Thu. Jun 20th, 2024

How Asset-Backed Securities Are Changing the Music Catalog Market

By Michael Jun 5, 2024

This July, roughly six years after the debut of Hipgnosis Songs Fund (HSF) on the London Stock Exchange, the relatively short-lived experiment of publicly traded catalog funds — also known as investment trusts — will likely end. Global investment giant Blackstone is expected to win over at least three-quarters of HSF’s shareholders with its $1.58 billion offer to buy the 65,000-song catalog.

The only other listed fund, Round Hill Music Royalty Fund, was taken private in November when Concord acquired it for $468 million. But though their runs were short, these funds transformed how the investment world sees music. Hipgnosis founder Merck Mercuriadis led the charge to convince institutional investors of the stable, noncyclical nature of song rights, and they poured billions into the asset class, bid up the prices of song catalogs to unprecedented heights and fueled a frenzy for acquisitions, which meant creators got more money than ever for selling the rights to their work.

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Investments in music royalties keep thriving in the private market — where the Hipgnosis and Round Hill funds continue to do business — but the money is now flowing to asset-backed securities, the same financial vehicle used to create “Bowie bonds” in the 1990s. In the past two years, Concord, Kobalt, HarbourView Equity Partners, Chord Music Partners and others have raised $3.3 billion using securitizations, and music intellectual property investors say money of that magnitude will help keep catalog prices and multiples near record-high levels.

Despite the game-changing effect that the Hipgnosis and Round Hill funds had on the music business, they faced a number of stumbling blocks. For one, investors “misunderstood” the way that music copyright grants administrative control to the owner, Round Hill co-founder Josh Gruss says. This was borne out by the due diligence report HSF released in March, which indicated investors didn’t comprehend the rights HSF had acquired or the lack of control it had over much of its portfolio.

But interest rates may have been the death knell. When rates were low, HSF and Round Hill offered attractive returns for an acceptable level of risk, but when rates began rising, the funds’ dividends weren’t nearly as attractive. By the end of 2022, the Bank of England’s official bank rate rose to 3.5%, which put downward pressure on HSF’s share price because the risk-free rate wasn’t far from the fund’s dividend. Round Hill was similarly affected. “If you can put your money in the bank and earn 4.5%,” Gruss says, “Round Hill should not [pay investors] 4.5%.”

HSF had other problems, too, including sizable debt and the lasting pall cast by a Sept. 7, 2022, Financial Times article that described HSF’s stalled growth as interest rates rose and a subdued share price that left the fund unable to sell additional shares to fund catalog acquisitions. “If the [Financial Times] thinks it’s a problem, it’s likely going to be a problem,” says Philipp Saure of ContourMusik, a firm that specializes in private securitizations of music assets.

Had HSF been founded today, it may have put more focus on asset-backed securitizations. First deployed in the music business by David Bowie in 1997 to raise $55 million from his recorded music catalog, they allow companies that own music rights to sell debt, using music royalties as collateral.

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The size of recent ABS deals dwarfs the money raised by Bowie bonds. In 2022, Concord brokered a $1.8 billion securitization, and Chord, a venture of KKR Credit Advisors and Dundee Partners, did one for $733 million. Hipgnosis Song Management, a different Hipgnosis company that advises HSF, also raised $222 million through an ABS that year. In 2024, HarbourView and Kobalt put together $500 million and $267 million ABS deals, respectively, and sources say that far more unpublicized securitizations have closed in recent years.

While both the ABS and investment trust models let investors buy into recorded music and publishing royalties, there are key differences between the two. ABS debt is purchased by institutional investors such as pension funds and insurance companies with time horizons that match the long durations of music assets. “They’re not as impatient [as retail investors],” Saure says, “so you don’t have this ‘trial in the court of public opinion’ element.”

Institutional investors’ need for a specific rate of return is an approach that works well with established music catalogs that consistently generate cash. Shares in Universal Music Group or Warner Music Group are “speculative” investments that could lose money or produce double-digit gains, says a bank source, who adds that “public investors are growth investors, not just cash flow investors” who seek a steady return. In contrast, ABS investors know exactly what to expect over a specific period.

ABS deals are complex and involve ongoing administration and generally high costs, but they can be worth the effort. “Each structure has its pros and cons, and each is better-suited to varying market conditions,” Reservoir Media CEO Golnar Khosrowshahi says. “Securitization today is attractive because it lowers [the] cost of capital in this interest rate environment.”

Concord CFO Kent Hoskins says he prefers the flexibility of securitizations over traditional debt: “We’ve very much liked the capital structure that allowed us to relatively easily draw new debt for new acquisitions.” An ABS creates a trust that manages a collection of assets that acts as collateral for investors. If Concord is within its covenants, such as a specific loan-to-value ratio — the size of a loan compared with the value of an asset purchased with the loan — he explains, the company can get more debt out of a catalog’s particular value. Term loans are more restrictive, he adds, and give the borrower a lower loan-to-value ratio. Concord did an ABS deal in 2022 with what Hoskins calls a “relatively low” loan-to-value ratio in the “low 40s” compared with ABS deals that he says have gone as high as 65%. That buffer allowed the music company to do another issuance in 2023 for $500 million, which funded its $468 million acquisition of the Round Hill Music Royalty Fund in November.

Music may be a recession-proof, stable commodity, but well-diversified ABS deals aren’t without their risks. One source points to artificial intelligence as a factor that could jeopardize stable cash flows if it causes a major economic shift like pirated music did in the early 2000s.

In general, though, institutional investors see music as a safe asset class over time. “There has been strong demand for every music ABS deal we have done,” the same source says. “As some of the retail money is walking away,” Saure adds, “institutions are becoming more confident.”

By Michael

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