Press Release: Virgin Music Group to Acquire Downtown Music

Dow Jones12-17
Virgin Music Group to Acquire Downtown Music 
 
 
   PR Newswire 
 
 
   LOS ANGELES, Dec. 16, 2024 
 
 
   Combination Will Create Robust Global End-to-End Solution for 
Independent Music Entrepreneurs 
 
 
   LOS ANGELES, Dec. 16, 2024 /PRNewswire/ -- Virgin Music Group, one of 
the world's leading partners to independent music entrepreneurs, and the 
global independent music division of Universal Music Group, announced 
today it has entered into a definitive agreement to acquire Downtown 
Music Holdings LLC (Downtown) for cash consideration of $775 million 
(approximately EUR737 million). The acquisition, which is subject to 
regulatory approvals, is expected to close in the second half of 2025. 
Upon completion, this transaction will bring together two 
industry-leading providers of client services and music technology, 
enhancing their offerings and capabilities to serve the independent 
music community. 
 
 
 
   "Justin Kalifowitz, Andrew Bergman and Pieter Van Rijn have built 
Downtown Music into one of the most diversified and respected operations 
in the world," said JT Myers, Co-CEO, Virgin Music Group. "This 
combination enables us to expand on the Downtown legacy and offer the 
independent music community a dynamic and innovative global 
infrastructure both in terms of service offering and territorial 
footprint, and we look forward to working with the Downtown team to 
serve independent entrepreneurs, artists and creators with an even 
broader portfolio of services." 
 
 
   "On behalf of Andrew, Pieter and myself, it is very exciting for 
Downtown to be joining forces with Virgin Music," said Justin Kalifowitz, 
Founder, Downtown Music Holdings. "This is a tremendous recognition of 
the importance and vitality of independent music, and the value that our 
company brings to its clients every day. Downtown was established with 
the belief that artists and entrepreneurs everywhere and at every stage 
are entitled to the same tools and opportunities to succeed. We have no 
doubt that the breadth and high level of service Downtown provides to 
its clients will be strengthened working with Nat, JT and the whole 
Virgin Music team." 
 
 
   "It's an exciting time for Virgin as we continue to build a 
next-generation music company for independent artists and labels," said 
Nat Pastor, Co-CEO of Virgin Music Group. "We aren't just making an 
acquisition; this is an investment into the global independent music 
ecosystem and a commitment to nurture current and future creators and 
entrepreneurs with world-class support, services, and capabilities they 
require at any phase of their careers." 
 
 
   As one of the leading service providers to the global music industry, 
Downtown's technology and service offerings support creators and 
businesses in music creation, distribution, publishing, marketing, 
royalty collection, financing, accounting, and payment services. 
 
 
   Initially established as a music publishing company in 2007, Downtown is 
dedicated to empowering artists and businesses globally in the 
fast-evolving digital landscape. Today, with more than 20 offices across 
six continents, the company has core divisions across Artist & Label 
Services, Distribution, Royalties & Financial Services, and Music 
Publishing. Its portfolio of businesses includes FUGA, Downtown Artist & 
Label Services, Curve Royalties, CD Baby, Downtown Music Publishing and 
Songtrust. 
 
 
   Downtown works with artists, entrepreneurs, songwriters and rights 
holders at every stage in their career -- from newcomers to hitmakers 
and icons, while managing the estates of some of the most beloved and 
influential artists in the history of popular music. Downtown 
collectively serves over 5,000 business clients and more than four 
million creators in 145 countries. Downtown clients were recently 
recognized with nearly 150 nominations for the upcoming 2025 GRAMMYs. 
 
 
   As a partner to the global supply chain of music streaming services, 
performing rights societies and other rights management organizations, 
Downtown stands as one of the industry's most respected businesses, 
delivering outstanding results to its clients. Through its technology 
and direct relationships, Downtown consistently and effectively advances 
the commercial goals of the businesses, artists and songwriters it 
serves. 
 
 
   Virgin Music Group and Downtown will offer a broadened and enhanced 
suite of services to clients, including digital & physical distribution; 
release marketing; business intelligence; neighbouring rights; 
synchronization; royalties and rights management. 
 
