Music Business

A conversation with Merck Mercuriadis of the $2.5B Hipgnosis Song Fund

[Exclusive Transcript] Merk Mercuriadis built the Hipgnosis Song Fund into a music industry powerhouse controlling a catalog of 65,000 songs worth $2.5 billion.

Along the way, he’s also led an overdue conversation about how songwriters are compensated and thier place in music’s eco-system.

Music industry veterans Jay GIlbert and Mike Etchart sat down with Merk Mercuriadis for a wide raging inteview just released as special edtion of their Your Morning Coffee Podcast and shared this transcript exclusively with Hypebot.

A conversation with Merck Mercuriadis

JAY GILBERT: I was talking to a music industry attorney friend of mine. I told him we’re going to be talking today and his is what he said, “Merck’s really doing god’s work in many ways, you know about the business side, which is groundbreaking. But he’s also a great advocate for songwriters in several countries, which is phenomenal.” I just wanted you to know that, when we’re talking behind your back, those are some of the things that we’re saying.

MERCK MERCURIADIS: That’s very kind. You know, I started Hypgnosis with both a motive and an ulterior motive. The basis of the company, the reason why I started it was the ulterior motive. So the motive was really simple, which is that I wanted to establish songs as an asset class. I believed that I could make institutional investors a lot of money, while at the same time establishing those songs as an asset class and make money for myself, of course, as well in my company.

But this sort of pure business idea of establishing songs as an asset class was something that was going to be great, not only for Hypgnosis, but for all songwriters. Because if I can demonstrate the true value of songs, then that doesn’t just benefit me, but it benefits everybody. And then the ulterior motive was to use the platform of that success, to then advocate and fight for songwriters and change where they sit in the economic equation. I structured Hipgnosis in a way that is unique.

“investors now sit in the shoes of the songwriter”

Although it’s ridiculous that it’s unique, because the investors now sit in the shoes of the songwriter. They have complete alignment with the songwriter. We’re the only company where if the songwriter gets paid more money, the investors get paid more money. So the investors of course, back me 1,000% when it comes to advocating and fighting for the songwriter, because they want to get paid more money. And they know that if the songwriter gets paid more money, they’ll get paid more money.

MIKE ETCHART: You talked about working with institutional investors when you started the company. To me, that is like a pretty unique skill set for someone in the music business. Where did you get that that vision into that world? Or was that always something you kind of paid attention to? That seems like you’re dealing with a lot of a different group of people than you typically would expect people that are in the record business, in the publishing business and management. Was dealing with that a steep learning curve for you or did you already kind of have familiarity with that sort of world?

MERCK: It was it was the “10,000 hours.” I’d had a great career and was having a great career as a manager, very privileged to work with everyone from Elton John to Guns ‘N Roses, Iron Maiden, Nile Rodgers and Chic of course. But, you know, what happened was that I started to work with songwriters a lot. People like Diane Warren, Justin Tranter, The-Dream. And when you’re working with an artist that writes their own songs, a, you are kind of looking at their entire income streams. You don’t necessarily notice the disparity that exists between what a songwriter gets paid, and what the artist gets paid.

But when you’re then looking at a songwriter’s income and you look at what, you know, Diane Warren’s “I Don’t Want To Miss a Thing” meant to Aerosmith touring and Aerosmith record sales, but at the same time, Diane and, no fault of Aerosmith. This is the fault of the paradigm and the fault of the music industry, Diane is getting, in relative terms, a mere pittance. Two summers ago, three summers ago, before the pandemic started, the biggest song in the world was a Ryan Tedder song for The Jonas Brothers. Everyone in the world was going to see the Jonas Brothers play live, they were getting high six figures for their live shows. And Ryan, the guy that was responsible for the song, was just earning a measly songwriting royalty. You know, a songwriting royalty that is getting grounded, grounded, grounded out.

