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Vivendi finalises $4 billion deal to sell 10% of Universal Music ahead of stock market listing
Vivendi confirmed yesterday that it has agreed to sell 10% of the Universal Music Group to US-based investment vehicle Pershing Square Tontine Holdings Ltd, ahead of the planned listing of its music division on the Dutch stock exchange later this year. As expected, the deal is worth about $4 billion, therefore valuing Universal Music at about $40 billion.

When UMG becomes a standalone business listed on the Euronext stock exchange in Amsterdam, Vivendi will distribute 60% of the shares in that company to its current shareholders. A consortium led by Tencent will continue to own 20%, and it had originally been expected that Vivendi itself would also retain 20% of the music company.

However, last month Vivendi said that it now planned to sell a further 10% of UMG ahead of the stock market listing, so that it would only directly control 10% of the standalone music firm once listed. Then earlier this month it confirmed that it was in talks with PSTH - and the activist investor and hedge fund manager leading that entity, Bill Ackman - about it buying that 10%.

PSTH is a so called special purpose acquisition company - aka a SPAC or blank cheque company - which are businesses that list on a stock exchange without any active operations with a view to spending monies raised on acquisitions. SPACs usually buy companies outright and, in doing so, turn those companies into publicly listed businesses without a conventional Initial Public Offering. Therefore PSTH's deal to buy 10% of UMG is slightly unusual.

Explaining how the deal will work, the investment outfit said yesterday: "Later this year, after Vivendi completes the previously announced separation from and listing of UMG on Euronext Amsterdam, the acquired UMG shares will be distributed to PSTH shareholders".

PSTH will continue to exist after that transaction is complete with "approximately $1.5 billion in cash and access to an additional $1.4 billion". It will, it added, then seek "a more traditional de-SPAC business combination, and therefore it will not acquire minority share ownership in a company by means of a share purchase transaction - we have already begun to identify that business combination partner".

Confirming the deal from its side, Vivendi said it was "pleased to announce the signing of an agreement with PSTH ... for the sale of 10% of the share capital of Universal Music Group. The closing of this transaction is subject to the continued participation of PSTH shareholders after they are afforded customary redemption rights, and completion of US regulatory processes, and is expected to take place in the coming weeks, and at the latest by 15 Sep 2021".

"After the 20% equity stake acquired by the consortium led by the Tencent group, the arrival of major American investors provides further evidence of UMG's global success and attractiveness", Vivendi added. "As announced, the transaction is based on an enterprise value of 35 billion euros for 100% of UMG's share capital".

It is now expected that Universal Music will arrive on the stock exchange in Amsterdam towards the end of September.

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Damon Dash sued over Reasonable Doubt NFT
Lawyers working for the old Roc-A-Fella label have gone legal over an NFT sale organised by one its founders, Damon Dash.

According to legal papers, Dash allegedly included the copyright in the first album from his Roc-A-Fella co-founder Jay-Z - that being 'Reasonable Doubt' - in a non-fungible token that he minted and tried to auction off via NFT platform SuperFarm. The auction was cancelled, but lawyers say they suspect Dash will try to go ahead with the sale via another NFT marketplace.

There has been a lot of hype around NFTs in recent months of course, with plenty of artists cashing in on that hype. An NFT is actually just a set of data recorded on a blockchain. Quite what people get when buying an NFT depends on the terms of the token.

With music NFTs, it could include a transfer of actual copyright, or some sort of royalty right, although in most cases no rights are assigned through the token. Instead the NFT acts more as a licence, giving people access to some content and possibly permission to share said content. Actually in many cases, the NFT mainly grants "bragging rights" to the buyer - ie "my version of this track or video is better than yours, because the artist said so, and that fact is logged on the blockchain".

Some have expressed concerns that when music NFTs are being auctioned off sellers are often not clear enough about what exactly is being sold. And there seems to be some confusion over what Dash was proposing to sell via his non-fungible token.

According to PageSix.com, the Roc-A-Fella lawsuit says Dash tried to cash in on the recent hype by auctioning "the copyright to 'Reasonable Doubt' as an NFT". But, while Dash does still have an interest in the Roc-A-Fella business, he doesn't control the copyright in Jay-Z's debut album.

“Dash can’t sell what he doesn’t own", the lawsuit reportedly states. "By attempting such a sale, Dash has converted a corporate asset and has breached his fiduciary duties. The court should stop Dash ... and hold him accountable for his brazen theft".

