Mo Money, Mo Problems?
In March 2025, music publishing giant Primary Wave acquired a substantial stake in the Notorious B.I.G. music catalog with an estimated value of $200 million. Although the terms of the deal were not disclosed, Primary Wave announced that the company purchased a 50% share of the late rapper’s estate.1 By partnering with the estate, Primary Wave will have the right to administer the artist’s songwriting and recording catalogs together with the right to license and use his name, image, and likeness in connection with the commercialization of the copyrights. According to the Wall Street Journal, the rightsholders “aim to use the rights to pursue projects that elevate Biggie Smalls’s status as a legend, like taking his story to Broadway and creating immersive music experiences based on his catalog, some using the rapper’s digital avatar.”2
Similarly in 2024, Sony purchased the Queen catalog for $1.27 billion and the Pink Floyd catalog for $400 million,3 which also included name, image, and likeness rights (commonly known as “NIL”). These blockbuster deals reflect the preference of purchasers to acquire catalog packages that will allow the exploitation of properties across a wide variety of media. Accordingly, the value of music catalogs when coupled with the artist’s publicity rights is often exponentially enhanced. In the case of Notorious B.I.G., the publishing rights alone were initially valued at $100 million, while the master rights were on the table for another $30 to $50 million. Assuming the accuracy of these figures, the right to exercise the artist’s publicity rights when packaged with the catalog added roughly 33% to the overall catalog value.
2025 Market Trends
Despite predictions that the catalog acquisition market is cooling or in decline, the reality on the ground tells a different story. Less optimistic predictions may be based on diminishing inventories, rising interest rates, and volatile international markets. But while many premium catalogs such as Queen, Michael Jackson, Bruce Springsteen, Pink Floyd, and Bob Dylan are now off the market, catalogs continue to be bought and sold. According to music catalog valuation experts at Citrin Cooperman, in 2024, “[p]op music and hip-hop catalogs of songs released more than a decade ago received valuation multiples of 17.6 and 17.4 respectively; Latin catalogs had an average multiple of 17.1, country catalogs had a 16.8 average multiple and rock music averaged a 16.7 multiple.”4 These are big multipliers.
Why are buyers still bullish on the catalog market? One answer might be that catalog assets have a verifiable, mostly steady, and often predictable value, at least relative to other classes of assets. Specifically, as digital streaming consumption and resulting revenues continue to experience year-over-year growth, the predictability of revenue attributed to streaming will further entice capital investment from both inside and outside of the music industry. The result of such investment is proving to benefit music creators and rightsholders up and down the ladder of success. It seems that, to some extent, all ships are rising. Recording artists and songwriters ranging from one-hit-wonder writers, to journeymen producers, to touring cult favorites are discovering that there is a competitive market for their music and NIL properties, whether packaged as career-spanning catalogs, a limited collection of songs, or even a single song.
Best Practices
To maximize the attractiveness and value of a music catalog, the rightsholder is strongly advised to anticipate an eventual sale prior to taking the works to market. This advice applies equally to any person or entity that owns music-related copyrights (whole or partial) including band members, producers, composers, publishing companies, and record labels. Thoughtful preparation involves a variety of common-sense due diligence exercises and consistent organization and record-keeping practices.
Chain of Title Review
The first important action item is to inventory the universe of copyrights owned (or subject to recapture) by the creator. The purpose of this exercise is to establish a clear and clean chain of title for each copyright, which allows a would-be purchaser to confirm the seller actually owns and controls the subject copyrights. Copyright ownership should always be recorded with the U.S. Copyright Office via corresponding registrations. The creator should also confirm that consistent registrations are on record with all applicable Performance Rights Organizations (“PROs”), the Mechanical Licensing Collective (“MLC”), and with relevant digital fingerprinting systems (e.g., YouTube Content ID). Creators are also encouraged to coordinate ownership splits and administration rights with any joint creators (e.g., co-writers and band members) in advance to avoid disfavored partial and/or piecemeal transactions. Lastly, recognizing that sophisticated buyers will conduct lien searches related to the catalog assets, a potential seller might consider a pre-emptive search before taking the works to market.
Analyze Revenue and Royalty Streams
While there are multiple factors that contribute to the overall value of a catalog, historical and anticipated revenue is the most important. Accordingly, rightsholders are incentivized to maintain accessible and intelligible revenue records associated with their catalog. These records should include all income derived from digital streaming; public performance and mechanical royalties; synchronization licensing; and physical, digital, and print sales. As a bonus, careful and methodical record keeping practices mitigate the potential for mistakes and payment shortfalls to the rightsholder. Revenue histories can tell a story and simultaneously allow for confident predictions about the future. For instance, understanding historical revenues allow the rightsholder to identify and explain latent aberrations such as revenue spikes resulting from a material sync license, radio and chart success, or a one-time PRO bonus.