“I wanted to create a platform that could advocate for songwriters, because what I saw was that the three biggest publishing companies… we’re owned and controlled by the three biggest recorded music companies”

The more I looked at this, the more I wanted to create a platform that could advocate for songwriters, because what I saw was that the three biggest publishing companies in the world that would love to be able to advocate for songwriters as hard as they can, we’re owned and controlled by the three biggest recorded music companies in the world. And those recorded music companies, they want all the money to go towards recorded music, because on recorded music, they get 80%. They get four fifths of the income. They’ve got this 80% gross margin, a 40% net margin, in general, they own those assets in perpetuity.

Conversely, on the song side of the business, the publishing side of the business, you’ve got a fifth of the income, you’ve got a fifth of the revenue, and quite rightly, whether it’s through good management or good lawyering, renegotiations reversions, the songs ended up back in the hands of the people that created them. So it’s in the interest of those three big companies to, exercise the leverage and control of recorded music having its way. Ultimately, it’s at the expense of the songwriter, because they’re pushing as much of the revenue, pushing as much of the leverage, towards recorded music. The songwriter’s are not being paid properly. Ultimately, what I looked at was this paradigm, I thought, well, logic isn’t going to win here. Right? Because they’re going to swat me like a fly, no matter how logical I am.

Yes, I’ve been successful. Yes, I’ve got money in the bank. Yes, I’ve got important people and artists that fuck with me in this business. Theylove to work with me, but they can swat me like a fly if I pick this fight. So I needed to create a platform that would give me the opportunity to fight the fight. And it just coincided with streaming. And I can remember having a conversation with Daniel Ek and Mark Lawrenson at Spotify very, very early on in Spotify’s life, where I said to them, Look, I’m not sure that you guys really understand what you’re doing here. And they thought that I meant what they were doing in terms of offering the streaming service. What I really meant was that you guys are going to transform this business in a way that no one has seen. Because you’re going to take the passive consumer that has never paid for music in their life, and you’re going to turn them into an active consumer that’s paying for music every day. When I said that, they were like, What do you mean? I said, Look, the benchmark for extraordinary success in our business is the platinum record, in the United States. That’s a million copies in a country that has 360 million people in it. It immediately tells you that the average person, albeit they might love music, doesn’t love it enough to put their hand in their pocket and pull out a tenner and pay for it right there. Happy to hear it for free ostensibly on the radio or see it on television, but they were never paying for it.

What I could see was that streaming at $10 a month, being able to listen to everything from The Beatles to Beethoven, from Chopin to Chic. Whether it’s on the beach, whether it’s in your car, whether it’s in your office, this was going to make it worthwhile for people to spend $10 a month.

“Music has gone from being a discretionary or luxury purchase to now being a utility.”

What’s happened in that 12 years or so since that conversation is taking place, is that we’ve gone from 30 million paid subscribers in the last four years alone since I started doses to now 500 odd million paid subscribers around the world. Now that million copies in the United States, we now have 100 million homes, the United States. So we’ve gone from the customer being one in 360, to now being one in 3.6. Music has gone from being a discretionary or luxury purchase to now being a utility. I’ve got to pay my electricity, I’ve got to pay my apple or my Spotify. I’ve got to pay my gas bill. I’ve got to pay my utilities. We’ve gone from literally a discretionary or luxury mentality to utility mentality.

This started to create the basis for the idea that would become Hipgnosis because I basically matched the predictable, reliable income that comes from these great Songs. Because once they hit, they become a part of the fabric of our society with a pie that was going to grow. And as I say, it’s grown from 30 million paid subscribers in the five years that we’ve existed to over 500 million now today. And we’ll be hitting 2 billion in a decade. So this was a perfect investment case. I could see that it would give me that critical mass that was necessary and the platform that was necessary to fight the fight on behalf of songwriters.

JAY: So how how do we make sure that songwriters are paid fairly? There’s the copyright royalty board, we see what’s going on there. And the fight that’s happening, where publishers and songwriters feel like they should be paid more, and I think most reasonable people would agree with that. How do we adjust that pie to make it equitable? Because right now, it it feels like it’s not?

