Just Who Would Buy Universal Music?

Vivendi continues to look for a buyer for a portion of Universal Music. Though the process has been running officially since May 2018, the transaction (or transactions) may not close until 2020. In many instances, dragging out a sale could reflect badly, suggesting that the seller is struggling to find suitable buyers. But in the case of UMG it probably helps the case. A seller will always seek to maximise the sale price of a company, which means selling as close to the peak as possible. It is a delicate balance, sell too early and you reduce your potential earnings, sell too late and the price can go down as most buyers want a booming business, not a slowing business. In the case of UMG, with institutional investors looking for a way into the booming recorded music business, UMG is pretty much the only game in town for large scale, global institutional investors.

In this sellers’ market, banks have been falling over themselves to say just how valuable UMG could be, with valuations ranging from $22 billion to $33 billionand Vivendi even suggesting $40 billion. Meanwhile, recorded music revenues continue to grow — up 9.0% in 2017, and up 8.2% in 2018 according to MIDiA’s estimates. 2019 will likely be up a further 6%, all driven by streaming. With UMG’s market share (on a distribution base) relatively stable, the market growth thus increases UMG’s valuation. This in turn increases Vivendi’s perceived value, and that is the crux of the matter.

The role of Bolloré Group

Vivendi board member and major shareholder Vincent Bolloré was Vivendi chairman until April 2018, when he handed power to his son Yannick, one month before he was reportedly taken into police custody for questioning as part of an investigation into allegations of corrupt business practices in Africa. Bolloré senior remains the chairman and CEO of Bolloré Group, which retains major shareholdings in Vivendi. Bolloré Group’s Vivendi holdings will inherently be devalued by a sale of prize asset UMG, which is a key reason why only a portion of the music group is up for sale. But, even selling a portion of UMG will have a negative impact on Vivendi’s valuation and thus also on Bolloré Group’s holdings. So, the sale price needs to be high enough to ensure that Bolloré Group makes enough money from the sale to offset any fall in valuation. Hence, dragging out the sale while the streaming market continues to boom. All this also means the sale is of key benefit to Bolloré Group and other Vivendi investors. It is perhaps as welcome as a hole in the head to UMG. Little wonder that some are suggesting UMG is markedly less enthusiastic about this deal than Vivendi is.

vivendi umg potential buyers

All of which brings us onto which company could buy a share of UMG. These can be grouped into the four key segments shown in the chart above. Normally, higher risk buyers (i.e. those that could negatively impact UMG’s business by damaging relationships with partners etc.) would not be serious contenders but as this is a Vivendi / Bolloré Group driven process rather than a UMG driven one, the appetite for risk will be higher. This is because the primary focus is on near-term revenue generation rather than long-term strategic vision. Both are part of the mix, but the former trumps the latter. Nonetheless, the higher-risk strategic buyers are unlikely to be serious contenders. Allowing a tech major to own a share of UMG would create seismic ripples across the music business, as would a sale to Spotify.

Financial investors

So that leaves us with the lower-risk strategic buyers, and both categories of financial buyers. Let’s look at the financial buyers first. Private equity (PE) is one of the more likely segments. We only need to look back at WMG, which was bought by a group of investors including THL and Providence Equity before selling to Len Blavatnik’s Access Industries in 2011 for $3.3 billion. Private equity companies take many different forms these days, with a wider range of investment theses than was the case a decade ago. But the underlying principle remains selling for multiples of what was paid. Put crudely, buy and then flip. The WMG investors put in around half a billion into the company, but a six-fold increase is less likely for UMG, as the transaction is taking place in a bull market while WMG was bought by Providence and co in a bear market. Where the risk comes in for UMG is to whom the PE company/companies would sell to in the future. At that stage, one of the current high-risk strategic companies could become a potential buyer, which would be a future challenge for UMG. The other complication regarding PE companies is that many would want a controlling stake for an investment that could number in the tens of billions.

Institutional investors such as pension funds are the safest option, as they would be looking for long-term stakes in low-risk, high-yield companies to add to their long-term investment portfolios. This would also enable Vivendi to divide and rule, distributing share ownership across a mix of funds, thus not ceding as much block voting power as it would with PE companies.

Strategic investors

The last group of potential buyers is also the most interesting: lower risk strategic. These are mainly holding companies that are building portfolios of related companies. Liberty Media is one of the key options, with holdings in Live Nation, Saavn, SiriusXM, Pandora, Formula 1 Racing and MLB team Atlanta Braves. Not only would UMG fill a gap in that portfolio, Liberty has gone on record stating it would be interested in buying into UMG.

Access Industries is the one that really catches the eye though. Alongside WMG, the Access portfolio includes Perform, Deezer and First Access Entertainment. On the surface Access might appear to be a problematic buyer as it owns WMG. But compared to many other potential investors, it is clearly committed to music and media, and is likely to have a strategic vision that is more aligned with UMG’s than many other potential suitors.

There is of course the possibility of being blocked by regulators on anti-competitive grounds. However, at year end 2017 WMG had an 18% market share, while UMG had 29.7% (both on a distribution basis). If Access acquired 25% of UMG, respective market shares would change to 25.4% for WMG and UMG for 22.2% (still slightly ahead of Sony on 22.1%). It would mean that the market would actually be less consolidated as the market share of the leading label (WMG) would be smaller than UMG’s current market leading share. While the likes of IMPALA would have a lot to say about such a deal, there is nonetheless a glimmer of regulatory hope for Access. Especially when you consider the continued growth of independents and Artists Direct. All of which point to a market that is becoming less, not more, consolidated.

