Vinyl Group Buys Val Morgan Digital // AU$10.5M Roll-up

By Chris Erwin

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Let’s break it down…

— SELLER: Val Morgan Digital —

Overview

• ANZ digital publisher operating local licences and ad representation for global lifestyle and entertainment IP

• Wholly-owned subsidiary of Val Morgan and Co., part of the privately held HOYTS Group

• Parent business Val Morgan traces to 1894 as a cinema advertising company; digital arm built out over the past decade

• HOYTS retains Val Morgan Cinema and out-of-home (VMO) operations post-deal

• Sydney-headquartered

Company Highlights

• AU$10.7M in CY25 unaudited revenue

• Pre-deal, operated as a direct competitor to Vinyl Media in the ANZ digital publishing market

• ANZ representation rights for one of the largest concentrations of premium global digital IP in the local market

• Combined platform (Vinyl Media + Val Morgan Digital) reaches ~47% of Australians online in Entertainment and ~51% in News categories per Ipsos iris (Jan 2026)

Founding Story

• Val Morgan started in 1894 in cinema advertising in Australia; Val Morgan Digital was launched as the digital extension of the broader Val Morgan ad network

• HOYTS acquired Val Morgan in 2007, folding cinema, OOH, and digital under one ad-sales umbrella

• Over the past decade, Val Morgan Digital built ANZ partnerships and licences with US and UK digital media companies, becoming the local commercial arm for several global titles

Business Lines & Revenue Mechanism

• ANZ Licence Portfolio… 

• Local commercial representation for BuzzFeed, Fandom, LADbible Group (LADbible, SPORTbible), Vox Media, POPSUGAR, Tasty, and Thrillist. 

• Revenue primarily from advertising sold against ANZ traffic; commercial split between Val Morgan Digital and the global publisher under license terms

• Direct Advertising Sales… 

• Display, video, branded content, and sponsorship sold to Australian and New Zealand brand and agency partners across the licensed portfolio. 

• Standard programmatic and direct CPM/CPV mechanics, with premium direct deals at higher rates

• Branded Content Studio… 

• Custom content production for advertisers across the licensed mastheads, monetised on project fees and content licensing

• Cross-Sell with VMO/Cinema (post-deal)… 

• Per the cooperation and services agreement signed at completion, joint cross-sell access to HOYTS’ cinema and OOH inventory through commercial referral arrangements

Financials

• Per Vinyl Group disclosures…

• CY25 unaudited revenue: AU$10.7M

• Pro forma annualised EBITDA contribution post-integration: AU$2.5M (target)

• Implied CY25 EBITDA margin (post-integration target): ~23%

• Expected to lift Vinyl Media revenue by ~73%

— BUYER: Vinyl Group (ASX: VNL) —

Overview

• Australian "adaptive media and music technology" company combining digital publishing, music platforms, and adjacent technology assets

• Trades on ASX as VNL; OTC-listed in the US as JAXAF

• CEO is Josh Simons, who joined as CSO in 2023 via the Vampr acquisition and was appointed CEO in June 2023

• HQ in Melbourne, Australia

Company Highlights

• 1H FY26 revenue: AU$11.4M, up 49% YoY

• 1H FY26 gross margin: 45.3%

• Vampr platform: 1.6M creators across 190+ countries

• Vinyl.com catalogue: 60,000+ titles

• Serenade: 200+ global artist partnerships

• Combined post-deal Vinyl Media reach: ~47% Entertainment / ~51% News (per Ipsos iris, Jan 2026)

Founding Story

• Founded in Sydney in 2015 by Jacqui Louez Schoorl, a former film and music industry executive, alongside her husband Louis Schoorl, a producer and songwriter (credits include 5 Seconds of Summer, Kesha, Backstreet Boys)

• The original thesis: as music shifted from vinyl and CDs to streaming, the songwriter / producer / engineer credits that lived on physical liner notes were disappearing — leaving the industry without an IMDb-equivalent source of truth for who made what

• Listed on ASX as Jaxsta in Dec 2018, originally a music credits database aiming to be the "IMDb for music"

• Acquired Vampr in Feb 2023, bringing in Josh Simons as CSO; Simons was elevated to CEO in June 2023

• Launched Vinyl.com (online record store) in May 2023

• Rebranded Jaxsta to Vinyl Group in Dec 2023 to reflect the broader portfolio

• Pivoted aggressively into ANZ digital publishing in 2024 starting with The Brag Media, then ran a four-acquisition year through 2024–25 (Mediaweek, Funkified, Serenade, Concrete Playground)

Business Lines & Revenue Mechanism

• Vinyl Media (Publishing & Events)… 

• ANZ publishing and ad sales business operating Concrete Playground, Mediaweek, Tone Deaf, plus ANZ licences for Rolling Stone, Variety, Refinery29, POPSUGAR, BuzzFeed, Tasty, and LADbible Group post-Val Morgan integration. 