MERCK: It’s not because if you take a dollars worth of Spotify or Apple income and you take off the 30% that Apple or Spotify are gonna get. Could that 20% 21% 22% 23%, of course, but really, in the scheme of things, it’s right now. That’s not the material point. The material point is, what happens to the other 70%. Right? And the other 70% right now is effectively 60 of the 70 going to recorded music. They’re paying most artists on a sale rather than on a license. So they’re paying them a royalty rather than 50% of the money. So they get to keep about 50 cents out of every dollar. The songwriters, at this moment in time, before the CRB three appeal is hopefully turned down. They’re getting 10 and a half cents out of every dollar. That’s multiple songwriters getting fractions of a penny on every dollar.

So you’ve got the record company getting about 50%, the artists may be getting 10% and you’ve got the songwriters, then splitting 10%. It’s fractions of a penny on every dollar for writing the biggest songs in the world.

“there hasn’t been a Billboard Top 100 album of the year that didn’t have an outside songwriter on it since 2014”

What’s really important to know, is that before we started to record, we were talking about some of the artists that we love, right? We, the three of us, come from an era where, at least when we started, 90% of the artists were artists that wrote their own songs and had a very good idea of who they were, who they’d like to become, what their album cover should look like, what the stage show should look like and the job for someone like me was to believe in them and help them bring that to fruition. Today, 90% of the artists that are signed are really talented people but that are looking to an outside songwriter to deliver the hits for them. So, this is a great statistic, there hasn’t been a Billboard Top 100 album of the year that didn’t have an outside songwriter on it since 2014. Wow. So in the last eight years, every Billboard Top 100 Album of the Year has an outside songwriter, whether it’s Coldplay, or whether it’s Due Lipa, or whoever it might be. So there’s never been a more important time to recognize the role of the songwriter and to ensure that they’re remunerated in a way that is fair and equitable. And that’s not happening.

You mentioned the Copyright Royalty Board. In the UK, the Competitions and Markets Authority, with our help, is looking into how songwriters can be paid more money. They’ve started a 12 month investigation into the dominance of the major recorded music companies and how the relationship of them owning publishing is unhealthy. Because often when I discuss these arguments, it sounds like I’m not a fan of Universal, Warner or Sony. Nothing could be further from the truth. I love so much of the repertoire. I love so many of the people that are in those organizations.

“we’ve stood up as Hipgnosis and used our platform to ask what are very, very logical questions”

My criticisms are not of the organizations or of the people in those organizations. They’re of the paradigm that exists. The thing about paradigms, particularly ones that last 70 years, like the way that this one has, is that people often don’t know any better or they don’t think about it because they’ve been taught that this is just the way that it is. What I’m trying to teach people or hopefully inspire people to recognize is that just because that’s the way that it is, it doesn’t mean that it’s the way that it should stay. If you’re someone that I have a tremendous amount of time for, like Big John at Sony Publishing, who’s one of the greatest developers of songwriters in the world and fights hard for songwriters. He wrote a great letter to his songwriting constituency last week on the back of the CRB 4 ruling where they were that where they basically decided not to go with the settlement on mechanical royalties for physical product. Big John wrote an incredible letter to his constituency, outlining how he wants to fight for songwriters. I think we’ve made it possible for that to happen. That’s the fact that that we’ve stood up as Hipgnosis and used our platform to ask what are very, very logical questions.

I’m very careful with my words. I’m very careful not to say anything that someone can shoot down because it’s a very important war to win. The one thing that no one can ever say is that songwriters don’t deserve to get paid more money. Absolutely not. That’s the premise.

I normally don’t react to social media, but someone on on Instagram last night was trying to have a go at me because I was applauding the CRB for ruling. They were saying, “don’t you know how small the margin is on vinyl?” I was like, come on! Let me put this in context, the 9.1 cents that was where we were 30 years ago, right? And 30 years ago, a vinyl album cost $10. A vinyl album cost $30 today but you still want the songwriter to get paid that 9.1 cents that they were getting 30 years ago? How would you feel if I told you that you’re gonna get paid today what you got paid 30 years ago? You wouldn’t be able to survive. This is why songwriters are having such a difficult time surviving.

MIKE: Is there any territory in the world that has a better system in terms of more fair publishing? Or is this kind of across the board worldwide that it’s it’s out of whack?

MERCK: It’s it’s out of whack worldwide but the US is way behind everyone else. So even if you go to Europe, instead of that being 10 and a half cents, it’s 15. So that’s a third more.

