|TUESDAY 20 JULY 2021||COMPLETEMUSICUPDATE.COM|
|TODAY'S TOP STORY: The deal to sell 10% of the Universal Music Group to the Bill Ackman-led special purpose acquisition company Pershing Square Tontine Holdings Ltd is off. However, an Ackman-led hedge fund plans to buy a stake of the music major instead... [READ MORE]|
SPAC deal to buy 10% of Universal Music is off, however the major will not be "left at the altar"
Current Universal Music owner Vivendi is spinning off its music business, which will become a standalone entity on the Dutch stock exchange later this year. At that point, 60% of the shares in the Universal Music Group will be distributed to Vivendi's current shareholders. A Tencent-led consortium already owns 20%. Which leaves Vivendi itself with 20% too.
Earlier this year Vivendi announced that it planned to sell half of that remaining 20% before the stock market listing to a US investor. That was then confirmed to be PSTH, the special purpose acquisition company founded by activist investor and hedge fund manager Ackman.
The deal seemed slightly unusual from the off. Special purpose acquisition companies - aka SPACs or blank cheque companies - are businesses with no current operations that raise money on a stock exchange with the intent of then buying another business. A SPAC would usually buy another business outright, basically turning a privately-owned company into a publicly-owned company through something of a back-door stock market listing.
It was unusual, therefore, for PSTH - listed on the New York Stock Exchange - to buy just 10% of Universal Music as it listed on the Dutch Stock Exchange. PSTH then announced that it planned to distribute the UMG shares it was buying to its own shareholders, before seeking to buy another company outright with the $1.5 billion it would still have in the bank, ie a more conventional SPAC deal.
The change of plan seems to have been prompted by US regulator the Securities And Exchange Commission declaring, "hey guys, that Universal deal, that's, erm, slightly unusual". Though Ackman also concedes that some of PSTH's shareholders were a bit perplexed about the arrangement too. Either way, the Universal share acquisition will now be undertaken by the separate if similarly named hedge fund Ackman leads, Pershing Square.
In a letter to those shareholders, Ackman said yesterday: "Our decision to seek an alternative [acquisition] was driven by issues raised by the SEC with several elements of the proposed transaction - in particular, whether the structure of our [UMG deal] qualified under the New York Stock Exchange rules. We and our counsel had multiple discussions with the SEC attempting to change its position on the issues that it had identified".
"Ultimately", he went on, "our board concluded that it was in the best interest of shareholders to assign the UMG stock purchase agreement to Pershing Square - which is specifically permitted under the terms of the agreement with Vivendi - as it did not believe PSTH would be able to consummate the transaction in light of the SEC's position. Management and the board believe that greater shareholder value can be created by working expeditiously to identify a new merger partner [for PSTH]".
Elsewhere in his letter, Ackman wrote: "Our share price has fallen by 18% since the [UMG] transaction was announced. While we believe our shareholders recognise UMG's extraordinary attributes, including its attractive growth characteristics, business quality, and superb management team, we underestimated the reaction that some of our shareholders would have to the transaction's complexity and structure".
He then concluded: "None of us anticipated this outcome. Yet, despite the inability of PSTH to consummate the UMG transaction, our counterparty was not left at the altar. Pershing Square will be fulfilling PSTH's commitment to Vivendi. Pershing Square intends to be a long-term UMG shareholder, and will endeavour to work with UMG management to help create value for all stakeholders".
For its part, Vivendi confirmed yesterday: "PSTH has informed Vivendi that it intends to assign its rights and obligations to acquire 10% of the share capital of Universal Music Group under the agreements announced on 20 Jun 2021 to investment funds with significant economic interests or management positions held by Mr William Ackman. Vivendi has decided to approve such request".
"The equity interest eventually acquired in UMG will now be comprised between 5 and 10%", it then added. "If it were less than 10%, Vivendi still intends to sell the shortfall to other investors before the distribution of 60% of the share capital of UMG to the shareholders of Vivendi scheduled to occur on 21 Sep 2021".
