Hipgnosis Songs Fund Limited

Company type	Private
Traded as	LSE: SONG
Industry	Music publishing, IP investments
Founded	2018 in London
Founder	Merck Mercuriadis
Headquarters	London, England
Area served	Worldwide
Key people	Robert Naylor (Chair)
Revenue	US$147.2 million (2023)[1]
Operating income	US$(86.6) million (2023)[1]
Net income	US$(89.6) million (2023)[1]
Owner	Blackstone Inc.
Website	hipgnosissongs.com

Hipgnosis Songs Fund Limited is a British Guernsey-registered music IP investment and song management company founded by Merck Mercuriadis and Nile Rodgers in 2018. Focused on songs and associated musical intellectual property rights, it was founded on the premise that hit songs are long-term predictable assets unaffected by economic cycles that will increase in value as the worldwide music streaming market grows.^[2] In addition to acquiring songs and songwriter catalogues, the company manages the playlist, cover, interpolation, and synchronization revenues of its IP.^[3][4]

Hipgnosis Songs Fund has raised £1.052 billion to fund acquisitions since it was established in 2018.^[5][6] At the close of its first full year as a publicly traded company, its catalogue contained more than 5,000 songs; of those approximately 2,000 had been No. 1 hits somewhere in the world, and 4,000 had reached the Top 10.^[7] Five songs that are co-owned by HSF appeared in the Top 10 on the Billboard Hot 100 of the decade chart.^[8] In July 2020, it was reported that the Hipgnosis music rights portfolio, consisting of approximately 13,300 songs, had been independently valued at more than £760 million.^[9][10] As of January 2021, Hipgnosis owned or partially owned more than 57,000 songs.^[11] By December 2021, its catalogue had grown to 65,000 songs worth $2.55 billion.^[12]

Hipgnosis Songs Fund was listed on the main market of the London Stock Exchange in July 2018 and transferred to the premium segment of the main market in November 2019. It was a constituent of the FTSE 250 Index since March 2020 before being taken private by Blackstone Inc. in July 2024.^[13][14]

Hipgnosis Songs Fund was founded by Merck Mercuriadis, who has managed artists including Elton John, Iron Maiden, Morrissey, Beyoncé, and Nile Rodgers. Mercuriadis stated in a February 2019 interview: "Nile [Rodgers] and I, one day, just started riffing off of these ideas of how do we change this system, how do we change what’s going on today where the songwriter–who provides the most important component in an artist having success–is the lowest person on the totem pole?" ^[15] Mercuriadis believed that a rights and song management company with substantial assets could change the existing economics of publishing for songwriters, and in 2018 building capital by offering investors pure-play exposure to songs and associated musical intellectual property rights in place, HSF was formally founded.^[16] The company was named after Hipgnosis, the art and design group founded by Storm Thorgerson and Aubrey Powell.^[17] The Family (Music) Limited, an advisory board which included Mercuriadis, Rodgers, Starrah, The-Dream, David A. Stewart, Nick Jarjour, Bill Leibowitz, and Ian Montone was established in 2018. Rodney Jerkins joined the advisory board in July 2020.^[18]

Hipgnosis Songs Fund went public in July 2018; an earlier plan to float the company in the UK had been postponed to conduct further due diligence.^[19] Its prospectus said that there was a "unique market opportunity as technology disruption is changing the way music is consumed."^[20] At its July 10, 2018 launch on the British Stock Exchange, HSF raised £202m, well over its goal. Trading as SONG, it was one of two investment trust IPOs that were oversubscribed that year.^[21] After it was listed the company reported that it had acquired a 75 percent interest in its first music rights catalog from musician The-Dream for £18.83 million. Among other hits, the 302-song collection included Justin Bieber's "Baby", Rihanna's "Umbrella" and Beyonce's "Single Ladies (Put a Ring on It)".^[22]

By the end of 2018, Hipgnosis acquired the Poo Bear catalogue of 214 songs, including Justin Bieber's "What Do You Mean?" and the English language version of "Despacito"; a 37.5% stake in Chic co-founder Bernard Edwards' catalogue, which comprised 290 songs including "Everybody Dance", "Le Freak," "I Want Your Love" and "Good Times"; the 121-song catalogue of TMS, including "Don't Be So Hard On Yourself" for Jess Glynne, and "Wings" and "DNA" for Little Mix; and the 121-song catalogue of Tricky Stewart, who co-wrote many of The-Dream's hit songs, including "Me Against the Music" (by Britney Spears and Madonna), and Mariah Carey's "Touch My Body."^[23]

