There is a well-trodden line about assessing the trustworthiness of online bargains: if it looks too good to be true, it probably is. It comes to mind when looking at the extremely unusual way in which Morrissey is apparently seeking to offload his business interests in the Smiths. This is not like the forensic and formal processes behind huge catalogue sales in recent years such as Sting, Bob Dylan, Queen, David Bowie, Bruce Springsteen, Pink Floyd or Paul Simon.
A post on Morrissey Solo – the outlet for all official Morrissey communiques – says the singer has “no choice but to offer for sale all of his business interests in ‘the Smiths’ to any interested party/investor” and that he wants out. Maybe psychologically this is the closure he needs – the band will never reform, given bassist Andy Rourke’s death in 2023 and Morrissey’s clear personal and political differences with guitarist Johnny Marr – but, in straight business terms, this is shockingly cavalier.
It all has the musty whiff of a yard sale. There is a Gmail address listed as the only channel of contact for prospective bidders. Except when you email it, you get a bounce back saying no such address exists.
“Putting a rights sale on a free email account feels like the corporate equivalent of scrawling ‘guitar for sale’ on a lamp-post,” says Cliff Fluet, a partner at legal firm Lewis Silkin, a highly respected veteran of catalogue sales. “Serious investors will expect data rooms, warranties and proper disclosure. A Gmail pitch says none of that is coming, so heavyweight bidders will either steer clear or mark the price down heavily to cover the risk.”
Most of Morrissey’s Craigslist-style post is vague, talking about “all” Smiths recording and publishing rights, merchandise rights, trademarks and so on being bundled up for sale. Yet he does not own any of these outright and even turned down an offer from Marr to share control of band-related trademarks. Uncertainty reigns. Will he sign a deal with Marr ahead of this sale to clear obstacles for potential new owners? That is the great unanswerable question. Marr’s management declined to comment when asked by the Guardian.
There is an argument that bitter in-fighting, non-communication and Morrissey’s own controversial political pronouncements in recent years have seriously damaged the Smiths brand. Repairing and reviving it is perhaps never going to happen under current ownership, so something has to change.
“On the face of it, Morrissey is simply cashing out of a partnership that appears to be long past ‘irretrievably broken down’,” suggests Fluet. “It feels less like a strategic play and more like a desire to walk away with whatever value he can still extract.”
Alan Wallis is CEO of Dynamite Songs and previously ran the music transactions practice at Ernst & Young in the late 1990s and early 2000s, so has seen the changing dynamics of catalogue sales up close for more than a quarter of a century. He says selling a major stake in a commercially and culturally significant music catalogue in this idiosyncratic manner is utterly without precedent.
How such sales normally happen, he says, is that “you put together a pack with all the information that someone who is buying it would need to make a non-binding offer. Then you go into a diligence process with financial information for the last three to five years.” After that, the seller needs to put all related contracts in place. “This is to show that you’ve got title for whatever these assets are and that you own these assets,” he says.
From there, the process is typically to solicit a small number of serious bidders. “Normally, you wouldn’t go out far and wide,” says Wallis. “You’d do it to a limited number [of potential bidders]. You pick who the likeliest are. What you want is a little bit of tension between the two or three [bidders] to try to maximise the price. I don’t think this is going to achieve that.”
Wallis’s concern is that offering a sale in this way could be read by the market as a sign of desperation. Its unconventional nature and structure may scare off serious bidders such as record companies or major rights investors. This could mean more mercenary players step forward, ones who are equally mercenary in their bids. “When you look at it and you read how he just wants to get away from [the Smiths], bidders would low ball,” suggests Wallis.
Quick sales can happen, but invariably they are dramatically below market value.
The Smiths were originally signed to Rough Trade in 1983 but their catalogue of recordings is now owned by Warner Music Group. The collapse of the Rough Trade distribution network in 1991 saw the Rough Trade label sell off its entire catalogue to help pay off debts on the distribution side. A source with inside knowledge told the Guardian that Warner paid £1m for the Smiths’ recordings in this fire sale (equivalent to £2.3m today). “In retrospect,” they say, “it was far too cheap.” As such, any plans for the band’s recordings would need the full involvement of Warner. Buyers will be getting an important share, not total autonomy.
Then there is Marr himself. As co-writer of all the Smiths’ songs, he controls 50% of their publishing. He is also currently the sole owner of their associated trademarks, which will directly impact anything related to merchandise. Anyone scooping up Morrissey’s stake will still have to find common ground with Marr and he will have the power to overrule any commercial plans if he feels they are inappropriate or potentially detrimental to the band’s legacy and earning potential.
“You’d be buying into joint ownership with a co-writer who holds the trademark – on behalf of them both – and who has veto power over most commercial uses,” explains Fluet. “Without Marr’s nod, you don’t get control; you get a near-permanent negotiation.”
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Morrissey had full creative control over the record sleeves for all Smiths releases on Rough Trade. As their creator or creative director, he technically would have owned the IP in them since Rough Trade was not as obsessed as the major labels with nailing everything down contractually. The sale of the catalogue to Warner, however, is likely to have contained a clause whereby ownership of artwork and promo videos would be rolled into the sale of the master recordings.
One resolution, of course, would be that Marr and his team buy out Morrissey’s stake, meaning all the creator rights sit in a single pot and there are no complications or fraught negotiations needed to clear uses such as synchronisation deals. Yet given Morrissey’s terse statement (“I am burnt out by any and all connections to Marr, Rourke, Joyce”), it may be the case that he would peevishly refuse to sell to his former creative and business partner.
There is, argues Fluet, too much financial uncertainty here for any potential purchaser. “The only dependable cash for a buyer lies in Morrissey’s receipts of publishing and master recording royalties – the receivables that come in every quarter,” he says. “But even that income depends on the seller standing behind his paperwork and staying willing to cooperate on audits and future clearances. Right now, buyers can’t be sure of either.”
With politics and relationships being as curdled as they are, and the impact this has had on the band’s legacy management in both creative and commercial terms, the asking price could be significantly lower than one might expect for such an important catalogue.
“In a perfect world – clean chain of title, no arguments, full cooperation – a Smiths catalogue could fetch tens of millions,” estimates Fluet. “This is not that world. Overlapping claims, years of legal sparring and the hint of fresh litigation mean any bidder will apply a chunky discount.”
This is, even if everything is as it claims to be, undoubtedly the most unusual tactic to sell a significant catalogue and bundle of rights.
Wallis, wincing at the fact bids have to be submitted via a Gmail address (functioning or otherwise), says Morrissey really needs hardened professionals around him to strike an equitable sale price. “Someone’s going to have to help him do this deal,” he says. “I don’t know who’s going to be looking at the offers that come in.”
This, frankly, is just not how music rights sales are done. “It might be a pathetic attempt at trying to get attention,” sniffs one highly knowledgable music industry source.
Another well-placed industry name is partly sanguine and partly drily cynical: “It will be interesting to see if he actually means it.”