Music Moneyball Hackathon, NYC 2026. Seller: Northbridge Catalog Partners LLC. This is a diligence-quality assessment, not a valuation. Every figure is tool-computed or quoted from the supplied data room.
| Deal item | Detail |
|---|---|
| Transaction type | Asset Purchase Agreement (APA), not a share/equity purchase. Buyer acquires named catalog assets and leaves Northbridge's corporate shell and liabilities behind (subject to reps). Long-form APA still to be drafted; only an indicative term sheet exists. |
| Assets conveyed | Publisher's share in 32 compositions; a 15 to 18% artist royalty in 22 Pale Engines + Migrant Hour masters; assumable sub-publishing + Pulse sync contracts; accrued income to closing. |
| Excluded assets | Ordinary Weather (2010), the Japanese EP (Asahi reverted 2017), Soft Static masters (Vermillion residuary), band side-projects, unregistered demos. |
| Consideration | [Redacted] in the term sheet; 'the sum stated in the master agreement'; payment schedule is NOT in the room. |
| Conditions to close | Execution of long-form APA; consents and notifications to collection societies; target close 31 Aug 2026 (~90 days from signing). |
| Process / exclusivity | Bilateral, no banker; 30-day exclusivity from NDA; indicative bids 5 Jun 2026, final bids 10 Jul 2026. Seller counsel: Reeves & Patel LLP. |
| Governing law | APA / term sheet: New York. Underlying 1998 Partnership and 2017 Deed: England & Wales. Expect a mixed UK/US enforcement posture. |
| Category | Document sought | Status | Why it matters / what is missing |
|---|---|---|---|
| Songwriter agreements | Writer-to-publisher agreements for every writer. | 🟡 Partial | The 1998 Vermillion co-pub + admin covers the four band members. The non-band writers have NO agreements in the room (Akhtar 30%, Vela 8%, Park, Tate, Iqbal 12%, Hammond 8% sample). Without them the splits and the publisher's-share grant are unproven. |
| Artist / recording agreements | Band-to-label agreements (Vermillion for Soft Static; Capston for Pale Engines + Migrant Hour). | 🔴 Missing | Referenced only by their economics (the '1998 deal terms' 15% and Capston's 18% artist royalty). These define master ownership and the artist-royalty rate, which is the actual 'masters' interest being sold. |
| Acquisition / purchase agreement | The agreement under which Northbridge acquired the catalog. Northbridge bought from Vermillion (2017 Deed), not directly from Hollow Verge. | 🟡 Partial | The 2017 Deed is present, but the 'master agreement of even date' that sets consideration and the precise scope of rights acquired is missing. This agreement is the ceiling on what Northbridge can now sell; it must be read before the new APA. |
| Admin / distribution agreements (during ownership) | Third-party administration, sub-publishing, sync, and digital-distribution appointments Northbridge put in place 2017 to 2026. | 🟡 Partial | Sub-publishing (Cantata/Atlantico/Asahi) and the Pulse sync agency are present. The digital distributor agreement (whoever pays the DSP statements to Northbridge) and any post-2017 admin appointment are not in the room. The buyer inherits or must re-assign these to keep collecting. |
Principle: the songwriter and artist agreements prove what the writers granted; the Northbridge acquisition agreement proves what Northbridge holds and can convey; the admin/distribution agreements show what the buyer inherits. All three layers must reconcile before a number is committed.
