I Wanna Dance with Somebody, a biographical film about the life of late singer
will be released in December by Sony Pictures. Music streaming of Houston’s 1987 single “I
with Somebody (Who Loves Me)” is likely to spike soon after on services such as Spotify and Apple Music.
A benefactor of that uptick will be Primary Wave Music, a New York-based independent music company that in 2019 acquired 50% of Houston’s estate, including a stake in the singer’s royalty streams from her songs and master recordings and profit-sharing in her films, such as 1992’s The Bodyguard.
In return for the cash flow, Primary Wave is acting as a manager, publicity representative, and brand builder for the “icons and legends” it represents—such as the late musicians
and Prince, and living acts Smokey Robinson,
says founder and CEO
The company’s goal is to boost revenue for these artists, including for songs that long ago topped the charts. “Anybody can collect a dollar. Not everybody can turn $1 of revenue into $3—that’s what differentiates us,” Mestel says.
Several music companies and specialist investment firms, including Hipgnosis Songs Fund, Round Hill Music, and Lyric Capital Group, and newer additions Seeker Music and HarbourView Equity Partners, have been scooping up music rights from the likes of
and Shakira at a fast clip over the past three years. Music giants Universal Music Group, Sony Group, and Warner Music Group, among other labels and publishers, also are buyers.
Catalog deals confirmed by London-based MIDiA Research totaled $5.3 billion in 2021, up from less than $370 million in 2019. As of May, an additional $700 million in deals were struck, according to an industry report by Goldman Sachs Group released in June.
Musicians and songwriters have been motivated to sell rights to future cash flows from their work in response to losing tour income during the pandemic, Goldman said. Tax considerations have been another motivator for U.S. artists. [See sidebar below.]
Buyers have been driving these sales because of the rise of paid music streaming, which makes it easier for consumers to discover songs and for investors to analyze past and future trends, including cash flows, Goldman said. The record-label share of paid streaming became an approximately $12 billion market last year, up from about $2 billion in 2015, Goldman said, citing data from London industry group IFPI.
Catalog acquirers are also driven by the promise of boosting revenue for songs by pairing them with advertising or film—known as “sync” deals—or by using songs in newer media, says
an award-winning songwriter and founder of Seeker Music. “There’s all these different approaches to improving catalogs and reintroducing them to people who are already fans in new ways and to a whole new generation who never heard the music before,” says Bogart, who’s penned songs for Beyoncé and Rihanna.
From the Past to the Future
For the Houston family, Primary Wave so far has acted as a producer on I Wanna Dance, guided creation of a Whitney Houston collection of M.A.C. Cosmetics, and assisted in the sale of a nonfungible token of an unreleased recording the singer made when she was 17. The NFT sold for $1 million in December, raising money for the Whitney E. Houston Foundation.
“Primary Wave bridges the legacy to keep it moving and relevant,” says
Whitney’s sister-in-law and executor of her estate, whose connections with Mestel stretch back to his years as an executive at Arista Records. “It’s all about dignity and integrity—they are all over it and I appreciate it.”
How $1 can be turned into $3 was clear a year after Bohemian Rhapsody—the biographical film about Queen—was released in October 2018. Suddenly the band’s Greatest Hits album climbed to the Billboard Top 30 from a spot outside the top 200 in 2017, Goldman’s report said. The movie also lifted royalties for Queen’s music catalog by three times.
Banking on future streaming revenue can potentially backfire. The $1.42 billion Hipgnosis Songs Fund, one of two music royalty funds that trade on the London Stock Exchange, was said to have taken a hit after
left Spotify because the platform continued to distribute
podcast despite backlash for spreading Covid-19 misinformation. Hipgnosis bought 50% of Young’s global copyrights and income interests for about $150 million in January 2021, according to the Goldman report.
Industry factors aside, music catalog sales have also exploded because interest rates were so low for years. The low rates made it inexpensive for private-equity firms and music companies to borrow to buy catalogs. The easy financing helped push costs for buying music from a historical 8 to 12 times cash flow to 18 to 20 times, Goldman said.
Low rates also helped because companies evaluate catalogs—considered long-duration assets—according to a discounted cash flow model to get the present value of projected future cash flows. The calculation to determine that depends on the weighted average cost of capital and debt, which are sensitive to interest rates. The increase in rates is among factors affecting the performance of share prices for music companies such as Universal and Sony.