 
   Virgin Music Group and Downtown Music will continue operating 
independently through a customary regulatory approval period, with the 
combination of the companies to occur following the deal closure. 
 
 
   Downtown Music was advised in the transaction by Goldman Sachs & Co. LLC 
and Skadden, Arps, Slate, Meagher & Flom LLP. Virgin Music Group was 
advised by Kirkland & Ellis LLP, PwC and Freshfields. 
 
   About Virgin Music Group 
 
 
   Virgin Music Group is one of the world's leading partners to independent 
music companies and artists and offers global infrastructure and local 
expertise in every major music market around the world. Virgin Music 
Group offers compelling, efficient, and highly flexible global solutions 
with  advanced marketing technology  for independent record labels, 
artists and entrepreneurs who want to succeed. www.virginmusic.com 
 
   About Downtown Music 
 
 
   Downtown Music is the world's leading music services company. Its global 
ecosystem supports millions of creators, rights holders and their 
partners to manage their music as a business and get paid fairly for 
their work. Across its four core divisions -- Publishing, Distribution, 
Artist & Label Services and Royalties & Financial Services -- Downtown 
collectively serves over 5,000 business clients and reaches over 4 
million creators & artists in 145 countries. www.downtownmusic.com 
 
   Cautionary Notice 
 
 
   This press release is published by VMG, the global independent music 
division of Universal Music Group N.V. (collectively, the "Company") and 
contains inside information within the meaning of article 7(1) of 
Regulation $(EU)$ No 596/2014 (Market Abuse Regulation). 
 
   Forward-Looking Statements 
 
 
   This press release, and any related oral statements, includes statements 
that constitute forward-looking statements, including statements 
regarding the proposed acquisition (the "Acquisition") of Downtown by 
the Company, the expected timetable for completing the Acquisition, 
expected benefits of the Acquisition and any other statements regarding 
the Company's future expectations, beliefs, financial condition, results 
of operations, business, strategy and plans. These and other 
forward-looking statements may be identified by the use of words such as 
'expect', 'estimate', 'project', 'anticipate', 'should', 'intend', 
'plan', 'probability', 'risk', 'target', 'goal', 'objective', 'will', 
'endeavour', 'optimistic', 'prospects' and similar expressions or 
variations on such expressions. Although the Company believes that such 
forward-looking statements are based on reasonable assumptions, they are 
not guarantees of future performance. Actual results may differ 
materially from such forward-looking statements as a result of a number 
of risks and uncertainties, many of which are related to factors that 
are outside the Company's control, including, but not limited to, the 
timing to consummate the Acquisition and the risk that the Acquisition 
may not be completed at all or the occurrence of any event, change, or 
other circumstances that could give rise to the termination of the 
purchase agreement, including circumstances requiring a party to pay the 
other party a termination fee pursuant to the purchase agreement; the 
risk that the conditions to closing of the Acquisition may not be 
satisfied or waived; the risk that a governmental or regulatory approval 
that may be required for the Acquisition is not obtained or is obtained 
subject to conditions that are not anticipated; potential litigation 
relating to, or other unexpected costs resulting from, the Acquisition 
and the other risks that are described in Universal Music Group N.V.'s 
2023 Annual Report. The Company can give no assurance that the 
conditions to the Acquisition will be satisfied, or that it will close 
within the anticipated time period.   Accordingly, the Company cautions 
readers against placing undue reliance on such forward-looking 
statements. Such forward-looking statements are made as of the date of 
this press release. The Company disclaims any intention or obligation to 
provide, update or revise any such forward-looking statements, whether 
as a result of new information, future events or otherwise. 
 
 
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multimedia:https://www.prnewswire.com/news-releases/virgin-music-group-to-acquire-downtown-music-302332769.html 
 
 
 
   SOURCE Virgin Music Group 
 
     /CONTACT: For Media Enquiries please contact: For Virgin Music Group: James Murtagh-Hopkins james.murtagh-hopkins@umusic.com; For Downtown Music Holdings: Gareth Mellor gmellor@downtownmusic.com 
 
 
 
 
 
 
 

(END) Dow Jones Newswires

December 16, 2024 11:48 ET (16:48 GMT)

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