You don't always have to believe what you read in the press.
On Thursday (April 18th), Hypnosis Song Foundation's board announced that concorde had made a cash offer for the portfolio of $1.4 billion. HSF's board of directors said it accepted the proposal and recommended that shareholders do the same.
slightly twenty three% HSF acknowledged that some of these shareholders have already given „irrevocable commitments“ to accept Concord's offer, which would value HSF at approximately $1,000 after taking debt into account. 2,005 million USD.
(These „irrevocable commitment“ shareholders include Asset Value Investors Limited, CCLA Investment Management, Schroeder & Company Limited, JO Hambro Capital Management Limited, Madison Avenue Partners, LP, Gresham House Asset Management Limited, Hawksmoor Investment Management and Premier Fund Managers Limited. The offer is being made through Concord Chorus, in which Apollo Global Management is a minority shareholder, and Apollo will fund Concord's bid primarily through debt financing. providing.)
All of this was taken by some media outlets as enough to warrant coverage of the Concord acquisition. Hypnosis Song Foundation The deal was done.
However, as M.B.W. It was pointed out that do not have The deal is still done, but not until a majority of HSF's shareholders say yes.
Today (April 20th), the importance of recognizing this fact becomes clear.
Blackstone (via Blackstone Europe LLP) confirmed to MBW today (20 April) that it has submitted a proposed cash offer. US dollar $1.24 per share due to the acquisition of Hipgnosis Songs Fund.
According to MBW's calculations, the offer is worth approx. 1.5 billion USD, In other words, around 100 million dollars This was higher than Concord's existing offer of US$1.16 per share.
In a statement, Blackstone acknowledged that: 1.5 billion dollars This bid is the fourth proposal the company has submitted to HSF to date.
Technically speaking, Blackstone has not yet made a „formal offer“ for HSF. This is just a suggestion. However, if it is accepted, a „firm offer“ is expected to be made soon.
Mr. Blackstone said in a statement: “Blackstone has advised the Hypnosis Board of Directors that, under the terms of the ($1.24 per share offer), all shareholders will receive a significant increase in value over the $1.16 per share set forth in the Concord Offer. We are cognizant of this and are working with Blackstone to reach agreement on the unanimously recommended farm offer in an expedited manner.”
What would happen if there was an HSF board? I refuse black stone 1.5 billion dollars Offer?
First, it may not please ~77% Percentage of HSF shareholders who have not yet „irrevocably“ accepted Concord's offer announced earlier this week.
black stone and concorde Of course, there is also the possibility that it will become involved in a bidding war for HSF.
But Blackstone may have another path forward if it finds itself in crisis. 1.5 billion dollars The proposal is rejected.
Blackstone is a co-owner; Merck MercuriadisHSF Investment Advisor, Hipgnosis song management.
HSM has a „call option“ in its contract with HSF, which stipulates that if HSM is fired as HSF's investment advisor, a clause will be triggered that allows HSM to acquire HSF for a pre-set amount. . This preset total is the higher of:
- (I) Hipgnosis Songs Fund public market capitalization.
- (ii) The “fair value” of Hipgnosis Songs Fund is determined by an independent valuer.or
- (iii) The price that another trusted third party is willing to pay to acquire the HSF (i.e., matching rights).
So. There could be some interesting developments if HSF's board rejects Blackstone's current offer and Blackstone is reluctant to raise its bid further.
In announcing the acceptance of Concord's bid on Thursday, HSF chairman Rob Naylor called on HSM to „agree to an orderly termination of its investment advisory agreement“ with HSF.
to decide black stone With today's announcement, such an „orderly end“ seems unlikely.
Blackstone said today: “Under the terms of the Investment Advisory Agreement between Hipgnosis Song Management Limited (“HSM”), as an investment advisor, and Hipgnosis dated June 27, 2018, as amended (“IAA”), In the event of termination, HSM will have the option, exercisable at any time within six months of the IAA Termination Effective Date (the “Termination Date”), to purchase the entire portfolio of currently held songs from Hipgnosis. Masu. End date (“optional”).
“Blackstone and its portfolio company HSM have received extensive legal advice and remain confident in the enforceability of the option. However, Blackstone and HSM value their contractual protections under the IAA and intend to vigorously defend HSM's rights under the option if necessary.
There is another interesting piece of information. Today's Blackstone announcement was sent in a .pdf with a filename that includes the words „Project Eclipse.“
To paraphrase Freud: So will the sun (Concord) be hidden by the moon (blackstone)?
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