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Triller

Asian financial services firm AGBA will acquire social video platform Triller in an all-stock transaction that values the merged companies at $4 billion, according to SEC filings released Thursday (April 18).

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In addition to its eponymous app, which has been compared to TikTok, Triller owns generative AI platform Amplify.ai, pay-per-view service FITE, bare-knuckle fighting company Bare Knuckle Fighting, influencer marketing software Julius and experiential events planner Thuzio, among others.

The boards of both Triller and AGBA have approved the proposed transaction, which is now subject to regulatory and stockholder approvals before closing. The combined companies will be 80% owned by Triller stockholders and the remaining 20% by current shareholders of AGBA. Triller filed for a direct listing on the New York Stock Exchange in August 2023 and again in January 2024. In its most recent S-1 filing, the company listed CEO Bobby Sarnevesht and Proxima Media, led by Hollywood financier Ryan Kavanagh, as founding partners. Other previously disclosed shareholders include former CEO Mahi de Silva. It is not clear who Trillers’ current shareholders are.

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Shares of NASDAQ-listed AGBA closed at 40 cents on Wednesday and spiked following the merger announcement to $1.30 early Thursday before falling to under a dollar later in the morning. AGBA formed in 1993 and operates out of Hong Kong, where it says it serves over 400,000 corporate and individual clients in the financial tech and healthcare sectors.

The leadership for the combined company will include Sarnevesht as Triller CEO, AGBA executive director Wing-Fai Ng as group CEO and former Barclays CEO Bob Diamond as group chairman.

“Through this merger, we are poised to accelerate our innovation trajectory and significantly expand our market presence, creating unparalleled value for our users and stakeholders globally,” said Sarnevesht. “In addition, with the transaction approved by both company boards and majority shareholders, we believe this is the most efficient route for Triller to access public capital markets and secure the liquidity needed for rapid growth.”

Said Wing-Fai Ng, “With a rich history of setting records and making bold moves, we believe Triller is now on the brink of an exciting future. Its groundbreaking technology, coupled with an aggressive and strategic business model, positions it not just as a formidable competitor to tech giants but as a potential game-changer in the industry. AGBA’s expertise in capitalizing on financial value from complex developments and rapid growth will provide the fuel for Triller’s rocket ships. Together, we have a lot to accomplish.”

Wing-Fai Ng added that “we believe Triller is now on the brink of an exciting future. Its groundbreaking technology, coupled with an aggressive and strategic business model, positions it not just as a formidable competitor to tech giants but as a potential game-changer in the industry.”

Triller has settled a lawsuit from Sony Music accusing it of showing “brazen contempt for the intellectual property rights” of its artists by ceasing to pay license fees for the use of the company’s songs on the social video app. The deal was reached on July 21 after a federal judge overseeing the case sided […]

Triller, a short-form video app in the style of TikTok, is planning to sell its common stock on the New York Stock Exchange through a direct listing under the ticker “ILLR,” according to the company’s S-1 filing released Wednesday (Aug. 2). The filing did not provide a date of the direct listing.
The direct listing — not an initial public offering, or IPO — will not have an underwriter that assumes the financial risk of selling the listed shares to institutional investors. Popularized by Spotify in 2018, a direct listing avoids the IPO’s road show and book-building process that establishes an initial selling price. Triller will not receive any proceeds from shares offered in the direct listing by its shareholders.

While TikTok had an estimated $9.4 billion in revenue in 2022 and is becoming an important source of royalties for record labels and music publishers, Triller is a far smaller affair. In the first quarter of 2023, the self-described “artificial intelligence powered technology platform” had revenue of $9.1 million and a net loss of $28.8 million. In calendar 2022, Triller had a net loss of $195.6 million on revenue of $47.7 million.

The S-1 paints a picture of a financially troubled company with numerous outstanding issues. Triller had just $2.2 million of cash and cash equivalents as of March 31. The company’s S-1 warns that Triller has incurred losses each year since its inception — not unusual for a high-growth tech startup — and has an accumulated deficit of $1.29 billion. Triller may incur additional costs related to outstanding litigation with Universal Music Publishing Group, as one example, and admits to not being in compliance with the payment obligations of “a significant number” of its music licensing contracts and “overdue on payments” to vendors that provide Triller with engineering, marketing and legal services, among other parties.

The S-1 also reveals that Triller entered into a confidential settlement agreement with Sony Music Entertainment on July 21, 2023, that requires it to make payments to SME for a breach of contract lawsuit brought by SME in 2022. On May 16, Triller was ordered to pay SME nearly $4.6 million. The settlement provided Triller with a payment plan. With 15 days of the direct listing, Triller will be obligated to pay SME under the settlement agreement.

Triller will have two classes of common stock: a Class A common stock with one vote per share and Class B common stock with ten votes per share. Upon completion of the reorganization, Proxima Media and Bobby Sarnevesht, Triller’s founding partners, will own about 15.4% of Triller’s common stock and have 60.6% of the company’s total voting power. In addition to Proxima Media, the other shareholders with greater than a 5% share of outstanding common stock are Paul Posner, CEO of Carnegie Technologies, and Tsai Ming Hsing. As of March 31, Triller had 282,017,038 shares of Class A common stock and 46,651,382 shares of our Class B common stock outstanding.

