package of proposals, which must be approved by shareholders, will serve as a “catalyst for a re-rating of the company’s share price … (which) over the last 18 months … has not reflected the fundamental value of the company.”
This follows news last week of Concord’s $469 million bid for rival Round Hill Music Royalty Fund, a move that gave Round Hill and Hipgnosis’ stock prices a much-needed boost. Round Hill’s stock price spiked 65% after the acquisition announcement to $1.13.
“Given the substantial share price discount to fundamental value in recent months, share buy backs enable (Hipgnosis Songs Fund Ltd) to invest further into the remaining portfolio at a material discount to its fundamental asset value,” according to the statement. “These disposals are of the smallest magnitude possible that would provide the required capital to execute on this strategy, whilst ensuring that the ongoing investment case for Hipgnosis Songs Fund remains intact by protecting the strength of the remaining portfolio.”
The board says that the proposed sale worth $440 million that would go to Hipgnosis Songs Capital, a fund run by Mercuriadis’ Hipgnosis Song Management and Blackstone, reflects a multiple of 18.3x historical Net Publisher Share and is “designed to protect the strength of the remaining portfolio” because it will leave the London Stock Exchange-listed Hipgnosis Song Fund with a “concentration of culturally important and successful songs.”
Those songs, it says, represent 81% of the existing portfolio by fair value, including ownership in seven of the Fund’s 10 largest catalogs, and are mostly older vintages, such as 47 of Rolling Stone’s 500 Greatest Songs of All Time (down from the Fund’s current ownership stake in 52 of those songs.
The board says the sales price represents a 51% premium, compared to the asset’s valuation based on the company’s 30-day average market capitalization up to Sept. 13, 2023. It also represents a discount of 17.5% to the fair value of the package of assets compared to the valuation disclosed in the company’s most recent annual report, out March 31.
By comparison, Concord’s cash bid of $1.15 per share for Round Hill’s Music Royalty Fund represented a 67% premium to the share price and a 11.5% discount per-share net asset value ascribed to Round Hill by Citron Cooperman, a leading valuation expert.
With regards to the second proposed sale of rounghly $25 million-worth of songs, the board said it had long anticipated it would need to sell some of what it acquired from Kobalt’s Fund One.
“They were considered non-core as the company does not have perpetual ownership rights or the songs require ongoing accounting and reporting obligations that take up significant bandwidth which can be better focused on active song management,” the board said in the statement.
Billboard reported that a package of non-core assets was being shopped in July.
Hipgnosis Songs Fund will hold meetings for shareholders to vote on the proposals as well as the company’s first continuation vote on or before Oct. 25, according to the statement. If approved, the $440 million asset sale to the Blackstone-backed Hipgnosis fund will result in the the publicly listed Hipgnosis fund paying $6.7 million in corporation tax.
Merck Mercuriadis‘ publicly-traded Hipgnosis Songs Fund Ltd reported a gross revenue decline for its fiscal year ended in March due to one-time charges and a tough year-ago comparison, but said adjusted revenues in 2022 grew on strong growth in streaming revenues and the return of live performances.
Gross revenues for Hipgnosis Songs Fund declined by 11.5% to $177.3 million for the year ending March 2023 compared to the year-ago period, mainly due to two large, non-recurring adjustments related to usage accrual and other factors. Net revenues also declined to $147.2 million from $168.3 million a year ago.
Stripping out those one-time items and taking into consideration a $16.1 million benefit Hipgnosis expects to gain from the CRB III retroactive accrual, the fund’s underlying revenues rose $12.9 million, chief financial officer Chris Helms said during an investor presentation discussing the results.
The fund’s pro-forma annual revenue (PFAR), which reflects revenue earned from royalty statements and strips out impacts from new catalog acquisitions and one-time items — the metric executives say best reflects the fund’s revenue performance — rose by 12.1% to $130.2 million for the year ending December 2022, rising strongly for catalogs aged younger and older than 10 years.
