Could Spotify Buy Universal?

Vivendi is reported to be proposing to its board a plan for spinning out Universal Music. It is certainly the right time for a spin off (always sell before the peak), but a full divestment would leave Vivendi unbalanced and a shell of its former self. Canal+ is facing the same Netflix-inspired cord-cutting pains as other pay-TV operators (and is relying heavily on sub-Saharan Africa for subscriber growth), while other assets such as those in Vivendi Village have failed to deliver. With CEO Vincent Bolloré having invested heavily in Vivendi, he would be devaluing his own wealth. For a man who is not shy of saying that he’s in the game to make money, this scenario simply doesn’t add up. As one investment specialist recently suggested to me, this talk of a spin-off is probably exactly that, talk. Talk aimed at driving up Vivendi’s valuation by association and, at most, potentially resulting in a partial spin-off or partial listing. However, it is not beyond the realms of possibility that a big enough offer for Universal would persuade Bolloré to sell. So, let’s for a moment assume that Universal is on the market and have a little fun with who could buy it.

The Chinese option

It is widely rumoured that Alibaba was in advanced discussions with Vivendi to buy some size of stake in Universal. Those conversations derailed when the Chinese government tightened up regulations on Chinese companies buying overseas assets, which is why we now see Tencent buying a growing number of minority stakes in companies rather than outright acquisitions. So, an outright Chinese acquisition is likely off the table. This doesn’t rule out other Asian bidders (Softbank had an $8.5 billion bid rejected in 2013), though perhaps Chinese companies are the only ones with the requisite scale and access to cash that would meet a far, far higher 2018 price point.

The tech major option

The most likely scenario (if Universal were for sale) is that one of the tech majors (Apple, Alphabet, Amazon, Facebook) swoops in. Given Google’s long-held antipathy for the traditional copyright regime, Alphabet is not the most likely, while Facebook is too early in its music journey (though check back in 18 months if all goes well). Apple and Amazon are different cases entirely. Both companies are run by teams of older executives whose formative cultural reference points were shaped by traditional media companies. These are companies that, even if they may not state it, see themselves as the natural evolution of media, moving it from the physical era of transactions to the digital era of access. Thus far, Apple and Amazon have focused principally on distribution, although both have invested in rights too. Apple less so, (e.g. Frank Ocean, Chance the Rapper) but Amazon much more so (e.g. Man in the High Castle, Manchester by the Sea). Acquiring a major media company is a logical next step for Amazon. A TV studio and, or network would likely be the first move (especially as Netflix will likely buy one first, forcing Amazon’s hand), but a record label wouldn’t be inconceivable. And it would have to be a big label – such as UMG, that would guarantee enough share of ear to generate ROI. Apple though, could well buy a sports league, which would use up its budget.

The Spotify option

While the tech majors are more likely long-term buyers of Universal, Spotify arguably needs it more (and is certainly less distracted by other media formats). Right now, Spotify has a prisoner’s dilemma; it knows it needs to make disruptive changes to its business model if it is going to create the step change investors clearly want (look at what happened to Spotify’s stock price despite an impressive enough set of Q1 results). But it also knows that making such changes too quickly could result in labels pulling content, which would destroy its present in the hope of building a future. Meanwhile, labels are worried Spotify is going to disintermediate them but can’t risk damaging their business by withdrawing content now – hence the prisoner’s dilemma. Neither side dares make the first move.

That’s the problem with the ‘do a Netflix’ argument: do it too fast and the whole edifice comes tumbling down. Moreover, original content will not be the same silver bullet for Spotify as it was for Netflix. This is mainly because there is a far smaller catalogue of TV content than music, so a dollar spent on original video goes a lot further than a dollar spent on original music. It is not beyond the realm of possibility that Spotify will get to a tipping point, where the labels see a shiny-toothed wolf lurking under the lamb’s wool, and with its cover blown it will be forced to go nuclear. If this happened, buying a major label would become an option. And, as with the tech majors, it would have to be a major label to deliver enough share of ear.

But that scenario is a long, long way off. First, Spotify has to prove it can be successful and generate enough revenue and market cap to put itself in a position where it could buy a major. And that is still far from a clear path. For now, Spotify’s focus is on being a partner to the labels, not a parent company.

All of this talk might sound outlandish but it was not so long ago that an internet company (AOL) co-owned Warner Music and a drinks company (Seagram) owned Universal Music, before selling it to a water utilities company (Vivendi), and, long before that, EMI was owned by a light bulb company (Thorn Electrical Industries). We have got used to this current period of corporate stability for the major record labels, but this situation is a reflection of the recorded music business being in such a poor state that there was little M&A interest. Nonetheless it is all changing, potentially heralding a return to the past. Everything has happened before and will happen again.

