📑 CMU Digest: Elephants on parade as Hipgnosis circus rolls back into town

This week:

🐘 Hipgnosis is selling itself to Concord. Or maybe Blackstone. Or maybe someone else entirely.

💸 Believe's deal to sell itself to its own founder and CEO has finally got the nod - with private equity partner EQT ominously being touted as the deep pockets needed to face the "upcoming consolidation" in the music business.

🫳 Pandora is getting shrill with the MLC and accusing it of "overreaching"

🎟️ Live Nation is facing its worst nightmare - a DoJ antitrust lawsuit that might just end up with the live music giant being broken up.

🤖 And US performers' union SAG-AFTRA says it's reached a deal on vocal clone rules with the majors.

ICYMI:

🤡 Spotify is always angry - always - and this week it's picking yet another slightly underhand fight.

🤨 Music creators' patience is "wearing thin" says the CMM.

😨 Black Lives in Music has been "inundated" with calls from people seeking support against bullying and harassment.

🏌🏻‍♂️ Live Nation - more Live Nation! - REALLY loves golf.

⌛️ And the TikTok ban-clock is tick-tocking a little bit faster in the US after this week's congressional manoeuvres.

Plus:

🖕🏼 Lemmy lives on in James Hatfield's middle finger.

🐘 SONG’s done deal with Concord might not be such a done deal - and its irrevocable commitments from shareholders might not be so irrevocable after all. But, honestly, who can say?

SONG - aka Hipgnosis Songs Fund - the beleaguered London Stock Exchange-listed song rights investment fund which has seen its share price plunge since listing, advised shareholders on Thursday that it was recommending an acquisition offer of $1.16 per share from Concord. Concord previously bought the catalogues controlled by Round Hill Music Fund - which was then headed up by Rob Naylor who is now top banana at SONG. So far, so good. 

This all looked like a done deal, not least because Concord had “irrevocable” commitments from a substantial - if minority group - of SONG shareholders. Until - as predicted by CMU - Blackstone popped up with a last-minute bid… Only that bid isn’t really a bid yet, it’s just Blackstone still musing publicly about whether it might want to make a bid, with a little bit of legal strong-arm thrown in for good measure.

As things stand, Concord has offered $1.16 a share for SONG, with another $25 million for shareholders thrown in as part of the so-called “FO clause”. Shareholders only get that $25 million if Hipgnosis Song Management - the Blackstone-owned, Merck Mercuriadis-led ‘investment adviser’ to SONG - agrees to fu… make an elegant exit.

SONG has now responded to Blackstone’s bid pointing out that it isn’t really a bid, just an idea, but that if Blackstone wants to turn that idea into a firm offer then it - SONG - would probably need to recommend that one to shareholders instead of Concord’s. Now we just need Universal Music - via Chord - to get involved, or maybe BMG, and that will be the sort of high-drama full-on takeover battle of the type that hasn’t been seen in a good while.

💸 Believe's board accepted a deal - led by founder Denis Ladegaillerie - to acquire a majority of the company, with private equity partner EQT hinting at "upcoming consolidation" in the music industry

Talking of high stakes takeovers… After a few hiccups - including a phantom maybe-we’ll-bid-but-not-really offer from Warner Music and a bunch of regulatory scrutiny - Believe’s board has finally announced that they have approved an offer made by a consortium headed by Believe founder and CEO Denis Ladegaillerie.

But there’s a twist - and who doesn’t love a twist? When originally proposed back in February the deal had looked like it would spell an end to Believe’s status as a publicly traded company, but now it’s looking like Believe will stay listed on the Paris stock exchange, though majority owned and controlled by the consortium.

A source close to the consortium told CMU that “delisting Believe was never the primary objective” of the deal, which is backed by Swedish private equity giant EQT. Rather, it was to give the company a new “reference shareholder” - EQT with deep pockets (or, in corporate finance speak “significant financing capacity”) - to allow Believe to ride the “upcoming consolidation phase” in the music industry.