Overall, streaming income rose 14.8% to generate $52.1 million for the fund, while syncronization income rose 24.7% to make up $19.4 million and performance income rose 9% to $30.8 million, all compared to the year ago period. Mechanical income edged 2% lower to 4.9 million, while digital downloads made up $2.5 million and other publishing income comprised $3.9 million of revenues.
The fair value of the fund’s portfolio rose 4% to $2.8 billion, and the operative net asset value broken down by share price rose 3.6% to $1.9153, driven by revenue exceeding the fund’s independent valuer’s forecast.
Nonetheless, Hipgnosis Songs Fund’s operative EPS for the period is negative 7.41 cents, and adjusted earnings per share is 4.12 cents, down nearly 43% compared to the year leading up to March 2022.
Mercuriadis said this was the company’s “best revenue performance since coming to market in 2018,” reflecting the fund’s high-quality catalog and active song management.
“The songs in our portfolio we’ve bought carefully and we’ve bought well,” Mercuriadis said during the investor presentation. “We have a relatively small portfolio with a very high rate of success. We optimize revenues and collect them as efficiently and cost-effectively as we can.”
Mercuriadis pointed to major synch wins Hipgnosis had from four songs Rihanna sang during the SuperBowl Halftime Show, including “Birthday Cake,” “All of the Lights,” and “Umbrella,” which Hipgnosis from its acquisition of rights held by The-Dream, J eff Bhasker and Tricky Stewart. Other major placements included some on The Masked Singer, where Bon Jovi’s Richie Sambora performed Fleetwood Mac’s “Go Your Own Way” and “Brass In Pocket” by The Pretenders.
Billboard and The Financial Times reported on Wednesday that Hipgnosis has selectively shopped around a portfolio of non-core assets, possibly with the aim of raising money to buy back shares and shore up the fund’s stock price.
Mercuriadis declined to comment on whether a portfolio was being shopped or what assets it could contain, saying the fund is exploring its options with shareholders and the board.
The fund’s adjusted operating costs were 21.2% lower for the period to $29.5 million, due to lower advisory fees “as a function of the company’s lower share price during the year,” reduced administration, legal and professional fees, and lower aborted deal costs, the CFO Helms said.
The company also recognized a $43.8 million catalog performance provision or bonus relating to 6 catalogs. The provision will be paid out contingent on performance hurdles being met by the catalogs, Helms said, declining to detail the targets, which were detailed in the acquisition agreements.
Here are the key points from HSF’s disclosure:
Gross revenues declined by 11.5% to 177.3 million for the year ending March 2023 compared to 2022, due to two large, one-off adjustments. Stripping out those two non-recurring costs, underlying revenues rose by 10.9%.
PFAR rose 12.1% to $130.2 million.
Hipgnosis operative net asset value per share rose 3.6% $1.9153
Syncronization revenues rose 24.7% to 19.4 million.
Streaming revenues rose 14.8% to 52.1 million
Performance income increased by 9% to 30.8 million
A flurry of senior executives and staff members have left posts at Hipgnosis Song Management in recent months, as the company credited with popularizing songs as an asset class explored selling assets to shore up investor confidence ahead of a key vote this fall.
Since March, employees including Hipgnosis’ chief music officer Ted Cockle, along with the global heads of sync operations and song management and an executive vp of digital and innovation, have announced plans to leave the company, according to posts employees shared on LinkedIn and a statement from Hipgnosis.
The staff turnover comes as sources say the roughly 5-year-old Hipgnosis Songs Fund Ltd. has been shopping a package of assets that it apparently hopes to sell before its first continuation vote, where investors will be asked to decide whether the publicly traded trust should continue to operate under the management of founder Merck Mercuriadis or liquidate all assets.
SONG, the fund’s ticker on the London Stock Exchange, is down about 14% year to date and down 28% since it went public in July 2018. The stock was worth 0.75 British pounds ($0.97) on Wednesday (July 12).
At that price, SONG is worth less than half of its $2.2 billion operative net asset value, a discount that sources say has prompted Mercuriadis to explore selling some of the fund’s non-core assets.
