Independent record labels and publishers are urging regulators to block the acquisition of Downtown Music Holdings by Universal Music Group (UMG) over fears that the deal weakens competition, to the “severe detriment” of artists and fans.
UMG-owned Virgin Music Group announced on Monday (Dec. 16) that it had agreed to buy Downtown Music Holdings for $775 million cash. The deal, which is subject to regulatory approval, bolsters UMG’s share of the music market by bringing a number of independent distributors, publishing and rights administration businesses owned by Downtown under its control. Those businesses include distributors CD Baby and FUGA, publishing administrator Songtrust and Los Angeles-based rights management company AdRev.
UMG’s purchase of Downtown comes two months after it acquired full ownership of European indie label group [PIAS] — a deal that also prompted indie trade groups to issue calls for regulators to intervene.
“This is another land grab,” said Helen Smith, executive chair of independent labels trade body IMPALA — which represents more than 6,000 indie labels and music companies in Europe, including Beggars Group, Cooking Vinyl, Domino and Epitaph — in a statement about the Virgin-Downtown deal.
“We expect competition authorities in key jurisdictions to carry out thorough investigations and block these deals,” Smith added. She also pressed the European Union’s executive branch, the European Commission, “to set the standard internationally.”
“The cynical use of the Virgin brand, once synonymous with independent entrepreneurship, should not hide the fact that this is about utter dominance and control,” added Beggars Group founder Martin Mills in a statement. “This is another step on the road of UMG’s pretence to be the independents’ fairy godmother,” he continued. “But there’s a wolf under that cape.”
The acquisition of [PIAS] and Downtown in rapid succession by UMG follows a flurry of dealmaking over the past several years that has seen both traditional music companies and outside investors snap up firms, labels and distributors that cater to the fast-growing global independent sector.
Major label acquisitions in that time include Sony Music’s 2022 purchase of artist services company AWAL and Kobalt Neighbouring Rights from Kobalt Music Group. More recently, Sony acquired Spanish label and distributor Altafonte, followed last month by a deal for Greece indie label Cobalt Music.
Meanwhile, Warner Music Group has been steadily growing its recorded music interests in Central and Eastern Europe, buying minority stakes in Croatia’s Dancing Bear Music, Slovenian independent label NIKA and Serbia’s Mascom; and acquiring Dutch label Cloud 9 Recordings.
UMG’s deals for [PIAS] and Downtown followed a decade-long ban on the music giant acquiring certain music companies or catalogs in Europe that expired in September 2022. Those restrictions, imposed by the European Commission in 2012 following the company’s $1.9 billion takeover of EMI, prevented UMG from re-acquiring any of the assets it had sold or re-sign any artists who had signed with labels from which it had divested, such as Parlophone Label Group or Chrysalis, for 10 years.
Although Downtown Music Holdings was founded and is headquartered in New York, the scale of its multifaceted business, representing over 50 million songs across more than 145 countries and spanning publishing, distribution, artist and label services, and royalty administration, makes it a major player in the global indie sector. As such, the company’s acquisition by UMG would create a “fundamental shift in the competitive dynamics of the music market,” warned IMPALA chair Dario Draštata in a statement on the acquisition.
The Brussels-based trade association said the sale of Downtown and [PIAS] would further squeeze the independents in an already highly concentrated market and help UMG move further into the market for distribution and services for labels and artists.
“This means more market share and gives UMG control over the opposition,” said IMPALA in a press release. It added, “UMG suing Believe is another part of the strategy,” referencing last month’s $500 million lawsuit filed by UMG, ABKCO and Concord Music Group against Believe and its distribution company TuneCore that accused them of “massive ongoing infringements” of their sound recordings.
Other executives and organizations voicing concern over UMG’s latest acquisition include global independent music publishers trade body IMPF, which said the potential sale would “ultimately reduce choice for songwriters and publishers alike,” and the U.K. Association of Independent Music (AIM), whose CEO, Gee Davy, said the deal reduces independent routes to market.
“It is vital to uphold a true choice of partners for artists and labels and ensure that negotiating power does not become unbalanced,” said Davy in a statement.
Representatives for UMG did not respond to requests for comment when contacted by Billboard.