However, following the lawsuit, Dash has told TMZ that he wasn't offering the copyright in 'Reasonable Doubt' via the NFT sale, rather he was looking to sell his stake in the Roc-A-Fella label. That wouldn't give the buyer control over 'Reasonable Doubt', but instead Dash's cut of the revenue it generates.

He is quoted by the gossip site as saying: "Under the terms of the deal with a potential buyer, the buyer would buy my share of Roc-A-Fella Records and Jay-Z will have exclusive administration rights". So that's all nice and confusing. Which is apt for a lawsuit involving an NFT.

If this litigation does proceed to court - which it probably won't, but you know, it could - it would mean two potentially interesting cases involving 'Reasonable Doubt'. Last week Jay-Z sued the photographer who took the picture that appears on the cover of his debut album. The rapper argued that Jonathan Mannion was infringing his image rights under US law by selling copies of that photo and other images in which he appears.

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Labels want stream-ripping sites to maintain and share logs of what content is ripped
The major labels suing stream-ripping services FLVTO and 2conv have asked the court overseeing the case to force the operator of those sites to log information about what files are being ripped, and to then share those logs with the plaintiffs.

Stream-ripping sites - which turn temporary streams, often YouTube streams, into permanent downloads - have been the music industry's top piracy gripe for years now, of course. The music industry argues that such sites facilitate and should therefore be held liable for copyright infringement.

And to that end, in the US the majors are suing the Russian operator of FLVTO and 2conv - Tofig Kurbanov - through the courts in Virginia.

Although Kurbanov initially got the lawsuit dismissed on jurisdiction grounds, it was reinstated on appeal. And now the labels are trying to get logs from FLVTO and 2conv to identify what specific YouTube videos are having their audio ripped via the two websites, and also where the rippers are located.

Such information, the labels argue, "is plainly relevant to the core claims and defences in this case, including the scope and extent of infringement, defendant's financial benefit from infringement, and defendant's affirmative defence that defendants websites have significant non-infringing uses".

Kurbanov argues that he isn't currently logging any of that information on the two sites and expecting him to start doing so would be "unduly burdensome". However, the labels counter, that's not true. Such information could be easily logged on Kurbanov's servers, they reckon. In fact, it seems likely the only reason that information isn't already being logged as a matter of course is because Kurbanov has chosen to turn such data capture off.

The labels said in a court filing last week: "In the ordinary course of operations, defendant's websites necessarily generate server data, including data that identifies: (a) the YouTube videos being stream-ripped; (b) the MP3 audio files being copied and distributed; and (c) the geographic locations of the users downloading the audio files. Respectfully, the court should order defendant to preserve and produce this key evidence".

It remains to be seen how the court responds. Kurbanov is likely to argue strongly that demanding such logs are kept is unreasonable.

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BMG reaches licensing agreement with Roblox
BMG has announced that it has signed "a strategic agreement to bring the vision of BMG to the Roblox metaverse". That's a fancy way of saying it's done a licensing deal with the gaming platform. This follows, we are told, "the resolution of prior claims relating to the use of BMG-controlled songs and recordings" by the Roblox company.

"BMG's artist-centric approach and boldness in bringing state-of-the art technology to help maximise their success is very much in line with Roblox’s focus on empowering our community of creators", says Jon Vlassopulos, Vice President and Global Head Of Music at the gaming firm. "Our partnership with BMG will enable them to do what they do best; and that's to empower incredible talent with new ways to reach and engage fans, and create innovative new commercial opportunities".

Christopher Ludwig, BMG's VP Global Digital Partnerships & Strategy, adds: "Roblox has transformed the gaming experience for millions and is proving a powerful way to introduce new generations to music they love. We are delighted to embrace the opportunities Roblox presents".

Wow, what a beautiful story of people coming together in loving harmony. Roblox could really do with making a few more friends like BMG. There are still plenty more people in the music industry who are not best pleased with it. Not least the consortium of other music publishers in the US, led by trade body the National Music Publishers Association, who earlier this month sued the company for $200 million.

The litigation is seeking "no less than $200 million for Roblox's unabashed exploitation of music without proper licences", said the NMPA when launching the legal action. "The lawsuit will ensure songwriters are fully paid for their works on the platform and that Roblox takes seriously its obligations to those who have made its service so popular and profitable. Songs recorded by artists including Ariana Grande, Imagine Dragons, Deadmau5, Ed Sheeran and the Rolling Stones are all being utilised without compensating their writers and copyright holders".