For months, analysts at Jefferies and other investment banks have called on Hipgnosis to sell some of the fund’s non-core songs to raise cash to shore up the share price. The Financial Times reported Wednesday (Juy 12) that some Hipgnosis Songs Fund investors also want the fund to sell non-core assets to generate cash for buying back stock.
In addition to providing the fund’s managers with an arbitrage opportunity to boost the stock price, it could leave the company with enough extra cash to issue shareholders a special dividend — a sweetener issued ahead of the fund’s continuation vote at its next annual meeting in September.
If investors vote not to continue with the fund and to liquidate its assets, Mercuriadis and Hipgnosis Song Management — which is majority owned by private equity firm Blackstone — would likely have the right to bid on the assets in the fund; or if it goes up for auction, Mercuriadis, with Blackstone, likely has matching rights. Sources speculate that Mercuriadis and Blackstone would want to buy back the portfolio’s most iconic music assets, minus the non-core assets — the package of assets that has been selectively shopped around and which sources say includes copyrights from The-Dream and The Outfield — for their private, Blackstone-backed fund, Hipgnosis Songs Capital.
Hipgnosis Songs Fund will report results for the year ending March 31 on Thursday. In December, the company reported a 7.5% rise in revenues amid a “challenging environment” that “fundamentally undervalues the company,” founder Mercuriadis said during a shareholder meeting discussing the results.
On Wednesday, Hipgnosis announced Cockle, its chief music officer will be leaving the company. A former Universal Music Group executive known for nurturing the careers of Scottish superstar Lewis Capaldi, Bastille, Emeli Sandé and others, Cockle joined Hipgnosis Songs in 2020 as president.
“Given our decision to focus our marketing in the US, Ted Cockle, our Chief Music Officer, will not be moving long term with the Company,” Mercuriadis said in a press release. “He’ll work on the transition to America over the coming weeks. I would like to thank Ted for all he has done for Hipgnosis and I hope there will be opportunities for Ted and Hipgnosis to work together again in the future.”
Last week, Tom Stingemore, Hipgnosis Song Management’s global president of sync & creative, wrote on LinkedIn he was leaving the company after joining in 2021 to build its sync and creative operation. Hipgnosis’ synch team has played a key role in getting the songs that it acquires to generate more money than the often-high price Hipgnosis paid for them, and the team has been successful. In December, Hipgnosis Songs Fund reported sync revenues for the first half of the company’s reporting year rose 32% to 9.78 million compared to $7.41 million a year ago.
“As the division is now fully up & running, my mission is complete,” Stingemore wrote, adding that he may “go & do it all over again” as he works to “plot my next adventure.”
Cockle and Stingemore’s departures follows several other senior staff members. In late May, Nick Jarjour announced on LinkedIn he had left his role as global head of song management at Hipgnosis Songs Fund (a source who declined to speak on the record says his departure occurred six months ago); and in March, Tony Barnes’ announced he would be leaving his role as executive vp of digital & innovation at Hipgnosis Songs Fund in the coming months to lead the metaverse gaming company he co-founded, Karta. Barnes is currently still employed by Hipgnosis.
Stingemore, Jarjour and Barnes did not respond to requests for comment for this story.
Hipgnosis continues to hire, announcing two new hires in Hipgnosis Song Management, a separate company from the publicly traded fund, on Wednesday.
Danny Bennett, son of iconic singer Tony Bennett, joined as executive vp leading global marketing and audience development. Bennett joined Hipgnosis from the Verve Label Group, a Universal Music Group company, where he was chief executive officer.
Sara Lord was hired as executive vp content creation from Concord Music, and Patrick Joest, who joined Hipgnosis in 2021, was promoted to the role of head of synchronisation.
In the press release announcing the hires, Mercuriadis said Hipgnosis has continuously invested in new hires and upgrading systems over the past 18 months.
“These appointments demonstrate our commitment to investing in our capabilities and team in order to grow the value of our catalogues, and, most importantly, bring our songs to new audiences around the world,” Mercuriadis said.
Continuation Vote
At Hipgnosis Songs Fund’s annual meeting in September, Mercuriadis’s young company will face one of its biggest tests yet.