| Instrument | Key term | Underwriting / negotiation implication |
|---|---|---|
| 1998 Co-Publishing & Administration (Vermillion) | Publisher's share + 15% admin fee; writers keep 85% of writer share; 5-yr term auto-renewing 3-yr; 12mo notice; 2-yr wind-down then reverts to writers. | Underwrite publisher's-share economics only. Price reversion risk. Confirm the agreement was in force at the 2017 assignment and not under notice; check for change-of-control triggers. |
| 1998 Partnership Agreement (band) | 25% equal split; third-party writers dilute the band share (cl 3.3); a partner's share vests in their estate in perpetuity on death (cl 7.1/8.2); solo compositions excluded (cl 3.4). | Writer share stays with members and estates (Petrov estate is a perpetual payee). Schedule A (identities) is missing. Confirm estate authority to receive/convey. |
| 2017 Deed of Assignment (Vermillion → Northbridge) | Assigns 'with full title guarantee' the publisher's share, 22 masters, and contracts; recites '40 compositions'. | Demand executed Schedules 1 to 3 and Annex 4. Reconcile 40 vs 32. A party cannot convey more than it held, so confirm only the publisher's share + admin transferred. |
| Master interest (Capston / Reston Vance) | 15 to 18% artist royalty after a 10% distribution deduction, collected and controlled by the label successor; acquired via a 2014 private treaty. | The 'masters' are a royalty stream, not master ownership/control. Soft Static masters are excluded entirely. Obtain the 2014 assignment and the exact royalty terms. |
| Pulse sync agency (2018) | Exclusive non-master sync agent, 15% fee, 3-yr term, 6mo termination notice, existing placements survive termination. | Confirm the appointment is still in force and assignable. Buyer inherits the agency. Negotiate assignment or fresh appointment; verify pipeline items have paper. |
| Sub-publishing (Cantata IT / Atlantico BR / Asahi JP) | 25% per-territory sub-pub fee cap. Cantata current; Atlantico silent since Q2 2023; Asahi reverted 2017. | Confirm which territories are live. Price the Brazil collection/lapse risk. Capture territory status in the reps and the disclosure schedule. |
| Sample clearance (Hammond / Bug Music) | 8% writer share on Slow Engine flows to a deceased sample-rights holder via Bug Music; the clearance is an unreadable fax. | Assumed liability. Require a legible, executed clearance and a non-infringement rep; reserve for back-claims. |
| Top track (by DSP master revenue) | Album | Streams | Revenue | |
|---|---|---|---|---|
| December Rooftops 30% writer share in PRS suspense, unsigned split | The Migrant Hour | 44,822,437 | $179,291 | |
| Slow Engine | Pale Engines | 17,529,327 | $70,118 | |
| Pale Engines | Pale Engines | 14,784,008 | $59,137 | |
| The Migrant Hour | The Migrant Hour | 11,605,366 | $46,422 | |
| Hollow Verge | The Migrant Hour | 8,735,251 | $34,942 | |
| Carrying Stones | The Migrant Hour | 8,643,187 | $34,574 | |
| A Northern Memory | Pale Engines | 8,490,194 | $33,962 | |
| Telephone Saints | Pale Engines | 7,262,897 | $29,052 |
December Rooftops alone is 25% of all DSP master income and ~30% of total catalog (one-pager). It is also the most legally encumbered asset in the deal.
| Source | Metric | Figure | Note |
|---|---|---|---|
| Catalog one-pager (marketing) | FY2023 gross publishing | $820,000 | headline; no bridge to statements |
| Catalog one-pager (marketing) | FY2024 gross publishing | $785,000 | headline; no bridge to statements |
| Seller earnings addendum | 3-yr avg catalog earnings | ~$485,000 | summary-level, incl. $42k Pulse settlement |
| Earnings overview / Q3 notes | CY2023 reconciled | ~$470-512k | two totals shown, no commitment |
| DSP direct (masters) | 2023 streaming | $83,377 | master royalties; convey only if masters in scope |
| DSP direct (masters) | 2018-2025 total | $707,048 | ~$88k/yr, 25% is December Rooftops |
| Bottom-up (Round 2, FX applied) | 2023 gross distribution | ~$770,000 | ALL payors summed in USD; supports the one-pager's gross |
| Bottom-up (Round 2, FX applied) | 2022 gross distribution | ~$832,000 | gross of writer shares; peak 2019 ~$989k |
| Reconciliation (resolved) | Buyer's economics | ~$470-512k | publisher's ~50% share + masters; this is what conveys, underwrite this |
Round 2 resolved this. With the withheld FX table and the filled statement gaps, the bottom-up gross distribution (~$770k in 2023, ~$832k in 2022) supports the one-pager's ~$820k. The two figures were never in conflict: the one-pager quotes gross distribution (all writer + publisher shares), while Northbridge actually banks only the publisher's ~50% share + masters, ~$470-512k. Underwrite the ~$470-512k that conveys, not the $820k gross.