The day after the NMPA went legal, Roblox issued a statement saying it was "surprised and disappointed" about the litigation which "represents a fundamental misunderstanding of how the Roblox platform operates". The gaming platform added that it would defend itself "vigorously as we work to achieve a fair resolution".

NMPA boss David Israelite then countered that "having some deals with some labels and publishers to host music events is in no way legally adequate when you operate a massive platform to which music in integral".

It remains to be seen if Roblox can see off that lawsuit by making more friends like BMG.

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Black Butter partners with manager and A&R Tom Cater on new label 4ZA
Sony Music UK and its joint venture label Black Butter is setting up, well, a joint venture label with artist manager and former Universal Music Publishing A&R Tom Cater. The new JV uses Cater's existing 4ZA brand.

And what genre will this new label focus on, you ask? Well, 4ZA's "intrepid and chameleonic approach to signing will defy categorisation". So that's you told. Stop trying to categorise everything, will you?

Though we do know that 4ZA will be "breaking innovative, boundary-pushing artists" with the aim of showcasing "the breadth of talent that UK culture has to offer". And, if it helps you categorise this uncategorisable label - you incessant categoriser - I can tell you that its first signings are DJ/producer P-rallel and drill rapper Cristale.

"The goal at Black Butter is to work with the most exciting new talent in music and working with Tom on 4ZA fits perfectly with that ethos", says Black Butter Director Nick Worthington. "We're THRILLED to be working with him and look forward to finding and developing groundbreaking artists together".

Meanwhile, Cater adds: "Black Butter are a defining British label that have left an indelible mark on UK music. They totally get the 'come on let's do this' spirit of 4ZA and are down for a bit of disruption. I can't wait to get cracking and share new music from P-rallel and Cristale. That's when the fun starts for me. Their talents, attitude and work ethic is any new label’s dream to hit the ground running".

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Andrew Lloyd Webber says he will not defy COVID-19 rules to open his new musical at full capacity this week
Despite bold claims earlier this month, Andrew Lloyd Webber will not be opening his new production of 'Cinderella' at 100% capacity this month, a move that would have involved ignoring extended pandemic restrictions. Nor, it seems, will he be launching the "mother of all legal cases". And he certainly won't be adding the show to the list of the government's fuller capacity pilot events.

As it became increasingly clear that the UK government would not be lifting remaining COVID-19 restrictions in England today, as had been originally hoped, Lloyd Webber said that his new theatre show - due to begin previews this week - was "going to open" at full capacity "come hell or high water" and if the government didn't like it, they could "come to the theatre and arrest us".

However, in a statement last week, after lockdown was indeed extended for a further month, Lloyd Webber said: "Having taken legal opinion from senior counsel, if we had gone ahead at 100%, it would be very likely that every member of my cast, crew and orchestra, the front and backstage staff, plus our loyal audience members, could be individually fined £500, which I couldn't possibly risk. If it were just me, I would happily risk arrest and fines to make a stand and lead the live music and theatre industry back to the full capacities we so desperately need".

'Cinderella' will still open for previews at the Gillian Lynne Theatre in London on 25 Jun, but at the maximum 50% capacity allowed under current rules. Lloyd Webber said that he had decided to go ahead with a socially distanced audience because he "could not look my young cast and crew in the eyes to tell them we were delaying or closing down". As a result, he will "personally bear the losses until we fully open on – or hopefully before – 19 Jul".

The show did, in fact, have the option of opening at a fuller capacity by joining the government's Events Research Programme, which has been piloting various live events without COVID restrictions in place in order to gather data on the safe reopening of the live industry.

Lloyd Webber says that this option was only first proposed last week - after his widely reported threats of legal action - and that he would only have accepted the offer to participate in the ERP "if others were involved and the rest of the industry – theatre and music – were treated equally". As this was not going to be the case, he refused to participate, saying that "the theatre industry and its audiences is, once again, an afterthought and undervalued".

He has previously - like so many others - pointed out that the findings of the ERP to date show that full capacity live events can be run safely, with low or no transmissions of COVID-19, if operated within certain conditions. CEO of live music industry trade body LIVE, Greg Parmley, said that he was "astounded" that the government appeared to be ignoring its own research by further postponing full-capacity shows, despite that decision pushing the live industry ever closer to the brink of collapse.

