Downtown Music Holdings Board Exploring Sale

The board of Downtown Music Holdings, the parent company of independent distributors CD Baby and FUGA as well as a number of other publishing and rights administration businesses, is exploring a sale, sources familiar with the deal tell Billboard.

The publishing administrator for the catalogs of John Lennon and Yoko Ono, Miles Davis and the Wu-Tang Clan, among many others, Downtown has held talks with private equity firms and at least one major music company, as its longtime backer, the family of the late Douglas Myers, looks to exit its investment, according to two of those sources who spoke on condition of anonymity because the talks are private.

The fast-growing independent sector of the music industry has seen a flurry of dealmaking activity in the past year, as both outside investors and traditional music companies shop for ways to control more of the market that services and distributes the music of do-it-yourself artists, songwriters and indie labels.

In June, the consortium composed of Denis Ladegaillerie, EQT and TCV bought 95% of the outstanding shares of of French music company Believe after Warner Music Group backed out of an acquisition bid the major floated earlier in the year. Later that same month, the Chicago-based private equity firm Flexpoint Ford bought a stake in Create Music Group for $165 million. Last year, Apple veteran Larry Jackson raised about $1 billion and purchased distributor Vydia as the engine to launch his new company gamma, while Exceleration Music bought indie distributor Redeye for an undisclosed sum.

Downtown declined to comment on a possible sale beyond an emailed statement that said, “There has always been strong market interest in and excitement for our platform. We remain steadfastly focused on serving our clients and expanding our business by continuing to drive innovation across the global music industry.”  

The market share of recorded music revenue generated by labels and artists that release music outside of the major-label system has been growing globally for around a decade. Non-major labels and self-releasing artists’ collective share of the recorded music revenue market grew from 28.6% in 2015 to 36.7% in 2023, according to research by MIDiA.

Founded by Justin Kalifowitz in 2007 as a publisher in New York, Downtown quickly grew into a global company with more than 20 offices around the world, and its scale makes it among the more attractive acquisition targets in this segment of the music industry. It reaches more than 4 million creators and services some 50 million tracks from 5,000 business clients.

Downtown has explored a sale before, and that process led it to sell its 145,000-song publishing catalog in 2021 to Concord for around $400 million. In recent years, Downtown has transformed from a leading indie publisher to a full-stack music company.

It has made over a dozen acquisitions in recent years, including the direct-to-creator distributor CD Baby, and the direct-to-business technology and distribution platform FUGA, as well as rights management company AdRev and service providers DashGo, Soundrop, Simbals, Found.ee, Curve and Sheer Music Publishing.

Operated in four divisions — artist & label services, which includes CD Baby; distribution services, which includes FUGA; publishing services, which includes administrator Songtrust; and royalty and financial services, which includes Curve — Downtown is expected to generate about $40 million in EBITDA on about $130 million in net revenue, or $900 million in total revenues, according to three sources familiar with the company’s financials.

Sources say Downtown uses the agency accounting model to record its financials, which counts only the fees from companies like FUGA toward the company’s overall revenue.

Sir Douglas Myers was a New Zealand businessman and longtime chief executive of the beverage company Lion Nathan, who sold his stake in that company to Japanese brewer Kirin in 1998. Myers, who died in 2017, reportedly invested in Downtown because of his son Campbell Myers‘ love of music. Cambell Myers served as Downtown’s director of business development for a year from 2009-2010, according to his LinkedIn profile.

Billboard was unable to determine which companies are in talks with Downtown. But Warner Music Group CEO Robert Kyncl told investors in May it is exploring mergers and acquisitions that could expand its “lower-touch” services for independent creators and labels, and in June, it hired Goldman Sachs’ global head of music & live entertainment investment banking Michael Ryan-Southern to lead M&A.

Kyncl said on a conference call discussing WMG’s quarterly earnings on May 9, “We have a clear plan to develop this area of our ecosystem, and we’re building solutions in-house while staying vigilant about M&A opportunities, which could accelerate our capabilities.”