Hipgnosis Songs Investors Vote Overwhelmingly for Reorganization

Hipgnosis Songs Fund — the company that led the music-catalog gold rush of recent years by spending more than $2 billion for song assets by Neil Young, the Red Hot Chili Peppers and many others — is facing an uncertain future as some 83.2% of its investors voted Thursday that a new board make major structural changes to the overextended company. Investors also rejected a proposal by its leadership to shore up its finances by selling off around $440 million of its 65,000-song catalog to a sister fund backed by Blackstone.

The “no” vote, which was expected, caps months of growing shareholder frustration as the troubled company, which was founded in 2018, saw its share price drop to less than half of its value a year ago. Now, founder Merck Mercuriadis is tasked with forging a plan “for the reconstruction, reorganization, or winding-up of the company,” according to its statement, which includes the possibility of “liquidating all or part of the company’s existing porfolio of investments,” according to a statement from the board cited in Music Week.

The company’s board must put forward proposals to reorganize the fund within six months, which could range from complete reconstruction to winding up of the company. Hipgnosis chair Andrew Sutch, who had already announced his retirement, will be required to step down immediately; the company’s non-executive directors Paul Burger and Andrew Wilkinson resigned ahead of Thursday’s vote.

The impact of the move on the larger music-catalog economy — which has cooled off in recent months as interest rates have risen and asking prices reached untenable levels — is uncertain.

The company’s prospects darkened last week after it slashed dividends for investors due to the U.S. Copyright Royalty Board’s decision last year to recalculate its royalty payments. As a result, the influential U.K. music rights valuer Citrin Cooperman slashed the amount Hipgnosis Songs Fund could expect to receive in royalties from tracks played between 2018 and 2022 from $21.7 million to $9.9 million. The move led to the Fund’s shares dropping more than 10% to 65p, less than half of its value a year previous.

In a statement to the Stock Exchange following Thursday’s vote , Hipgnosis’ board said: “As a result of Resolution 12 (the “Continuation Resolution”) not passing the board will, in accordance with the company’s prospectus, put forward proposals for the reconstruction, reorganisation or winding-up of the company to shareholders for their approval within six months following the date of today’s AGM. These proposals may or may not involve winding-up the company or liquidating all or part of the company’s existing portfolio of investments.”

Sylvia Coleman, senior independent director of Hipgnosis Songs Fund, said: “The board and the investment adviser have each engaged widely with investors over recent months. While shareholders have not supported our proposed transaction or the continuation vote, it is clear that they share our belief in the inherent quality and potential of these assets. The directors are now expediting the appointment of a new chair who will drive the strategic review we have already announced, with a clear focus on delivering improved shareholder value.”

In a statement following the vote, Merck Mercuriadis said: “Today’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 the company’s iconic portfolio of songs, however it is also clear that they are asking for change and we respect that feedback. Hipgnosis Song Management’s new management team and I have already started taking the relevant necessary action to meet the expectations of shareholders.

“Our commitment to the company’s shareholders remains absolute and we look forward to working with a new chair and reconstituted board during this period to ensure that the Hipgnosis Songs Fund delivers for its shareholders. During this process, shareholders can be certain that Hipgnosis Song Management will continue to manage the songs with the greatest duty of care as always.

“Finally, I would like to thank Andrew Sutch, Andrew Wilkinson and Paul Burger for their important contributions to the company over the last almost six years.”