The Internet’s Adolescence: The Real World Catches Up Eventually

I started my career as an internet analyst back in the period of the dot-com bubble. They were heady days in which anything seemed possible. The world was changing in unprecedented ways and the possibilities were endless. The rules that governed the old world didn’t apply. Except they did. Investors soon twigged that dot-com startups were simply not able to deliver on their revenue promises and so pulled their funding. In an instant, the whole edifice came tumbling down. It turned out that those old fashioned and outdated concepts such as turning a profit actually applied to internet companies too. We have come a long way since the dot-com bubble, but it would be wrong to think of the internet as being a mature medium yet. Instead, it is entering its market adolescence and consequently still has a lot of growing up to do.

Regulation Comes Eventually

Although the internet and its associated technologies (apps, social, streaming, e-commerce, etc) are deeply embedded in our daily lives in the developed world (and increasingly so in emerging markets), it is still fundamentally just getting going. On a global level, each key sector of the internet economy is dominated by 1 company (Amazon/e-commerce, Google/search, Facebook/social, etc). A single dominant company is typically an indication of an early stage market and/or one that is about to be opened up with regulation. In the case of internet industries, it is likely to be a combination of both. Thus far, regulation has not yet properly caught up with internet companies. The global, borderless nature of their propositions and their relative lack of precedents makes regulation a highly challenging task. But it will happen.

Regulatory Repercussions

To be clear, regulation is not some shining panacea for business. But it is the price of being part of society and global commerce. The more deeply integrated into civic society that internet companies become, the stronger the likelihood for them to become regulated. And when regulation happens, the effects can be devastating for companies that have previously operated with free reign. When the European Commission, under lobbying pressure from Real Networks, compelled Microsoft to unbundle the Windows Media Player (then by far the most popular music player) from Windows in 2004, it was the trigger for a long period of decline for Microsoft, from which it is only just beginning to recover. Clearly, there were other market factors that contributed to its decline, but regulation was the tipping point. And the model of a competitor (Real Networks) shamelessly using regulation to give it a competitive edge over an established rival could reoccur. For example, any number of big Chinese companies looking to extend their reach to the west may view EU regulators as an opportunity to prize open the market for them.

The Pendulum Swing Of Disruption

When a new technology disrupts a traditional incumbent, it normally does so by being 3 things to the end user:

1. Cheaper/free
2. Quicker
3. More convenient

Napster, YouTube, Amazon, Uber, Netflix, all of these companies have done exactly this. Because they most often build market share and presence using external funding, such companies turn existing economics upside down with loss leading tactics. The result is that audiences switch in their millions and incumbents are left in tatters. Any old business that relies on scarcity economics will be swept away.

Take Uber’s impact on taxi drivers across the world. In the UK, a black cab driver will spend 5 years riding around every street in London on a scooter, memorising every street before taking a $60,000 loan on a black cab. 8 or 9 years into the venture, a black cabbie might be in the money. In the days of Google Maps and Uber, those principles go out of the window. Uber has had such an impact in London, that the cab rank queues at train stations can be miles long because black cabs have so little street side business left. In New York, yellow taxi medallions (the city’s government certification for official taxis), once traded as high as $1.3 million each in secondary markets, but have dropped to $240,000 now that Uber and Lyft have ensured that you no longer need a medallion to operate as a taxi in New York.

This is the pendulum swing of disruption. But pendulums eventually swing back. That is when regulations, real world economics and new business model innovation come into play. The original market disruptors often either disappear or get bought. The recorded music industry is now finally building a new set of effective businesses around the disruption brought by Napster, which died as an entity before the millennium really got going. YouTube transformed video and was bought by Google, Skype cannibalized mobile carriers and was ultimately bought by Microsoft, Linkedin disrupted recruitment advertising and was also bought by Microsoft, PayPal disrupted credit card companies and was bought by eBay.

All Of This Has Happened Before And Will Happen Again

Today’s internet giants may have the appearance of being permanent features of the digital landscape, but they’re not. AOL, Yahoo, Netscape or MySpace looked immortal in their days, as the GAAF (Google, Apple, Amazon, Facebook) do now. That doesn’t mean these companies cannot become long serving global superpowers. But history has a habit of repeating itself. Or as the fictional mythical Sacred Scrolls of Battlestar Galactica said: “All of this has happened before and will happen again.”

Never mistake normality for permanence.