When a company like EQT - which has €232 billion of assets under management - suggests that there’s a “consolidation” coming, it’s probably time to sit up and take notice. Could that consolidation involve a Believe x BMG collab? Only time will tell…

🫳 Pandora is getting agitated after US collecting society The MLC filed a lawsuit against it, and is now accusing MLC of "wild overreach" 

Jumping Stateside, the legal set-to between streaming service Pandora and US mechanical licensing outfit the MLC has taken a typically dramatic turn, with Pandora filing legal papers accusing the MLC - somewhat poetically - of “legal frolics and detours”. The MLC, thunders Pandora, is not “authorised to play judge and jury” and is taking a “legally incoherent position” that is “at odds with the rest of the music industry”. 

This all stems from the lawsuit filed by the MLC back in February which saw the society’s honcho Kris Ahrend say that the organisation had “repeatedly sought to resolve” the issue of Pandora underpaying royalties - which relates to how Pandora’s core ad-funded personalised radio services is defined. Pandora, said Ahrend, “has refused to correct their reporting or royalty payments”.

Not pulling its punches, Pandora says that the MLC “apparently thinks it knows better than the entire music publishing industry” when it comes to deciding whether its service should be defined as “interactive” or “non-interactive”, going on to say that as a “neutral arbiter” the MLC should - effectively - butt out of the argument. “The MLC is not authorised to opine on whether particular transmissions offered by Pandora are properly characterised as interactive or non-interactive as a legal matter”. 

Ouch. That’s told you then, MLC.

Of course, this sort of legal posturing is pretty normal, and expectation is that a spat like this will normally be quietly and amicably resolved by the two organisations after a bit of chest-beating and grunting. If not, the court case should be lots of fun.

🎟️ Could 2025 see the break-up of Live Nation following an antitrust lawsuit? That's one potential outcome as the US Department of Justice gears up to sue Live Nation as soon as next month...

Meanwhile, Live Nation - not entirely unexpectedly - looks like it could be facing an antitrust lawsuit from the US Department of Justice, relating to allegations that Live Nation and its Ticketmaster subsidiary exploit their market dominance to exert anti-competitive practices.

When the two companies merged in 2010 they were subject to a ‘consent decree’ - effectively a promise not to exploit a market advantage - that was agreed with the DoJ to allay various competition concerns raised by the merger. It’s now alleged that these may have been breached.

That consent decree originally ran for ten years - to 2020 - but was extended to the end of 2025 after a previous DoJ investigation. 

If the DoJ takes action and wins its lawsuit, that could result in any - or all of - a fine, a further extension of the consent decree, a slap on the wrist... Or a break up of the world’s biggest live entertainment behemoth.

And, under a provision of the Clayton Act, should a court find that Live Nation has “injured” any person “by reason of anything forbidden in antitrust laws” - which includes businesses - then they can claim triple damages, plus “reasonable attorney’s fees” for that loss. 

The DoJ investigation comes amid increased political scrutiny of Live Nation and Ticketmaster in US Congress. For its part, Live Nation denies that it acts in an anticompetitive way. However, it has supported some new regulations of the ticketing sector in general, including an obligation to advertise the full price of a ticket including all fees and commissions upfront, and some extra rules governing secondary ticketing.

🤖 SAG-AFTRA says it has reached a deal with the major labels relating to AI vocal clones. Or... was it just a vocal clone pretending to be SAG-AFTRA?

Lastly, US performer union SAG-AFTRA (which is a combined collective of the ‘Screen Actors Guild’ and ‘American Federation of Television and Radio Artists’, in case you were wondering) has reached a breakthrough agreement with the major record companies - and Disney Music Group - which will now be put out to members for a vote. 

The union has, in recent months, been negotiating updates to its code of fair practice for sound recordings, with one key talking point being artist concerns around AI. The new agreement, says the union, requires “clear and conspicuous consent” as well as “minimum compensation requirements” before a sound recording using a vocal clone can be released. Additionally, if released, “specific details of intended use” must be stated. 

While the music industry at large has been calling on AI companies to secure consent from relevant copyright owners before using any music to train generative AI models, many artists have been looking for similar assurances from record companies - which often control the copyright in their recordings. 

