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.

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.

Just What Is Tencent Up To With Streaming?

Tencent is building a global streaming empire. Back in December 2017 Tencent Music did a 10% equity swap deal with Spotify and now it has led a $115 million investment round for India-based streaming service Gaana. India may only be a small subscription market, with just 1.1 million paid subscribers at the end of 2016, but it one dominated by local players and has massive free streaming potential. Tencent now has major streaming stakes that give it reach across Asia, Europe and the Americas. The key missing parts are the Middle East and North Africa (Anghami is probably waiting for the phone to ring). Right now, Tencent has a streaming foothold in the world’s three largest countries:

1. China: population 1.4 billion. 100% ownership of QQ Music, Kugou and Kuwo which together account for 70% of subscribers
2. India: population 1.3 billion. Undisclosed ownership of top three streaming service Gaana
3. US: 330 million. 10% ownership of leading subscription service

What Tencent is doing is building a global network of strategic positions in the streaming market that individually might not have global influence, but, collectively could be brought to bear to in an impactful way. Much like John Malone’s Liberty Media, Tencent is taking minority stakes in a strategically selected portfolio of companies. This provides it with the ability to exert some degree of influence and extract some benefit without the risk and resource required for a majority ownership. Minority stakes can also be used as beachheads for majority ownership further down the line.

In some respects, Tencent does not have a huge amount of choice in the matter. Last year the Chinese government placed restrictions on the amount Chinese companies could spend on overseas companies, in order to slow the outflow of capital from China. But, rather than let this be a hindrance Tencent is now using the policy to shape a bold internationalisation strategy. Coupled with other minority investments (12% in Snap Inc., 5% of Tesla) Tencent is positioning itself to be king maker in the future of digital media.

Pandora’s Loss Is Sirius XM’s Gain

Pandora is in trouble, as explained by the consistently excellent Tim Ingham at Music Business Worldwide, after losing a billion dollars over the last four years and monthly active users (MAU) fell to 73.7 million – its lowest point since Q1 2014. Regular readers will know that I’m a long-time advocate of Pandora’s model. Indeed, Pandora’s model is the future of radio. However, it now appears that Pandora may not be the future of Pandora’s model. In fact, with Liberty Media subsidiary Sirius XM waiting in the wings for Pandora’s market cap to fall even lower than its current $1.4 billion (down from $8 billion in Q1 2014), Pandora might not even be the future of Pandora. In fact, Pandora’s struggles could be Sirius XM’s gain, exactly when it needs the help.

Pandora’s three most important metrics have long been:

1. MAU
2. Revenue
3. The share of total radio listening it accounts for

All three are intertwined, but Pandora has managed to sustain strong growth in numbers two and three because it got better at increasing engagement and driving ad revenue from a largely flat MAU base. However, Pandora was only ever going to be able to squeeze so much revenue out of a flat user base. So, it is no surprise that ad revenue for the nine months to September 2017 was up a paltry 2.4% at $777.3m, compared to the same period in 2016 (figure). Pandora’s problem is not monetization. Indeed, it is better at monetizing ad supported streaming than any other player on the planet, having invested heavily in ad sales infrastructure and continuing to innovate ad formats. But even the shiniest car will eventually grind to halt if it has a gaping hole in its fuel tank. And make no mistake, Pandora has a gaping hole.

Spotify Stole Pandora’s Clothes

Long before Spotify was changing the music business, Pandora was virtually single-handedly creating the US streaming market – though subscription service Napster (then Rhapsody) was also making a small contribution. For the best part of a decade Pandora had almost all of the market to itself, but it is now buckling under the impact of on-demand streaming. Pandora was meant to be different to Spotify, and it was, until Spotify started stealing Pandora’s clothes. Pandora grew its user base by delivering a lean back, but personalized listening experience. Radio on its users’ terms. Spotify soon recognized the value of lean back listening, bringing in a vast selection of curated playlists, directly and via partners. Beats Music followed suit and soon became the foundation for Apple Music’s curated streaming proposition.

Pandora’s Reach Metrics Obscure The Real Story

Pandora’s own key metrics have been part of the problem. It fell into the same trap that traditional radio broadcasters did, of convincing itself that its reach metrics were a genuine indicator of its success. But reach means nothing in the digital era. Engagement is everything. MAU is a meaningless metric in today’s always on world. If you have an app on your phone that you only use once a month, you’d hardly consider that active usage. Active usage is measured at the very least in weekly active user (WAU) terms. That’s why at MIDiA we track all digital media apps using this measure to reveal just how active user bases really are.

On this basis, Pandora has jut 22% WAU penetration in Q3 2017, representing around 57 million users, or 77% of its MAU base. That ‘missing’ 17 million users will be the ones that Pandora will lose next over the coming 12 months. Yet, its WAU base is at risk too. 26% of Pandora’s WAUs – its most engaged users – also use Spotify. Although Pandora has done an admirable job of building its own subscription business – reaching 5.1 million subscribers in Q3 put it at a credible sixth in the global subscriber rankings, it is looking like it’s too little too late. Furthermore, dumping its founder Tim Westergren robbed Pandora of a genuine visionary just when the company needed him most.

Pandora Will Enhance Sirius XM’s User Base

Pandora’s loss will be Sirius XM’s gain. Sirius XM has been feeling the pressure from Spotify and co, just like Pandora, but it has also experienced competitive pressure from Pandora. Sirius XM is another of radio’s potential futures, but it has faced growing pressure from Pandora and also other streaming services. The growing adoption of interactive dashboards in cars has been key (5% of US consumers now have one). Sirius XM’s WAU base fell from 11% of consumers in Q4 2016 to 8% in Q3 2017. That 30 decline is far more dramatic than Pandora’s 6% WAU decline over the same period. The 8% WAU penetration represents around 21 million users which means that its active user rate is even lower than Pandora’s at just 69%. Added to that, more of Sirius XM’s WAUs (30%) use Spotify. It also has a demographic time bomb ticking: just 8% of WAUs are aged under 35 while just 49% are female. This compares to 31% and 57% respectively for Pandora. Sirius XM’s aging user base is old and male. While Pandora’s is young(er) and female. This is Sirius XM’s opportunity.

In 2016, Sirius XM made an informal offer of $3.4 billion for Pandora. Today, it looks like an amazing deal for Pandora, but Pandora turned it down. Sirius though was not deterred and was able to get close to its goal by investing $480 million in a struggling Pandora in June 2017 and securing three board positions. Now all Sirius has to do is wait for Pandora’s stock to fall further and make its move – perhaps when the market cap gets closer to $750 million. When this happens, Sirius will get a major boost to its user base. More than that though, Sirius will significantly enhance its audience profile. Sirius and Pandora’s user bases are so different in composition that they will slot together like jigsaw pieces. The challenge for Sirius will be how to integrate Pandora in terms of feature sets, user experience, business model and, of course, company organisations. That challenge could prove even bigger than Pandora’s attempted turn around.

The data in this blog post is taken from MIDiA’s forthcoming report: Radio – Streaming’s Next Frontier: How Streaming Will Disrupt Radio Like It Did Retail 

If you are not yet a MIDiA client and would like to find out how to get access to this report email stephen@midiaresearch.com

Watch Out Access, Liberty Media Is Building A Full Stack Music Company

Access Industries’ full stack music company has, ahem, company: Liberty Media. With a combined market market cap of $37 billion John Malone’s Liberty group of companies is by anyone’s standards is a serious player. In the world of media and telecoms it is one of the biggest. Liberty grabbed the headlines this week with its $2.7 billion acquisition of a 15% stake in Formula One, with an option to acquire the entire company, possibly by year’s end. It is a typically bold move for a company that makes a habit of acquiring companies and consolidating markets. Over the past 11 years Liberty Media and Liberty Global have spent around $50 billion on acquiring companies such as UK TV operator Virgin Media, Dutch cable company Ziggo and (indirectly via a holding company) major league baseball team Atlanta Braves. So far so good, but where’s the music angle I hear you ask. Well, just a few weeks ago Liberty made a bid for a certain Pandora Media to add to its already extensive collection of music assets.

Read the full post on the MIDiA Blog here.