Media M&A Rollup Leads to UPROXX Newco

June 7, 2024 by Chris Erwin

RockWater Roundup

RockWater analysis to make you a better investor and operator. Today we discuss the acquisition of media assets from WMG to create the UPROXX newco and their new growth mandate, history of M&A, YouTube sales partnership with WMG, and strength of the founding team.

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The UPROXX newco is a smart media M&A rollup.

I’m bullish on them doing well by *brands and fans*, and getting immediate revenue traction based on their WMG YouTube media sales partnership.

Let’s break it down…

🔎UPROXX STUDIOS OVERVIEW

A new “brand solutions studio” that “connects brands with talent, cultural arenas, and audiences”
Founded by media veterans Jarret Myer (CEO), Rich Antoniello (Exec Chairman), and will.i.am (Chief Visionary Officer)
Result of acquisitions of Uproxx, HipHopDX, Dime Magazine, and other media assets from Warner Music Group (WMG)
Reaches 170M+ monthly US visitors and generates 12B+ monthly US video views

🤝POST DEAL OPS

“significant investments in our brands, team, and experiences we offer”
Includes exclusive license to represent WMG’s YouTube inventory for US media sales
Will integrate will.i.am’s FYI AI technology and FYI radio into ops

🧐UPROXX DIVISION OVERVIEW

Uproxx – Millennial-focused culture media brand and production co (acquired by WMG in 2018)
HipHopDX – Digital mag of hip hop music criticism and news (acquired by WMG in 2020)
Dime Magazine – Digital mag of American basketball lifestyle (acquired by Uproxx in 2015)
FYI – productivity tool designed to serve Creatives. Combines messaging and collab tools with file mgmt and content pub features

💰NEWCO VALUE PROP

Access to A-list stars via WMG YouTube inventory + UPROXX superfan communities gives brands and advertisers new ways to participate in music culture
FYI AI tech will enable creation of AI StoryLabs, a new branded content and social media mgmt unit within UPROXX Studios
“Merging the agility and freedom of an independent entity with the reach and resources of a major music label.”

📑UPROXX HISTORY

f/k/a as Uproxx
Founded 2008 by Jarrett Meyer and Brian Bater (also co-founded Rawkus Records in 1996)
Acquired by male-focused media ad network Woven Digital in 2015
Rebranded to Uproxx Media, Jarrett became GM
Bought by WMG in 2018
Price undisclosed. Uproxx fundraising prior to deal was ~$43M
Value prop of acquisition was to “create engaging new experiences for young consumers, global promotional possibilities for brands, and innovative marketing opportunities for artists”
WMG exec Max Lousada and Uproxx co-founder Jarrett Myer used to work together at Rawkus Records (relationships and history matter in M&A!)
Upon acquisition, reach was 40M+ on social and web

📈WMG RELATED HISTORY

Announced 600 layoffs in Feb 2024, incl potential sale of Uproxx and HipHopDX
Recently wound down its podcasting brand Interval Presents and social media publisher IMGN
Overall faced challenges in its O&O and digital brand sales biz

🧐WHAT I FIND INTERESTING & DEAL INSIGHTS…

The exclusive right to sell WMG’s US YouTube inventory is a big win…

That’s premium inventory with A+ talent and broad audience reach, which will be attractive to advertiser partners. Those rights will bring immediate revenue into the UPROXX newco. I assume UPROXX has an enterprise YouTube license to direct sell the media inventory, which will drive higher CPMs than YouTube’s programmatic sales and AdSense share.

Further, this media can be packaged with custom branded content and other brand service offerings, helping UPROXX sell larger, unique packages to brand clients, which will help with new client acquisition, and growing overall revenue per client.

But of note, YouTube media sales is where the big ad dollars are, and where profit margin is high – branded content is high-touch and more costly to deliver, and much harder to scale revenue. Though sometimes branded content is a good way to get a food in the door to get access to the media buying teams, and UPROXX has a strong history here.

This last point explains why many growth investors, MCNs, digital media co’s, and agency businesses are leaning into the direct YouTube sales model, and for those who don’t have it, are figuring out how they can buy companies with this offering including the appropriate YouTube enterprise license (which aren’t easy to get).

On WMG’s media asset divestitures…

Based on industry reports around WMG’s 600+ layoffs, it seems that WMG’s O&O and social media brand sales businesses were underperforming.