In the United Kingdom, publicly traded trusts are required to hold regular continuation votes, where shareholders vote on whether an investment trust should continue in its current form. At this continuation vote, shareholders can choose to stay the course, change managers or liquidate the fund.
Analysts at the investment bank Jefferies issuesd a buy rating on SONG last month, upgrading from their previous “hold” rating, because they said they believe Hipgnosis may sell some non-core assets from its catalog, which would provide a catalyst to narrow its current discount to net asset value ahead of the vote.
However, the continuation vote comes at an inopportune time, only a couple months after Hipgnosis Song Management and Mercuriadis were publicly rebuked by Rod Stewart, who said he called off a deal to sell some his music assets to the company.
In an unusual move, Stewart issued a statement that said, “It’s become abundantly clear after much time and due diligence that this was not the right company to manage my song catalog, career or legacy.”
Additional reporting by Ed Christman
Rod Stewart has backed out of a potential catalog sale to Hipgnosis after two years worth of negotiations with the company, a representative for the singer told Billboard.
Citing that he wanted to retain the ownership of his song catalog, Stewart said in a statement, “this catalog represents my life’s work. And it’s became abundantly clear after much time and due diligence that this was not the right company to manage my song catalog, career or legacy.”
Hipgnosis declined Billboard’s requests for comment, citing a non-disclosure agreement.
Further details about the potential catalog sale are not known, including whether he intended to sell his full catalog or just a smaller piece or royalty stream. Stewart’s team declined to comment further on the deal when asked for specifics.
Two music asset buyers independently noted to Billboard that Stewart’s public statement might be a “great way to drum up business for the catalog” and “to generate calls from potential suitors,” but another source noted it seems that a star of this magnitude would not need to speak out publicly in order to gain the attention of other buyers.
A two-time Rock and Roll Hall of Fame inductee, Stewart is one of the most celebrated and recognizable singers in pop music history. Some of his greatest hits across his more than five-decade career include “Maggie May,” “Tonight’s the Night (Gonna Be Alright),” “All for Love,” “Da Ya Think I’m Sexy?” “Baby Jane,” “Forever Young,” “One More Time,” and more. He first rose to prominence in the late 1960s as the lead singer for Jeff Beck’s post-Yardbirds effort The Jeff Beck Group and later as frontman for Faces, alongside fellow Beck alum Ronnie Wood.
By 1971, the raspy-toned singer had become a household name with his own solo album Every Picture Tells A Story and its surprise radio hit “Maggie May” which went on to simultaneously top the charts in the UK, US, Canada and Australia. From there, through the 1970s and 1980s, Stewart remained one of the mainstays on Billboard’s Hot 100 chart, continuing to earn hits as he experimented with daring elements of glam, disco, new wave, synth pop and more in his work.
His impact on music has continued into the 21st century, though mainly through covers. In the early 2000s, he found renewed success though a series of albums mining American pop standards and since then has released collections focusing on soul, rock classics and more, further cementing his legacy as one of music’s great vocalists.
Beyond landmark deals that have helped it amass a catalog of over 65,000 songs and records, Hipgnosis Songs Fund, the portion of the Merck Mercuriadis-founded company that is publicly traded on the London Stock Exchange, has struggled since last summer, with its share price declining by 27% from a year ago to 81.85 pence. “I’m not going to pretend that the current share price is anything other than disappointing,” Mercuriadis told investors in December. SONG reported its 2022 revenues rose 7.5% over the year prior.
With few levers to pull to grow Hipgnosis Songs Fund — the fund has been fully invested, meaning it has no additional funds to acquire new rights, for more than a year — Mercuriadis has struck deals with companies like Timbaland’s Beatclub to open up Hipgnosis’s catalog to more synch and sample opportunities.
Hipgnosis’ Blackstone-backed fund does not disclose its financials. While heightened macroeconomic concerns and interest rates have increased investor scrutiny for big-ticket deals, Hipgnosis and Blackstone have so far acquired rights to Justin Bieber’s catalog for an estimated $200 million in the last year. Other recent deals for Hipgnosis in general include songwriter Tobias Jesso Jr. and TMS, the British songwriting trio behind hits like “Someone You Loved” by Lewis Capaldi.
