On 10 May 2024 the London private bank Coutts & Company took a fixed charge over the exclusive licence to Fela Anikulapo-Kuti’s master recordings. It sat on the Companies House register for two years and one month, and on 12 June 2026 Coutts filed the discharge itself. No ownership moved: the Estate still owns the recordings, Kalakuta Sunrise Limited still holds the licence. And on the borrower’s own audited accounts, no money was ever drawn against it.
This is the financing leg of a catalogue everyone else covers culturally. Zombie, Expensive Shit, Sorrow Tears and Blood, Coffin for Head of State: the records that made Lagos a political argument as well as a sound. The question nobody asks is what a bank took, and what it got back.
What Coutts actually took#
The charge is code 0742 3466 0001 against Kalakuta Sunrise Limited, company number 07423466. Created 10 May 2024, delivered 13 May 2024, certified by the Registrar at Cardiff on 17 May 2024. It is the only charge ever registered against the company: one charge, none outstanding, one satisfied.
The instrument is filed with form MR01 and runs to eight pages. It is the bank’s own standard document, printed “Debenture Secs 1 (9/06)”, and names “Coutts & Company (Company No. 36695)” of 440 Strand, London WC2R 0QS, matching the bank’s registration as a private unlimited company incorporated in 1892. A single director signed before a witness, the signature redacted under section 859G.
Kalakuta Sunrise Limited is the company on the phonogram line of the Fela catalogue. Of the 90 Fela albums in Apple’s United States catalogue, 81 carry its name, 78 of them reading “Estate of Fela Anikulapo-Kuti under exclusive license to Kalakuta Sunrise Ltd”. The Nigerian and British storefronts return 81 of 89. That credit line is the whole point: the Estate owns, the London company licenses.
The clause that put the licence inside a fixed charge#
Clause 1.9 charges, by way of fixed charge, “all Intellectual Property Rights choses in action licences and claims of the Company present and future”. The instrument’s own definition of Intellectual Property Rights “include (without limitation) all rights in patents inventions copyrights design rights trademarks” and more.
Copyright is named. Licences are named in the charging clause. Kalakuta Sunrise’s licence to the Fela masters is its principal asset, and for two years it was fixed-charge collateral. Clause 1.11 then swept a floating charge over everything else.
The restrictions bite hardest. Clause 2.1.1 is a negative pledge: no further mortgage, charge or lien without the bank’s written consent. Clause 2.1.2 bars disposal of the property charged by clauses 1.1 to 1.10, which includes the intellectual property and the licences, without the bank’s prior consent. While the charge was live, the Fela licence could not be sold on, further encumbered or pledged to a catalogue fund without Coutts agreeing.
The enforcement machinery is all there and was never used: crystallisation at clause 6, receiver or administrator at 7.3 and 7.4, a power of sale at 8.1.4, a power of attorney at clause 9, English law at clause 14.
Nor is this the first time the catalogue has sat behind security. Two short-form copyright mortgages covering the Fela albums were recorded at the United States Copyright Office in 2010, and no release has ever been recorded against either.
The amount is not disclosed, because there isn’t one#
The obligations secured are all-monies: “All the Company’s liabilities to the Bank of any kind and in any currency (whether present or future actual or contingent)”. That wording deliberately avoids naming a sum. Across eight pages there is no principal, no facility limit, no interest rate and no maturity date, and neither set of accounts gives a figure. The consideration is not disclosed, and nothing here supports an estimate.
Then the accounts said the security secured nothing#
Kalakuta Sunrise filed audited accounts to 31 December 2024 on 23 December 2025. Note 10, headed Securities, reads in full: “The company has a mortgage debenture in place. No borrowings were drawn or outstanding during the year, and the debenture did not secure any liabilities at the reporting date.”
That changes the story. A debenture over a legendary catalogue sounds like a catalogue being borrowed against. On the company’s own audited statement it was a standing facility with nothing drawn at the year end. If anyone tells you the Fela masters were mortgaged to raise cash in 2024, the accounts do not say so.
