@chriswillman: @WriteGirlLA Teams Pro Songwriters With Local Youth to Create Original Music — Artist Rights Watch
The Saturday afternoon event is an annual highlight for WriteGirl, a charitable organization that puts on monthly mentoring workshops to help teen girls who come from disadvantaged backgrounds and underserved communities find their voices.
Kate Nash leads the way for songwriters and artists who are wondering when the income transfer to Big Tech in the collaborative “sharing” economy is going to start getting shared the other direction by these royalty deadbeats.
Snapchat joins the leading Silicon Valley royalty deadbeats like Facebook with a big IPO filing but relying entirely on losing legal theories like the faux “DMCA license” that was a big loser for Cox Communications. (Ironically, Cox was just ordered to pay BMG’s $8 million and change in legal fees from Cox’s $25 million jury verdict in their losing DMCA defense.)
And how do we know this? Because Snapchat tells us they do in the risk factors of their IPO filing:
We rely on a variety of statutory and common-law frameworks for the content we provide our users, including the Digital Millennium Copyright Act, or DMCA, the Communications Decency Act, or CDA, and the fair-use doctrine. The DMCA limits, but does not necessarily eliminate, our potential liability for caching, hosting, listing, or linking to third-party content that may include materials that infringe copyrights or other rights. The CDA further limits our potential liability for content uploaded onto Snapchat by third parties. And the fair-use doctrine (and related doctrines in other countries) limits our potential liability for featuring third-party intellectual property content produced by Snap Inc. for purposes such as reporting, commentary, and parody. However, each of these statutes and doctrines is subject to uncertain judicial interpretation and regulatory and legislative amendments. Moreover, some of them provide protection only or primarily in the United States. If the rules around these doctrines change, if international jurisdictions refuse to apply similar protections, or if a court were to disagree with our application of those rules to our service, we could incur liability and our business could be seriously harmed.
#IRespectMusic: It’s Time for the New Congress to get Serious About the Performance Right for Artists
Friends don’t let friends get LRFA’d. Once again we’ve started a new session of Congress with really old news–the National Association of Broadcasters is yet again circulating the reactionary Local Radio Freedom Act (or the grammatically challenged “LRFA”) that’s been warmed over and served up again from the last Congress. LRFA’s purpose is twofold. Get […]
If $500 million is “nonmaterial” then why does royalty deadbeat Facebook refuse to pay artists and songwriters?
MTP readers may have seen that Facebook’s Oculus virtual reality division lost a copyright infringement case in a $500,000,000 jury verdict for a variety of claims. While that seems like a lot of money to me, the verdict was far short of what was at stake. What is interesting about the case for our purposes was not the details (covered by the Hollywood Reporter and a bunch of other outlets if you want to read up on it).
What is interesting is how Facebook reacted to having to pay $500,000,000 for rights. Particularly since Facebook currently pays zero for music.
According to the Hollywood Reporter:
Facebook COO Sheryl Sandberg on Wednesday told CNBC, “The verdict is non-material to our business.”
A $500,000,000 rights payment is “non-material to our business.” This really is how the other half lives. Without going down the rabbit hole on materiality (see the SEC statement on materiality in financial statements here), let us take Ms. Sandberg’s rather breathtaking statement as true, or at least truthy.
What Ms. Sandberg suggests to me is that any rights payment that Facebook might make for songwriters and artists is also likely to me “non-material” to their business, even if that payment were hundreds of millions annually on an industry-wide basis.
It also makes you wonder why a public company for whom a $500,000,000 copyright infringement verdict is “non-material” prefer to be unlicensed royalty deadbeats rather than pay their fair share? People who have enriched themselves in the public markets that protect their property rights in securities transactions just as the law protects intellectual property–as demonstrated by the Oculus verdict.
Who are these people?
Already we see leaks to the tech press that Spotify is pushing off its IPO to next year while it pursues a “path to profitability”. Now that’s a new one–the company has previously told investors a growth story like many other startups. But unlike most other startups, Spotify now has a $1,000,000,000 convertible loan from private equity companies staring it in the face–along with what will no doubt turn out to be credit card interest rates when the total cost of the money is calculated (interest plus discounts on Spotify’s anticipated public stock).