| Non-band writer | PRO | Songs | Issue |
|---|---|---|---|
| Tomás Vela | SGAE | 8% on 4 Soft Static songs | SGAE/Spain; verify registration + payment |
| Reuben Park | BMI | 5% on 3 Pale Engines songs | producer-writer (BMI); confirm |
| Naomi Tate | BMI | 4% on Carrying Stones | not registered at PRS UK since 2022; BBC plays uncollected; complaint x2 unresolved |
| Lena Akhtar | PRS for Music | 30% on December Rooftops | DECEASED Mar 2022; paid US (BMI) but UK/PRS share in SUSPENSE; UNSIGNED split; no estate contact |
| Hassan Iqbal | COMP (Pakistan) | 12% on Quiet Engine bridge | never paid UK (PRS), intermittent US; engaged counsel (Mirza & Co); dropped by auto-matrix, found by review |
| Curtis Hammond | BMI (Bug Music) | 8% on Slow Engine (sample) | DECEASED 1989; sample share paid via Bug Music; clearance doc is an UNREADABLE fax; dropped by auto-matrix |
Empirical proof of the rights split (BMI 2024-Q2 statement): Northbridge publisher share = $24,862 of $49,724 = exactly 50%. Writers/estates keep the rest. Conflicting/unsigned sheets: Quiet Engine v1 (signed) vs v2 'OPERATIVE' (Petrov + Whitlock unsigned); Slow Engine duplicate (v1 PRELOI). Both deceased members appear unsigned on operative sheets. Note: our auto-matrix dropped Iqbal and Hammond (multi-line/sample rows); the agent review caught both, which is why tools are paired with review.
Post Round 2: GEMA, SACEM, MLC, HFA-2020, JASRAC FY21-23, ASCAP 2022-Q3 and Spotify 2022 are now filled (GEMA/SACEM/MLC at 100%). Still genuinely missing: Atlantico Brazil (dark since Q2 2023), ASCAP 2024 Q1-Q3, YouTube (never reported). HFA post-2020 'gaps' are not real (replaced by MLC). Misfiles, not gaps: tidal_royalty_2020-03.csv at root; AppleMusic 2022-12 and 2024-01 under /2023/.
| Payor | Cur | 23-Q1 | 23-Q2 | 23-Q3 | 23-Q4 | 24-Q1 | 24-Q2 | 24-Q3 | 24-Q4 | 25-Q1 | 25-Q2 | 25-Q3 | 25-Q4 | Missing periods (summary) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASCAP | USD | 52,023 | 52,023 | 52,023 | 52,023 | · | · | · | 49,724 | 47,267 | 47,267 | 47,267 | 47,267 | 2024-Q1→2024-Q3 (3) |
| BMI | USD | 52,023 | 52,023 | 52,023 | 52,023 | 49,724 | · | 49,724 | 49,724 | 47,267 | 47,267 | 47,267 | 47,267 | 2020-Q2; 2024-Q2 |
| PRS | GBP | 11,199 | · | 11,199 | 11,199 | · | 10,350 | · | 10,350 | · | 10,120 | 10,120 | 10,120 | 2023-Q2; 2024-Q1; 2024-Q3; 2025-Q1 |
| MCPS | GBP | 2,656 | 2,656 | 2,656 | 2,656 | · | 2,408 | 2,408 | 2,408 | 2,330 | 2,330 | 2,330 | 2,330 | 2018-Q1; 2021-Q2; 2022-Q4; 2024-Q1 |
| SOCAN (CA) | CAD | 5,054 | 5,054 | · | 5,054 | 4,915 | 4,915 | 4,915 | 4,915 | 4,531 | 4,531 | 4,531 | 4,531 | 2019-Q3; 2023-Q3 |
| APRA | AUD | 5,184 | 5,184 | 5,184 | 5,184 | 4,874 | 4,874 | 4,874 | 4,874 | 4,762 | 4,762 | 4,762 | 4,762 | complete |
| MLC | USD | 12,157 | 12,157 | 12,157 | 12,157 | 11,548 | 11,548 | 11,548 | 11,548 | 10,880 | 10,880 | 10,880 | 10,880 | complete |
| HFA | USD | · | · | · | · | · | · | · | · | · | · | · | · | 2021-Q1→2025-Q4 (20) |
| Atlantico (BR) | BRL | 4,788 | 4,788 | · | · | · | · | · | · | · | · | · | · | 2019-Q1; 2023-Q3→2025-Q4 (10) |
| Payor | Cur | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | Missing periods (summary) |
|---|---|---|---|---|---|---|---|---|---|
| GEMA | EUR | 38,717 | 32,762 | 30,589 | 32,178 | 29,609 | 28,076 | 26,715 | complete |
| SACEM | EUR | 28,149 | 23,775 | 21,747 | 23,052 | 21,211 | 20,500 | 19,215 | complete |
| SGAE | EUR | 5,511 | 9,229 | 8,907 | 9,041 | 8,508 | 4,084 | 7,722 | 2019-H1; 2024-H2 |
| JASRAC | JPY | 2,249,322 | · | 1,852,948 | 2,047,766 | 2,112,744 | 2,156,661 | · | 2020; 2025 |
| PPL | GBP | 5,953 | 4,919 | 4,467 | 4,686 | 4,475 | 3,946 | · | 2018; 2025 |
| Cantata (IT) | EUR | 16,166 | 7,919 | 7,636 | 7,809 | 7,286 | 7,095 | 6,603 | complete |
| Asahi (JP) | JPY | · | · | · | · | · | · | · | 2018→2025 (8) |
· = no statement for that period. Data-integrity caveat: values are partly duplicated/templated (ASCAP & BMI 2018-Q1 identical to the penny at $54,402.84; multiple 2024 BMI quarters all show $49,724.36). Treat as indicative, not bankable.
