Last week’s sale of music licensing organization Broadcast Music Inc. to a shareholder group led by New Mountain Capital will bring proceeds to the organizations currently holding stakes in the company.

iHeartMedia stated it expects to receive approximately $100 million in proceeds for its equity interest in BMI. The company intends to use the proceeds for general corporate purposes, which may include the repayment of debt. No terms of the sale were released, but multiple publications place the price around $1.5 billion.

BMI, which collects licensing fees for musicians, was founded by the NAB in 1939 and was operated as a non-profit until last year when it converted to a for-profit business. The company is held by a consortium of radio and television group owners. BMI’s current Board of Directors consists of multiple high ranking radio executives including Beasley Media CEO Caroline Beasley who currently serves as Chair of BMI. Other members include iHeartMedia’s Multi-platform Group CEO Greg Ashlock, Bustos Media President/CEO Amador Bustos, Urban One Chairwoman Cathy Hughes and CEO Alfred Liggins, and Hubbard Radio CEO Ginny Morris.

New Mountain Capital, LLC, (“New Mountain”) a leading growth-oriented investment firm with over $45 billion in assets under management, announced today that it will lead a shareholder group to acquire Broadcast Music, Inc. (“BMI”), the world’s largest performing rights organization (“PRO”). Headquartered in New York, BMI protects the rights of and advocates for more than 1.4 million songwriters, composers and music publishers (“affiliates”). BMI secures royalties for its affiliates by offering licenses to businesses for the performing rights in 22.4 million musical works. Mike O’Neill, BMI’s President & CEO, will continue to lead the company, along with his leadership team, following the closing.

New Mountain will acquire the company from the shareholders who own BMI today. New Mountain has also reserved additional capital to fund growth investments, new ventures and technology enhancements to help accelerate BMI’s long-term plan to maximize distributions for its affiliates and improve the service it provides to songwriters, composers and publishers.

As part of the agreement, and in recognition of the creativity of the songwriters, composers and publishers they have had the privilege to represent, BMI’s current shareholders will allocate $100 million of the proceeds of the sale to affiliates shortly after the transaction closing. The allocation of those funds, while not a distribution of royalties, will be in keeping with the company’s distribution methodologies, which are based on performance levels over a set period of time. BMI will work to finalize an equitable payout plan for this allocation in the coming months.

“Today marks an exciting new chapter for BMI that puts us in the best possible position to stay ahead of the evolving industry and ensure the long-term success of our music creators,” said Mike O’Neill, BMI President & CEO. “New Mountain is an ideal partner because they believe in our mission and understand that the key to success for our company lies in delivering value to our affiliates. We are excited about the many ways New Mountain will accelerate our growth plan, bringing new vision, technological expertise and an outstanding track record of strengthening businesses, all of which will help us build an even stronger future for BMI and our songwriters, composers and publishers.” He added, “I would also like to thank the BMI Board of Directors and BMI’s shareholders for their excellent stewardship and unwavering support of our creative community since the company’s founding in 1939.”

“BMI has been a trusted guide and champion of music creators from the beginning, and we are privileged to work with the company and its 1.4 million affiliates to build on that incredible legacy,” said Pete Masucci, Managing Director at New Mountain. “There are numerous growth opportunities ahead for BMI with significant potential to generate more value for the work of its songwriters, composers and publishers. We look forward to working together alongside Mike and his team to capitalize on those opportunities for the benefit of all BMI stakeholders.”

“While the music industry has undergone a technology-driven transformation over the past two decades, music infrastructure, including the performing rights ecosystem has been slower to transform,” said Mike Oshinsky, Director at New Mountain. “There is tremendous opportunity to modernize this critical part of music infrastructure and ensure that long term royalty collections for songwriters, composers and publishers continue to grow. With our support, BMI is ideally positioned to drive this transformation as the only PRO in the world to combine an open-door policy to all music creators with the innovation and commercial drive of a for-profit business.”

Growth Plan to Accelerate Value for Affiliates

New Mountain’s motto is “building great businesses,” and it brings to BMI significant experience partnering with management teams to grow and add value to the benefit of all constituents. The firm has added or created nearly 69,000 jobs, net of job losses across all of its current and past portfolio companies, has invested over $7 billion into research and development, software, and capital expenditures and generated an estimated $79 billion of enterprise value gains.

New Mountain’s growth investment in BMI will accelerate the company’s ambitious value creation plan, which has three core tenets:

1. First, to continue to grow cash distributions for its affiliates.
2. Second, to invest in next generation technology platforms and new service offerings that will improve royalty collections, enhance BMI’s customer service, and deliver the best possible experience for its affiliates.
3. Third, to add new revenue streams driven by organic growth investments and M&A opportunities, with an initial focus on improving general licensing royalty collections, international partnerships and new service offerings. New growth investments will create additional opportunities for distribution income for its affiliates.

New Mountain’s investment does not change the distribution targets previously communicated, which is the same approach the company followed in calendar year 2023 and which it will follow moving forward. For the calendar year, BMI targeted a payout of 85% of its licensing revenues and delivered +11% growth in cash distributions to affiliates over 2022’s distributions, which were reflective of the company’s prior not-for-profit model.

The transaction is subject to approval by BMI shareholders and customary regulatory approvals and is expected to close by the end of Q1 2024. Goldman Sachs & Co. LLC served as financial advisor to BMI and Fried, Frank, Harris, Shriver & Jacobson LLP served as its legal advisor. Moelis & Company served as financial advisor to New Mountain, and Simpson Thacher & Bartlett, LLP served as its legal advisor. As part of New Mountain’s investment, CapitalG will also invest a passive minority stake in BMI.