Why is Spotify leaking this IPO information now? Was any serious person refreshing their news feed in anticipation of a Spotify IPO announcement? My bet is that it is mostly, if not entirely, to get out ahead of an anticipated breakdown in their negotiations with major labels and to try to put some chum in the water about the beastly record companies, greedy artists and nasty songwriters. You know–the people who make Spotify’s only product.
In the meantime–one question about Spotify’s growth strategy is how will they be able to afford their interest payments on that billion-dollar debt–5% plus another 2.5% every six months that Spotify doesn’t IPO (capped at 10%). The clock is ticking toward the one-year anniversary of that loan with its first interest reset.
Of course we can’t know the exact terms as the debt is private and the devil is in the details–but we can guess that it is at least possible that the interest not be paid currently but will roll into a balloon payment at the ultimate maturity date of the loan. A balloon means no loan payments for now, but a relatively big nut to be paid pre-IPO (which will itself be carried as an obligation that will be at least something of a drag on Spotify’s pre-money valuation even if the interest is capitalized).
That balloon–if there is one–will itself likely also be subject to the 20% discount on share price that is another feature of the loan. That means that Spotify’s bondholders might be able to elect to convert the accrued interest into shares as well as the loan principal. A balloon would save Spotify from having to make payments on the bonds in the short run but shove more shares out the door in the long run IPO scenario. (A convertible loan is a special type of security that allows the bond holder to buy shares of a class of a company’s stock in lieu of repayment, in Spotify’s case, probably common stock.)
And let’s be clear–these private equity companies weren’t born yesterday. In order for over a billion dollars of Spotify stock to have value to them, the bondholders have to convert some (and eventually all) of the bonds to shares and sell those shares to somebody in the retail market. An IPO gives them more potential suckers…sorry…buyers. Buyers who are protected by the Securities and Exchange Commission. (Inside joke.)
A billion dollars of Spotify stock hitting the public market all at once will tend to drive down the share price. Getting that much stock sold requires some forethought and probably means selling in tranches. This is why the bondholders will probably want a post IPO follow-on stock offering or two or three that will allow them to get out the door with their cash and a nice premium (sometimes called “demand registration rights” if the follow on is initiated by bondholders or “piggy back” rights for bondholders to participate in a registration initiated by Spotify or another investor with demand registration rights). Remember–“IPO” is “initial public offering,” not the only public offering. (See, for example, Pandora.) It’s also why they got a short “lock up” period that restricts how much stock they can sell in the IPO and after the IPO–which inevitably will be before the employees, and possibly the labels, get to sell their shares.
Markets know this overhang of shares is out there because they weren’t born yesterday, either. That billion dollar overhang will tend to depress the present value of shares of Spotify stock based on technical analysis alone as the stock will tend to price-in the future dilutive effects of the total number of converts hitting the market. This is just math–at best, high school algebra.
Trust me–the bondholders are going to make bank on this deal, or they’re going to take over the company and then make bank.
This should all be a cautionary tale about taking stock for a one-time pop in revenue in exchange for an absurdly low royalty rate with an unsustainable future return. A royalty rate that then becomes the benchmark for everyone who doesn’t get the stock. This is why I for one would rather have the damn money and let them keep the damn stock.
How about that “path to profitability”? Bless their hearts. I love how these guys always stumble on profitability as if it’s some new idea not previously seen by man or beast.
Spotify is now getting a bit long in the tooth to be ignoring how to convince investors that the company will eventually make money, or why the world’s dominant streaming services is not profitable given otherwise decent numbers according to Motley Fool:
Despite the influx of competition last year from big names like Apple and Tidal, Spotify managed to accelerate its revenue growth in 2015. Revenue grew 80% to reach 1.95 billion euros for the year. That’s up from 45% growth in 2014, when it recorded 1.08 billion euros in revenue.
So why can’t Spotify make money? Because the company’s overpaid executives made the costly decision to bet on growth and stand up operations in dozens of countries to achieve market dominance but losses as far as the eye can see? Or because they pay out so much of their revenue to the beastly artists and songwriters? You know–the beastly artists and songwriters whose labels drive traffic to Spotify at no charge and make Spotify’s only product?
Either way, it looks like we’re in for another year of Spotify in our lives. And Apple keeps quietly adding paying customers to Apple Music in anticipation of shutting down iTunes.