Virgin Music Group to Acquire Downtown Music

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 €737 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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