Hipgnosis Song Management Fires Back at Songs Fund Board: ‘Will Vigorously Protect [Our] Interests’

Hipgnosis Song Management (HSM), the investment advisor for the troubled music royalty fund Hipgnosis Songs Fund that has come under scrutiny for its handling of accounting issues, released a statement Monday (April 22) saying it has “repeatedly been blamed for many issues affecting the [Songs Fund] which were not HSM’s responsibility” and that it “will vigorously protect its interests should the [Songs Fund board] purport to terminate” it as investment advisor.

The statement comes after a wave of headlines in the past month dating back to the March 28 release of a report by Shot Tower Capital which alleged that HSM, as investment advisor for Hipgnosis Songs Fund — which owns full or partial rights to song catalogs from the Red Hot Chili Peppers, Shakira and Neil Young, among others — overstated its revenues, the scope of its assets and its earnings in disclosures to investors and regulators. That followed a vote last October in which shareholders first rejected a proposed sale of some of the fund’s song catalog and a subsequent vote of no to continuation — the equivalent of a vote of no confidence — in the fund’s previous board and its investment advisor HSM, prompting the formation of a new board with a new chairman, Rob Naylor. (Merck Mercuriadis, the founder of the fund, moved from CEO of HSM to chairman in February.)

In the past few days, two potential takeover bids have been submitted to the board of Hipgnosis Songs Fund: one from Concord at $1.4 billion and the other from Blackstone, which is the majority owner of HSM, at $1.5 billion. The initial Concord bid suggested that the publishing company would take over management of the fund’s catalog from HSM, which would require 12 months’ written notice; a fee equal to one year of services; and, at the end of that year, allowing HSM to exercise a call option to buy the portfolio’s assets by outbidding any competing offer, according to previous filings.

In the new statement, HSM indicates that it would exercise that call option if it becomes necessary.

“Based on extensive legal advice we are confident that the [Songs Fund] has no legal grounds to terminate our relationship without being subject to HSM’s contractual rights contained in the [investment advisory agreement, or IAA],” Hipgnosis Songs Management’s statement reads. “HSM has explained this in detailed legal correspondence with the [fund]. The [fund] has not responded to HSM on the legal arguments it has presented.

“HSM will vigorously protect its interests should the [fund] purport to terminate the IAA,” the statement continues. “We will use all means necessary to defend our contractual position and interests. It is important that shareholders, songwriters and artists understand that HSM has acted appropriately and professionally in our role as Investment Advisor and fully in accordance with the IAA.

“To be clear, were the [fund] to purport to terminate the IAA and/or hand HSM’s responsibilities under the IAA to a third party, HSM and its majority shareholder are fully resolved to protect all of our rights under the IAA, including the right to exercise the call option to acquire the [fund]’s assets.”

Earlier today, the board of Hipgnosis Songs Fund said that, were Blackstone to officially file its $1.5 billion bid to take over the company, it would support that option over the Concord bid from last week. And given Blackstone’s majority ownership of HSM, it would presumably follow that HSM would then continue in its role as investment advisor, meaning HSM would not have to exercise its call option in the end. The Blackstone bid is effectively the same as the call option.

Further bids may still arise as the situation continues to unfold. The next step would be a June 10 meeting in which shareholders would vote on approval of any bid that formally comes in.