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Herbert Smith Freehills advises Hipgnosis Songs Fund on a $440m disposal of music catalogues to Hipgnosis Songs Capital

15 September 2023 | Global
Deals and cases


Leading international law firm Herbert Smith Freehills has advised Hipgnosis Songs Fund ("SONG") on its disposal of 29 music catalogues to Hipgnosis Songs Capital ("HSC") for $440 million.

SONG is a FTSE 250 premium listed closed ended fund established to offer investors a pure-play exposure to songs and associated musical intellectual property rights. The disposal of 29 music catalogues, including artists such as Shakira, Nelly and Barry Manilow, to HSC will allow SONG to repay debt and conduct a share buyback to return capital to investors.

As HSC is an affiliate of SONG's investment adviser, the deal is therefore a related party transaction under the Listing Rules and is conditional on, amongst other matters, the approval of SONG shareholders under Listing Rule 11 and the approval of the continuation vote at SONG's AGM.

In order to ensure that SONG is able to receive the best available price for the catalogues and given HSC's related party nature and SONG's investment adviser acting for both parties, the parties have agreed a "go-shop" process. Under this process, SONG is entitled to solicit alternative transactions for the catalogues for a period of 40 days and may, in certain circumstances, terminate the transaction with HSC if a superior proposal is obtained from a third party and not matched by HSC. This is an unprecedented feature in a disposal by a UK listed company.

The Herbert Smith Freehills team was led by partners Stephen Wilkinson, Nigel Farr and Gabrielle Wong, assisted by senior associates Charles Steward, Chelsea Fish and Imogen White, and associates Yusra Jafar and Alex Field.

Stephen Wilkinson commented:

"We are delighted to have assisted SONG with this hugely strategically important and challenging transaction. The transaction will allow SONG to return capital to its investors while protecting the strength of its remaining portfolio. The Herbert Smith Freehills M&A, funds and finance teams worked closely with Pryor Cashman to execute a novel transaction in the UK market."

Herbert Smith Freehills has advised SONG since its IPO in 2018 and has worked closely with the SONG board and its investment adviser on numerous matters including its equity raises and credit facilities.

SONG was also advised on US law matters by Pryor Cashman LLP, led by John Crowe, Michael Weinsier, Frank Scibilia, Jim Janowitz and Eric Wisotsky.

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