• Revenue from display advertising, branded content, sponsored events, and live experiences (Funkified team). 

• Vinyl.com (Music E-commerce)… 

• Online record store with 60,000+ titles. 

• Revenue from product sales at retail margin, with a partnership / line-of-credit structure with Songtradr disclosed in mid-2025

• Vampr (Creator Network)… 

• Social-professional networking platform for music creators with 1.6M users in 190+ countries. Revenue from premium subscriptions and sponsored brand activations targeting creators

• Serenade (Web3 Collectibles)… 

• Physical and digital collectibles platform supporting 200+ global artists. Revenue from collectible sales and platform fees

• Jaxsta (Music Credits Database)… 

• Original company business; subscription and data licensing revenue for the verified credits database

Stock Performance

• ASX: VNL

• AU$0.079 as of 24 April 2026

• Down ~21% YoY

• 52-week range: AU$0.074 to AU$0.145

• Implied price for share consideration in the deal: AU$0.0837 (15-day VWAP at execution)

Financials (AUD)

Per public ASX filings. FY ends 30 June.

• FY25 (year ended 30 June 2025)…

• Revenue: AU$14.4M, up 190% YoY (acquisitions + organic)

• 1H FY26 (six months ended 31 Dec 2025)…

• Revenue: AU$11.4M, up 49% YoY

• Gross margin: 45.3%

• Net loss after tax: AU$3.1M (narrowed YoY)

• First operating cash flow positive quarter recorded in the half

• Q3 FY26 (three months ended 31 March 2026)…

• Cash receipts: AU$4.0M, up 24% YoY

• Operating cash outflow: AU$2.7M, a 19% improvement YoY

• Cash balance at quarter-end: AU$9.3M

• FY26 Guidance…

• Revenue: AU$22M to AU$25M

• EBITDA-positive run-rate target: 1H FY27 (previously Q4 FY26)

Valuation

• ASX market cap: ~AU$112M (at AU$0.079, ~1.42B shares post-issuance)

• Cash & equivalents: AU$9.3M (Q3 FY26)

• Total disclosed debt facility: AU$10M (Gaunt facility, drawn AU$10M for acquisition + working capital)

• Approximate enterprise value: ~AU$113M

• Pro forma combined EV/Revenue (FY26 mid-guidance + 6-month VMD contribution): roughly 3–4x range, depending on integration timing assumptions (estimate, not company-disclosed)

Capital Markets History

Note: "scrip" = stock in Australian filings. All figures in AUD.

• Apr ’26: Acquired Val Morgan Digital for AU$10.5M (subject of this post — see Deal Details)

• Mar ’26: Drew AU$10M facility from Non-Executive Chairman Robert Kenneth Gaunt

• Feb ’25: Completed Concrete Playground acquisition for AU$5.5M (AU$4.06M cash + AU$1.5M shares); pro forma CY25 EBITDA contribution AU$1.5M on AU$4.1M revenue

• Sep ’24: Acquired Funkified Entertainment (events) for up to AU$2.5M cash + scrip

• Sep ’24: Acquired Serenade (UK Web3 collectibles) all-scrip

• Aug ’24: Acquired Mediaweek for AU$1.0M (AU$500K cash + AU$500K shares)

• Jan '24: Completed acquisition of The Brag Media for up to AU$10M (AU$8M cash upfront + AU$2M deferred contingent on CY24 targets), supported by AU$11M cap raise (cornerstone investor Richard White) 

• Jun ’23: Completed acquisition of Vampr; Josh Simons appointed CEO

• Dec ’18: Listed on ASX as Jaxsta

— DEAL DETAILS —

Overview

• Announced 3 March 2026; completed 13 April 2026

• Vinyl Group (ASX: VNL) acquired the assets of Val Morgan Digital from Val Morgan and Co. (Aust.) Pty Ltd, a HOYTS Group subsidiary, by way of an asset sale

• Total consideration: AU$10.5M

Deal Consideration

• AU$7.0M in cash at completion

• AU$3.5M in VNL shares: 41,816,010 ordinary shares issued at AU$0.0837 per share (15-day VWAP at execution)

