How activist Irenic can amicably construct shareholder worth at Reservoir Media

Enterprise: Reservoir Media operates a music publishing enterprise, a recorded music enterprise, a administration enterprise and a rights administration entity within the Center East. It operates by means of two segments: Music Publishing and Recorded Music. The Music Publishing section is concerned within the acquisition of pursuits in music catalogs, from which royalties are earned, in addition to signing songwriters to agreements. The Recorded Music section acquires sound recording catalogs and discoves recording artists, in addition to markets, distributes, sells and licenses the music catalogs. Its publishing catalog contains compositions written and carried out by Joni Mitchell, The Isley Brothers, Billy Strayhorn, Hoagy Carmichael and John Denver. Its songwriters embrace Ali Tamposi, Jamie Hartman, Oak Felder and Steph Jones. It represents over 150,000 copyrights and 36,000 grasp recordings.

Inventory Market Worth: $493.95M ($7.59 per share)

Share Possession:  8.14%

Common Price: $6.54

Activist Commentary: Irenic Capital was based in October 2021 by Adam Katz, a former portfolio supervisor at Elliott Funding Administration, and Andy Dodge, a former funding companion at Indaba Capital Administration. Irenic invests in public firms and works collaboratively with agency management. Its efforts have up to now centered on strategic activism, recommending spinoffs and gross sales of companies.

On Sept. 30, Irenic introduced that it’s urging the corporate to undertake a strategic overview and to type a particular committee of the board to supervise the overview course of.

Reservoir Media (“RSVR”) is an award-winning unbiased music royalty firm with a portfolio of over 130,000 copyrights and 36,000 grasp recordings, focusing totally on secure music that has remained widespread by means of time, together with tracks by Hans Zimmer, Joni Mitchell and John Denver. After 12 years as a personal firm, RSVR went public in July 2021. It debuted by means of a merger with particular function acquisition firm Roth CH Acquisition II, whose sponsor Adam Rothstein at present serves as a member of Reservoir’s board. Since then, the corporate has continued to point out year-over 12 months development, nearly doubling its year-over-year gross revenue since its first earnings report in March 2021 from $47.39 million to $89.38 million, whereas earnings earlier than curiosity, taxes, depreciation, and amortization equally elevated from $33.8 million to $54.4 million. The corporate’s enterprise mannequin is split into two essential segments: Music Publishing, accounting for 66.41% of complete income, and Recorded Music, which generates 29.25% of complete income, each of which of grew 14.74% and 21.66% 12 months over 12 months, respectively. A essential supply for the corporate’s income is subscription streaming, which as an trade grew by 11.2% in 2023, representing roughly $14 billion in income. Streaming and downloading companies at present account for roughly 54.17% of Reservoir’s complete income between the 2 segments. Regardless of this promising monetary efficiency, the corporate has nonetheless managed to lose 22.24% of its share value since its SPAC IPO in 2021.

Irenic first reported holding a place in RSVR of their Q3 2023 13F submitting, and the agency later filed a 13D on Dec. 20, 2023, when the inventory was round $7 per share. On Sept. 30, 2024, Irenic filed a 13D modification reporting 8.14% useful possession at a mean value of $6.54 per share and introduced that it desires the corporate to undertake a strategic overview and contemplate a possible sale. We’re the primary to criticize “promote the corporate” activism as brief time period, however typically it is smart, and that is a type of conditions. Reservoir isn’t an working firm, as a lot as a collector of royalties. On this approach, their belongings work equally to a bond that pays a coupon. The coupon right here is the royalty funds and people funds improve in considered one of two methods. First, the musician can promote or stream extra music and accumulate extra royalties. RSVR’s library primarily consists of mature artists who will not be more likely to have spikes or dips of their royalty stream at this level, so that’s unlikely right here. Second, the corporate will see a rise in royalties with out elevated streaming as streaming firms improve their charges to finish customers, which occurs often. So, Reservoir ought to have a really secure and predictable rising income stream. The thesis for this firm going public by means of a SPAC is that it might use its totally or overvalued SPAC shares to accumulate friends that commerce at decrease multiples, permitting them to have decrease capital prices to roll up royalty streams. That was an excellent thought when SPACs had been getting sky-high multiples, however these days are over. Now, the corporate is barely buying and selling at 8- to 9-times internet writer’s share (NPS is a generally used trade particular metric representing the quantity of income a music writer receives from a track minus prices related to royalties being paid out), whereas friends are buying and selling within the mid to excessive teenagers. Because of this, that thesis is blown and there’s actually no purpose for an organization like this to have the bills and transparency of being public with out the advantage of decrease capital prices.

So now the acquirer turns into the acquiree. Ideally, a strategic purchaser who’s completely satisfied to pay upward of 15-times NPS for this firm would enter the image, which is feasible. However RSVR is extra more likely to be bought to a monetary purchaser for 2 causes. First, the Khosrowshahi household owns 44% of the widespread inventory and Golnar Khosrowshahi is the CEO. It is vitally unlikely that there could be a transaction wherein the household is not concerned and Khosrowshahi is not CEO. Second, she is a wonderful CEO on this trade and any monetary purchaser must be completely satisfied to have her on the helm whereas buying further belongings. There may be latest precedent for this, too: In July 2024, peer participant Hipgnosis was acquired by Blackstone at roughly 18-times NPS. Hipgnosis’s portfolio consisted of 138 catalogs with greater than 40,000 songs, notably smaller than Reservoir whose catalogs maintain over 130,000 copyrights and 36,000 grasp recordings. Furthermore, at present along with the Khosrowshahi household’s 44% stake and Irenic’s 8.14% holding, personal fairness agency Richmond Hill Investments owns 21.85%. Any mixture of those three buyers might roll a few of their fairness right into a buyout deal to make it simpler and extra rewarding for a monetary purchaser. Richmond Hill’s managing companion Ryan Taylor is on the board of RSVR, and the agency acquired its place when considered one of its portfolio firms was snapped up by RSVR. We don’t assume that Richmond Hill is a probable candidate to take Reservoir personal.

With the Khosrowshahis’ 44% possession, any confrontational activism isn’t an choice right here, however that’s OK as a result of it isn’t what Irenic is in search of. The agency believes within the administration group and sees itself as a superb companion for the corporate in addition to a protector of shareholder worth.

Ken Squire is the founder and president of 13D Monitor, an institutional analysis service on shareholder activism, and the founder and portfolio supervisor of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments.