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Believe Went Fully Private in August 2025: A Founder-Led Consortium With EQT and TCV Now Controls the Company Behind TuneCore’s Africa Business

Deal sheet

Status
Completed
Type
Acquisition
Parties
Believe, EQT, TCV
Amount
EUR EUR 17.20 per share (final squeeze-out price); implied total equity value approx. EUR 1.73bn, calculated from 100,703,744 shares in issue, not a figure stated by any party
Rights covered
Corporate equity control of Believe SA (100% of share capital and voting rights via Upbeat BidCo), not a transfer of specific music masters or publishing copyrights. Believe's wholly owned subsidiary TuneCore distributes and administers rights for independent artists' catalogues worldwide, including a dedicated Africa business; this deal changes who controls that distribution and administration company, not who owns the underlying African catalogues that pass through it.
Territory
Believe SA headquartered in Paris, France, and formerly listed on Euronext Paris (compartment A, ticker BLV). TuneCore's Africa operations, launched February 2021, cover Nigeria, Ghana, Liberia, Sierra Leone, The Gambia, Tanzania and Ethiopia (West/East Africa desk) and South Africa, Namibia, Botswana, Zimbabwe, Zambia, Malawi, Lesotho, Kenya and Uganda (Southern/East Africa desk).
Announced
2025-08-05
Primary document
Official newsroom
Sources
Believe's own investor-relations press release confirming the 21 July 2025 close of the public buy-out offer at EUR 17.20/share, Upbeat BidCo's resulting 98.67% stake, and the plan to proceed to a mandatory squeeze-out, published 22 July 2025 · Believe's own newsroom, 12 February 2024: the founding consortium agreement naming Ladegaillerie, EQT and TCV, the 71.92% capital block and the EUR 15.00/share price · Believe's own press release, 16 April 2025: Upbeat BidCo's 96.65% stake and the planned EUR 15.30/share buy-out offer and squeeze-out · French-language statement distributed via GlobeNewswire, 24 July 2025, confirming the mandatory squeeze-out at EUR 17.20/share and the 5 August 2025 delisting date · TuneCore's own press release, 25 February 2021: Africa launch, named country heads and named African artists

Read this before citing: This is a change of control of the corporate parent of a distribution and rights-administration company, not a transfer of any specific African artist's masters or publishing. TuneCore, the Believe subsidiary with a named Africa operation since February 2021, is not reported anywhere found by this desk to have had its African staffing, contracts or terms altered as a direct result of the take-private. The price was not a single figure: it rose from EUR 15.00/share (February 2024 block and initial tender) to EUR 15.30 (April 2025 buy-out filing) to a final EUR 17.20 (raised June 2025, paid at the August 2025 squeeze-out). No party has published one stated total consideration figure for the full transaction; the approx. EUR 1.73bn implied equity value in this record's Amount field is this desk's own calculation from the disclosed final share count (100,703,744) and the disclosed final price, not a quoted valuation. Exact individual ownership percentages of Ladegaillerie, EQT and TCV within Upbeat BidCo are not disclosed; EQT's own approximate self-description of expecting to be '30-35% invested' is the only figure any party has put on record for its own stake.

Believe SA, the Paris-based distributor that owns TuneCore and runs the largest self-service distribution pipe most independent African artists ever touch, stopped being a public company on 5 August 2025. A consortium made up of Believe’s own founder and CEO, Denis Ladegaillerie, together with funds advised by the private equity firms EQT and TCV, now owns all of it. Trading in Believe’s shares was suspended, the stock was struck off Euronext Paris the same day, and the company confirmed it would stop publishing financial results altogether.

Nothing here changes who owns a single African artist’s masters or publishing. Believe does not own the catalogues that pass through TuneCore; it distributes them and administers rights on behalf of the people who do. What changed hands is control of the company that sits in the middle of that pipe, and the answer to who controls it is now three parties who bought their way out of public markets over eighteen months of escalating offers.

What actually changed hands

The deal ran in stages, and the price moved at every one of them. In February 2024, the consortium agreed to buy out three of Believe’s largest historical shareholders, funds tied to TCV, Ventech and XAnge, at €15.00 a share, while Ladegaillerie rolled most of his own stake in rather than cashing out. That block trade alone took the consortium to 71.92% of Believe’s capital, above the threshold that triggers a mandatory tender offer for everyone else’s shares under French securities law.