Fyre Festival ticket holders likely to get just $281 in compensation
As you all surely remember, Fyre Festival was promoted by a flurry of social media influencers - and a certain Ja Rule - as a luxury music event in the Bahamas. But it turned out the whole thing was being run by a clueless fraudster called Billy McFarland, resulting in a legendary shit-show, whereby the whole event fell apart just as people were arriving on the island that was hosting the party.
As the event collapsed and all the connected companies went bankrupt, McFarland was prosecuted for fraud, and the civil lawsuits started to stack up too, as suppliers, investors and ticket-holders all went legal. A class action for the latter was filed almost immediately and earlier this year it was announced a settlement had been reached with the trustee overseeing the bankruptcy of the Fyre companies.
Said trustee had been very busy indeed trying to get back fees that were paid to some of the artists who had been set to play the failed event and to the influencers who had promoted it on social media. When the settlement of the ticket holder class action was confirmed in April, it was thought there might be about $2 million available to share between class members. Which equated to about $7,220 per class member.
However, it turns out, the monies available are more like $1.4 million. Trustee Gregory Messer explains in court papers that "obtaining recoveries in the case was extraordinarily difficult and challenging given the lack of books and records" and because "any physical assets that could have been liquidated were already seized by federal prosecutors".
Fraudster McFarland being subsequently jailed didn't help much either. And while some artists and influencers did return some money, most were unsurprisingly not keen to repay any fees they'd received. Meanwhile, McFarland's recent stint as an incarcerated podcaster hasn't resulted in any secret stash of assets being revealed.
Still, $1.4 million, that's pretty good isn't it? Oh, legal and accountancy fees of $1.1 million you say? And payments to other parties cutting the ticket holder class's take down to $78,000 you say? Ah well, $281 each is better than nothing, surely? I mean, with that, you could get yourself an annual subscription to both Netflix and Hulu and watch both their respective Fyre Festival documentaries once a week for a year. Result!
The final settlement proposed by Messer is still to be confirmed by the judge overseeing the case.
Sony Music sues Gymshark over unlicensed recordings in its social media videos
Yes, Sony Music has sued Gymshark through the Californian courts over all the unlicensed music the sportswear brand has allegedly used in its social media promo in recent years, which includes lots of tracks released and owned by the major.
"Defendant Gymshark Limited is a fitness apparel and accessories manufacturer and online retailer", says Sony's lawsuit. "Gymshark has achieved its success by infringing sound recordings and musical compositions belonging to a number of different content owners, including plaintiffs' copyrighted sound recordings, on a massive scale", it then adds, with just a pinch of hyperbole.
Noting that Gymshark's marketing is very much focused on posting videos to social media services like Facebook, Instagram and TikTok, the lawsuit says that - so prolific is the sportswear company in that domain - that from just Sony's catalogue it has "misappropriated hundreds of the most popular and valuable sound recordings in the market, using those creative works to drive massive sales to Gymshark without any compensation to plaintiffs".
"These works", it goes on, "include sound recordings featuring such chart-topping and award-winning artists as Beyonce, Britney Spears, The Chainsmokers, Justin Timberlake, A$AP Rocky, Travis Scott, Harry Styles, Usher, Noah Cyrus, and Calvin Harris".
Now, obviously the social platforms Gymshark has used to flog its sporty wears do have licensing deals with Sony Music - and other record labels, music publishers and collecting societies - covering user-generated content. But only user-generated content, please note. Not promo videos created by a sportswear brand. And not even the promo content created for Gymshark by some of those pesky influencers.
Later in the lawsuit, Sony Music cites the terms and conditions on Instagram and TikTok's websites that stress that commercial content on those platforms must only use music that the creators of said content have properly licensed. And Gymshark isn't entirely ignorant of how music licensing works, the major adds, because late last year it approached the record company to discuss getting a licence for one specific video that used the Russ track 'The Flute Song'. However, in the end, it just used the track without licence.
Should the case get to court, the specific claims regarding Gymshark-commissioned influencer content could be interesting, given that influencers arguably blur the line between private users and corporate users of social media, and might therefore assume that they are covered by the music licences secured by the social media companies.
