Education

Making sense of Music, Private Markets, and Investing.

glossary

Words we throw around, simplified.

A&R (Artists and Repertoire)

Record label department responsible for talent scouting, artist development, and overseeing the creative process of recordings. A&R executives serve as the bridge between artistic vision and commercial viability.

APO (Artist Private Offering)

A private securities offering that allows investors to purchase equity or revenue participation in an individual artist's business or specific projects.

ASCAP

American Society of Composers, Authors and Publishers. One of three major performing rights organizations (PROs) in the US that collects performance royalties when songs are played publicly and distributes them to songwriters and publishers. Operates as a non-profit. More info: https://www.ascap.com

ATS (Alternative Trading System)

SEC-regulated platform for trading securities outside traditional stock exchanges. Some ATS platforms facilitate trading of private securities and alternative investments.

Accredited Investor

An individual or entity that meets SEC requirements to invest in certain private securities offerings. Qualification routes include wealth thresholds, professional credentials, or entity status. Full current requirements at: https://www.sec.gov/education/capitalraising/building-blocks/accredited-investor

Advance

Upfront payment to an artist that must be earned back (recouped) from future royalties before the artist receives additional payments. Not a loan since it doesn't require repayment if not recouped. Can cover recording costs, marketing, or living expenses.

Asset-Backed Security

A financial instrument whose value and income payments derive from a pool of underlying assets. In music, these might be bonds backed by royalty streams from multiple catalogs.

BMI

Broadcast Music, Inc. One of three major US PROs, operating as a for-profit company. Collects and distributes performance royalties. More info: https://www.bmi.com

Basis Points

One hundredth of a percentage point (0.01%). If a management fee increases from 2% to 2.25%, it has increased by 25 basis points.

Blue Sky Laws

State-level securities regulations designed to protect investors from fraudulent offerings. Blue Sky exemptions exist for Regulation D Rule 506 and Regulation A Tier 2.

Book Value

The value of an asset as recorded on financial statements, calculated as original cost minus depreciation. Often differs from market value, especially for older music catalogs.

Breakage

In streaming, refers to unclaimed or undistributed royalties. Also refers to minimum guarantees not fully utilized, or in physical distribution, damaged or lost inventory.

Cap Table (Capitalization Table)

A spreadsheet showing the ownership structure of a company, including who owns what percentage, types of securities held, and how ownership changes through various funding rounds.

Carry (Carried Interest)

The percentage of profits that investment managers receive above the preferred return. Tax treatment varies by jurisdiction and current law.

Cash Flow

Money generated by an asset over a specific period. For music assets, includes all royalties, licensing fees, and other income received. Distinguished from accounting profit by focusing on actual cash movement.

Catalog

A collection of musical works owned by an entity. Can refer to compositions (owned by publishers) or recordings (owned by labels/artists).

Clawback

Contractual provision requiring return of previously distributed funds if certain conditions aren't met or if later losses occur.

Compositional Copyright

The copyright in the underlying musical composition (melody, lyrics, arrangement), separate from any particular recording. Generates performance, mechanical, and synchronization royalties.

Conversion Rights

The ability to convert one type of security into another, such as preferred shares into common shares.

Copyright Term

Duration of copyright protection varies based on creation date and type of work. Current US terms at: https://www.copyright.gov/circs/circ15a.pdf

DCF (Discounted Cash Flow)

Valuation method calculating present value of projected future cash flows. Common method for valuing music catalogs.

DSP (Digital Service Provider)

Streaming platforms like Spotify, Apple Music, Amazon Music, YouTube Music. Primary source of recorded music consumption globally.

Deal Flow

The rate at which investment opportunities come to an investor or fund.

Dilution

Reduction in ownership percentage when new shares are issued to other investors. If you own 10% and the company issues new shares without your participation, your percentage ownership decreases.

Distribution

In music: the process of getting music to DSPs, stores, and platforms. In investing: payments made to investors from profits, dividends, or asset sales.

Dividend

Payment to shareholders from profits or cash flow. Tax treatment varies by structure and jurisdiction.

Due Diligence

The comprehensive investigation process before making an investment. Includes reviewing financial records, contracts, rights ownership, chain of title, and potential liabilities.

Earn-Out

Additional payments based on future performance metrics. Common in catalog acquisitions where sellers receive bonuses if revenues exceed thresholds.

Enterprise Value

Total value of a company including market cap plus debt minus cash. Represents what it would cost to buy the entire company.

Escrow

Funds held by a neutral third party until certain conditions are met.

Fair Market Value

The price a willing buyer would pay a willing seller in an open market with both parties having full information.

Float

Shares available for trading. Limited float can affect price volatility.

Form D

SEC filing for Regulation D offerings providing information about the raise, issuer, and key principals.

Fund Administrator

Third-party service provider handling accounting, investor reporting, capital calls, distributions, and regulatory compliance for investment funds.

General Partner (GP)

The manager of a limited partnership fund who makes investment decisions and manages operations.

Gross Revenue

Total revenue before any deductions for expenses, commissions, fees, or royalty splits.

Harry Fox Agency (HFA)

Organization handling mechanical licensing for music publishers in the US. Now owned by SESAC. More info: https://www.harryfox.com

Holdback

Portion of purchase price or payment withheld until certain conditions are met.

Hurdle Rate

The minimum return that must be achieved before performance fees (carry) are paid to managers.

IPO (Initial Public Offering)

First sale of a company's stock to the public markets, transforming from private ownership to publicly-traded.

IRR (Internal Rate of Return)

The annualized return rate that makes the net present value of all cash flows equal to zero.