What CRB three gave us at the beginning of 2018 was a 44% increase. Excuse me, that would take us to, between the beginning of 2019 and the end of 2022, it would take us to that same 15% that Europe is on. But of course, Spotify and Amazon have appealed it. Now, it’s easy to point those guys out as the bad guys. And I certainly don’t appreciate their appeal. And I can’t wait for for what I hope will be the Copyright Royalty Board knocking it back and upholding the 44% increase. But you have to ask yourself, going back to how I slice the Pie, you have to ask yourself, why they would appeal that.

mechanicals that used to be the responsibility of the record company, are now the responsibility of the DSP”

So if you’ve got the record company taking 50% for themselves out of every dollar, and then you’re asking Spotify or Amazon to pay the songwriters’ increases? Well, they’re under the squeeze. The other thing, which which very few people recognize, is that the mechanicals that used to be the responsibility of the record company, are now the responsibility of the DSP. So that 9.1 cents on every album back in the CD days, in the album Days, that’s $1 or so that would get paid for publishing on a record sale. That was the record company’s responsibility. Right now, it’s not $1 anymore, it’s something less than that. But now that’s Spotify’s responsibility or Amazon’s responsibility or Apple’s responsibility. No one really wants to point that out. But what the record companies have been able to do in these deals that are under NDA (non-disclosure agreements), and no one knows what the deal really is. They have passed the buck on mechanical royalties to the DSP. So it’s no wonder we’re in a position whether appealing now as I say, I’m confident, and I can’t wait for the appeal to get slapped down. But we have to look at reality. We have to wait.

“Shame on Daniel Ek…he should “be the first person to be standing up for songwriters because they’re the ones that are delivering the product that make people want to consume Spotify”

When you when you wonder how a company like Spotify gets to a place where they’re in the music business but they want to appeal what a songwriter has appealed. Shame on Daniel Ek. But there’s plenty going on behind the scenes that might lead someone else to come to the same conclusion.

Now, what’s missing from this is the narrative. Like Daniel Ek, should be standing up for songwriters. When you pay your $10 a month for Spotify, when you’re comparing it to Apple or you’re comparing it to Tidal or Deezer or whatever it might be, you might make choices that are based on editorial playlists, technology, aesthetics, etc. But at the end of the day, you’re not paying $10 a month for technology or aesthetics, you’re paying $10 a month for access to music. So you would think that Daniel Ek would be the first person to be standing up for songwriters because they’re the ones that are delivering the product that make people want to consume Spotify.

JAY: Yeah, I think it’s frustrating for people when they see someone like Daniel Ek, who’s worth three point something billion dollars and that money, in some people’s minds, should be going to the songwriters. And it makes me think about what can we do as an industry and what can Hipgnosis do as a company, to help songwriters and to exploit (and I mean that in the best possible way). This is the foundation of our industry, right? I mean, without the songwriters, we don’t have a job. And every other industry is built on top of it, but it seems like they’re the ones that get the least of that pie. What can we do Merck?

MERCK: So, a couple of things. First of all, I just want to address that I have no problem with Daniel Ek being worth several billion dollars or record executives getting paid hundreds of millions of dollars, as some did last year. I believe that there’s enough abundance in the world for everybody. But, but I also believe that there’s plenty to go around for the songwriters. The problem is not people getting paid money. The problem is that as you quite rightly pointed out, without the songwriter we have, no you have no job, we have no industry.

If you push play on Apple or Spotify, you’re doing so because you love that artists songs. If you go and see that artists play live, you’re doing so because you love that artists songs. If you’re buying their t-shirts, you’re doing it because you love their songs. If you’re buying the products that they endorse, you’re doing it because you love their songs, if you listen to their interviews, it’s because you love the song. Any aspect of this business, whether it’s merch or live or whatever it might be that you look at, all starts with the songwriter having written a great song.

On starting a Songwriter’s Guild: “how can it be that they are the lowest paid person in the room?”