Triller claims to have over 550 million user accounts and had over 2.4 million creators as of March 31 — almost 100,000 more than it had two years earlier. It built its user base with acquisitions such as its 2021 purchase of Verzuz, the livestream platform created by of Swizz Beats and Timbaland that shot to fame during the pandemic. Swizz Beatz and Timbaland filed a $28 million lawsuit against Triller in August 2022 over unpaid monies promised in the deal. That lawsuit was settled out of court one month later.

After years of competitive banter and cold feet, a date has reportedly been set for the epic Verzuz battle between music legends Diddy and Jermaine Dupri.
In a video shared over the weekend, Diddy confirms to Busta Rhymes that the show will take place on Sept. 8, at New York City’s Madison Square Garden. “We gon’ have you out the rafters flying out the sky,” he excitedly added.

While fans have been murmuring about a potential battle between the Atlanta mainstay and Bad Boy CEO since 2020, the two legends joined the conversation in 2021, after Dupri challenged Diddy in a tweet. Initially, Diddy turned his proposition down, declaring that Dupri didn’t have enough hits. “I’ll smash you with just Biggie n Mary [J. Blige]. But I do have the utmost respect on you as a musical legend,” he said, adding, “[Dr.] Dre the only one can get in the ring w me.”

The two even playfully argued during an Instagram Live with Fat Joe and Snoop Dogg about who would win, but in 2022 they said they’d go head-to-head in a “non-Verzuz” battle, after co-founders Swizz Beatz and Timbaland filed a $28 million lawsuit against Verzuz parent company Triller. “We’re not f—ing with Triller until they take care of Timb and Swizz,” Diddy said in a now-deleted video. In September 2022, Swizz and Tim settled their lawsuit with Triller, now owning a larger share of the company.

While neither Timbaland nor Verzuz have yet to comment on the scheduled date, Swizz shared a number of posts to his Instagram Story confirming the battle. A number of memorable Verzuz battles have already taken place at New York’s famed Madison Square Garden, including The LOX vs. Dipset and Ja Rule vs. Fat Joe.

While many fans think Diddy will come out on top, others note that Dupri’s pen is untouchable, and that the So So Def founder is individually responsible for a number of diamond hits, while Diddy often collaborated with a team. Come September, all that will matter is the court of public opinion, as Verzuz does not declare an official winner to their battles.

Dupri has reached RIAA-certified diamond success thanks to his work on Usher’s Confessions and has achieved 11 career Hot 100 No. 1 records. Diddy boasts his own set of impressive achievements as a producer and artist, playing a pivotal role in the careers of icons including Mary J Blige and Biggie Smalls.

Universal Music Group is suing Triller over allegations that the video-sharing app has failed to make payments for months under its music licensing agreements, echoing accusations made by Sony Music Entertainment in a similar lawsuit last year.

In a complaint filed Thursday (Jan. 6) in Los Angeles court, the music giant’s publishing arm claimed that Triller stopped making payments in April 2022 under two different licensing deals and had missed several required payments since.

Universal says it filed a notice of default in November and terminated the deal earlier this week, but that Triller has still not paid the money it owes — despite allegedly spending plenty of cash elsewhere.

“During the same period that Triller was defaulting on its payment and reporting obligations, it was reported that Triller was spending substantial amounts of money acquiring companies … and throwing lavish events catering to members of the media and entertainment industry,” the company wrote.

Universal says Triller has also breached provisions that require the company to report how the music has been used on the platform. Combined with the lack of payment, Universal cited the breaches as cause to terminate the licensing contract, effective Jan. 3.

In a statement to Billboard, Triller downplayed the seriousness of the case, saying it dealt with only “a very small percentage of the catalogue, and is the ordinary course of business for the music industry and over a small amount of money.”

“This will be decided upon in a proper venue in a few years, and we clearly believe we are in the right and that a court will find in our favor,” Triller wrote in the statement. “It’s a plain vanilla case that virtually every social network has faced in one form or another. It’s not the first and won’t be the last but similar to the past disputes of these nature they tend to settle quietly and end up being a lot to do about nothing .”

The lawsuit is the latest recent legal trouble for Triller. Sony filed a similar case in August, saying it had terminated its licensing deal with the company after months of non-payment. That case, filed in federal court, claimed that Triller had continued to use Sony music without a license — meaning it had also infringed Sony’s copyrights. The case remains pending.

Before that, Triller got into a messy fight with Swizz Beatz and Timbaland, who sued in August over allegations that they were still owed $28 million from the sale of their Verzuz livestream series to Triller. The company was sued again later that month by a smartphone app consulting firm, which claimed the company had failed to pay more than $100,000 in fees. Both cases were quickly settled on confidential terms.

