Blackstone Is Fielding Private Equity Offers For SESAC. But Is the PRO Up For Sale?

In the end, 2024 was the year that the U.S. performance rights societies found out what type of valuations they can command when they are put up on the block. As the year comes to a close, a select group of private equity suitors is kicking the tires on yet another performance rights organization, SESAC, according to sources.

Those sources say that deals like New Mountain Capital’s acquisition of BMI in February and Hellman & Friedman signing a letter of intent in September to replace Taxes Pacific Group as the majority owner of Global Music Rights that gave GMR a $3.3 billion valuation served as a catalyst for some private equity firms to reach out to SESAC’s corporate owner Blackstone to see if it was interested in selling.

Consequently, Blackstone is fielding inbound interest from a group of private equity firms that unsuccessfully bid on GMR, according to a source familiar with the matter.

Many private equity firms look at GMR and are “all shocked by the final valuation,” says a music asset investor. “Those firms have a real appetite for music because music assets are doing well.” In fact, some sources suggest that SESAC has been a fantastic performer for Blackstone. Nevertheless, as an investment firm representing institutional clients, Blackstone has a fiduciary obligation to maximize returns on their investments. So with the aid of the Moelis & Co. and Morgan Stanley investment banks, Blackstone is selectively and informally shopping the PRO and its subsidiaries to a targeted group of private equity firms, while so far eschewing to reach out to potential strategic buyers, sources say. “You can’t blame Blackstone for testing to see what the market will pay for SESAC,” says one music asset buyer.

SESAC, Blackstone, Moelis and Morgan Stanley executives either declined to comment or didn’t respond to a request for comment.

Blackstone, which bought SESAC in 2017 for $1.125 billion, has since invested in the company as the PRO, led by chairman John Josephson, has been making subsequent add-on acquisitions to complement its core business. During Josephson’s tenure, SESAC has acquired the Harry Fox Agency and Audiam to go along with earlier acquisitions like RumbleFish and Christian Copyright Licensing International. What’s more, in 2021, when Blackstone bought Hasbro’s music assets, including the MNRK record label and the Audio Network production music house, the latter company was added to SESAC’s portfolio. (Sources say Audio Network is included in the SESAC assets being looked at, but Billboard could not determine if MNRK is also included in any potential deal.)

Along the way, Blackstone loaded up SESAC with about $1 billion in debt through a series of asset-backed bond offerings, with the latest securitization for $180 million happening earlier this year. On Feb. 8, Kroll Bond Rating Agency (KBRA) noted that the proceeds from that bond sale would be used for “distribution to equity investors” as well as to pay certain transaction expenses and make deposits into certain transaction accounts.

According to that credit rating report, SESAC had revenue of $388.6 million in 2024, presumably the fiscal year ended Jan. 31, 2024. It also said that the company is expected to hit over $400 million in its current fiscal year, likely the one that will end Jan. 31, 2025. What’s more, that $388.6 million revenue total tracks only the SESAC businesses that are part of the collateral for the February 2024 securitization offering, which included SESAC, Christian Copyrights and Audio Network. Revenue from the Harry Fox Agency (HFA), the Stephen Arnold Group (SAG) and a few other smaller entities are not included as collateral. With HFA and SGA consistently reaching a combined total of $20 million to $25 million, according to revenue numbers given in earlier SESAC bond rating documents — published by the likes of Morningstar and the Kroll Bond Rating Agency — for 2022 and 2019 SESAC bond offerings, it’s conceivable that SESAC’s revenue was already above $400 million by the end of its most recent fiscal year. Those assets are included in what’s being shopped, sources say.

A 2019 Morningstar analysis found that SESAC has had a 12.9% annual growth rate since 1994. While that report didn’t cite revenue from those earlier years, other SESAC-related documents obtained by Billboard through the years show that SESAC had grown from $9 million in revenue in 1994 to about $57 million by 2004, then to about $206 million by 2014 and about $275 million by 2018.

While it’s unclear what price will tempt Blackstone to sell, sources say that as recently as last year, Blackstone and SESAC executives were saying that the PRO and its subsidiary companies were carrying about a $2 billion to $2.5 billion valuation. However, that’s when its securitized net cash flow was $118 million on collections (revenue) of about $318 million, versus the latest financials, which put securitized net cash flow at $147 million on $388.6 million in revenue, according to the Kroll report. That represents increases of 24.6% in securitized net cash flow and nearly 22.2% in collections/revenue over the prior year. Besides that growth, the implied valuation of SESAC is further enhanced by the BMI and GMR deals, which shows that PROs are attractive to private equity, sources say.

Unlike BMI and ASCAP, SESAC and GMR are not stymied by consent decrees, which is also a positive as far as private equity is concerned. A further deal point is that SESAC has a diversified revenue base. According to the Kroll report, at the end of fiscal year 2024, SESAC derived 37.2% of its annual revenue from general licensing, 21.7% from digital, 18.9% from TV, 9.7% from Audio Network, 6.4% from radio, 0.7% from foreign affiliates and 5.5% from other efforts.

On the other hand, that percentage breakout shows that even with the company’s diversification efforts into related music industry functions, its core business remains SESAC’s performance rights licensing, which it does through a boutique strategy of inviting songwriters to join as members. Through this strategy, it has landed such clients as Bob Dylan, Adele and Neil Diamond.

Still yet another plus that suitors will find attractive, says a music industry source, is the savvy stewardship of SESAC under Josephson. “He is been very effective there,” that source adds.

Moreover, in order to improve profitability, SESAC has been quietly pruning songwriters who are not generating enough royalties from their catalog. According to Kroll, the number of songwriter and publisher affiliates (with the former presumably the preponderance of the total), has shrunk from 35,000 in 2019 to 15,000 last year.

Pricing is paramount in whether Blackstone will do a deal. But it will be weighted against the possible return on investment if it chooses to retain ownership of SESAC. As it is, Blackstone and its equity investors likely have already clawed back a good portion of their initial investment in SESAC. In addition to the aforementioned possible equity distribution from the February bond offering, during the eight years it has owned SESAC, it’s likely that Blackstone made earlier dividend payouts to investors from the PRO’s profits down through the years; and possibly from earlier bond offerings, too. Besides that, Blackstone has provided itself with an annual $30 million management fee as measured against 16% of SESAC’s core retained collections, whichever is greater. (While the rating agencies do not define core retained collections, that could be the equivalent of net publisher share — what’s left after making royalty payments to songwriters and publishers.)

As for possible suitors, so far the only private equity firm that has come up in more than one conversation with music industry sources is TA Associates, a Boston-based private equity firm that says it has raised $65 billion in capital. A perusal of the investment firm’s website reveals that it has invested in another music company: In 2022, it acquired TouchTunes, the digital jukebox network that supplies music to bars, clubs, restaurants and other social spaces in North America and Europe. Moreover, a source says that TA may have even looked at SESAC in the past; SESAC has come up for sale a few times over the years and consequently had a few other institutional investor owners in the past, including Rizvi Traverse; before that, Oct-Ziff Capital Management Group was a minority shareholder in the company.

TA Associates representatives couldn’t be reached for comment over the year-end holidays.

Moelis, which is one of the banks said to be shopping SESAC, has made its mark elsewhere in the music business in 2024. Earlier this year, it was the buy-side advisor to New Mountain Capital in its BMI acquisition and the sell-side advisor for GMR in its search for an investor to replace the Texas Pacific Group. Morgan Stanley has music industry experience, including investing with Kobalt in making music acquisitions, among other deals.

Additional reporting by Elizabeth Dilts Marshall.