 

Zoe Keating’s Experience Shows Us Why YouTube’ Attitudes To Its Creators Must Change

It is easy to think of the internet as a mature medium, especially for those who were born into the internet era. However we are still at the earliest of stages. We are where radio was in the 1930’s and where TV was in the 1950’s: the first signs of the future markets are in place but the real maturation is yet to come. The greats of those early days, the Marconis and the RCAs, are now long gone but at the time they looked like they would rule forever. A similar long view should be taken to the internet. The dominant powers of the web (YouTube, Google search, Amazon, Facebook) may appear to have unassailable market leads but their time will come. Using more recent history, there was a time when AOL and MySpace looked irreplaceable. So why does all this matter to YouTube? The problem with absolute power is that it corrupts absolutely. YouTube, like those other dominant powers, has fallen victim to hubris. It is behaving like the unregulated de facto monopoly that it is. And in doing so it is taking its creators for granted. Right now that is bad for creators. Soon it may be bad for YouTube too. It Is Time For YouTube To Reassess It s Relationship With Content Creators Online video is truly coming of age. YouTube was one of the ice breakers and remains one the very biggest web destinations but the world is changing. YouTube has changed too of course, migrating skate boarding dogs, through music video to fostering a generation of YouTube stars like PewDiePie, Zoella and Smosh. But just as YouTube had to reinvent itself in the wake of the mid form revolution driven by Hulu et al so the time has come for another reinvention, but this one requires a change in business practices rather than product innovation. Most crucially YouTube needs to reassess its relationships with content creators and owners. When the first YouTube stars started to rise to prominence YouTube was almost positioned as a benefactor, giving the gift of a platform for these people to become stars. But now, a few years on, with millions of subscribers each, these stars are beginning to understand their real potential. In just the same way that a traditional TV star does not feel a debt of gratitude or a commitment to life long servitude to the TV channel that broke him or her, so YouTube stars are now beginning to reassess their options. The online video landscape though is dramatically less competitive than the TV landscape so options are limited. But where there is demand for change and no monopoly of supply of content, change will come. This is the context into which new video service Vessel has launched, offering YouTube stars cold hard cash payments and significantly bigger revenue shares, in return for giving just a few days of exclusivity. Be sure that few days window will change, but for now it is a low risk, high gain option for YouTube stars. Expect plenty more to follow Vessel’s lead. YouTube Is Abusing Its Position Of Absolute Power That should be where the story ends, well starts. But because the dominant internet companies are not subject to the same level of regulation as traditional companies they are able to abuse their power in order to try to maintain their strangle hold. YouTube found itself subject to extensive ire when it tried to foist a hugely restrictive contract on indie labels for its then forthcoming YouTube Music Key service. The indie sector was eventually able, via its licensing arm Merlin, to secure more favourable terms, but the same contract remains on the table for individual creators. Zoe Keating, an artist who sets the gold standard for DIY artists, has been a vocal advocate for YouTube channels as a revenue source. But now YouTube is trying to strong-arm her into signing what looks pretty much like that same original Music Key contract. Their demands include an effective Most Favoured Nation clause whereby anytime she uploads any music to the web she must upload it also to YouTube at exactly the same time. The contract also states a five year period and that failure to sign the contract will result in YouTube blocking both her channel and Keating’s ability (via Content ID) to get revenue from her own music uploaded without permission by others. The implications are:

• Music must always be available free on YouTube first on the web
• Artists must take a 5 year bet on streaming, even though there are massive doubts about its sustainability for artists

But it is the Content ID clause that is most nefarious. Content ID is not an added value service YouTube provides to content owners, it is the obligation of a responsible partner designed to help content creators protect their intellectual property. YouTube implemented Content ID in response to rights owners, labels in particular, who were unhappy about their content being uploaded by users without their permission. YouTube’s willingness to use Content ID as a contractual lever betrays a blatant disregard for copyright. Asymmetrical Conflict Zoe Keating is a rare talent and also a rare voice. She is willing to expose her entire digital music commercial life in a way very few artists are willing to. She is standing up to YouTube in a David and Goliath like manner but the deck is stacked against her because YouTube is able to abuse its de facto monopolistic position without any fear of regulatory intervention. If they get their way with independent music creators, expect them to take the exact same approach to other independent video creators in a bid to neuter the threat from disruptive new entrants like Vessel.  Rather than simply try to future proof itself against the emerging competition YouTube should focus on trying to be the best possible place for its creators to be to build prosperous careers. Instead it is trying to lock them in like prison inmates. Ultimately though this sort of action from YouTube reveals strategic hubris, arrogance and complacency. All of which are classic signs of an incumbent company teetering on the brink of disruption. As the Enron experience showed us, no company is too big to fail. And as my former colleague Michael Gartenberg used to say ‘cemeteries are full of irreplaceable people’.