Rising rates also may make music royalty funds less attractive to investors. These funds typically offer dividend yields, which have been one of the few ways investors could find to clip a coupon. The prospective dividend yield for Hipgnosis Songs Fund as of March was 4.4%, for example, according to a Stifel Financial report. Private-equity funds may offer higher yields, and certainly did when rates were lower.
“That has been higher than what you could get in other areas of fixed income,” says
a managing director at Eaton Partners, a Stifel Financial company that connects institutional investors—including family offices and wealthy individuals—with private-market funds.
Differing Investment Strategies
In the music royalty business, Eaton has focused on the “middle market,” musicians and songwriters who may not be superstars, but who have steady long-term followings, Martenson says.
In March 2019, Eaton worked with Lyric Capital Group, a New York private- equity firm focused on middle-market music royalties, to secure $350 million in financing. Those funds allowed Lyric to recapitalize the portfolio of its Spirit Music Group, a New York music publisher founded in 1995 that owns or manages more than 75,000 songs from artists ranging from writer and producer
to bigger stars such as Tim McGraw and Usher.
The arrangement gives Eaton’s investors access to experts in the music industry, who can leverage their long-term relationships and understanding of the business to make catalog deals and oversee the royalty rights once they have been purchased, Martenson says.
“Otherwise, if not, you and I will step in and say, ‘Hey it’s the Beatles, let’s pay up for it!,’” he says. “We are probably not going to get the value out of it that we should unless we have someone who can help us operationally with it.”
When private-equity vehicles buy music catalogs they are expecting to get a revenue stream that will create an internal rate of return of about 15% for its limited partners, Martenson says. Investors will expect higher returns for riskier catalogs, which generally are those that include younger artists whose longevity hasn’t been tested yet.
The advantage of buying catalogs of middle-market artists is that future income streams from their music is predictable yet not as pricey as those of superstar musicians, Martenson says. Catalogs of middle-market artists cost a more modest 10 to 14 times net revenue.
“When you do the math, your return expectations are a bit compressed” for the superstars, Martenson says. “If you can come down a little bit, that could be a nice middle-market return.”
Individual investors can take part in this surge of catalog buying indirectly through buying shares in big music companies, such as Universal Music Group or Sony Group, or in independent digital players such as Paris-based Believe Music, or with streaming platforms such as Spotify.
For a direct play, investors can turn to Hipgnosis Songs Fund and Round Hill Music Fund, the public vehicles that trade on the London exchange. Wealthy investors and family offices also may be able to get access to catalog deals via private-equity funds focused on music royalties such as Primary Wave and Lyric Capital. A relatively new entrant is HarbourView Equity Partners, a private-equity firm focused on music and entertainment assets, launched last year by Sherrese
founder and former CEO of Tempo Music Investments.
HarbourView has a $1 billion backing from private-equity firm Apollo Global Management, and has since acquired the catalog rights for “Despacito” writer and singer
and songwriters and producers
known as Dre & Vidal, among at least 33 others.
Unlike Primary Wave, HarbourView’s music royalty strategy is to “underwrite to what is organic to the catalog themselves,” and not to act as a music operator. Instead, the firm will partner with the music label or publisher as “a more efficient way to drive value,” Clarke Soares says. The firm is also “agnostic” when it comes to musical genres, she says. “A lot of platforms lean on instinct and personal taste and we don’t.” Instead, HarbourView analyzes song data to uncover music that should continue to find a broad audience, she says. “What that has led us to is great investments in a pretty diverse catalog.”
Available private-equity strategies can look different depending on how each firm chooses to structure investment vehicles. Some may aggregate several music catalogs in hopes of selling them at a higher price than they paid, either because the catalogs are trading for higher multiples of cash flow at that time or cash flow rates have increased since the initial purchase, says
a director at Cresset Private Capital with Cresset Partners in Chicago.
Also, if a fund buys 20 catalogs each valued at $5 million and sells the resulting $100 million catalog, “that should produce a higher multiple, because it’s a broader and bigger and more diversified set of underlying set of cash flows,” Stein says.
Cresset is working with Open On Sunday, or OOS, from Atlanta, a specialty-finance and music royalty group that connects with individuals “who worked on major projects with big artists and are entitled to a smaller percentage of royalty rights,” according to Cresset. The firm’s clients can invest in a vehicle and in return get access to ownership and cash flow coming off the catalogs of these artists.