With reporting by Elizabeth Dilts Marshall
Hipgnosis Song Management has bought 100% of Tobias Jesso Jr.‘s interest in his publishing, including the writer’s share of performance, for 40 of his songs. All tracks included in the deal were released between 2015 and 2020, including “When We Were Young” by Adele, “Slow Hands” by Niall Horan, “You Get My Love” by P!nk, “If You Leave Me Now” by Charlie Puth, “Hallelujah” by Haim and “Malibu Nights” by LANY, as well as several songs Jesso released himself.
News of the deal arrives on the heels of the Grammys, where Jesso made history as the first person to win in the new Songwriter of the Year category. He was awarded the prize based on his extensive impact on pop music in the last year, penning songs like “Boyfriends” by Harry Styles, “Can I Get It” and “To Be Loved” by Adele, “Careless” by FKA Twigs, “C’mon Baby Cry” by Orville Peck, “Dotted Lines” by King Princess, “Let You Go” by Diplo and TSHA and “No Good Reason” by Omar Apollo. None of these songs are included in the Hipgnosis deal.
Hipgnosis Songs Capital is an investment vehicle established by Hipgnosis in conjunction with Blackstone. In October 2021, the New York-based private equity firm pledged $1 billion to further investment in music IP and holds a majority stake in the venture. HSC is considered separate from Hipgnosis Songs Fund, the London-listed acquirer of music publishing and recording rights. Led by founder and CEO Merck Mercuriadis, the company also includes Hipgnosis Songs Management, which manages Hipgnosis Songs Fund’s catalog.
Jesso was represented in the deal by his manager, Ben Persky at Mixed Management, and lawyer Nicky Stein at Clintons.
“Tobias is amongst the most important songwriters in contemporary music today as demonstrated by his winning the 2023 Grammy Award for Songwriter Of The Year, in its inaugural year,” said Mercuriadis in a statement. “I fell in love with his songs right from the get go with Goon eight years ago and he never fails to deliver. I’m delighted to welcome Tobias and his manager Ben Persky to the Hipgnosis family.”
All songs included in Hipgnosis’ purchase are listed in alphabetical order below.
“Alive” by Sia
“Ayala” by XXXTENTACION
“Bad Words” by Tobias Jesso Jr.
“Broken” by Madison Ryann Ward
“Bruised Fruit” by St. Paul & The Broken Bones
“Can We Still Be Friends” by Tobias Jesso Jr.
“Can’t Stop Thinking About You” by Tobias Jesso Jr.
“Crocodile Tears” by Tobias Jesso Jr.
“The End Of Love” by Florence + The Machine
“For You” by Tobias Jesso Jr.
“Grace” by Florence + The Machine
“Hallelujah” by HAIM
“Hollywood” by Tobias Jesso Jr.
“How Could You Babe” by Tobias Jesso Jr.
“How Do We Make It” by Jarryd James
“Hunger” by Florence + The Machine
“If He Won’t” by Guy Sebastian
“If You Leave Me Now” by Charlie Puth
“Just A Dream” by Tobias Jesso Jr.
“Lay Me Down” by Adele
“Leaving Los Angeles” by Tobias Jesso Jr.
“Malibu Nights” by LANY
“Marching Into The Dark” by John Legend
“Nice To Meet Ya” by Niall Horan
“Nice To Meet Ya (Diplo Remix)” by Niall Horan
“No Judgement” by Niall Horan
“Not Thinkin’ Bout You” by Ruel
“Not Thinkin’ Bout You (Remix) Ft. Goldlink” by Ruel
“Oh Lord” (from the soundtrack to Netflix’s The Get Down)
“Orlando” by XXXTENTACION
“Reasons” by Cautious Clay
“Roses” by Shawn Mendes
“Same Mistakes” by Seramic
“Same Old Story” by John Legend
“Slow Hands” by Niall Horan
“Still Around” by Paloma Faith
“Tell The Truth” by Tobias Jesso Jr.