Review Existing Agreements
A musician’s career arc is certain to be peppered with contracts and business engagements. The typical songwriter or recording artists will sign any number or combination of recording, publishing, distribution, and/or licensing agreements that transfer, encumber, or otherwise affect their rights to creative works. Understanding the terms of such agreements is often vital to the acquisition preparation process. For example, a songwriter agreement or production agreement may allocate partial ownership of a song to a co-writer or producer. A publishing agreement may bestow burdensome transfer limitations or matching rights in favor of the publisher. A distribution agreement that includes a cash advance to the artist will likely allow the distributor to recoup monies from the artist’s royalty that will downwardly affect the calculation of revenue. Most importantly, copyrights assigned to a third party may be recaptured after 35 or 56 years depending on the specifics of the contract. Any one of these matters has the potential to materially impact the value of a catalog to a potential buyer.
Anticipate the Buyer Evaluation
Savvy sellers will anticipate the needs, requests, and expectations of a potential buyer. While the value of a catalog to any specific buyer is marginally subjective, the baseline value is established by the predictability of the financial return. Such predictions are almost entirely based on recent history. To perform its analysis, a buyer will request certain historical records including aggregate income history looking back three to five years, along with a detailed analysis of specific income streams, licensing history and trends, and other commercial activities of the applicable creators. These metrics are used to calculate a financial valuation of the catalog based on the aggregate revenue multiplied by a multiple.
The energetic involvement of private equity in catalog acquisition markets continues to be a game changer. Not only did the multipliers increase but the sophistication of the transactions soon followed. Put simply, the deals got more complicated. With this in mind, selling parties are encouraged to prepare a catalog prospectus that provides an in-depth analysis of the catalog assets, financial performance, and a proposed valuation. In addition to establishing the seller’s price, this exercise allows the catalog owner to preemptively introduce future events that are likely to impact the catalog value such as upcoming syncs, live touring, sample licensing, and other revenue-enhancing activities. Similarly, a seller with a substantial catalog might create a “data room” that allows for potential buyers to access the relevant information in a safe and transparent manner.
Engaging a Professional Business Team
Catalog transactions should always be directed by experienced professional advisors on both sides of the transaction. From the seller’s perspective, accountants and lawyers can assist with the readiness activities described in this article. An experienced attorney can assist with due diligence review, asset organization, and offer counsel as to preferred deal and tax structures. A financial advisor or business manager should always be consulted on matters of tax analysis and strategies, in addition to post-transaction financial planning. Too many unwary sellers have been harshly penalized by domicile issues and the tax treatment of divested assets, which were easily avoidable with advance planning. With the big picture in mind, a catalog owner can develop a term sheet that reflects preferred and/or non-negotiable terms such as post-sale use limitations or requirements, buy-back rights, and/or bonus earnouts.
From the perspective of the Notorious B.I.G. estate, the value of the partnership with Primary Wave is as much about creative alignment as it is the investment amount. Primary Wave promotes itself as a “forward thinking . . . team of professionals . . . striving for excellence in pursuit of iconic artists and catalogs that impact and influence culture.” For the estate, this partnership focused on legacy impact is likely to yield lucrative returns for decades to come. Of course, the B.I.G. catalog is a rare asset in terms of financial value, but all catalog owners should take away a lesson presented by the importance of buyer identity and synergy. Namely, owners, with the assistance of their professional team, should carefully consider which buyers are best suited to represent the catalog, maximize the commercial value, and preserve the legacy of the creative works and the creators themselves.
The Best Defense Is Offense
The public-facing appearance of diligent organization and careful maintenance will not hurt, and in most cases will greatly benefit the owner of a catalog. The objective for the seller is to make the catalog not only attractive but undeniably irresistible to buyers. Thoughtfulness and sophistication signal to buyers that a catalog is professionally vetted, competently administered, and will guarantee long-term value to the buyer. Preparedness also affords the seller an opportunity to anticipate and mitigate potential red flags, anomalies, or complications and ultimately avoid any loss of bargaining strength and leverage. While the complexity of catalog sales often makes it impossible to anticipate all the twists and turns associated with the deal, the intentional, conscientious seller can and should be prepared to the extent possible. In the context of the acquisition game, the best defense against undervaluation is the presentation of a game-ready catalog package.
In the words of Sir Paul McCartney, “If you want it, here it is, come and get it; but you better hurry ’cause its goin’ fast.”
[1] A Mother’s Quest to Secure Biggie Smalls’s Legacy, Wall Street Journal (Mar. 20, 2025), https://www.wsj.com/business/media/a-mothers-quest-to-secure-biggie-smallss-legacy-6e1b24b4
[2] Id.
[3] Sony Strikes Deal to Acquire Pink Floyd Catalog in $400 Million Deal, Say Sources, Music Business Worldwide (Oct. 1, 2024), https://www.musicbusinessworldwide.com/sony-strikes-deal-to-acquire-pink-floyd-catalog-in-400-million-deal-say-sources
[4] Catalog Gold Rush: 5 Things We Learned From Citrin Cooperman’s Valuation Experts, Billboard (May 27, 2025), https://www.billboard.com/pro/music-catalog-market-worth-citrin-cooperman-experts
