The silence was the policy
In June 2023, I sent Merlin a membership application for GMusic, a São Paulo label run by my friend Augusto, where I was the consultant at the time: baile funk, rap, electronic music, twenty-something artists. The delivery side was set up through FUGA, and Merlin’s collective DSP deals were the logical next step. Then nothing. We followed up, asking if the application had at least arrived. Nothing. More follow-ups. Nothing.
It turned out the silence was working exactly as designed. Merlin’s own membership page says it, to this day: due to the volume of applications, only applicants being considered for membership will be contacted. If nobody ever answers you, that is the answer. Kafka would have admired the economy of it: the verdict delivered by the absence of the court.
I got a human reply only because I happened to know someone inside. Jim Mahoney and I had spoken the year before on an unrelated matter, so I wrote to him directly, and to his credit, he answered at length, with courtesy, and with real advice. The substance, paraphrased: grow the business to a more significant place before pursuing membership. Our earnings were too low, our direct-DSP experience too thin, too many of our top artists had catalogues sitting with other rightsholders. He even sketched what the bar looked like: serious monthly earnings at each of three DSPs, sustained, with a team and top artists whose catalogues lived mostly with us. GMusic had earned €53.7K in the previous eleven months. Total, across everything. The bar was not a few rungs above us; it was a different building.
And here is the part that matters for everything that follows: it was good advice, and I needed it. The mea culpa is mine: I was naive about the move and naive about the timing. A label earning what GMusic earned did not need premium collective licensing; it needed two more years of building the catalogue. I was applying for the badge before building the business that the badge is supposed to certify. I have since given clients harder versions of the same speech Jim gave me. A club is a club, and the door is the product. Merlin’s entire premium with the DSPs rests on being curated, the significant and sophisticated independents, as its own website puts it, not everyone. You cannot sell scarcity through an open door. I understood it eventually, and I understand it now.
One more fact, to hold alongside the email. Today, GMusic clears the bar Jim sketched. We are not thinking about a deal with Merlin at all. Keep that too; it matters at the end.
Hold that email. Three years later, the club that would not have us just bought the meter that counts the independent sector’s money. The trade press is calling it a homecoming. I want to talk about what moved in with it.
The deal, stripped
The facts first. In December 2024, Universal Music Group, through Virgin Music Group, agreed to buy Downtown Music Holdings for 775 million dollars. Inside Downtown sat Curve Royalty Systems, the royalty-processing platform used across recorded music and publishing by a client roster that includes Armada, Defected, Epitaph, Exceleration, Reservoir, Sony Pictures Entertainment, Netflix, BBC via Demon, and, pleasingly, Virgin Music Group itself. The European Commission cleared the acquisition in February 2026 with one binding condition: Curve had to go to an independent, Commission-approved buyer.
On June 7, the buyer was announced. Jamen Capital, the media and IP investment firm of Matt Spetzler, provides what the announcement calls long-term financial backing. Merlin, the independent sector’s digital licensing body, is the partner and the face. Richard Leach, Curve’s President, stays on to lead the standalone business as CEO. The price was not disclosed, which matters, and we will get to why. The sale itself still needs final Commission sign-off on the buyer before closing. Keep that detail in mind, too; it will come back.
The reading that settled in immediately is a warm one: Curve returns to independence. The indie sector repatriates its own infrastructure from the largest major in the world. Charlie Lexton, Merlin’s CEO, framed the acquisition around ensuring Curve’s future independence and neutrality.
That is the warm version, and it arrived everywhere within hours. It survives exactly as long as you do not ask who is holding the pen on the cheque.
The remedy is the tell
Why did the Commission force this sale at all? Not market share. Curve is plumbing, not repertoire. The concern, stated plainly in the decision, was data. Curve processes royalties for UMG’s direct competitors, so UMG ownership would have given the major a window into rivals’ commercially sensitive information: their advances, their recoupment positions, their real streaming economics, label by label, artist by artist. Commissioner Valdis Dombrovskis called the divestment “a decisive step to protect sensitive data and prevent it from being controlled by a large competitor.” The regulator looked at a royalty processor and ruled, correctly, that a company which can read its competitors’ books is holding a competitive weapon.
It is worth pausing on how seriously Brussels took this. UMG initially proposed keeping two Curve engineers through the transition. After the Commission’s market test, even that was dropped. The divestment covers the entire business, every employee, and no residue. The Commission did not want two engineers’ worth of Universal inside this company. That is how dangerous the data is considered. And it is worth remembering that the independent sector itself thought even this was too soft: IMPALA called for the deal to be blocked outright, arguing that no remedy would be effective. The remedy is what produced the sale we are now discussing.
