After a disastrous couple months, Hipgnosis Songs Fund (HSF) has agreed to a $1.402 billion takeover from rival Concord Chorus.
In a statement issued early Thursday to the London Stock Exchange, the deal values each Hipgnosis share at £0.93, a premium of roughly one third the royalty fund’s price at the close of trading on Wednesday.
HSF has been in the doghouse since a failed investors continuation resolution in October 2023, and a partial catalog sale — effectively a vote of no confidence in both the previous board and the investment advisor, Hipgnosis Song Management.
Matters took another turn last month when HSF, which has amassed a catalog that includes stakes in songs by Neil Young, Justin Bieber, Journey, Lindsey Buckingham, Blondie, Justin Timberlake and many other artists and writers, cut the value of its portfolio by more than a quarter and told investors that it does not intend to recommence paying dividends “for the foreseeable future” as it focuses on paying down debts.
Compiled by the board’s lead independent adviser, Shot Tower Capital, the report found that Hipgnosis Song Management, run by Hipgnosis founder and music manager Merck Mercuriadis, materially overstated the fund’s revenue and earnings before interest, taxes, depreciation and amortization (EBITDA) and supported catalog acquisitions with financial analysis that failed to meet “music industry standards.”
HSF itself overstated the scope of its music assets, the report noted, in disclosures to investors and regulators. And in a pitch last September to investors to sell some 29 catalogs to a sister Hipgnosis company, the fund included a better-than-could-be-expected post-deal valuation, the report found.
Following completion of the acquisition and a short transition period, reads a statement to the London Stock Exchange, it is expected that Concord will take over the management of Hipgnosis’ assets.
“We are pleased to be announcing this offer for Hipgnosis, which has been unanimously recommended by its board and has the support of 29.38 per cent. of their shareholders,” comments Bob Valentine, CEO of Concord. “We believe we are offering a fair price for Hipgnosis’ catalogues and music assets, giving its shareholders the opportunity to realize their investment at a significant premium to the prevailing share price in cash.”