Verdict: a clean LTM run-rate cannot be built from this room. The biggest US PRO (ASCAP) has only 1 of 4 trailing quarters; PRS has 2 of 4; The MLC has 6 of 12; Atlantico (Brazil) is dead (0 of 4). Semiannual/annual payors (GEMA, SACEM, JASRAC, PPL, sub-pubs) straddle the 12-month window and cannot be cut cleanly. Add the currency mix (7 currencies, only GBP has a documented FX rate in the room) and the duplicated values above, and any LTM figure is an estimate. This is exactly the trap in the seller's own LTM snapshot, which concedes it included 'whichever statements were available'.
| Sev | Finding | Why it matters | Action |
|---|---|---|---|
| CRITICAL | Headline revenue unsupported | One-pager claims FY23 $820k / FY24 $785k 'gross publishing'. Bottom-up reconcilable statements (seller's own addendum) are ~$470-512k catalog earnings. A ~$270-350k/yr gap with no bridge. | Re-underwrite off statements, not the one-pager |
| CRITICAL | Rights layer: publisher's ~50% share, not whole royalties; masters are a 15-18% artist royalty | 1998 deal is co-publishing + ADMINISTRATION. BMI 2024-Q2 statement PROVES it: Northbridge gets $24,862 of $49,724 = exactly 50% (publisher share); writers/estates keep the rest. Capston statements: 'Artist royalty rate 18.0% of net receipts' = the 'masters' are an artist royalty, not ownership. | Confirm exact rights bundle in long-form PSA; re-underwrite |
| CRITICAL | December Rooftops, 30% of catalog, is the most encumbered asset | Lena Akhtar 30% co-writer share in PRS suspense since her death (Mar 2022); split sheet UNSIGNED by Akhtar and the deceased Petrov; no estate contact. | Quantify suspense balance; indemnity + holdback |
| HIGH | Scope contradiction: publishing-only vs publishing+masters | Term sheet says publishing-only and excludes masters. One-pager includes PE + MIG masters. The ~$707k DSP income is master royalties that only convey if masters are in scope. | Resolve before pricing |
| HIGH | Payee-status contradiction + bank-redirect fraud surface | BMI 2024-Q2 pays 'Jules Petrov' in his OWN NAME ($5,664), while the inventory and a 2024 email call him the 'Estate of Julian Petrov'. The bank-change request was steered OFF EMAIL ('never trust email for this'). Must be verified out-of-band before relying on any payment direction. | Verify payee out-of-band; control test the change |
| HIGH | Active writer disputes (Tate, Iqbal) | Naomi Tate (4% Carrying Stones) not registered at PRS UK since 2022. Hassan Iqbal (12% Quiet Engine bridge) never paid UK, engaged counsel (Mirza & Co). Both = retroactive liability + registration fixes. | Reserve for back-royalties; fix registrations |
| HIGH | Conflicting / unsigned split sheets + a deceased-1989 sample writer | Quiet Engine v1 (25% x4, signed) vs v2 'OPERATIVE' (adds Iqbal 12%, members 22%, Petrov+Whitlock UNSIGNED). Slow Engine's missing 8% = a Curtis Hammond (deceased 1989) sample share whose clearance is an UNREADABLE fax. December Rooftops unsigned by 2 of 5. | Obtain fully-executed splits 'held by original publisher'; legible Hammond clearance |
| HIGH | Excluded-asset income co-mingled into catalog totals | $18,000 A24 'Wedding Light' sync sits on the EXCLUDED Ordinary Weather album (GBVTP1000109) yet flows into the 2022 catalog sync total. Confirmed in the Pulse confirmation. | Strip excluded-asset income from the basis |
| HIGH | Earnings quality: double-count, estimates-as-actuals, unrecouped advance | $42k Pulse/BMW 2022 settlement double-counted across 2022 AND 2023 (seller 'has not decided which year'). PRS/GEMA black-box 'expected' booked as hard numbers. A $120k 2019 Capston advance is 'recouped' but neither the side letter nor any recoupment line is in the room. | Normalize to cash actuals; net the advance |