“Treat Myself” by Meghan Trainor
“True Love” by Tobias Jesso Jr.
“Trying” by Seramic
“Unsaid” by Ruel
“The Wait” by Tobias Jesso Jr.
“When We Were Young” by Adele
“Without You” by Tobias Jesso Jr.
“Work For Me” by Laura Mvula
“You Get My Love” by P!nk
LONDON — Hipgnosis Songs Funds reported a 7.5% year-on-year rise in gross revenue to $91.7 million for the six months ended Sept. 30, up from $85.3 million in the same period the previous year, at the company’s bi-annual presentation to investors, held in London Thursday (Dec. 8).
Net revenue — gross revenue minus royalties paid to songwriters under contract and administered catalogs — grew 5.8% to $78.4 million during the same period, while earnings before interest, taxes, depreciation and amortization (EBITDA) increased 16.9% year-on-year to $63.8 million.
Hipgnosis’ portfolio of over 65,000 songs, which includes hits by Dave Stewart, Timbaland, Journey, Mark Ronson and Barry Manilow, and includes the writer’s and/or publisher’s share of 13 of YouTube’s top 30 most viewed videos, has a net asset value (NAV) of $1.52 billion, down from $1.58 billion on March 31, according to the company’s mid-year financial results.
They report its “operative” net asset value as $2.22 billion, down from $2.24 billion six months prior. The aggregate fair value of Hipgnosis’ extensive portfolio was calculated by independent valuer Citrin Cooperman at $2.67 billion.
Speaking at the investor presentation, held at London’s Savoy Place, Hipgnosis’ founder and chief executive Merck Mercuriadis said he shared investors’ concern over the Guernsey-registered company’s share price, which has fallen by nearly 30% on the London Stock Exchange over the past six months as investor interest in music stocks has cooled. The share price at the close of trading on Monday was £0.81.5, down from £1.26.0 at the start of the year.
“I’m not going to pretend that the current share price is anything other than disappointing,” said Mercuriadis at the start of an almost three-hour presentation, which also included talks by Hipgnosis Songs Fund chief financial officer Chris Helm, Hipgnosis Song Management president and COO Ben Katovsky and chief music officer Ted Cockle, as well as a brief live music performance by rock guitarist Richie Sambora.
(Hipgnosis Songs Fund is the acquirer of music publishing and recording rights, while Hipgnosis Songs Management manages the publicly traded company’s catalog. There is also Hipgnosis Songs Capital ICAV, an investment vehicle established in partnership with Blackstone that earlier this year acquired Justin Timberlake’s back catalog, but is separate from the London-listed Hipgnosis Songs Fund.)
Mercuriadis said that Hipgnosis’ current share price “fundamentally undervalues the company” and he was confident the company’s extensive portfolio and proactive drive to grow revenues from its 146 catalogs, coupled with the continued growth of the global music industry, “supports our longer-term expectations for substantial revenue growth” and “will deliver superior shareholder returns over the medium term.”
Despite what Mercuriadis said was a “very challenging environment,” Hipgnosis operative net asset value per share remained steady at $1.8312 in the six months ended Sept. 30, which, when translated into pound sterling (at a sterling to dollar exchange rate of $1.2223), gave an equivalent net asset value of 149.82p as of Dec. 6.
Like-for-like pro forma (PFAR) revenues in the first half of the calendar year was $58.5 million, a 7.8% increase on the comparative period in 2021.
Over the last six weeks, Hipgnosis Songs Fund Ltd., the trailblazing acquirer of music publishing and recording rights, has been buying up a different kind of asset. Over seven transactions since Oct. 18, the company has been repurchasing its own stock, 250,000 shares at a time, to help support its slumping share price. So far, it has spent 1.5 million pounds ($1.8 million) to buy back 1.75 million of its shares. And while that accounts for just 0.14% of the roughly 1.21 billion issued shares, it underscores a crucial conundrum for the publicly traded company.
While, like much of the music business, Hipgnosis’ business has been steadily growing thanks mostly to booming music streaming revenues, its shares have lost 34% of their value year-to-date through Nov. 29. That decline is about six times worse than the 5.7% drop suffered by the FTSE 350 Media Index, representing 10 media companies on the London Stock Exchange. It’s more than triple the New York Stock Exchange composite index’s 10.1% deficit.