(A light note for connoisseurs of corporate anatomy: Curve’s client roster includes Virgin Music Group, which belongs to UMG. Universal, having sold the meter, stays on it as a client; Downtown’s COO said so in the announcement, with evident satisfaction. So the indie sector’s new jointly-owned meter will be reading a major’s subsidiary’s books. The window works in both directions now. Nobody seems to have mentioned this to the window.)
So hold the regulator’s logic in your hand, because it is the load-bearing fact of this whole story: the meter is a weapon in the hands of anyone with an adjacent interest in what it shows. The Commission applied that logic to a competitor. Its remaining job here is to confirm the new buyer is independent of Universal, and Jamen and Merlin will pass that test, because they are. What the test does not ask is whether the buyer has adjacent interests of its own. The rail did not change. The data did not change. Only the owner changed, and the new owner arrives wearing the one word that switches scrutiny off.
Follow the money, not the flag
Who actually bought Curve? The announcement says Merlin and Jamen, in that order emotionally, in the reverse order financially. Jamen is the money. Merlin is the legitimacy.
Matt Spetzler is not a community figure who passed the hat at an AIM conference. Before founding Jamen, he was Partner and Co-Head of Europe at Francisco Partners, where he played a key role in the firm’s roughly 750-million-dollar acquisition of Kobalt Music Group in 2022. He has completed more than ten investments in music and audio totalling over five billion dollars in value, and he still sits on Kobalt’s board today. This is private equity provenance of the highest order, and there is nothing scandalous about that, but it should be named, because the coverage keeps saying “the independent community” when the cheque says something else.
And Spetzler, to his credit, is not hiding the thesis. His quote on the deal: “Data and royalty infrastructure is only becoming more important to the future of the music business.” Read that twice. He is not buying a software company for its margins. He is telling you, in plain English, that the data is the asset. The same category of asset, the European Commission just spent fourteen months of review prying out of Universal’s hands because of what it reveals about the labels flowing through it.
The price being undisclosed is part of this picture. No number means no multiple, no way to test whether this was an infrastructure purchase at infrastructure prices or a strategic purchase at strategic prices. When nobody tells you what they paid, the silence is usually itself the information.
The function collapse
Here is the part the warm consensus skips entirely, and it requires only two dates.
January 2026: Jamen launches Pipeline, a lending platform with more than 200 million dollars in capital and a stated ambition to become the “largest funder of independent music globally.” Within days of leaving stealth, Pipeline strikes its first partnership, with Merlin: advances to Merlin member companies against the digital royalties Merlin’s deals generate for them. Entirely optional, members keep their rights; members can use other financiers. Fine.
June 2026: barely four months later, the same Jamen, with the same Merlin, buys the platform that processes the royalties those advances are lent against.
Lay the three functions on the table. Merlin licenses: it negotiates collective terms with the DSPs on behalf of roughly fifteen per cent of the global recorded-music market, across more than seventy countries. Pipeline lends against the very royalty streams Merlin’s deals produce. Curve meters: it is the system of record that tells a label what it earned, what it is owed, and what its catalogue is actually doing. Licensing body, lender, and meter. Three functions that in any healthy market sit in adversarial tension, because the lender wants to know what your royalties are really worth, the meter knows, and the licensor sets the terms that make the number. As of June 7, all three sit inside one ownership tent.
Lexton’s word for this arrangement is “neutrality.” I have read the word several times, and it does not improve. A meter co-owned by the sector’s largest aspiring lender is not neutral; it is structurally incapable of neutrality, in exactly the way the Commission said Curve under UMG was structurally incapable of it. Nobody needs to behave badly for the problem to exist. The problem is the architecture.
There will be governance answers, and they will be sincere: information barriers, independent management under Leach, and the optional nature of Pipeline’s advances. Note that Universal offered governance answers, too, and the Commission’s response was to require divestment of the whole business down to the last engineer. Architecture beats assurances. That is not my standard; it is the precedent the regulator itself set in February. It applied that standard to a competitor holding the meter, and it has no mechanism for applying it to a creditor holding the meter, because the merger test asks one question, independence from Universal, and this structure answers it honestly while assembling something the test was never designed to see.