“It’s pretty unique,” Stein says. “The overall intention is to create long-term value by aggregating smaller catalogs into a larger, more diversified portfolio with scale and growing cash flow to investors.” Stein doesn’t expect rising rates to create a big drop in catalog deals because predictions for music streaming growth continue to be strong, and valuations of these catalogs are primarily driven by growth prospects. “You have these stable, profitable assets in an industry that’s growing like crazy and each year beats expectations—that will keep prices fairly high,” he says.
Also, as Stein and many others in the market point out, music and entertainment revenue generally is untethered from the broader economy and markets. Even in periods of stress in the U.S. or globally, consumers stream music and go to shows as a relatively low-cost distraction and a “way to engage with their family that feels like a durable, not a discretionary item,” Clarke Soares says. “It’s truly noncorrelated to the market. Especially as we head into this period of volatility and uncertainty as it relates to supply chains, raw materials, recessionary risk, inflationary risk, etcetera. We are bullish on owning this asset class right now.”
The flurry of catalog deals, however, is apparently easing as rising rates and the prospects of a recession make buyers more selective. Goldman, for one, expects the number of deals to slow, but still forecasts gross revenue from music streaming—both paid and ad-supported—to rise from an estimated $37.8 billion in 2022 to $89.3 billion by 2030. Total music market earnings globally are expected to rise from a gross revenue estimate of $87.6 billion in 2022 to $153 billion by 2030, the firm said.
Mestel says Primary Wave continues to have a “robust pipeline because of our offering.” This year, the firm announced it purchased
share of the short-lived Traveling Wilburys supergroup, in addition to music rights from the estates of
of grunge group Alice in Chains and the music publishing catalog of
of The Strokes.
“Everyone who ever had a relationship in the music business believes they can raise money and buy these assets,” Mestel says. Problems arise when they pay high multiples for brand new music that hasn’t proved its staying power. Earnings streams for these assets can only go down, he says.
“I’m buying music that’s 30 and 40 years old,” Mestel says. “I put marketing effort in it, I create new content, and earnings streams go up.”
What Are Musical Artists Selling Exactly?
Stars big and small sell royalties from recordings and songwriting
Music rights sales from artists such as Bob Dylan and Bruce Springsteen make headlines. But what exactly are they selling? Songs are created with two copyrights—one for the master recording, which is often owned by a record label, and one for the song publishing. Recording artists can get a share of royalties from the master recordings, and song publishing rights are often split between the writers and publishing companies.
Dylan sold the publishing rights of his songwriting catalog for about $400 million to Universal Music Group in December 2020, according to the trade publication Music Business Worldwide. In July 2021, Sony Music Group bought his master recordings for at least $150 million. Springsteen, meanwhile, sold both the master recordings and publishing rights to his entire catalog to Sony for a reported $550 million in 2021, MBW said.
Other big catalog sales of recent years
Tim McGraw 2020
Sold: A number of master recordings
Deal value: Undisclosed
Acquirer: Spirit Music Group
Stevie Nicks 2020
Sold: 80% stake in publishing catalog
Deal value: Around $80 million
Acquirer: Primary Wave Music
Ryan Tedder 2021
Sold: Majority stake in publishing rights for songs written after 2015 for other artists and a majority stake in songs written for the pop band OneRepublic
Deal value: $200 million
Acquirer: KKR & Co.
Sold: 100% of music publishing rights, including writer’s shares
Deal value: Undisclosed
Acquirer: Hipgnosis Songs Fund
Paul Simon 2021
Sold: Entire song publishing catalog
Deal value: Around $250 million
Acquirer: Sony Music Group
Luis Fonsi 2022
Sold: Publishing catalog
Deal value: $100 million (reports)
Acquirer: HarbourView Equity Partners
Sold: Publishing rights to full catalog
Deal value: $300 million
Acquirer: Universal Music Group
Justin Timberlake 2022
Sold: Full control over Timberlake’s
interest in 200 songs he wrote or co-wrote
Deal value: More than $100 million
Acquirer: Hipgnosis Songs Capital Fund
Sources: “Music in the Air” Report, Goldman Sachs Group; Music Business Worldwide
A previous version of this article incorrectly refers to Smokey Robinson.
This article appears in the September 2022 issue of Penta magazine.