• Scrip subject to a 24-month escrow from issue date

• Funded via a AU$10M facility from Vinyl Group’s Non-Executive Chairman, Robert Kenneth Gaunt (top 10 shareholder); 5-year term at RBA +5% p.a.; AU$7M applied to the acquisition and AU$3M to general working capital

Valuation

• Headline consideration (AU$10.5M)…

• 0.98x CY25 revenue (AU$10.7M unaudited; LTM Dec 2025)

• 4.2x post-integration EBITDA target (AU$2.5M; forward annualised)

• ~23% implied EBITDA margin on the target

• Synergy-adjusted view (speculative)…

• ~2.3x effective EV/EBITDA on management-targeted AU$2M of FY27 cost synergies

Strategic Rationale

• Doubles down on Vinyl Media’s ANZ scale strategy — combined platform reaches ~47% of Australians online in Entertainment and ~51% in News, putting Vinyl at scale comparable to Nine and News Corp Australia in those categories

• Eliminates a direct competitor in the ANZ premium-licensed publishing category and consolidates ANZ commercial rights to BuzzFeed, Fandom, LADbible, and Vox Media inside Vinyl Media.

• Adds an immediate ~73% revenue uplift to Vinyl Media and a targeted AU$2.5M annualised EBITDA contribution post-integration, with a further AU$2M of expected FY27 synergies.

• Brings HOYTS Group CEO Damian Keogh onto the Vinyl Group board, providing senior media/commercial relationships and a structural alignment between Vinyl and HOYTS’ ongoing OOH and cinema operations.

• Establishes a new cross-sell partnership with HOYTS covering Val Morgan Cinema and VMO (out-of-home), letting Vinyl pitch a multi-channel campaign offering without owning the cinema/OOH inventory.

• For HOYTS / Val Morgan, the divestment lets the parent re-focus on its OOH and cinema moat while taking equity in a publicly-listed buyer that can run the digital arm at greater scale.

• On the strategic rationale, in Vinyl Group CEO Josh Simons’s words from the completion announcement: "The completion of the Val Morgan Digital acquisition materially enhances Vinyl Group’s scale and positions us to execute on our Adaptive Media strategy at scale. This is a defining step in building one of Australia’s most influential culture, technology and media platforms."

• Damian Keogh, HOYTS Group CEO and now Vinyl Group Non-Executive Director, on joining the board: "This transaction brings together a powerful portfolio of premium cultural assets with significant national reach. I am excited to join the Board and work with Josh and the team as Vinyl Group enters its next phase of growth."

Post-Deal Operations

• Asset purchase structure — Vinyl acquires the operating assets of Val Morgan Digital, with the key ANZ licences with BuzzFeed Inc., Fandom, LADbible Group, and Vox Media novated to Vinyl as part of completion

• Val Morgan Digital absorbed into the existing Vinyl Media division

• Damian Keogh joins Vinyl Group Board as Non-Executive Director, effective immediately

• Linda Jenkinson resigned as Non-Executive Director, effective immediately, on completion

• Cooperation and services agreement signed concurrently between Vinyl Group and the HOYTS Group covering OOH and cinema cross-sell

— WHAT ELSE I FIND INTERESTING —

Vinyl bought well because HOYTS wasn't optimizing for price. The math says this was a strategic exit, not a price-discovery one.

At AU$10.5M for AU$10.7M of CY25 revenue and AU$2.5M of post-integration EBITDA target, Vinyl is paying ~0.98x revenue and ~4.2x EBITDA. To put that in context against recent ANZ-region digital deals:

• Concrete Playground (acquired by Vinyl, Feb '25)… AU$5.5M total → 1.34x trailing revenue (AU$4.1M unaudited TTM) and 3.7x forward EBITDA (AU$1.5M CY25 forecast, not historical actual)

• Brag Media (acquired by Vinyl, Jan '24)… AU$10M max (AU$8M cash upfront + AU$2M deferred contingent on CY24 targets) → 1.19x revenue at full payout, 0.95x at upfront only (Brag FY23 revenue AU$8.39M unaudited; EBITDA not disclosed)

• Click Management (acquired by GameSquare, Sep '25)… US$8.5M upfront → 0.7x 2024 revenue and 7.1x PF 2025E EBITDA; US$11.5M including earnout → 0.9x and 9.6x (our deal analysis)

Distressed-style pricing without the distress. A 0.98x revenue multiple says HOYTS came to the table as a strategic seller — a private cinema operator deciding it didn't want to keep building digital — not a process-running seller pushing bidders against each other. 