So how can it be that they are the lowest paid person in the room? So what you have to do right now in the United States, how a songwriter is paid is determined by legislation. Right? So you’ll have record companies turn around and say, “Why are you blaming me? I don’t set the legislation.” Yeah, it’s correct, that they don’t set the legislation. But how does legislation get put in place? It gets put in place by advocacy and by lobbying. If you’re restricting the amount of advocacy that the three loudest voices in our business should have, then you are determining legislation. What we’re doing is we’re creating, and Hipgnosis is in this, will be owned by the songwriters. And it will be for the songwriters, a genuine songwriters guild. The purpose of it is to ensure that no negotiation takes place going forward that affects how a songwriter is paid that doesn’t have the songwriter sitting at the table. Not not a token songwriter that is going to tell you about their experiences, but a group of songwriters that are reflecting the consensus views of their community.

It’s taking time, but I’m bringing together hundreds of the most important songwriters to create this guild that will fight for songwriters. You’ll have people that turn around and tell you, Well, no, but you can’t unionize songwriters, you know what, I hate to say this, but you know, 50 years ago in England, you could go to jail for being a homosexual, you could be hung for being a homosexual. The world has grown up. We don’t do stupid things like that anymore. We recognize that each person has a right to be themselves. And in this instance, just because something happened 60 years ago or 100 years ago with regard to piano rolls and piano manufacturers that determined some legislation doesn’t mean that it can’t be changed. It can be changed, but it can only be changed by recognizing the songwriters role first, first and foremost. There isn’t a recorded music business without there being the songwriter first. When you recognize and you honor the role, and you look at the logic of “shouldn’t songwriters be paid more money?” There’s only one answer, and that’s yes. Then you have to fight for it.

“create a business that could make everybody a lot of money and at the same time, fight for songwriters and to change where they sit in the economic equation”

The decision that I made was that I could create a business that could make everybody a lot of money and at the same time, fight for songwriters and to change where they sit in the economic equation. For the alignment to be such that some of the most powerful institutional investors in the world and private equity… Blackstone is my partner on the private side and in the management company. So on the on the public side of the business, I’ve got 493 of the biggest institutional investors were a Fortune 250 company on the London Stock Market, going from strength to strength, we’ve given our shareholders a 43% total return on their investment since we started in 2018. All of these people have political clout and they now sit in the shoes of the songwriter and they’re motivated to do whatever they possibly can to get the songwriter paid more money, equally.

My partners, Blackstone understand that there will come a moment in time where I will ask them to help me open doors that I wouldn’t otherwise be able to open myself. When they help me open those doors, that will be help that the songwriting community has never had before.

MIKE: Can you point to a time? Historically, when did the publishing industry lose their leverage? Was it really when when major labels acquired most of those publishing companies or was it even before that? Because it sure seems like there must have been a moment in time where things kind of flipped?

“the music business in general has been a very unsophisticated business”

MERCK: You know that’s one of the things that I don’t talk a lot about. But what’s particularly important with how we go forward is that the music business in general has been a very unsophisticated business. There’s a lack of institutionalization, and I mean that word in the most positive sense. I call it sophistication rather than institutionalization. But whichever way you look at it, the lack of sophistication that exists in this business has served a few people greatly at the expense of the songwriters, the artists.

So one of my missions as well, is to bring real sophistication to this business. So when you go from that Tin Pan Alley, that sweet business that existed up until the early 60s, songwriters and publishers had some degree of leverage. But ultimately, particularly when you get into what I call the the post Beatles era, where recorded music became such a massive force and bought the publishing companies and control the publishing companies and control the economics like right now. When you put your song up on on Spotify, the metadata relates to the record, the recording,. The metadata doesn’t relate to the publishing or the copyright in the song. So making this a more sophisticated business is very, very important because that’s only going to make it a better business for artists and songwriters.

JAY: Listen, as we wind this down, Merck, I can’t thank you enough for taking the time to talk to us. This is all fascinating. I wanted to ask you ,going forward, are you optimistic about where we’re going, making sure that songwriters are properly paid for their work and that it’s a more fair business?