Though, Sony will stress, as soon as a brand commissions a social media user - and especially when cash or goodies are exchanged - that user is definitely not a private user anymore.
Concluding, Sony Music states: "Defendants' conduct is causing, and, unless enjoined by this court, will continue to cause plaintiffs great and irreparable injury that cannot be fully compensated or measured in money". Though statutory damages of $150,000 per track used without licence would help, it adds.
European Commission to launch study into impact of EU court ruling on "reciprocity" approach to international royalties
This all begins with the fact that, under US copyright law, there is no general performing right as part of the sound recording copyright. This means that no licences are required or royalties paid when recorded music is broadcast on AM/FM radio stations, or played in public spaces like pubs, clubs, bars and cafes.
Why was this relevant in a copyright dispute in Ireland? Well, the record industry's performing rights income - or neighbouring rights income if you prefer - is administered by the collective licensing system around the world.
In each country the local collecting society collects all the royalties that are due and passes them onto the artists and labels that appear on, or released, the tracks that are being broadcast and played in public. Where an artist or label is based in another country, the local society would usually pass the money on to the relevant society in that other country, meaning rights and royalties constantly move around a global network of collecting societies.
But what happens when you have a country where no royalties are collected because of a limitation in copyright law, like the US? Do other societies elsewhere in the world still pass monies back to artists and labels in that country when their music is played, even though no money is following back in the other direction, because of the copyright law limitation?
The answer to that question is, "it depends". But in some countries a "reciprocity" approach is used in this domain, meaning royalties only flow to countries where performing rights exist. That restriction on the international flow on royalties may apply to both artists and labels, or just one or the other.
Ireland is one of the countries that employs a reciprocity approach, specifically for artists. But that system was put into the spotlight last year as part of a dispute between the label and performer collecting societies in Ireland, PPI and RAAP respectively.
The question was raised as to whether that reciprocity approach was actually allowed under European law and/or according to the EU's interpretation of the global copyright treaty that covers these things. The Irish courts bounced that question up to the EU courts which answered "no".
The EU court basically said that because the specific European directive relevant to the Irish case didn't mention the reciprocity approach, EU member states couldn't apply it. The previous assumption - actually backed by the European Council - was that because the relevant directive was silent on reciprocity, EU member states could apply it.
The ruling was welcomed by US collecting society SoundExchange, which has been busy calling for an end to the reciprocity approach around the world, arguing that countries that operate such a system have incorrectly interpreted the aforementioned global copyright treaty. SoundExchange also wants the UK - which likewise operates a reciprocity approach for artist royalties - to also alter its system, a call backed by some British musician groups.
However, there have been plenty of critics of the EU court's ruling within the European music community, who argue that it will result in monies unfairly flowing out of the European record industry over to the US, while there remains no return royalty flow because of the ongoing limitations in American copyright law.
IMPALA, the pan-European trade group for the independent music community, raised this issue last month ahead of a summit between EU leaders and US President Joe Biden, stating that last year's ruling "will have a devastating effect on many European performers and labels. IMPALA looks to the EU to fix this situation urgently so that EU member states can continue to decide individually for themselves whether they want to apply this principle, as they have been able to for decades".
This brings us to the new study announced by Breton into the impact of the reciprocity ruling. The Commissioner confirmed the study in response to questions posed by members of the European Parliament, in particular Spanish MEP Ibán García Del Blanco.
Critics of last year's judgement have pointed out that that ruling was based on the relevant European directive being silent on this issue. So one quick solution would be end the silence, ie amend the directive so to clarify that member states can employ a reciprocity approach if they so wish.
Welcoming the announcement of the study, Del Blanco says: "International copyright rules and the principle of reciprocal treatment have been applied by many European members states for decades, protecting the rights of artists, creators and labels. The EC's decision to launch a study is a welcome first step. It should be part of an accelerated procedure to fix what the court has flagged as a mistake in the drafting of the original directive".