Prior to a second raise of £146.5 million in April 2019, Hipgnosis acquired the 182-song catalogue of Giorgio Tuinfort, including more than 15 UK Top 10 singles with David Guetta; Itaal Shur (209 songs, including "Smooth"), the 249-song catalogue of Johnta Austin, ("We Belong Together" by Mariah Carey, "Be Without You" by Mary J Blige); 588 songs by Sean Garrett, including "Yeah", Ciara's "Goodies, and "Check on It by Beyoncé; and the 245 song catalogue of Rico Love, including ""Without You" by David Guetta.^[23][24] In October 2019, the company acquired Timbaland's catalogue, which included all six albums by Missy Elliott, and the five Justin Timberlake albums that Timbaland produced.^[25] The catalogue consists of 108 albums and songs with collective sales in excess of 32 million.^[26] Five songs co-owned by Hipgnosis appeared in the Top 10 on Billboard's Hot 100 of the decade chart. (The Chainsmokers ft. Halsey's "Closer", "Uptown Funk" by Mark Ronson, "Shape of You" by Ed Sheeran, Maroon 5 ft. Cardi B, "Girls Like You", and "Despacito" by Luis Fonsi & Daddy Yankee ft. Justin Bieber).^[27] In December 2019, Hipgnosis added the first four studio albums by Kaiser Chiefs,^[28] and the songwriting catalogue of Jack Antonoff to its repertoire.^[29]

Hipgnosis raised £49.9 million in August 2019, and an additional £233.7 million in October,^[30] bringing its "acquisition warchest" to nearly £650 million. As of October 2019, HSF holdings included more than 6000 songs, with hits from every decade since the 1950s, valued at £1.2 billion.^[6] In November 2019 the company was admitted to the London Stock Exchange Premium Segment of the Official List on the completion of four equity fundraises since its launch in June 2018.^[31]

In January 2020, former blink-182 guitarist Tom DeLonge sold his publishing rights to Hipgnosis.^[32] In April 2020 the company acquired 70% of Mark Ronson's catalogue.^[33][34]

On 2 July 2020, to fund new investments to build a "pipeline of catalogs with an acquisition value of over £1bn," Hipgnosis announced that it planned to raise an additional £200 million through issuing a new tranche of class C shares. On July 7, following the release of its FY2020 annual report—which disclosed that Hipgnosis had generated £65.661 million in revenue during its 2020 fiscal year—the company's market capitalisation hit an all-time high of nearly £1 billion.^[35][36]

Hipgnosis exceeded its July 2020 fundraising goal of £200 million after its new share placing was oversubscribed. The company raised £236.4 million, its largest equity amount, bringing Hipgnosis' total to more than £862 million.^[37] It subsequently acquired the catalogs of Jerkins, RedOne, and Barry Manilow,^[38][39][9] bringing its portfolio to approximately 13,300 songs.^[35]

In August 2020, Hipgnosis's market capitalisation exceeded £1 bn.^[40] In September 2020, the company acquired the American music publisher Big Deal Music, adding 4,400 copyrights to the company's portfolio. Big Deal was renamed Hipgnosis Songs Group.^[41] Later that month Hipgnosis announced that it would issue a new tranche of ordinary shares to raise £190 million, saying that the capital would be used to acquire 50 catalogues that it had identified and exclusively secured. The target of £190 million was reached in 72 hours, raising the fund's total to £1,052 bn, £392m of which was raised in two months.^[5]

Hipgnosis Songs Fund acquired 100% of the 162-song LA Reid catalogue in October 2020. Reid also joined the Hipgnosis advisory board.^[42]

In November 2020, Hipgnosis acquired 42 catalogues from Kobalt Music Group, comprising 1,500 songwriters and 33,000 songs, for $322.9 million. The acquired catalogues had been owned by Kobalt Capital's first fund, including Nettwerk, 50 Cent, Skrillex, The B-52s, Enrique Iglesias, and Steve Winwood. Kobalt, which is Hipgnosis' main publishing administrator, continued to represent these catalogues as well as the rest of Hipgnosis.^[43] Hipgnosis also bought a 50% stake in the publishing, neighbouring rights and recording catalogue of Rick James in November.^[44] In December 2020, HSF reached a £1.25b market cap.^[45]

