by Jeff and Todd Brabec
Jeff and Todd Brabec Many co-publishing agreements contain provisions which give the administrating music publisher the right to match an offer that is received by the co-publisher from a third party interested in buying the co-publisher's interest in a catalogue.

In these cases, the co-publisher must send the administrating publisher a summary of the substantive terms being offered, and the administrating publisher will have an agreed-upon time period to digest the third-party offer and either match the offer or decline.

If the administrating publisher decides to match the offer within the time period agreed to by the parties in the contract (e.g., within 30 days, 45 days, etc.), the administrating publisher will buy the co-publisher's share of the catalogue on the terms offered.

If the administrating publisher decides not to match, the co-publisher will be able to finalize the sale with the third party on the terms proposed.

If the substantive provisions of the offer change after the administrating publisher has declined to match, however, and become less favorable to the co-publisher (for example, if the monies for the sale of the co-publisher's share of the catalogue are reduced in the negotiations with the third party), the administrating music publisher who declined to match the more favorable offer will usually have the right to match the new lower offer.

For example, if a songwriter wanted to put his or her co-publisher's share of the catalogue on the market for sale, received a bona fide offer of $100,000 from a third party, presented the offer to the administrating publisher that owned the other 50% interest, and had the offer rejected by that publisher, the songwriter would be able to sell the co-publisher's share for $100,000.

If as a result of the prospective buyer's investigation of the catalogue, however, it was discovered that the income levels on which the purchase price was based were not what was represented by the songwriter, and because of this the buyer lowered its offer for the catalogue (e.g., from $100,000 to $50,000), the administrating music publisher would again have the right to match this new offer since the only offer that it had rejected was the $100,000 one.

© 2009 Jeff Brabec, Todd Brabec

This article is based on information contained in the new, revised 6th edition of the book "Music, Money, And Success: The Insider's Guide To Making Money In The Music Business" written by Jeffrey Brabec and Todd Brabec (Published by Schirmer Trade Books/Music Sales). www.musicandmoney.com

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