IMPALA has always welcomed the news. Its Executive Chair, Helen Smith, adds: "This is a vital step in the right direction. The good news is that huge losses can be avoided if reciprocal treatment is reinstated urgently. Now more than ever, European creators are counting on EU legislation to protect their rights. It's very encouraging to see the EC recognise that this is a problem. Moving fast is critical - now is not the time to further impoverish European performers and producers".
Live industry criticises government U-turn on COVID passports and continued lack of cancellation insurance
However, at a press conference yesterday, Prime Minister 'Boris' Johnson said that rising cases of COVID-19, particularly among young people, were a concern. This was true before restrictions were lifted, of course, and the U-turn on venue access requirements within hours of so many COVID rules being axed makes the whole situation more confusing.
"I don't want to have to close nightclubs again as they have elsewhere", said Johnson. "But it does mean nightclubs need to do the socially responsible thing. As we said last week, we do reserve the right to mandate certification at any point if it's necessary to reduce transmission. And I should serve notice now that by the end of September, when all over eighteens have had their chance to be double jabbed, we're planning to make full vaccination the condition of entry to nightclubs and other venues where large crowds gather".
A survey by the Night Time Industries Association last week showed that fewer than 20% of night time businesses intended to check people's COVID status as a condition of entry as they re-opened yesterday. Many said that implementing such a system in just a week - Johnson having only stated that clubs should voluntarily take that approach the previous Monday - was not feasible.
Health Secretary Sajid Javid then said that "if sufficient measures are not [voluntarily] taken to limit infection, the government will consider mandating the NHS COVID Pass in certain venues at a later date". The formal issuing on that mandate - within a week - came rather sooner than anyone expected. Although there will be a two month lead in time.
Commenting on Johnson's announcement yesterday, NTIA CEO Michael Kill said: "So, 'freedom day' for nightclubs lasted around seventeen hours then. The announcement from the Prime Minister that COVID passports will be made mandatory for night clubs in September comes after his Health Secretary said only one week ago that they would not be compulsory. What an absolute shambles".
"Leaving aside the fact that this is yet another chaotic U-turn that will leave night clubs who have been planning for reopening for months [having] to make more changes to the way they operate - this is still a bad idea", he went on. "80% of nightclubs have said they do not want to implement COVID passports, worrying about difficulties with enforcing the system and a reduction in spontaneous consumers, as well as being put at a competitive disadvantage with pubs and bars that aren't subject to the same restrictions and yet provide similar environments".
Finally, he concluded: "The government's own report into vaccine passports found they were more trouble than they're worth - so what could possibly explain the about turn, just as millions across the UK experience their first taste of a night out in a year and a half?"
Meanwhile, CEO of live industry trade body LIVE, Greg Parmley added: "The government has had several different positions on COVID certification in the last six months and we will need to see more detail [about the new proposal] before we can understand the full impact for the live music industry. Many festivals and large venues are already adopting some level of COVID certification, and as responsible event organisers, will continue to do so".
"What we are absolutely clear about, however, is that venues such as small music clubs should not be treated any differently to other similar-sized hospitality businesses such as bars and restaurants when it comes to the need for COVID vaccine certification", he went on.
As well as condemning the confusing merry-go-round that is the British government's ongoing handling of the pandemic, LIVE and the Association Of Independent Festivals have also called on ministers to hold to their previous promise of providing state-backed cancellation insurance now that COVID restrictions have been lifted.
With cancellation insurance unavailable on the commercial market, festival organisers have repeatedly called on the government to put in place a state-backed system in order to allow them to go ahead with planning for this summer.
The government has resisted this, and many events have cancelled as a result, unable to risk the high costs of preparing a festival site with little certainty that their events would be able to go ahead, and with no safety net if new COVID circumstances forced them to halt proceedings at the last minute.
Despite refusing to provide insurance while COVID restrictions were in place, ministers have previously indicated that it would be made available once they were lifted.
In March, culture minister Caroline Dinenage told a culture select committee hearing: "I would much rather be able to make an announcement when I am absolutely certain things can go ahead, or at least in a much better sense of predictability that things can go ahead, than announce an indemnity scheme, [and] give people the confidence in order to pull the rug out from underneath them again".
