While Round Hill Music’s acquisition of Carlin Music took longer than expected to close, the deal was completed in the last days of 2017 and formally announced on Wednesday. And though its terms were not disclosed, sources say Round Hill paid $245 million, using about 30 percent leverage. That means it raised about $175 million in equity financing from institutional investors and another $75 million or so in debt, with SunTrust supplying the latter.
With the Carlin catalog carrying a net publishers’ share (or gross profit) at about $15 million annually, that means it went for about a 16 times multiple, which is in line with escalating pricing multiples for music assets. Three years ago, a 12 times multiple was the going rate for market valuations.
In buying Carlin America — founded by music industry legend Freddy Bienstock in 1966 and until now run by his daughter Caroline — Round Hill picked up a catalog chock-filled with iconic songs, including “Fever,” “Happy Together,” “The Twist,” “La Bamba,” “Chantilly Lace,” “Under the Boardwalk,” “What A Wonderful World,” “Splish Splash,” “Paradise by the Dashboard Light,” “Owner of a Lonely Heart,” “Video Killed The Radio Star,” “She Blinded Me With Science,” “Santa Baby,” “Jingle Bell Rock” and “Christmas (Baby Please Come Home),” as well as important Broadway music such as the scores to “Fiddler on the Roof,” “Cabaret” and “Godspell,” among others.
Carlin’s writers include Elvis Presley, AC/DC, Artie Resnick, Bobby Darin, Faron Young, Hank Ballard, Rudy Clark, Fats Domino, George Jones, Jim Steinman, John Sebastian, Carole Bayer Sager, Billie Holiday, Gary Bonner and Harold Arlen, among others.
“Every now and again you get the chance to acquire something very special; in this case, it is Carlin Music, said RoundHill Music vice chairman Richard Rowe said in a statement. “It was built over many years by Freddy Bienstock, a legend in the business, and we at Round Hill are very proud to take over this remarkable catalog representing decades of hit songs, and continue the wonderful job done by his daughter Caroline and her brother Robert.”
The catalog has been on the sale since at least the spring 2017 and attracted bids from a number of suitors in a process managed by Carlin advisor Osmond Kilkenney, with Alter, Kendrick & Baron providing legal. Michael Selverne and Gunster acted as legal advisors to Round Hill.
Among the factors prolonging the sale process was due diligence on copyright termination and reversion risk; and then acquiring a company with a complex structure, including many international subsidiaries, according to sources.
Round Hill CEO Joshua Gruss labeled the acquisition a great fit because of his firm’s “focus on super high-quality copyrights, and our ability to service them with lots of personal attention – something these amazing copyrights deserve.”
Meanwhile, in a moment that was probably bittersweet, Carlin Music’s Caroline Bienstock said in a statement, “Although the sale of the Carlin group of companies ends my family’s involvement with the iconic songs I grew up with, I am confident that Round Hill Music is the best possible new steward of our catalogue. I firmly believe that they appreciate the special quality of our collection of music every bit as much as we do, and I look forward to seeing our writers thrive under their management. I cannot imagine a better fit, and I’m excited for the future.”