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.

What’s In A Number: Can Streaming Really Be Worth $28 Billion?

Goldman Sachs just made some headlines with its assessment that Universal Music is worth $23.5 billion and that the paid streaming market will be worth $28 billion in 2030 (up from $3.5 billion in 2016 and close to double the size of the entire recorded music business in 2016). For a little bit of perspective, the entire recorded music business generated $27.4 billion at its peak in 1996. Goldman Sachs’ numbers provide us with a salutary reminder of the risk that comes with taking a short-sighted view when building forecasts, or, to put it another way, predicting tomorrow based on what happened today.

Regular readers will know that I have been a music industry analyst since the end of the 1990s, witnessing enough industry cycles and getting close enough to business to build a deep understanding of the industry and its potential. As anyone involved in the business knows, the recorded music industry is more complex and more idiosyncratic than most other industries. Predicting its future is complicated by three factors:

  • Market concentration: Three companies (UMG, SME and WMG) control the majority of revenues, and four companies (Alphabet, Amazon, Apple and Spotify) control the majority of the streaming market. Such concentration of power makes for an unpredictable market that can be reshaped by the decision of one company. For example, if HBO decided it was going to move out of streaming for good, Netflix would still be a viable business. Spotify though, would not if Universal made the same decision.
  • Scarcity is gone: When Napster launched in May 1999 it threw scarcity out of the window. Until then, music had been a scarce commodity. Scarcity was the foundation upon which the glory days of the business was built. Unless you bought a CD, you had no other way of getting a high quality copy of the music. Nearly 20 years on from Napster, P2P may have faded but YouTube and Soundcloud have met the now-permanent demand for free music. Even if Safe Harbour legislation gets tightened up and YouTube scaled down, on demand free music will remain. The illegal sector will sprout a YouTube replacement in an instant. $27.4 billion in 1996 was a scarcity high-water mark.
  • $9.99 is not a mass market price point: 9.99 is more than most people spend on music. In fact, it is what the top 10% of music buyers spend in the US and in the UK. Once the first two waves of adopters (early adopters and early followers) have been converted to subscriptions, growth will slow unless pricing changes. We are already seeing this happening in mature markets. More than 90% of the opportunity has been tapped in Sweden, while across the US, UK, Canada and Australia paid streaming growth has slowed over the last three quarters. So much of the subscriber growth Apple and Spotify have been reporting is coming from other, often emerging, markets. Eventually the 9.99 (or local currency and purchasing power parity equivalent) opportunity will be tapped there too. In 2016, 106 million subscribers drove $3.5 billion of growth, which translated into an annual ARPU of $32.79. Taking this as our anchor point (and ignore the fact streaming ARPU has actually been declining) then Goldman Sachs’ $28 billion would require 853 million paid subscribers. If we factor in emerging markets having much lower ARPU and driving much of the growth, the figure would be closer to one billion paid subscribers. Even with the most radical price point innovation it takes quite a leap of faith to support one billion subscribers.
  • The world changes: It is very easy to think of tomorrow as being a bigger, shinier version of today. But things change, fast. Streaming is the driver now, but if it still is by 2030 then that will be a serious failure of innovation. When I first saw the Goldman Sachs numbers they reminded me of a similar report put out back in 1999 by another financial institution when the music business was last in vogue among that sector. It was a 130 page report called the Music and The Internet: A Celestial Jukebox and it predicted that online CD sales and downloads would be the future of the music market, because that was what the emerging market was then. It too had uber bullish predictions, claiming that the European music business alone would be worth $12 billion by 2010. It in fact reached $7.7 billion and in 2016 was $6.9 billion. With no little irony, the company that wrote the report was—Lehman Brothers. Look where they are now.

Conflicts of Interest

There is one final important factor to consider regarding both Lehman Brothers and Goldman Sachs. In fact, it is probably the most important thing of all: conflicts of interest.

Lehman Brothers made money from buying and selling shares in the companies they wrote about. Goldman Sachs is the same. On its disclosures page there are no fewer than six items listed by Goldman Sachs’  for UMG’s parent company Vivendi. These include owning a substantial volume of Vivendi shares and providing investment banking services to the company. So, if Vivendi’s share price goes up as a result of Goldman Sachs’ report, Goldman Sachs’ Vivendi investment gains value. If Vivendi sells a stake in UMG at a price influenced by Goldman Sachs new valuation, Goldman Sachs will earn a bigger transaction fee if it provides the banking services. A Goldman Sachs hedge fund also has shares in Spotify while another division is helping Spotify prepare for its IPO. So, if Spotify’s IPO/direct listing is boosted by Goldman Sachs’ report, Goldman Sachs’ Spotify investment gains value and it earns a bigger fee for the listing.

No financial institution with a vested interest (unless its interest is betting against a company – which also happens­) is going to provide a cautious or skeptical view of the streaming market. It would go against its own interests to do so. But everyone likes big numbers, so big numbers do the rounds.

For the sake of utter transparency, MIDiA Research has among its research subscription client base both UMG and Spotify, along with the other majors, indies, the other streaming services, tech companies and telcos. In fact, anyone and virtually everyone of note in the streaming business is a MIDiA subscription client. But, unlike an investment bank, they pay to access our research because we tell them what they need to hear not what they want to hear. That can make the client-analyst relationship uncomfortable and tricky to navigate at times but I wouldn’t have it any other way. Nineteen years ago, I wouldn’t have put my name to research like Lehman Brothers’— nor would I do so today.