Brussels, February 13, 2026 — The European Commission has cleared with conditions Universal Music Group N.V.’s (UMG) proposed acquisition of Downtown Music Holdings LLC, following an in-depth Phase II investigation under the EU Merger Regulation.
The clearance is conditional on the full divestment of Downtown’s royalty accounting platform, Curve Royalty Systems Ltd. The decision follows the issuance of a Statement of Objections in November 2025.
UMG, headquartered in the Netherlands, operates globally in recorded music, music publishing, merchandising, and audiovisual content, and provides artist and label services through its Virgin subsidiary. US-based Downtown provides artist and label services, publishing services, and royalty accounting through Curve.
Competition Assessment
The Commission examined overlaps in recorded music, artist and label services, and music publishing. It concluded the transaction would not significantly impede effective competition in those markets, noting the presence of several viable competitors, including Sony Music Entertainment, Warner, and independent service providers such as Believe, DistroKid, IDOL, Kontor, and ONErpm. The investigation found that switching between providers was neither costly nor time-consuming, and that the parties’ combined market shares remained moderate.
However, the Commission identified concerns regarding Curve, which processes commercially sensitive royalty and contractual data relating to rival record labels. It found that, absent remedies, UMG would have had the ability and incentive to access such data, potentially harming competition in wholesale recorded music distribution.
Divestment Remedy
To address these concerns, UMG committed to divest Curve in its entirety, including its customers and data, supply contracts, personnel, platform source code, algorithms, and dedicated IT hardware. The purchaser will grant UMG a limited transitional software license, excluding customer data.
The Commission concluded that the commitments fully resolve the identified concerns and that the transaction, as modified, no longer raises issues.
The case was referred to Brussels by the Netherlands under Article 22, joined by Austria. An independent trustee will monitor implementation of the commitments.
Source: https://ec.europa.eu/commission/presscorner/detail/en/ip_26_385