In new comments responding to Lloyd Webber's latest statement, Parmley says: "The live music industry has spent months participating and paying for pilot events so we could reopen at full capacity safely. These events were a huge success and show, alongside every other international pilot, that with the right mitigations full capacity live events are safe. Despite this the government has refused to publish this data, forced us to remain closed and then tried to hand-pick a number of high profile events to go ahead whilst the rest of our industries are devastated".

Lloyd Webber concludes his statement by thanking the "thousands" of people who have sent him messages of support since his initial comments on reopening, "including those who wanted to come and bring me cake in jail".

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Notting Hill Carnival cancelled
London's Notting Hill Carnival has been cancelled for a second year due to the COVID-19 pandemic. Organisers say that the "ongoing uncertainty and risk" around the spread of the virus means that it is not possible to go ahead with this year's plans.

"This has been an incredibly difficult decision to make", reads a statement. "Everyone involved in the event desperately wants a return to the road where Carnival belongs but safety has to come first and with the latest cautious announcement on the government’s 'roadmap', this is the only way to ensure that".

Of course, concerns are not limited to the event itself, which was due to take place on the bank holiday weekend at the end of August, but also for preparations in the run up.

"We have considered our responsibilities to deliver a safe, spectacular, successful and sustainable Carnival", the statement goes on. "The conclusion is that, with so much uncertainty, with time short for Carnivalists to prepare, and the risk of eventual cancellation a real possibility, we must refocus our efforts for 2021".

They say that they are now working on "alternate events that will allow everyone to safely celebrate everything Notting Hill Carnival stands for" this summer, while also planning for "the greatest ever Notting Hill Carnival for 2022".

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Foo Fighters to release Bee Gees covers EP
The Foo Fighters have announced that they are releasing an EP of Bee Gees covers for Record Store Day next month.

Released under the name The Dee Gees - like, the Dave Grohls, see? - the EP, titled 'Hail Satin', will feature versions of Bee Gees tracks 'Night Fever', 'Tragedy', 'You Should Be Dancing' and 'More Than A Woman'. As well as that, it'll also include a cover of fourth Gibb brother Andy Gibb's 'Shadow Dancing'. For some reason.

The songs all stay faithful to the originals, with Grohl singing in a high falsetto. You might think that is a bit of a stretch for someone who sings in such a gruff voice usually. Apparently not though.

The band recorded their first Bee Gees cover, 'You Should Be Dancing', earlier this year for Jo Whiley's Sofa Session show on BBC Radio 2. In an interview with Whiley, he said: "I have never, ever in my life sung like that, but it was the easiest song I have ever sung in my entire life!"

And what do we do if something's easy? We do more of it, that's right children. So, 'Hail Satin' will be out on 17 Jul as part of the next Record Store Day drop. The Gibb songs will take up one side of the vinyl release.

Rather than leave the other side blank, they've padded it out with live versions of songs from their latest album 'Medicine At Midnight'. Sadly not all sung in a falsetto. Of course that takes the number of tracks overall above what you'd consider an EP. But maybe it's two EPs on one piece of plastic.

In related news, as the Foo Fighters took to the stage at Madison Square Garden in New York for their first full capacity show since the start of the pandemic this weekend, the band were joined by comedian Dave Chappelle for a cover of Radiohead's 'Creep'. Obviously, 60% of the people in the room decided to ruin the moment by filming it on their phones, so you can watch it all happen here.

Hey, this is fun, isn't it? Foo Fighter covers news, I mean. Let's keep it going! Umm, actually that might be it. I can do some Foo Fighters-related news about something being - well - 'uncovered' though? How about that?

In an interview with The Independent, while recalling being drunk at festivals, Libertines drummer Gary Powell remembers appearing with Dirty Pretty Things alongside the Foos at the Isle Of Wight Festival in 2006. The set up for this is relatively long, but I'll cut it down for you a bit: He got really drunk at the festival.

"[Security] took me back to the bus and locked me in until we were on the ferry and I managed to get off again", Powell recalls. "But by that time, I was naked. Everyone else was walking around [upstairs], and I decided I needed to go for a wee. So I stood behind the truck – the wind was blowing everywhere – and who gets off his bus but… Dave Grohl. He looked at me and went, 'That's a good look, man'. Dave Grohl saw me naked!"

I have no information on the pitch of Grohl's voice in Powell's story. Apologies.

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