Normally, buying back shares lifts a company’s stock by both providing demand (which supports the stock price) and reducing the number of shares outstanding (which increases the per-share equity value). But since Hipgnosis began repurchasing its shares on Oct. 18, its share price has fallen 3.5% while the stock market has solidly improved: Over that time, the FTSE 350 Media index rose 6.8% and the New York Stock Exchange composite index rose 9.5%.
The share repurchases to date have been too few to move the needle. At the Sept. 21 annual general meeting, Hipgnosis’ shareholders approved a repurchase program that can buy up to 14.99% of its issued share capital through Dec. 8. So far, less than 1% of that allowable number has been bought back. And with less than 10 days left until the deadline, Hipgnosis is unlikely to make a much more meaningful dent. As of March 31, the date of Hipgnosis’ latest financial statement, the company had only $30 million in cash and about $100 million of borrowing capacity under its $700 million revolving credit facility. To buy back that full 14.99% stake at the current price and exchange rate would cost the company another $180 million.
But buying enough shares to directly impact the price isn’t necessarily the goal. The repurchase program can still act as a signal to investors that the company believes its stock is undervalued and is taking measures to address the matter. If all goes well, the decision to return cash to shareholders will end up boosting investor confidence in the music fund. That could ultimately help its share price, which is currently trading at a 46.7% discount to the company’s operative net asset value per ordinary share, according to the company’s July 13 mid-year earnings results. (Operative NAV is the fair market value of the catalog with amortization added back.) Even after considering its $570 million of debt (as of March 31), Hipgnosis shares are still trading 27.7% below the catalog’s value.
On paper, Hipgnosis should be a safe bet for investors: It buys dependable, recession-proof music intellectual property that churns out predictable royalties that are uncorrelated with the marketplace. The face of the company, founder Merck Mercuriadis, reshaped music investing by bucking the tradition of using debt to fund catalog acquisitions and launching the first publicly traded, equity-backed royalty fund that focused solely on music assets. Mercuriadis runs an investment advisory, Hipgnosis Songs Management, that collects a fee for managing the publicly traded company’s catalog. Mercuriadis declined to comment for this article.
From 2018 to 2021, Hipgnosis raised almost 1.3 billion pounds ($1.55 billion) through eight offerings on the London Stock Exchange, spending the money, and some debt, on established, proven songs — music publishing, recorded music catalogs and creator royalty streams — by the likes of Neil Young, Journey and Red Hot Chili Peppers. Mercuriadis and his team recommend catalogs for Hipgnosis Songs Fund to purchase and try to generate more revenue from its portfolio. Hipgnosis Songs Fund itself is a lean organization – it has a board of directors and a team of outside accountants, attorneys and other specialists – that collects royalties, pay dividends and operates with minimal overhead. Investors shouldn’t expect the triple-digit returns of a fast-growing tech company, but they shouldn’t face much downside risk, either. Decades-old popular music in a growing industry is a stable investment.
Hipgnosis’ pitch became particularly attractive as low interest rates encouraged investors to pour money into alternative assets like music as central banks cut rates to encourage borrowing to help combat a recession caused by the COVID-19 pandemic. But central banks have hiked interest rates in 2022 to ward off rising inflation, and Hipgnosis and companies like it have seen their share prices fall sharply. An Oct. 27 report by Trust Intelligence posits that Hipgnosis, along with other alternative asset funds, “has seen a significant share price de-rating as investors worry about the potential for valuations to fall in a rising interest rate environment.” Shares of alternative asset managers Blackstone Group – an investor in Hipgnosis Songs Management – and Franklin Resources are down 31.8% and 21.5%, respectively, this year despite the companies’ earnings beating expectations last quarter. Other music companies are having a tough year, too. Shares of Round Hill Royalty Fund Ltd., another music-backed investment trust that trades on the London Stock Exchange, are down 24.9% year to date.
