UMG’s Virgin Music Group Acquires Downtown For $775 Million

Universal Music Group’s Virgin Music Group said on Monday it agreed to buy Downtown Music Holdings for $775 million cash in a deal that will bolster the world’s largest music company’s slice of the independent music segment.

Founded in 2007 in New York, Downtown Music Holdings is the parent company of the direct-to-creator distributor CD Baby, and the direct-to-business technology and distribution platform FUGA, as well as SongTrust and several other companies. Billboard reported in June that Downtown’s board of directors was considering a sale, as its long-time backer the family of the late Douglas Myers was looking to sell its stake.

Mounting investor interest in the fast-growing independent sector of the music industry has driven a number of deals this year, with the major music companies competing on certain deals in order to maintain and grow their market share serving and distributing the music of do-it-yourself artists, songwriters and indie labels.

Downtown has been in growth mode, Emily Stephenson, president of Downtown’s suite of publishing companies — Downtown Music Publishing, Songtrust and Sheer — told Billboard in a recent interview. Downtown Publishing is expected to generate more than $200 million in revenue in 2024, a 40% increase from 2023 and a higher gross figure than the company reported in 2020, the year before it sold its catalog of some 145,000 publishing copyrights to Concord.

The merger will broaden and enhance the companies “suite of services to clients, including digital & physical distribution; release marketing; business intelligence; neighbouring rights; synchronization; royalties and rights management,” according to a joint statement.

“[Downtown executives] Justin Kalifowitz, Andrew Bergman and Pieter Van Rijn have built Downtown Music into one of the most diversified and respected operations in the world,” said JT Myers, co-CEO of Virgin Music Group, in a statement announcing the deal. “This combination enables us to expand on the Downtown legacy and offer the independent music community a dynamic and innovative global infrastructure both in terms of service offering and territorial footprint, and we look forward to working with the Downtown team to serve independent entrepreneurs, artists and creators with an even broader portfolio of services.” 

“On behalf of Andrew, Pieter and myself, it is very exciting for Downtown to be joining forces with Virgin Music,” said Downtown founder Kalifowitz in a statement. “This is a tremendous recognition of the importance and vitality of independent music, and the value that our company brings to its clients every day. Downtown was established with the belief that artists and entrepreneurs everywhere and at every stage are entitled to the same tools and opportunities to succeed. We have no doubt that the breadth and high level of service Downtown provides to its clients will be strengthened working with Nat [Pastor, Virgin co-CEO], JT and the whole Virgin Music team.”

The deal is expected to close in the second half of 2025, subject to regulatory approval.

Goldman Sachs and the law firm Skadden, Arps, Slate, Meagher & Flom advised Downtown Music on the transaction, and Virgin Music Group was advised by Kirkland & Ellis, PwC and Freshfields.