The time is now

Whatever the final outcome, Bolloré Group and Vivendi are currently in the driving seat, but they should not take too much time. 2019 will likely see a streaming growth slowdown in big developed streaming markets such as the US and UK, and it is not yet clear whether later stage major markets Germany and Japan will grow quick enough to offset that slowdown in 2019. So now is the time to act.

Why Music and Video are Crucial to Apple’s Future

Apple’s downgraded earnings guidance represents its first profit warning in 10 years. This is clearly a big deal, and probably not as much to do with a weakening Chinese economy if Alibaba’s 2018 Singles’ Day annual growth of 23% is anything to go by. But it does not indicate Apple is about to do a Nokia and quickly become an also-ran in the smartphone business. Nokia’s downfall was triggered by a corporate rigidity, with the company unwilling to embrace — among many other things — touchscreens. Apple’s touchscreen approach, coupled with a superior user experience and its ability to deliver a vibrant, fully integrated App Store, saw it quickly become the leader in a nascent market. Apple’s disruptive early follower strategy is well documented across all its product lines and the iPhone was a masterclass in this approach. But the smartphone market is now mature and in mature markets, market fluctuations need only be small to have dramatic impact. That is where Apple is now, and music and video will be a big part of how Apple squares the circle.

Apple started its shift towards being a services-led business back in Q1 2016, issuing a set of supplemental investor information with detail on its services business and revenue. Fast forward to Q3 2018 and Apple reported quarterly services revenues of $10 billion—16% of its total quarterly revenue of $62.9 billion. So, services are already a big part of Apple’s business but the high-margin App Store is the lion’s share of that. App Store revenues will continue to grow, even in a saturated smartphone market, as users shift more of their spending to mobile. But it will not grow fast enough to offset slowing iPhone sales. Added to that, key content services are moving away from iTunes billing to avoid the 15% iTunes transaction fee. Netflix, the App Store’s top grossing app in 2018, recently announced it is phasing out iTunes billing, which is estimated to deliver Apple around a quarter of a billion dollars a year. That may only be c.1% of Apple’s services revenue but it is a sizeable dent. So Apple has to look elsewhere for services revenue. This is where music and video come in.

Streaming will drive revenue but not margin

Streaming is booming across both music and video. Apple has benefited doubly by ‘taxing’ third-party services like Spotify and Netflix, while enjoying success with Apple Music. With third-party apps driving external billing, Apple needs its own streaming revenue to grow. A video service should finally launch this year to drive the charge. However, the problem with both music and video streaming is that neither is a high-margin business. Apple’s residual investor value lies in being a premium, high-margin business. So it has a quandary: grow streaming revenues to boost services revenue but at a lower margin. This means Apple cannot simply build its streaming business as a standalone entity, but instead must integrate it into its core devices business.

Nokia might just have drawn Apple’s next blueprint

During its race to the bottom, Nokia launched the first 100% bundled music handset proposition Comes With Music (CWM). It was way ahead of its time, and now might be the time for Apple to execute another early (well, sort of early) follower move. CWM was built in the download era but the concept of device lifetime, unlimited music included in the price of the phone works even better in a streaming context. I first suggested Apple should do this in 2014. Back then Apple didn’t need to do it. Now it does. But rather than music alone, it would make sense for Apple to execute a multi-content play with music, video, newsand perhaps even monthly App Store credits. Think of it as Apple’s answer to Amazon Prime. To be clear, the reason for this is not so much to drive streaming revenue but to drive iPhone and iPad margins and in doing so, not saddle its balance sheet with low streaming margins. Here’s how it would work.

Streaming as a margin driver for hardware

Apple weathered much of the smartphone slowdown in 2018 by selling higher priced devices such as the iPhone X. This revenue over volume approach proved its worth. The latest earnings guidance shows that even more is needed. Apple could retail super premium editions of iPhones and iPads with lifetime content bundles included. By factoring in these bundled content costs into iPhone and iPad profits and losses, Apple can transform low margin streaming revenue into margin contributors for hardware. Done right, Apple can increase both hardware and services revenue without having a major margin hit. Add in Apple potentially flicking the switch on the currently mothballed strategy of becoming mobile operator, and the strategy goes one step further.

Free streaming without the ads

If reports that Apple is buying a stake in iHeart Media are true, then it will have another plank in the strategy. Radio is an advertising business, but Tim Cook hates ads so the likelihood is that any streaming radio content would be ad free. Given that consumers are unlikely to want to pay for a linear radio offering, Apple would need to wrap the content costs into hardware margins. This could either be part of the core content bundle, or could even be a lower priced content bundle, with Apple Music being available as a bolt-on, or as part of a higher priced bundle or, more likely, both. Ad-supported streaming becoming ad free would of course scare the hell out of Spotify.

Music to the rescue, again

2019 will probably be too soon for this strategy to finds its way into market, but do expect the first elements of it coming into place. Music saved Apple’s business once already thanks to the iTunes Music Store boosting flagging iPod sales. This paved the way for the greatest ever period in Apple’s history. Now we are approaching a similar junction and music, along with video and maybe games, are poised to do the same once again.