Where the money actually came from#
Inside the group, not the bank. The going concern note records net liabilities of £650,152, against £236,274 a year earlier, and support from “loans from related parties of £5,790,088 (2023: £1,426,270)”. Amounts owed to participating interests reached £6,762,160, up from £826,154, while cash closed at £4,038,462 against current creditors of £7,575,852. A further £972,072 owed to Kalakuta Sunrise LLC was written off on 30 September 2025.
The licence is carried at nothing#
There is no intangible asset on either balance sheet. The only fixed assets at 31 December 2024 were £38,690 of tangibles, fixtures and equipment. The exclusive licence to one of Africa’s most recognisable recorded catalogues has no book value at all. Balance sheets do not tell you what a catalogue is worth. Credit lines tell you who controls it.
FY2024 was also the first audited year, and the opinion is qualified: the auditor could not obtain sufficient evidence on opening and closing stock. MGR Weston Kay LLP signed it from 55 Loudoun Road, London NW8 0DL, which is also the company’s registered office. The income statement was not delivered to the registrar.
Who controls it, and a chain that grew two links#
The persons with significant control register names one person: Mr Stephen Hendel of Larchmont, New York, notified 6 April 2016, with more than 75 per cent of shares and voting rights and the right to appoint and remove directors. Three directors are in office: Morgan H Margolis and Timothy Lewis Putnam, both appointed 21 August 2019 from Brooklyn, and Eric Allen Stein, appointed at incorporation and paid £88,500 for consultancy in 2024.
The two sets of accounts do not agree on the structure above the company, and that is a finding rather than a tidy-up job. The unaudited FY2023 accounts, approved 19 December 2024, say the parent is Kalakuta Sunrise LLC and “The ultimate controlling party is S Hendel by virtue of his control of Kalakuta Sunrise LLC.” The audited FY2024 accounts, approved 22 December 2025, say Kalakuta Sunrise LLC holds 100 per cent, that the ultimate controlling parent is Dundee Productions LLC “by virtue of its control of Partisan Music Group LLC, the intermediary parent”, and that S Hendel controls Dundee Productions LLC. Two names appear for the first time. The chain went from two links to four, and no matching change was filed on the control register.
The officer index separately records a Stephen Michael Hendel, born October 1951, with eleven UK directorships: ten Hartree Partners commodity trading entities and FELA UK LIMITED, a performing arts company dissolved in 2016. The name and the month and year of birth match the control register entry. The addresses differ, and the register does not say they are the same person.
What this means for artists#
Your licensee can pledge your catalogue without pledging your ownership, and you will not be told. The Estate owned the masters throughout. What was charged was the licence held by the company exploiting them. If your masters sit with a licensee, that company’s bank can take a fixed charge over the licence, and the only place it shows up is a register in another country.
The negative pledge matters more than the headline. For two years the Fela licence could not be disposed of or further charged without a bank in the Strand signing it off. If you are negotiating a reversion, a buyout or a move to a new distributor, a live charge against your licensee can stall it even where no money is owed.
A registered charge is not proof of a loan. The accounts here say nothing was drawn. Banks routinely take all-monies debentures to open an account relationship. Reading a charge as distress, or as a catalogue sale in progress, is the error. Read the accounts next to it.
Check whether your licensee is solvent, not whether it is famous. This one had net liabilities and was kept going by loans from its own parent, one tranche of which was written off. None of that is visible from a release page. All of it is free to look up.
What could not be established#
Why the charge was taken and why it was released. The register records both events and neither reason. No statement from either company was located, and no announcement of either exists on any source checked.
Any amount, and whether a facility existed behind the all-monies wording at all. Note 10 speaks to the reporting date and to borrowings during the year. It does not say whether a limit was agreed.
What happened in the year of the discharge. Accounts to 30 December 2025 were unfiled at the date of checking and are due on 30 December 2026.
Whether Dundee Productions LLC and Partisan Music Group LLC were newly interposed or merely newly disclosed. No United States state register was reachable, and the control register was not updated to assist.
Publishing, entirely. This file is about recordings and security over recordings. Who administers the Fela compositions is a separate question, untouched by any document read here.
Every document is listed on the deal record.