“I’ve never been more optimistic”

MERCK: First of all, to answer your question directly. I’ve never been more optimistic. But, just imagine that four years ago, almost five years ago when we started Hipgnosis, nobody was talking about this. I’ve taken the time to educate people where the songwriter really sits in the economic equation, which is at the bottom of it. I’ve taken the time to make the point that we all need to work together to take the songwriter from the bottom to the top. In that space of time, we’re seeing positive movements.

As much as it’s at a snail’s pace, we’re seeing positive movements and noises from CRB, the 44% increase, whether it’s appealed to what wasn’t appealed, is a step in the right direction. I believe that it will be upheld, the 44% increase, and that will take us a long way towards things, but really the microcosm of what’s happening in the UK, where a year and a half ago the DCMS (Department of Culture, Music and Sport) started to do an investigation into the streaming economy.

Now, Rogers gave evidence, I gave evidence, other people on both sides of the industry gave evidence. What we said was very, very simple, which is that you’re investigating the streaming economy and the streaming services. But what we really need you to be looking at is this unhealthy relationship, where the major recording recorded music companies own and control the publishing companies. 12 months later, that resulted in a recommendation from the DCMS, to the government, that the government should ask the competition, markets and marketing authority to do an investigation into this.

The second point that they raised was exactly the point that we made in our evidence of looking at the dominance of the major recorded music companies. Again, no malice to the major recorded music companies, no malice to the people that work in them. It’s a paradigm as it currently exists that does not recognize the role and honor the role, in a fair and equitable manner, of the songwriter in our business, as we’ve pointed out, in a fair and logical way.

“how can the songwriter be the worst paid person in the room?”

Together today, and on your podcast, without the songwriter we have nothing. So how can the songwriter be the worst paid person in the room? So the fact that that we’ve gone in this period of time of of advocating and really only, I consider ourselves to be only scratching the surface to a place where the Competitions and Markets Authority has started its own 12 month investigation into this that I believe will result in the songwriter being paid more money. I believe that CRB three and CRB four will ultimately result in the songwriter being paid more money. I’m cautiously optimistic, but I’m optimistic. What I’m certain of is that We’re making faster progress than I expected.

MIKE: Jay and I talk a lot about this because we were both at Warner Music and Universal Music. Jay was also at Sony. In those days, even though they own major publishing companies, if you were on the recorded music side, it was very siloed. You didn’t really know what was going on on the other side. But I think one of the things that I certainly noticed, since you’ve been on the scene, is just the fact that we even are talking about the CRB or all of these things that really, all ships have risen because of a lot of the advocacy you have brought to the table and talking about what music publishing is and how important the songwriter is, and just for the general public to know the difference between songwriters and performers. So I think both Jay and I would tip our caps to you. So much of what you’ve done to bring this up to the to a level of awareness to not only people in the business but even people out of the business. Well, Thank you.

“The solution for songwriters will absolutely involve Universal, Warner and Sony doing the right thing. We just have to drag them to that place.”

MERCK: I’ll tell you what’s interesting, and I’ll do this quickly. When you look at how sophisticated the investment community is, so we have one, I won’t mention the names, but we have one of the biggest what you’d call cornerstone investors. There’s a wealth division, there’s an asset management division, there’s a division where the analysts sit who are regulated analysts. So you know, this is a an investor that has a huge chunk of Hipgnosis, is almost $3 billion on the public side. So you would think that their analysts would be someone that they could influence to write nice things about us, right? But they can’t, because the investment community has genuine Chinese walls in it, where that person who’s an analyst has to be able to say the things that they think are the right things to say.

So sometimes they’re supportive of us and sometimes they’re not supportive of us, regardless of the fact that their sister company has such a massive shift. Now that those Chinese walls don’t exist in the music industry, the people that run these publishers, companies should be able to say and do that’s what is in the best interest of their publishing company and the songwriters.

And I know them, and I can promise you that they genuinely want to write, but they’re dictated to by the recorded music company that owns them, and that makes it more difficult. But you’ve got people like Big John, that are standing up and starting to fight the fight in a really massive way. I believe that, because this is really what’s important, hopefully provoking people into doing the right thing. The solution for songwriters will absolutely involve Universal, Warner and Sony doing the right thing. We just have to drag them to that place.

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