No surprise there.🫨

Like many media and tech businesses over the last couple years, WMG is making a decision to re-focus their business, and remove underperforming assets that were part of an M&A buying spree when capital was cheaper. This is often the after effect of media & entertainment execs, who love playing the M&A game, even if the combination logic is challenged (hence the build x buy x partner framework…partnering is not as sexy, but often very compelling!).

WMG wasn’t likely setup to grow the O&O media and digital sales business, which requires different leadership expertise, strategy mandate, and resources VS a diversified music biz that makes the majority of its revenue from label and publishing services.

Therefore, I think this is a smart move for WMG, who now gets a strategic partner in UPROXX Studios, which will now have a larger and dedicated leadership team to solely focus on building the O&O media brand and brand servicing capabilities, which will directly benefit WMG artist promotion and generate incremental media sales revenue.

We know very little about the actual deal terms and sources of capital…

I don’t know how much funding the UPROXX newco received to support the WMG assets acquisition, working capital, investments in brand and team, and potential future M&A. Nor where that capital came from, how much was allocated just to the acquisition, and what the consideration mix was (did WMG get some equity in UPROXX?).

I can see the 3 founders putting some of their own capital in, but I’d also think there are some strategic angels / family offices / others who wrote some checks to buy the assets from Warner (likely at good prices considering current media valuation) and inject working capital into the biz.

Quick take on the FYI AI tech…

I’m not familiar with the FYI tech founded by will.i.am, and have done limited research on it. I also don’t know much about will.i.am’s tech chops, though some quick googling shows he was on the founding team of Beats By Dre, was a director of creative innovation for Intel, and is a serial tech entrepreneur.

So at a minimum, he’s got some tech savvy.

(for you Gen Zers who don’t recognize the will.i.am name, he’s best known as the frontman and founding member of the Black Eyed Peas musical group, which blended pop / hip hop / dance / electronic music, and was very popular with millennials like me back in the day 😉

Nevertheless, regardless of will.i.am’s tech creds, I’m unsure how much of a value driver the FYI tech will be. Overall, my belief is that many AI tools are good for PR headlines, but still have much to prove in their value add for both B2C and B2B applications. (Most) media co’s right now must focus on acquiring brands and fans, keeping them around and engaged (i.e. minimizing churn), and driving bottom-line profitability.

Nearly all else is a distraction in this market.

This feels like a leadership team worth betting on…

Therefore, I think the key win re will.i.am is getting him attached to the biz, where his primary value-add to the newco is (1) opening doors with A+ talent, artists, and brands, and (2) guiding the brand voice and aesthetic to be meaningful and relevant within music culture today, and where it’s going.

That being said, it’s unclear how involved he’ll be as “Chief Visionary Officer” – with a title like that and all his other business and creative ventures, I expect minimal involvement in day to day ops.

Another cofounder is Rich Antoniello, a seasoned digital veteran who over 2 decades built Complex into one of the best-performing digital media brands, and saw through its sale to Verizon-Hearst Media and then Buzzfeed. Complex started as a print magazine focused on hip-hop culture, streetwear fashion, and urban lifestyle, and over the years expanded into a digital media powerhouse, encompassing a wide range of content including music, fashion, pop culture, and sports.

At UPROXX Rich is starting with a good portfolio of media assets and talent relationships, VS the early days of Complex when he was building with Marc Ecko and with what I assume were much more limited founding resources, and also didn’t have the honed playbook of 20 years of deep digital and social operating experience.

This makes me optimistic that Rich can shepherd UPROXX Studios into a very meaningful business.

Key questions I think about are (1) will he recruit key members of his former teams to help execute (he likely already has) and (2) as exec chairman VS CEO, how much will he be involved in the day-to-day VS Jarrett. Admittedly, I didn’t know much about Jarrett until today’s deal analysis, but looking at his entrepreneurial history spanning from Rawkus Records and the original Uproxx to the double sale first to Woven Digital and then WMG, he seems like another strong lead exec to drive a good result for UPROXX.

Overall…

I’m bullish on this new venture, as I believe they have many of the key elements of what sets up a good media co in today’s market…

Unlocking orphaned media assets at likely good prices
Access to A+ talent and brand relationships
Focus on the growing music x culture audience category
An existing commercial media sales relationship to drive immediate revenue and margin
A seasoned and highly connected exec leadership team adept at content creation / revenue growth / M&A
Access to growth capital

Looking forward to tracking this one! 💪