The US-focused Music Artists Coalition is among the organisations supporting the new SAG-AFTRA code, with its founder, veteran artist manager and now ultra-lux golf-course owner Irving Azoff, saying "this collective bargaining agreement with our label partners is a great first step to make sure artists have creative control and get paid”.

ICYMI:

🤡 Spotify increasingly seems like the angry red-faced man in the bar who just wants to fight everyone and anyone. After demonetising whole swathes of the music industry and having tantrums when picking on France and Uruguay didn't go in its favour, you'd think it might have learnt better. But no - in the few precious moments it has to itself when not dreaming up nightmarish gimmicks like AI playlist bots or remix tchotchkes, and when it's not trailing Apple around shouting angrily - the streaming giant has decided to change the rules on how it pays out money in the US by reclassifying its subscriptions as music and audiobook bundles. As a result Spotify has been accused by the US National Music Publishers Association of trying to “radically reduce songwriter payments”. The change allows it to pay lower US compulsory licence rates, but the National Music Publishers Association says it “will not stand” for Spotify's latest royalty-squeeze shenanigans.

🤨 "Patience is wearing thin" among music creators said the Council of Music Makers after the first government working group on creator remuneration. In a statement issued by the organisation after the meeting, the CMM said many music makers are "not seeing the benefit" of the "massive financial gains" experienced by the record industry and wider music rights industry. The BPI described the meeting as “constructive” while AIM says that its members “respect” the concerns of artists.

😨 Black Lives In Music has launched a new survey on bullying and harassment in the music industry. Anonymous data collected in the YourSafetyYourSay survey will inform the organisation’s own Anti Racist Code of Conduct, as well as the work of the new Creative Industries Independent Standards Authority, and legislation developed by the UK government’s Department Of Culture, Media And  Sport. BLiM says that, since publishing its ‘Being Black In The Music Industry’ report in 2021, it has been “inundated” with calls for support from people who have experienced numerous forms of bullying and harassment. The research is necessary, says chief exec Charisse Beaumont, because currently “data, especially from underrepresented groups, just doesn’t exist”.

🏌🏻‍♂️ What’s the one thing that you think of when you think of music? If the answer wasn’t “golf” then what’s actually wrong with you? Live Nation is going to show you just how entertaining golf can be by putting a whole bunch of music inside some golf. Everyone loves a bit of golf. What other sport lets you indulge in pure POWER, soundtracked by actual live music, and all as part of a walk with lots of rests and a nice glass of something at the end? It really is the perfect sport. Vehemently pro-golf company Live Nation - which is so pro-golf that it even has a whole section in its code of conduct about what to do if a client tries to give you a gift of golf clubs - has now teamed up with august golfing body The R&A to take The Women’s Open “to the next level”. Prepare yourselves...

⌛️ The clock is ticking - and tocking - on the impending TikTok-targeting sell-or-be-banned law. After one bill was passed by the US House Of Representatives the motion has been included in a new bill alongside proposed aid for Ukraine and Israel which was also passed this weekend. All of this is seen as a move to get the TikTok ban discussed in US Senate quicker, because by wrapping it into an urgent bill - such as aid for Ukraine - it's less likely to be held up in the legislative to-and-fro.

And Finally! Lemmy's post-life schedule continues agogo as Metallica's James Hetfield invites him into his middle finger...

🖕🏼 Metallica’s James Hetfield this week unveiled a new tattoo on his middle finger, created using ink mixed with some of late Motorhead frontman Lemmy’s ashes. It will mean that Lemmy “is still able to fly the bird at the world”.

Since his death in 2015, Motorhead frontman Lemmy has still managed to remain alarmingly active in the music scene. Active is perhaps not the word, but he does get about, thanks to the wide distribution of small amounts of his ashes.

This week, Metallica frontman James Hetfield revealed that a portion of the legendary bassist will continue to tour the world, embedded in a tattoo on Hetfield’s middle finger. 

In a post on Instagram showing off the new ink/ash combo - appropriately an ace of spades -  Hetfield said that the tattoo was “a salute to my friend and inspiration Mr Lemmy Kilmister. Without him, there would be NO Metallica”.

Check out this and more of this week’s funniest music news stories in this week's And Finally!