ISRC Code

International Standard Recording Code. Unique identifier for a specific sound recording. Format and info: https://isrc.ifpi.org

ISWC Code

International Standard Musical Work Code. Unique identifier for a musical composition regardless of recording version. Format and info: https://www.iswcnet.org

Implied Enterprise Value (IEV)

Company valuation calculated by extrapolating from the price paid for a partial stake. If someone pays $1M for 10% of a company, the IEV is $10M.

Independent Artist

Artist who retains ownership of their master recordings and operates without a traditional major label deal.

K-1

IRS Schedule K-1 showing each partner's share of partnership income, deductions, credits, and other items.

Label Services Deal

Agreement where labels provide specific services (distribution, marketing, promotion) without taking ownership of master recordings.

Lead Investor

The primary investor in a funding round who negotiates terms and performs due diligence.

Letter of Intent (LOI)

Non-binding agreement outlining basic business terms before full legal documentation.

Limited Partner (LP)

Passive investor in a fund who provides capital but doesn't participate in management.

Liquidation Preference

Priority in receiving funds if a company is sold or liquidated.

Lock-Up Period

Time period during which investors cannot sell their shares.

MFN (Most Favored Nation)

Contractual clause ensuring a party receives terms at least as favorable as any other party in similar position.

Management Fee

Fee paid to fund managers for operating the fund. Covers salaries, office, due diligence, and operational expenses.

Market Cap (Market Capitalization)

Total value of all outstanding shares calculated as share price times shares outstanding.

Master Recording

The original recorded version of a performance from which all copies are made.

Mechanical Royalty

Payment due when a composition is reproduced. Current US rates set by Copyright Royalty Board: https://www.crb.gov

Metadata

Data providing information about recordings and compositions (artist name, song title, writers, ISRC/ISWC codes). Accurate metadata is crucial for proper royalty distribution.

Multiple

Valuation metric comparing enterprise value to financial metrics.

NAV (Net Asset Value)

The value of all assets minus all liabilities.

Neighboring Rights

Performance royalties for sound recordings in territories that recognize these rights. US treatment differs for terrestrial radio versus digital/streaming.

Net Publisher's Share (NPS)

The portion of publishing income that remains for the publisher after paying the songwriter's share.

Net Revenue

Revenue after deducting all applicable expenses, commissions, fees, and costs.

Offering Circular

The disclosure document for Regulation A offerings. Requirements at: https://www.sec.gov/smallbusiness/exemptofferings/rega

Option

The right but not obligation to buy or sell an asset at a predetermined price within a specific time period.

P&D Deal (Pressing & Distribution)

Agreement where a distributor manufactures and distributes physical products but doesn't own the masters.

PPM (Private Placement Memorandum)

Disclosure document for private securities offerings under Regulation D.

PRO (Performance Rights Organization)

Organizations that collect and distribute performance royalties for musical compositions. US PROs: ASCAP, BMI, SESAC.

Performance Royalty

Payment when a musical composition is performed publicly. Collected by PROs and paid to songwriters and publishers.

Pipeline

Royalties that have been earned but not yet collected or distributed due to reporting and payment delays.

Portfolio Company

A company in which a private equity or venture capital fund has made an investment.

Preferred Return

The minimum return that limited partners receive before general partners participate in profits.

Primary Offering

Sale of new securities directly from the issuer to raise capital for the company.

Pro Rata

In proportion to ownership. If you own 10%, you receive 10% of distributions.

Publishing

The business of managing, protecting, and monetizing musical compositions.

Qualified Purchaser

Higher wealth threshold than accredited investor. Requirements at: https://www.sec.gov/investment/im-guidance-2014-07

Recoupment

The process of recovering advances or investments from generated revenues.

Regulation A (Reg A)

SEC exemption with two tiers allowing companies to raise capital from all investors. Current limits and requirements: https://www.sec.gov/smallbusiness/exemptofferings/rega

Regulation D (Reg D)

Private offering exemption with multiple rules. Requirements: https://www.sec.gov/smallbusiness/exemptofferings/regd

Reversion Rights

Rights that return to the original owner after specific time periods or conditions.

Royalty

Payment for the use of intellectual property. In music, includes mechanical, performance, synchronization, and other usage-based payments.

SESAC

A for-profit PRO in the US with invitation-only membership. Now owns Harry Fox Agency. More info: https://www.sesac.com

SPV (Special Purpose Vehicle)

A legal entity created solely for a specific transaction or investment.

Secondary Market

Where investors buy and sell previously-issued securities among themselves.

Secondary Offering

Sale of securities by existing shareholders rather than the company itself.

Sound Recording Copyright

The copyright in a specific recorded performance, separate from the underlying composition.

SoundExchange

Organization designated to collect and distribute digital performance royalties for sound recordings. More info: https://www.soundexchange.com

Streaming Royalty

Payments generated when music is played on DSPs. Split between recording royalties and composition royalties.

Sync License (Synchronization License)

Permission to use music synchronized with visual media. Requires approval from both master owner and composition owner.

Term Sheet

Non-binding outline of key business terms for a proposed transaction.

Territory

Geographic area where rights apply. Music deals can be worldwide, regional, or country-specific.

TikTok Effect

The phenomenon of songs going viral on TikTok, driving streaming increases and sometimes reviving older songs.

Tokenization

Converting rights to real-world assets into digital tokens on a blockchain.

Tour Support

Financial support from labels to offset touring losses. Usually recoupable from future royalties.

Underwriter

Financial institution that helps companies issue securities.

Upstreaming

When an artist signed to a smaller label gets moved to its parent major label.

Valuation

The process of determining what an asset or company is worth.

Vesting

The gradual earning of rights over time.

Waterfall

The sequential order in which investment returns flow to different parties.

Work for Hire

Creative work where the employer owns the copyright from creation. Creator has no ongoing rights or royalties.

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