Blackstone Says Its June 3 Offer for Hipgnosis Songs Fund Is Final

Blackstone doesn’t intend to increase its latest offer to acquire Hipgnosis Songs Fund (HSF), the London-listed investment trust it first launched a takeover bid for on April 20. The private equity firm said in a regulatory filing Tuesday (June 25) that the financial terms of its June 3 offer “are final and will not be increased” unless a higher offer or possible offer materializes.

The announcement appears intended to thwart any attempts by opportunistic investors to extract a higher offer from Blackstone. Analysis of shareholder data by The Financial Times shows that hedge funds known to trade on takeover targets have acquired “well over” 25% of HSF’s shares, raising the possibility that Blackstone’s offer will fail to reach the minimum 75% approval threshold when shareholders vote on the proposal at HSF’s July 8 general meeting.

Blackstone’s latest offer of $1.31 per share values HSF’s share capital at a total of $1.584 billion. After some back-and-forth with Concord, which bid $1.25 per share on April 24 and $1.14 per share on April 14, Blackstone increased its bid to $1.30 per share on April 29 and then to the current $1.31 per share price on June 3.

Securing the acquisition would allow Blackstone to consolidate HSF’s 65,000-song catalog with two entities it currently owns: the private music assets investment fund Hipgnosis Songs Capital and Hipgnosis Song Management, the investment advisor to HSF. The collection of rights held by HSF includes songs by Neil Young, Journey, Lindsey Buckingham, Blondie and more.

A purchase by Blackstone would bring an end to the six-year-old HSF and the turbulence of recent years. Launched as a pure-play investment in the safety of classic music copyrights, HSF was hit by a stagnant share price that hurt its ability to raise cash for additional acquisitions. Financial mishaps — such as an errant royalty accrual that caused the company to cancel its dividend — and accounting issues led shareholders to vote against continuation in October and set the stage for turnover on the board of directors and a plan to attract bidders to satisfy shareholders.