Culture Secretary Oliver Dowden has also spoken about the possibility of providing insurance once restrictions are lifted, saying in Parliament earlier this month: "I very much understand the industry's desire for insurance, and I have engaged with it ... [Once restrictions are lifted], if there is a market failure, namely that the commercial insurance providers cannot insure for that, we will look at whether we can extend insurance with some sort of government-backed scheme. We are engaging extensively with the Treasury and other government departments to see what that might look like".
However, all talk of insurance in political circles has since subsided, and no announcement of a government-backed scheme formed part of yesterday's restriction-lifting.
In another statement on behalf of LIVE yesterday, Parmley said: "The lifting of restrictions today is bittersweet for the live music sector who are currently putting on events in the face of huge financial losses and even bankruptcy, without insurance".
"The government has repeatedly promised it would step in and the UK is now one of just a handful of countries across Europe not to act", he added. "If it wants to avoid a summer of silence, they need to fill the gap in the market and provide the insurance to make these events financially viable - and fast".
Paul Reed, CEO of the Association Of Independent Festivals, added: "Insurance remains the key obstacle to being able to plan with confidence and festival organisers are now hugely exposed, with their entire businesses on the line and the average cost of staging a festival exceeding £6 million".
"The sector has provided every shred of data and evidence government has requested to support the case for insurance, and the Secretary Of State has repeatedly and publicly committed to act [once restrictions lifted]", he continued. "Over half of UK festivals are now cancelled because of this, there is still no commercial solution, and it requires urgent intervention".
Of course, Dinenage's comments that a decision about insurance would be announced when she was "absolutely certain things can go ahead" may prove the key get out. As yesterday's announcement about COVID passports in nightclubs shows, it's still very hard to be certain about anything. Also, that's not really how insurance works.
Iron Maiden announce new album, Senjutsu
"We’re all really excited about this album", says vocalist Bruce Dickinson. "We recorded it back in early 2019 during a break in the 'Legacy' tour so we could maximise our touring yet still have a long set up period before release to prepare great album art and something special as a video. Of course the pandemic delayed things more - so much for the best laid plans - or should that be 'strategies'?!"
"The songs are very varied, and some of them are quite long", he adds. "There's also one or two songs which sound pretty different to our usual style, and I think Maiden fans will be surprised - in a good way, I hope!"
The band recorded at Guillaume Tell Studio in Paris. Guitarist and co-producer Steve Harris explains: "The place has such a relaxed vibe. The setup there is perfect for our needs; the building used to be a cinema and has a really high ceiling so there’s a great acoustic sound. We recorded this album in the same way we did 'The Book Of Souls', in that we'd write a song, rehearse it and then put it down together straight away while it was all fresh in our minds".
"There's some very complex songs on this album which took a lot of hard work to get them exactly as we wanted them to sound", he goes on. "So the process was at times very challenging, but Kevin is great at capturing the essence of the band and I think it was worth the effort! I'm very proud of the result and can't wait for fans to hear it".
'Senjutsu' will be out on 3 Sep. Here's the video for new single 'The Writing On The Wall'.
Global venue company Oak View Group has signed a long-term deal to put Live Nation's Ticketmaster in charge of ticketing for six of its venues: UBS Arena (New York), Climate Pledge Arena (Seattle), Moody Center (Austin), Coachella Valley Arena (Palm Desert), Savannah Arena, and the yet to open Co-op Live in Manchester. "I've had a long relationship with Ticketmaster", says Oak View CEO Tim Leiweke. "When we're betting $4 billion on these buildings, I'm going to bet it on somebody I completely trust - somebody that knows how to open buildings better than anyone in the world. I choose Ticketmaster because I'm going to be with them for the next 35 years because I trust them".
BMG is expanding its partnership with US collecting society SESAC on digital licensing into Southeast Asia, Australia and New Zealand. BMG already works with SESAC - and its MINT joint venture with Swiss society SUISA - on directly licensing its Anglo-American repertoire to digital services in India, and that alliance will now expand into the aforementioned new markets. In Europe, BMG has a similar partnership with German society GEMA via their joint licensing vehicle ARESA.
Kobalt has signed Ovy On The Drums to a new global publishing deal. "We are THRILLED to extend our relationship with Ovy On The Drums and hope to have him in the Kobalt family for years to come", says President of Kobalt Music Latin America, Nestor Casonu. "I personally feel very proud to have had the opportunity to witness Ovy's impressive talent and trajectory not only as a producer but also as a songwriter and artist whose success continues to unfold".
Universal Music's Republic label in the US has promoted Kevin Lipson to EVP of Global Commerce And Digital Strategy. "I want our artists to feel unconditionally supported as they hopefully affect the world in a positive way", he says. "Our roster is extremely diverse, not only in sound and genre, but also in message and in thought. We're here to amplify that. It's really an honour to be a part of Republic's legacy".
LABELS & PUBLISHERS
Music publisher trade group IMPF and digital licensing agency IMPEL are set to jointly publish a Digital Licensing Handbook this Thursday, which will be available exclusively to the independent publisher members of the two organisations. Written by former CEO of MPA UK, MCPS and IMPEL, Jane Dyball, it will offer real world insights and advice around every stage of the digital licensing process.
Kanye West has announced what is being billed as a "Donda Listening Event" this Thursday. So maybe he really is releasing a new album this week. Because it's Kanye West, obviously this listening party is taking place in a stadium.
Swedish House Mafia have released another new single, 'Lifetime', featuring Ty Dolla $ign and 070 Shake.
The War On Drugs will release new album 'I Don't Live Here Anymore' on 29 Oct. Here's first single, 'Living Proof'. The band will also tour the UK in April 2022.
Matthew E White has released new single 'Electric'. "I wrote this song after listening to 'Me, My Baby And My Cadillac' by Sleepy Brown", he says. "I wanted to write something so intentionally direct like that".
Asbørn has released new single 'Remember My Name'. "The lyrics have a double meaning to me", he says. "'You're gonna remember my name, the boy that got away' could be sung to an old lover, yes. But it could also be directed towards the people who don't believe in you".
Check out our weekly Spotify playlist of new music featured in the CMU Daily - updated every Friday.
Ed Sheeran to play HMV centenary show for 700 fans at new Coventry venue
This all makes sense, of course, because Sheeran has definitely shopped in HMV before. I bet he even has an HMV carrier bag stuffed in the back of some drawer somewhere. The musician himself explains: "HMV is a store that I spent a lot of time in growing up and a place where I discovered lots of new music, so I'm looking forward to celebrating this milestone with them".
The show will take place in Coventry's new HMV Empire venue, marking its long-delayed opening, that delay being the fault of the good old pandemic, of course. The relocated Empire venue now includes HMV in its name thanks to a three year partnership deal announced earlier this year.
Given the retailer's somewhat rocky experience in the live music business in the past - the original HMV Group actually ran some venues for a time in the years before its collapse in 2013 - you might wonder if having another go is a good idea. But, hey, it's only a naming rights deal with a single venue this time. And if bags Ed Sheeran for the grand opening of that venue, you can't really argue with that.
HMV's Managing Director Phil Halliday says: "We're THRILLED that live music is back with a bang with the amazing Ed Sheeran at our 100th birthday concert. HMV has a rich heritage in welcoming the world's biggest music acts to perform intimate gigs in-store or on stage, as well as helping grassroots bands in their local communities discover new audiences. The relationship between music retail and live gigs is vital in maintaining the health of the industry as a whole, and as the UK emerges from lockdown we're looking forward to even more exciting events this year".
The Empire's co-owners Phil Rooney and Dave Brayley add: "To have Ed Sheeran - one of the world's biggest artists - not only coming to Coventry but performing in our new venue, the HMV Empire, is simply mind-blowing".
The show will take place on 25 Aug, with tickets being given out in pairs via a lottery. For a chance to attend, go here.