In January 2021, Jimmy Iovine sold his producer royalties to Hipgnosis, including 259 recordings and his movie production royalties for 8 Mile, which starred Eminem, and 50 Cent's Get Rich or Die Tryin'.^[46] Iovine stated that proceeds generated from the purchase would fund a new high school in Los Angeles as part of the USC Iovine and Young Academy.^[47] Hipgnosis also acquired the catalogue of Fleetwood Mac member Lindsey Buckingham,^[48] a 50% stake in the catalogue of Neil Young,^[49] all 145 of Shakira's songs,^[50] and 43 songs produced by Bob Rock.^[51] In March 2021, Hipgnosis acquired the catalogue of songwriter Carole Bayer Sager.^[52] In May 2021, Hipgnosis acquired the song catalogue of the Red Hot Chili Peppers (for its publishing business MoeBeToBlame Music) for a reported $140-$150 million.^[53] Hipgnosis also acquired the catalogue of songwriter Andrew Watt.^[54] In August 2021, Hipgnosis acquired the catalogue of Fleetwood Mac member Christine McVie.^[55] On 10 August 2020, Hipgnosis acquired 100% of Chris Cornell's catalog of song rights (241 songs),^[56] including his band Soundgarden's catalog.^[57] Hipgnosis' annual report was published in July 2021, valuing the catalogue at $2.2 billion.^[58]

In October 2021 The Blackstone Group, an alternative investment management company, announced that it would partner with Mercuriadis to invest $1bn US to acquire song catalogues and music rights. It also announced that Blackstone would take an ownership stake in Hipgnosis Song Management.^[59]

In May 2022, Hipgnosis acquired 100% of the Justin Timberlake catalog, including the copyright, ownership, and financial interests of the writer's and publisher's share of public performance income. The worldwide administration rights to the compositions, subject to Timberlake's deal with Universal, expiring in 2025 were also acquired.^[60] In July 2022, Hipgnosis signed an international sub-publishing deal with Peermusic. French performance rights society SACEM agreed to collect digital royalties for Hipgnosis in Europe.^[61]

In January 2023, Hipgnosis Songs Management acquired Justin Bieber's song catalogue.^[62] David Foster sold 100% of his writer’s share of performance income for all of his songs to a separate fund owned by The Blackstone Group known as Hipgnosis Songs Capital in April.^[63]

In October 2023, Hipgnosis Songs Group CEO Kenny MacPherson was placed on leave due to a lawsuit accusing him of sexual assault and battery by a former colleague, stemming from his time at Chrysalis Music.^[64]

In April 2024, Blackstone made a $1.57 billion offer, outbidding Concord, to takeover Hipgnosis.^[65] The acquisition was completed in July.^[66]

On 14 October 2023, in response to concerns that the share price was not reflecting the value of the company, it was proposed that the company would sell some of its catalogues in two disposals for £440 million and $25 million respectively in order to fund a share buyback of up to $180 million. The first disposal involved selling 29 music catalogues to Hipgnosis Songs Capital.^[67][68] Some investors criticised the proposed deal as it involved selling nearly a fifth of the portfolio to Hipgnosis Songs Capital, also managed by Mercuriadis, "at a considerable discount".^[69]

In response to a ruling by the Copyright Royalty Board, the quarterly dividend was also cancelled on 16 October 2023, causing a further fall in the share price.^[70][71] Subsequently, Hipgnosis Songs Fund confirmed that Mercuriadis has an option to buy all of its rights if his investment advisory company is terminated.^[72]

At a series of general meetings on 26 October 2023, shareholders voted to reject the proposed disposals and to remove the chairman, Andrew Sutch, immediately. Shareholders also voted overwhelmingly (83.2%) to reject proposals for the company to continue to operate as an investment trust for another five years.^[73] It was also noted that, if no agreement is reached with shareholders, the company will have to be wound down or sold.^[74] Mercuriadis said "[Yesterday’s] Hipgnosis Songs Fund AGM marks an opportunity to reset and focus on the future. Our conversations with shareholders have revealed a consensus that they are enthusiastic about the quality of [HSF's] iconic portfolio of songs."^[75]

Robert Naylor was appointed chairman of the company, following the removal of Sutch, on 7 November 2023.^[76]

In December 2023, Hipgnosis announced that it would delay the publication of its year-end results after finding that the company's own valuation was "materially higher than the valuation implied by proposed and recent transactions in the sector".^[77][78][79]

In February 2024, Mercuriadis was named chairman of Hipgnosis Songs Management. It was announced that Ben Kratovsky, previously the company's president and chief operating officer, would serve as its CEO.^[80]

The portfolio includes the following songwriters:^[81]

• Official website