NEW YORK (NYTIMES) - Once again, American pop star Taylor Swift's music catalogue has been sold. And once again, she is deeply unhappy about it.
For the second time in a year and a half, the recording rights to Swift's first six albums - LPs that include mega-hits like Love Story, Shake It Off and We Are Never Ever Getting Back Together - have traded hands, and in response Swift has dragged private equity investors into the rough-and-tumble public conflict of celebrity social media.
Last summer, music manager Scooter Braun made a deal, estimated at US$300 million (S$403 million) to US$350 million, to buy the Big Machine Label Group, the Nashville, Tennessee, label that signed Swift when she was a teenager.
That led to a dramatic public clash, when Swift called the deal her "worst-case scenario."
Mr Braun had managed her longtime rival, rapper Kanye West.
She called on her legions of fans to tell Mr Braun and the Carlyle Group, the large private equity firm that is a major backer of Mr Braun's company, Ithaca Holdings, how they felt about it. Swift also indicated that she planned to re-record new versions of her old music, thus potentially devaluing the original assets.
In some ways, Mr Braun's deal for Big Machine was a routine transaction in the music industry, where hit catalogues change hands regularly. But Swift highlighted the fact that, like most artists, she did not control the rights to her own recordings, music videos and album art.
In a heated exchange, Swift accused Big Machine and Mr Braun of blocking her from performing her own work at an upcoming awards show.
Her protestations - and the news media coverage of it - led to months of talks involving Ithaca and Carlyle, which is better known for its past advisory arrangements with former heads of state like former United States president George H.W. Bush and former British prime minister John Major than for its involvement in entertainment-industry tussles.
On Monday (Nov 16), after news of a deal for Swift's back catalogue was reported by Variety, Swift identified the buyer as Shamrock Capital, a Los Angeles-based investment firm that was founded by Mr Roy E. Disney, a nephew of Walt Disney.
According to a note posted on social media by Swift, she was given an opportunity to be a "partner" with Shamrock.
According to a person with knowledge of the offer, Swift would have been able to invest money in the purchase and become an equity partner. But Swift said she turned it down because, according to her note, Mr Braun's deal allowed him to continue to profit from her work.
"As soon as we started communication with Shamrock, I learned that under their terms Scooter Braun will continue to profit off my old musical catalogue for many years," Swift wrote. "I was hopeful and open to the possibility of a partnership with Shamrock, but Scooter's participation is a non-starter for me."
One of the deal's features, in fact, is that Ithaca will receive future payouts if Swift's catalogue hits certain financial targets, according to two people familiar with the matter.
Swift also said that she had attempted to negotiate with Mr Braun to purchase her work outright, but was presented with what she called an unacceptable nondisclosure agreement as a condition of inspecting Big Machine's books, which she said she declined.
Although exact terms of Ithaca's sale of the deal to Shamrock were private, two people familiar with the transaction said that the sellers had insisted that Swift be given the opportunity to invest in her catalogue alongside Shamrock once it closed.
Swift's letter essentially puts Shamrock in the same position as Carlyle: a moneyed investor, usually accustomed to passive involvement, being thrust into a negative spotlight by one of the most famous people in the world.
Swift's stance also raises questions about Shamrock's ability to fully exploit its new asset. Since she is a writer of her own songs, Swift has the ability to block licensing deals for movies or television - which she has said she did to thwart Ithaca's plans for her Big Machine catalogue.
Shamrock paid more than US$300 million for Swift's catalogue, according to a person briefed on the deal. That would mean that Mr Braun and his backers, including Carlyle, would keep the remainder of Big Machine - whose artists include Sheryl Crow, Florida Georgia Line, Lady A and Tim McGraw - for a fraction of its original investment.
In a statement, Shamrock confirmed the deal, and suggested that it knew what might be coming.
"We made this investment because we believe in the immense value and opportunity that comes with her work," Shamrock said in its statement. "We fully respect and support her decision and, while we hoped to formally partner, we also knew this was a possible outcome that we considered."
Shamrock has invested in some music assets in the past, including the music publishing rights of the star production team Stargate, and in July announced that it had raised a US$400 million fund for entertainment assets.
Representatives for Mr Braun and Big Machine did not respond to requests for comment.
Carlyle owns about one-third of Ithaca Holdings, and was believed to have contributed a significant sum to the deal for Big Machine, which was announced in June 2019.
In her statement on Monday, Swift said that she was moving forward with her plans to rerecord her earlier music, adding that "it has already proven to be both exciting and creatively fulfilling."
Swift's complaints at the time of Mr Braun's initial acquisition of her songs shone a spotlight on the issue of ownership of master recordings - the rights to exploit any record, for sales, streaming or licensing.
These rights have traditionally been owned by record companies in exchange for the risk they take in signing new artists; relatively few major-label acts have managed to own rights to their recordings, among them Jay-Z, Metallica and Janet Jackson.
When Swift signed with the Universal Music Group two years ago, she made ownership of her recording rights a prerequisite of the deal.