One more line and I will leave the point alone: Merlin was never in this business. Since 2007, it has been a licensing agent, deliberately, almost ascetically so. It does not distribute. “Merlin is not a distributor” is printed on its own membership page in bold. It does not deliver content, does not touch your plumbing; members deliver their own music and opt into deals one by one, and the organisation charges a 1.5 per cent admin fee and hands the surplus back. That abstinence was the basis of trust. Buying Curve crosses the line for the first time in the organisation’s existence, and it crosses it holding hands with a creditor.
The gatekeeping flip
Now back to the door I was turned away from.
Merlin’s economics have always rested on curation. The membership bar is public and explicit: digital rights free of third-party obligations, content-policy compliance, a professional delivery solution already in place, and demonstrable experience running direct DSP relationships. That bar is what lets Merlin walk into Spotify and claim premium terms: we are not everyone, we are the good fifteen per cent. Scarcity is the product. The door is the product. Jim’s advice to GMusic was a perfectly honest description of that system, delivered by someone who believed in it, and in 2023, the system he described was real.
Curve and Pipeline run on opposite logic. A royalty processor earns more with more clients on the rail. A lender earns more with more borrowers in the book. These are throughput businesses. Volume is the product.
You cannot serve both logics forever. The moment Merlin’s revenue mix leans toward throughput, every rejected applicant stops being quality control and becomes foregone income. The bar that kept GMusic out three years ago is, under the new structure, a growth ceiling.
I want to be disciplined here, because prediction without documentation is the disease I criticize in other people’s writing. So, stated as trajectory and not as fact: nothing has been announced, the membership criteria are unchanged today, and Merlin would deny all of this. But the incentive now points one direction only. They will broaden acceptance. Not because anyone is corrupt, but because they now need bodies in the pipe, and institutions follow their revenue the way water follows grade. When it happens, it will be announced as expanding access for the global independent community, and it will be the quiet repricing of the very exclusivity the premium was built on.
The view from São Paulo
There is a final angle, visible from where I sit and mostly invisible from London or New York.
Look at Merlin’s membership as Merlin presents it: Beggars, Secretly, Domino, Epitaph, Sub Pop, Ninja Tune, Warp, PIAS, IDOL, Symphonic. Overwhelmingly US, UK, and European, with a handful of exceptions that mark the rule. The entire fight I have just described, who owns the indie sector’s royalty rail, whether it should have been repatriated from Universal, and whether the new owners can be trusted with it, presupposes a sector that has its own infrastructure worth fighting over.
Announcing the deal, Lexton said that “to be truly independent, our sector needs its own infrastructure.” He is right. It is also a first-world sentence. Brazil has no Curve. Latin America has no Curve. There is no neutral royalty rail down here to be captured, sold, divested, or repatriated; royalty processing in this market is whatever spreadsheet your distributor deigns to export, and I have spent a good part of twenty-seven years auditing the gap between that spreadsheet and the truth. Most of the world’s independents were never offered the independence everyone is now worried about losing.
The door, again
So the consensus says Curve came home to the independents. What actually happened is that a licensing club, a 200-million-dollar lender, and the sector’s royalty meter merged into a single interest, under a flag that exempts the structure from the exact scrutiny that built it, in a deal whose price nobody will say out loud.
Three years ago Merlin told GMusic to come back when it was bigger, and on its own terms, the advice was honest; the door was the product. But the club now owns a meter that earns by throughput and partners with a lender that earns by volume, and the arithmetic of doors has changed. Watch the membership bar over the next two years. When it drops, and I believe it will, nobody will announce it as what it is: a licensing agent becoming a volume business, scarcity repriced as throughput. Somewhere in São Paulo, there is a label with twenty artists and a polite pile of unanswered follow-up emails, and one day it will finally get a reply. It will read like an invitation. It will be a meter looking for bodies.
As for GMusic, we took the advice. We built the catalogue, and today we cleared the bar Jim described in 2023. We have not reapplied, and we are not going to. Part of the reason is that our original math was naive, too. The attraction, back then, was cost: Merlin’s admin fee runs between 1.5 and 3 per cent, against the 12 to 18 per cent a label our size pays a good distributor. What we eventually understood is that the low percentage is the headline, not the price. You still pay for delivery (FUGA, in our plan at the time; we also talked to AudioSalad, a bunch of lovely people, by the way). You still need extra hands to run the direct DSP relationships, the quality control, and the raw data. Merlin is cheap, the way a kit aeroplane is cheap: the engine is sold separately. So no, it is not that we outgrew the club. We did the full math, and the grass behind that door was never as green as the admin fee made it look. The club kept the door; the label stopped knocking.
I told you. In advance, for once.