It’s also not the first sign of problems between Triller and Universal. In early 2021, the music giant abruptly pulled its catalog from the platform, claiming Triller had “shamefully withheld” artist payments. Three months later, the two companies announced a new worldwide licensing agreement, spanning recorded music and publishing and restoring the UMG catalog to the app. But in December, UMG was one of several major music companies to again be pulled down from the platform.

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Try using some of your favorite songs on the short-form video app Triller, and you’ll be hard pressed to find what you’re looking for.

On Thursday, the music catalogs for Universal Music Group, Warner Music Group, Sony Music and Merlin — which provides digital licensing to many top independent labels and distributors — were removed from the platform.

A Triller spokesperson says the platform is “reassessing each of our label deals as they come due as our catalogue music usage is a small fraction of our overall business with creators.

“Some labels are more used than others and if we can make financial arrangements which make sense for the platform, on a label by label basis, we will. In other cases the usage does not justify the cost.”

The news follows a lawsuit filed by Sony Music Entertainment in August, claiming Triller had “historically failed to make payments in a timely manner” but that this issue got even worse in March 2022 when Triller “failed to make any monthly payments required under the Agreement, totaling millions of dollars.”

A source at one of the other major music companies says similar breach of contract and failure to make payments, including “millions and millions in past due royalties,” was behind Triller’s decision to pull these catalogs. The Triller spokesperson, however, called that claim “false and grossly inaccurate.”

Representatives for Universal, Warner, Sony and Merlin declined to comment.

In a Thursday morning email, Merlin’s senior director of business and legal affairs alerted members that Triller had “commenced the takedown of Merlin content.” He continued, writing “at this stage we do not believe that Merlin is the only licensor/content provider to have had content taken down. The term of our current agreement with Triller has now expired. We will update members as soon as we can regarding renewal discussions.”

Merlin members include Secretly Group, Mom + Pop, Monstercat, Symphonic, Ninja Tune, Beggars Group, FUGA, ONErpm, Domino, SubPop, Vydia and more. The Triller spokesperson told Billboard when asked about the Merlin email, “We are in active conversations with Merlin and expect to renew our relationship and continue our friendly and successful partnership.”

“As Triller has grown and expanded its portfolio of services for creators as an open-garden platform, we are recalibrating some of our partnerships with a focus towards showcasing talent and maximizing their monetization,” that statement continued.

A glance at Triller’s Discover Music page shows that there are now few official music options available after the takedowns, and the promoted new releases and top picks are largely artists with no label affiliation. The only traces left of some label-signed artists are available through searching “OG Sounds,” which are typically user-created soundtracks like remixes that sometimes contain copyrighted material, or if a signed artist collaborated as a feature on a song released independently.

The public rift between Triller and the music business dates back to about 2020, when chairman and CEO of the National Music Publishers’ Association (NMPA) David Israelite criticized the app in an Instagram post, saying Triller needed to fully license its members works. “It’s a simple proposition – license songs before you use them,” he wrote.

In November of that year, Wixen Music Publishing filed a 15-page lawsuit against Triller, suing the company for $50 million dollars, stating in the complaint that Wixen felt encouraged when Triller’s CEO appeared to agree with the NMPA’s criticism that summer, but then, after months with no agreement reached, Wixen opted to file the lawsuit.

In the indictment, Wixen alleged Triller had “brazenly disregarded copyright law and committed willful and ongoing copyright infringement,” of its more than 1,000 song catalog. The lawsuit was dismissed in February 2021.

Eventually, in March 2021, Triller came to an agreement with the NMPA on behalf of its members.

Also in early 2021, Universal Music abruptly pulled its catalog from Triller, saying the app “shamefully withheld” artist payments. A source familiar with the matter told Billboard at the time that the payments UMG claims Triller is withholding went back several months. Three months later, the two companies announced a new, worldwide licensing agreement, spanning recorded music and publishing and restoring the UMG catalog to the app.

This August, Timbaland and Swizz Beatz also sued Triller for failing to make payments due on the sale of their popular Verzuz livestream series the year prior. They claimed the platform still owed them $28 million from the deal 18 months later. That lawsuit was settled in September.

Outside of music, there have been other claims against Triller for allegedly failing to make owed payments. Boxing journalist Dan Rafael reported that Triller had not fully paid several fighters and crew members from a May 2022 fight. In August, the Washington Post reported that Triller “promised millions to Black creators” to use the app as part of a paid influencer program, but “nearly a year after…its payments to many creators have been erratic — and in some cases, nonexistent.” In September, it was also sued by a smartphone app consulting firm that said it was owed more than $132,000 in unpaid fees.

Over the past two years, Triller has repeatedly announced plans to go public but has so far failed to do so — initially through the formerly-popular ‘SPAC’ merger process, and then in June this year filed paperwork with the U.S. Securities and Exchange Commission indicating that it plans to take a more traditional IPO route. In late September, the company announced it had secured $310 million from Luxembourg-based private alternative investment group for a 36-month term following a public listing of Triller’s common stock and would aim for a public listing by early in the fourth fiscal quarter (October-December).