| MEDIUM | Missing 2017 Deed schedules + 40-vs-32 comp count | Deed references Schedules 1-3 (compositions/masters/contracts), none in room. Deed says 40 comps; catalog shows 32. 8 unaccounted. | Request executed schedules; reconcile count |
| MEDIUM | Statement gaps: GEMA 2021-23, MLC post-Mar-24, all-2020 US mechanical, Atlantico since Q2-23, YouTube never | Corroborated by seller emails. HFA stops 2019-Q4 and MLC starts 2021-01 = all of 2020 has zero US digital mechanical. Atlantico (Brazil) dark after 4 follow-ups. YouTube/Content ID never reported. | Request replacements + authority letters; assess Brazil/YouTube |
| LOW | Data-room hygiene | 3 identical term-sheet 'versions'; 'Z archive DO NOT USE' + backups that duplicate operative files; blank placeholder scans (Document1/scan0007/Untitled); corrupt master-inventory xlsx; corrupt Capston FY2025; Tidal month-13 + .crdownload; seller rep's CV and personal photos in a buyer room (PII leak). | Request a clean, indexed re-issue |
| Pri | Document requested | Why |
|---|---|---|
| P0 | Executed Schedules 1-3 to the 2017 Deed of Assignment | Defines exactly which compositions, masters, and contracts conveyed; resolves 40-vs-32 |
| P0 | Fully-signed split sheets for all 32 compositions (esp. December Rooftops, Quiet Engine v2) | Split sheets state a signed version 'is held by the original publisher'; unsigned shares are unenforceable / disputable |
| P0 | Underlying writer / co-publishing agreements + confirmation of rights bundle being sold | Establish whether buyer acquires publisher's share only or writer share too; reversion triggers |
| P0 | PRS suspense statement + estate position for Lena Akhtar's 30% on December Rooftops | Largest single encumbrance on the flagship; size the suspense and indemnity |
| P1 | GEMA statements 2021-2023 (H1+H2 each) | Three years missing; seller acknowledges and is chasing |
| P1 | The MLC statements Apr 2024 onward (and Q2-Q4 2023) | Mechanicals understated by up to ~70% for affected periods |
| P1 | Atlantico (Brazil) remittances Q3 2023 to date + confirmation it still administers | Sub-publisher unresponsive to 4 follow-ups; possible lapsed income or collection |
| P1 | Naomi Tate and Hassan Iqbal dispute files + PRS registration corrections | Active claims; quantify retroactive UK liability |
| P1 | Pulse sync agency current agreement + pipeline confirmations (Slowfall S2, Audi, BMW $42k) | Confirm exclusive agent still in force/assignable; verify 'pipeline' and one-off items |
| P1 | Capston mechanical advance side letter (2019, $120k) + recoupment schedule | Unrecouped advance reduces net income; not in room |
| P2 | SACEM 2022, Vermillion 2021-H1, MCPS gap quarters, JASRAC FY statements | Period gaps to complete the statement set |
| P2 | ISWC/ISRC registration exports from each society; reconciliation methodology | Verify registrations match split sheets; the pro-ration method 'is not documented anywhere' |
| P2 | Confirmation of excluded items' boundaries (Ordinary Weather, Asahi reversion, side-projects) | Ensure excluded income is not double-counted in headline figures |
Process letter allows document requests answered within 1 business day; legal items routed via Reeves & Patel LLP.
Generated for the Music Moneyball Hackathon. All figures computed from the supplied data room; the catalog and parties are fictional. Diligence-quality review, not investment advice.