Hipgnosis Songs Fund Launches Strategic Review to Calm Investors’ Nerves

Hipgnosis Songs Fund’s board said on Thursday it was launching a strategic review of changes to its current management team and other options that could maximize shareholder value, as the company braces for a critical continuation vote next week.

Hipgnosis Songs Fund’s (HSF) stock price hit an all-time low earlier this week after scrapping its upcoming shareholder dividend because of an accounting error that resulted in a nearly $12-million downward revision of certain expected streaming royalties.

Shares in the company, which owns the rights to songs performed by Rihanna, Fleetwood Mac, The Pretenders and more, fell by more than 10% on the news, and investor confidence appeared shaky this week, as the the five-year-old music royalty fund prepares for a do-or-die continuation vote on Oct. 26.

“This decision follows extensive engagement over recent weeks with shareholders in light of the forthcoming continuation resolution,” the board said in a statement announcing the strategic review. “These meetings highlighted a continued belief in the company’s portfolio and growth prospects … as well as the need for changes by the company in order to deliver value for shareholders.”

The board said it explored terminating its contract with the fund’s investment advisor, Hipgnosis Song Management, run by HSF founder Merck Mercuriadis, but said it concluded it is not in shareholders’ interest, “as it would be an event of default under the revolving credit facility” if the fund fired its investment advisor before finding a new one who was approved by the HSF’s banks.

The board reiterated its recommendation that shareholders vote in favor of continuing the fund, saying it believes “it is in shareholders’ interest to have a strategic review with the widest array of options for the company to consider and to identify changes that will focus on recovering and delivering improved shareholder value.” The board went on to say it asked its investment advisor to remove a clause in its contract that gives the group overseen by Mercuriadis the right to acquire HSF’s portfolio if its advisory contract is terminated, but that request was declined.

The company’s stock rose about 2.33% to 74.70 British pence ($0.90) as of 10:22 in London.

Continuation votes are required for all publicly traded trusts listed on the London Stock Exchange to provide investors of closed-end funds with an exit strategy.

In addition to a thumbs up or down on continuation next week, HSF investors will also be asked to vote on the sale of 29 catalogs from HSF’s portfolio–including the works of Shakira, Barry Manilow and other less well known artists–to its privately held sister fund Hipgnosis Songs Capital, which is backed by Blackstone.

The board reiterated on Thursday its support for the proposed sale, saying it would use the $440 million in proceeds to reduce the company’s debt and buy back up to $180 million worth of its own stock.

The fund’s board chairman Andrew Sutch announced plans to step down last month, and the board said it has hired an executive search firm to look for his replacement.

The boad also said it also has secured new terms with lenders that put the company back in compliance with its fixed charge cover ratio covenant. The company risked breaching compliance with its lenders over the past week after it was forced to cut expectations for revenue from the U.S. Copyright Royalty Board’s Phonorecords III (CRB III) to $9.9 million, from $21.7 million.