The underlying business underpinning the Hipgnosis catalog and others like it, however, seems as healthy as ever. Global publishing and label revenues climbed 18% to $39.6 billion in 2021 on the strength of streaming services such as Spotify, Apple Music and YouTube. In the U.S., music publishers will enjoy a slightly larger share of subscription revenue from 2023 to 2027. Music subscription prices are rising, too – Apple Music hiked its monthly fees in October and Spotify appears ready to follow in 2023. Social media and short-form video apps such as TikTok are increasingly valuable revenue streams for both publishers and labels. Hipgnosis’s pro-forma revenue – which compares catalogs on a like-for-like basis and ignores recent acquisitions – in the second half of 2021 rose 11.6% from the first half, which was impacted by COVID-19 restrictions that hurt physical sales and performance royalties. In its latest fiscal year ended March 31, catalog additions helped gross revenue grow 24.7% to $200.4 million.
With its stock trading at a large discount to the value of its catalog, though, the company is unable to raise additional equity to expand its catalog. It certainly had plans to do so: In January 2021, Hipgnosis shareholders voted 98.6% in favor of a plan to sell 1.5 billion new shares. At the planned price of $1.68 per share, those additional shares would have raised $2.52 billion. Since then, however, Hipgnosis has sold only 199.6 million shares at an average of 1.21 pounds per share ($1.46), for a total of 241.4 million pounds ($330 million). Money has continued to pour into other funds for music acquisitions: Primary Wave took a $1.7 billion investment from Brookfield Asset Management in October; Influence Media Partners teamed up with Warner Music Group and BlackRock Alternative Investors in July; and last year, KKR partnered with BMG and Apollo Global Management backed upstart HarbourView Equity Partners to the tune of $1 billion.
The share repurchase program could have tangible results: the repurchase of 1% of shares would add 0.5% to the net asset value per share, reduce the dividend payment and “be accretive to annual income by $57,000,” according to JP Morgan Cazenove analysts. Investors could also look elsewhere to gain some confidence. In September, Hipgnosis reiterated its target annual dividend of 5.25 pence (6.34 cents) per share and announced an interim dividend of 1.3125 pence ($1.59) per share. It has also made moves to save money. In July, it reached a deal with French collection society Sacem for reduced administration expenses and collection fees. In October it procured a new revolving credit facility with a lower cost of debt and completed interest rate swaps that provide a hedge against rising rates.
More dramatic steps are available to raise cash, too. JP Morgan Cazenove analysts suggested in an Oct. 24 report that the company could sell “non-core assets” such as the Kobalt fund — 42 catalogs of more than 33,000 songs — it bought in Nov. 2020 for $323 million. The analysts also suggest Hipgnosis could sell part of its catalog to Blackstone, which took an ownership stake in Mercuriadis’ song management operation in Oct. 2021 and provided $1 billion for catalog acquisitions. That would allow Hipgnosis to reduce its debt and free up capital to repurchase shares or invest in new catalogs. Or Hipgnosis Songs Management could seek funding from Blackstone to acquire the entire Hipgnosis Songs Fund portfolio. Another option not mentioned in the report is to sell Big Deal Music, the independent music publisher that Hipgnosis Songs Fund acquired in 2020 and rebranded as Hipgnosis Songs Group, and focus solely on managing its catalog instead of signing and developing songwriters.
Following years of headline-grabbing moves, this has been a relatively quiet one for the publicly traded Hipgnsosis Songs Fund — there have been no acquisitions and no capital raised through stock offerings in 2022. In contrast, the other side of the business, Hipgnosis Songs Management, purchased the catalogs of Kenny Chesney, Justin Timberlake and Leonard Cohen through its venture with Blackstone, Hipgnosis Songs Capital ICAV. In addition, in August Hipgnosis Songs Management raised $222 million from a securitization backed by the royalties of 950 songs from Timberlake, Cohen and others.
Glimpses of what comes next, and how else Mercuriadis plans to address the stock price, could come soon. Dec. 8, the final day of the share repurchase program, is also the day Hipgnosis will release mid-year financial results and host a Capital Markets Day.