Done Deal: UMG’s Downtown Acquisition Approved by EU Competition Regulator
•February 13, 2026
0
Why It Matters
The transaction consolidates UMG’s foothold in the independent‑artist services market while preserving competition through the Curve divestiture, reshaping Europe’s music distribution landscape.
Key Takeaways
- •EC approves $775M UMG‑Downtown acquisition.
- •UMG must sell Curve royalty platform.
- •Integration adds FUGA, CD Baby, Songtrust to Virgin Music.
- •Independent sector opposed, but remedy satisfied regulators.
- •Deal expands UMG’s reach to 5,000 clients, 4M creators.
Pulse Analysis
The European Commission’s green light for Universal Music Group’s $775 million purchase of Downtown Music Holdings marks the culmination of a year‑long antitrust review. Regulators focused on the ownership of Curve, Downtown’s royalty‑accounting platform, fearing that access to sensitive streaming and publishing data could give UMG an unfair advantage over rival distributors. By requiring a full divestiture of Curve as a standalone entity, the Commission aimed to preserve data‑privacy safeguards and maintain a competitive wholesale market across the European Economic Area. The remedy satisfied the Commission’s competition concerns while allowing the broader transaction to proceed.
With the approval secured, UMG can now fold Downtown’s extensive service portfolio—FUGA’s digital distribution, CD Baby’s direct‑to‑fan platform, and Songtrust’s publishing administration—into its Virgin Music Group arm. The combined offering gives independent artists and labels a one‑stop solution for distribution, rights management, and monetisation, extending UMG’s reach to more than 5,000 business clients and four million creators in 145 countries. Economies of scale and shared technology infrastructure are expected to lower costs, accelerate release cycles, and provide richer analytics for the indie ecosystem.
The deal, however, arrived amid vocal opposition from the independent sector, with groups like IMPALA and a coalition of over 200 indie labels warning that consolidation could erode market diversity. The EC’s targeted remedy demonstrates a regulatory willingness to balance industry consolidation with competition safeguards, setting a precedent for future music‑tech mergers. As UMG integrates Downtown’s assets, the independent community will watch closely to see whether the promised ‘more open ecosystem’ materialises or if the loss of Curve reshapes data‑access dynamics in Europe’s music market.
Done Deal: UMG’s Downtown acquisition approved by EU competition regulator
It’s a done deal. The European Commission has approved Universal Music Group’s proposed $775 million acquisition of Downtown Music Holdings.
The conditional approval is subject to UMG’s commitment to divest Downtown’s Curve royalty accounting business.
The green light from the EC, announced Friday (February 13), concludes a regulatory process spanning more than a year since UMG’s Virgin Music Group first announced the transaction in December 2024.
Statement from Virgin Music Group
Nat Pastor & JT Myers, Co‑CEOs of Virgin Music Group said in a statement:
“Bringing Downtown’s exceptional team and capabilities to Virgin Music Group means greater flexibility and a sharper set of services for independent entrepreneurs, artists and labels.”
“We appreciate the European Commission’s thoughtful review and look forward to welcoming our new Downtown partners and colleagues as we continue to empower the independent community together.”
They added:
“By uniting two culturally compatible companies with deeply complementary strengths, we’re creating a more powerful, more open ecosystem that offers independent entrepreneurs the resources, investment and technology to succeed on their own terms. We appreciate the European Commission’s thoughtful review and look forward to welcoming our new Downtown partners and colleagues as we continue to empower the independent community together.”
Comment from Downtown Music
Pieter van Rijn, CEO of Downtown Music, said:
“We’re delighted to enter this next chapter of Downtown’s evolution and work closely with Nat, JT and the wider Virgin team to continue championing independent music on a truly global scale.”
“By joining forces with Virgin Music Group, we’re helping build a more diverse, dynamic and opportunity‑rich environment—one that amplifies independence and expands the cultural impact of the extraordinary partners we serve.”
Established in 2007, Downtown collectively serves over 5,000 business clients and more than 4 million creators in 145 countries. The company’s portfolio also includes FUGA, Downtown Artist & Label Services, CD Baby, Downtown Music Publishing and Songtrust.
Following the EC’s decision and the closing of the deal, Curve Royalties will be held as a separate business until its divestment.
Statement from the European Commission
Valdis Dombrovskis, Commissioner for Economy and Productivity; Implementation and Simplification, said:
“The music industry plays an important role in bringing artists’ creations to audiences, and it is essential to uphold the availability of diverse service providers for consumers.”
“Our in‑depth investigation confirmed that a large number of companies will continue to offer their distribution services to European music labels and artists.”
“By requiring the divestment of Curve, we are taking a decisive step to protect sensitive data and prevent it from being controlled by a large competitor. Today’s decision reflects the Commission’s dedication to promoting fair competition and supporting a thriving and diverse music landscape in Europe.”
Under the terms of the approval, UMG must sell Curve Royalty Systems as a standalone business to an independent buyer approved by the Commission. The divestiture addresses the EC’s primary competition concern: that UMG could gain access to commercially sensitive data stored and processed by Curve, potentially hampering rival labels’ ability to compete.
UMG submitted formal commitments to the EC in December outlining the Curve divestiture plan. The proposed remedy commits UMG to divesting the entire Curve business, including all employees (except two retained engineers), customer contracts, and the Curve platform software and related assets.
The approval allows UMG to proceed with acquiring Downtown’s other subsidiaries, including FUGA music distribution, CD Baby, and Songtrust publishing administration, significantly expanding Virgin Music Group’s capabilities in serving independent artists and labels.
The deal faced a lengthy regulatory journey after UMG formally notified the Commission of the transaction on 16 June 2025. The EC opened an in‑depth Phase II investigation on 22 July 2025, following an initial Phase I review, citing preliminary concerns that the transaction could reduce competition in the wholesale distribution market for recorded music in the European Economic Area.
In November, the Commission escalated matters further by issuing a Statement of Objections to UMG, formally outlining its concerns about potential data‑access issues stemming from UMG’s ownership of Curve.
The investigation was paused in September while the EC awaited requested information, then restarted in late October, pushing the original decision deadline into 2026.
Throughout the process, UMG maintained confidence the deal would be approved. After the Statement of Objections, a UMG spokesperson said the company looked forward to “continuing to work constructively with the Commission toward a successful conclusion of this process.”
The transaction attracted fierce opposition from parts of the independent music community. Over 200 people signed a letter in July objecting to the acquisition, including employees from Beggars Group and Secretly Group. A “100 Voices” campaign launched in October featuring testimonies from indie representatives urged the EC to block the deal outright.
IMPALA, which represents independent labels in Europe, called on the regulator to prohibit the deal, arguing that remedies would be ineffective in addressing competition concerns.
0
Comments
Want to join the conversation?
Loading comments...