By April 2025, the consortium’s holding vehicle, Upbeat BidCo, had reached 96.65% of capital and filed to buy out the remaining minority at €15.30 a share, the first step toward a squeeze-out. In June 2025, facing a report from an independent expert appointed to test whether that price was fair, Upbeat BidCo raised it to €17.20. France’s market regulator, the AMF, cleared the raised offer as compliant on 4 July 2025. When it closed on 21 July, Upbeat BidCo held 98.67% of Believe’s capital. The remaining 1.33%, just under 1.4 million shares, was compulsorily bought out at the same €17.20 on 5 August, and Believe came off the exchange.

At €17.20 a share across the roughly 100.7 million shares Believe had in issue, that final price implies a total equity value of around €1.73 billion. No party has published that number as a single stated valuation; it follows from the disclosed share count and the disclosed final price, and this record treats it as a calculation rather than a quoted figure. Believe’s board did put a number on the earlier stage: at €15.00 a share, the 2024 offer valued the company’s entire issued and to-be-issued capital at roughly €1,523 million.

Who Upbeat BidCo actually is

Upbeat BidCo is not a music company. It is the acquisition vehicle the three parties built specifically to hold Believe. Ladegaillerie owns part of it directly; the rest sits under Upbeat MidCo, which EQT’s EQT X fund and TCV’s funds control. EQT is a Stockholm-based private equity manager with holdings across technology, healthcare and infrastructure, not music. TCV is a US growth-equity firm out of Menlo Park that had already been a Believe shareholder for years through TCV Luxco, one of the funds that sold its block into the 2024 deal before returning as a buyer through a separate TCV vehicle in the new structure. Neither firm has stated a specific stake in Believe as a fixed percentage; EQT has said only that it expected to end up “30-35% invested” in the business.

The stated reason for going private is the one nearly every take-private cites: free float had thinned to the point that the stock barely traded, and staying listed meant carrying Euronext’s reporting and governance costs for a shareholder base that was, by the time of the squeeze-out, almost entirely the consortium itself.

Why an African music desk is covering a Paris delisting

Believe’s African footprint runs through TuneCore, which it owns outright. TuneCore opened dedicated Africa operations in February 2021, hiring a Lagos-based head of West Africa covering Nigeria, Ghana, Liberia, Sierra Leone and The Gambia, plus Tanzania and Ethiopia, and a Johannesburg-based head of Southern Africa covering South Africa, Namibia, Botswana, Zimbabwe, Zambia, Malawi and Lesotho, plus Kenya and Uganda further east. At launch, TuneCore named Ghanaian artist Kofi Mole, Nigerian artist Small Doctor, South African act Spoegwolf, Botswana’s Mpho Sebina and Kenya’s Fena Gitu among the acts it was building the business around.

None of that African operating structure is reported to have changed as a direct result of the take-private. No source seen for this record states that TuneCore’s African staff, contracts or terms of service shifted because of who now owns the parent company. What has changed is that the entity ultimately answerable for TuneCore, and for the rest of Believe’s artist-services and publishing-administration business, is no longer a listed company that files public accounts. It is a private consortium of a founder and two financial sponsors, and there is no longer a quarterly results call, an annual report, or a market disclosure obligation forcing that consortium to say anything about the business in public unless it chooses to.

What this means for artists

For an independent artist or label distributing through TuneCore in Lagos, Accra, Nairobi or Johannesburg, day-to-day terms do not change on the day this record was published. A distribution agreement with TuneCore is a contract with TuneCore, not with EQT or TCV, and nothing in the sourced record here shows those contracts being reopened.

What does change is the visibility available to anyone trying to assess the company on the other end of that contract. A public company has to disclose revenue, debt and major related-party transactions on a schedule set by regulators. A private one, especially one now controlled by two leveraged-buyout-style investors alongside its founder, answers to its lenders and its own shareholders first. If EQT and TCV eventually look to exit, whether through a resale, a merger with a rival distributor, or another public listing, that decision will be made by three parties with no obligation to consult the artists whose catalogues generate the cash flow they are pricing. That is the actual stake African artists have in a Paris delisting: not a change in who owns their masters, but a change in who they would need to watch, and how much visibility they will have into that party, if the company distributing their music changes hands again.

What could not be established

No source found for this record discloses Ladegaillerie’s, EQT’s or TCV’s exact individual final ownership percentages inside Upbeat BidCo; EQT’s own approximate range is the only figure any party has put on the record. No party has published a single stated total consideration figure for the full buyout; the €1.73 billion figure used above is this desk’s calculation from disclosed shares outstanding and the disclosed final price, not a quoted valuation. And nothing found here states whether TuneCore’s Africa business specifically was discussed, protected or altered in the consortium’s planning; the silence on that point is itself worth noting for a company whose growth pitch to investors has repeatedly cited emerging markets, Africa among them, as a driver of its expansion.

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