Vinyl's win is in the synergy math. The 4.2x EBITDA compresses to ~2.3x if the AU$2M of FY27 synergies lands, which is the kind of math that swings a sub-scale public company toward profitability. Q3 FY26 already pushed Vinyl's EBITDA-positive target from Q4 FY26 to 1H FY27 — synergy timing matters. 

Australian creator and digital M&A is an actual market now, not just one company’s roll-up.

We’re now tracking two distinct ANZ roll-up engines running in parallel, and that pattern itself is the story:

• Publishing roll-up (Vinyl Group)… Brag Media → Mediaweek → Funkified → Concrete Playground → Val Morgan Digital, plus standalone Serenade and Vampr platform plays. Five publishing-related acquisitions in 27 months

• Talent / influencer roll-up (Launchd)… Built on Pickstar, Launchd has rolled up WSM Talent, ICMI, Huume (from IZEA), Hoozu (from IZEA), and most recently WeAreTENZING in March 2026. Backed by Altor Capital plus AFL/cricket alumni (Adam Gilchrist, Lleyton Hewitt, Cate Campbell, Matt de Boer)

• Other ANZ digital and agency consolidation we’ve flagged previously… Parc Capital-backed Merchantwise buying Jaywing and Frank Digital (Aug ’25); Common Interest taking 51% of Amplify (Apr ’25); Hardie Grant Media acquiring Keep Left (Aug ’25). All cited in our GameSquare / Click Management breakdown

The driver is structural. Australian influencer and creator marketing spend hit AU$830M over the trailing twelve months and is on track to cross AU$1B in 2025 per Meltwater’s Digital 2026: Australia report — up 13.5% YoY, the second-fastest-growing digital category in the country. 

APAC is fragmented, English-speaking, geographically/temporally close to the US, and structurally short on scaled digital media owners. That combination produces exactly the pattern we’re seeing: roll-up vehicles consolidating, US/UK publishers reaching the Australian market through local commercial partners rather than building their own ANZ sales arms, and PE money funding the connective tissue.

The IP-license-as-aggregation thesis is the structural read on what Vinyl is actually building.

What Vinyl really bought from Val Morgan, and what they’ve been building across all the publishing acquisitions, is a single thesis: own the ANZ commercial layer for global digital IP rather than build the IP yourself. 

Post-deal, Vinyl Media holds ANZ rights to Rolling Stone, Variety, Refinery29, POPSUGAR, BuzzFeed, Tasty, LADbible, SPORTbible, Vox, Fandom, plus owned IP in Concrete Playground, Mediaweek, and Tone Deaf. That’s a portfolio strategy borrowed from companies like Future plc in the UK (which has built scale by acquiring and consolidating mastheads rather than originating them) and Recurrent Ventures in the US (which rolled up enthusiast titles into a single ad-stack). 

The structural risk is renewal. Vinyl owns the operating infrastructure but rents the most valuable mastheads. The 24-month escrow on the scrip and Damian Keogh's board seat hedge against early integration friction, but neither addresses what happens when BuzzFeed or Vox decides in 2030 they want their ANZ rights back.

The closest US comparable for our readers is probably Recurrent Ventures in 2019–2022 — different category, but the same thesis of buying operating leverage on top of licensable or acquirable mid-market IP. The exit math will tell us whether the model works in Australia.

The next deal depends on a re-rating Vinyl hasn’t earned yet.

Two things stand out about how this deal got financed:

• The cash portion was funded by a related-party loan from the Non-Executive Chairman. Robert Kenneth Gaunt, a top-10 shareholder and current Chairman, provided the AU$10M facility at RBA +5% over a 5-year term. That's roughly 8.6% all-in at the current 3.60% RBA cash rate. That’s not a knock — for a sub-AU$120M market-cap ASX listing with a track record of issuance dilution, it’s a pragmatic funding choice. But it’s also a tell that the public equity markets weren’t going to underwrite this acquisition on attractive terms. VNL is down ~21% YoY and the stock did not re-rate on the announcement

• The EBITDA-positive guidance has already moved. The original messaging on the acquisition was that integration would help Vinyl reach EBITDA-positive in Q4 FY26. The Q3 FY26 update released 24 April 2026 — eleven days after the deal completed — pushed that to 1H FY27. That’s a single-quarter slip, not a crisis, but it’s the kind of detail that compounds when the next acquisition needs to be financed

The honest read for Vinyl shareholders: this is a good deal at a good price. 

The integration math, if it lands, makes Vinyl genuinely cash-generative for the first time. But the next deal — whether it’s another ANZ publishing tuck-in, an APAC expansion move, or a platform-side acquisition for Vampr/Serenade — needs either (a) a public-market re-rating that gives Vinyl access to scrip currency at higher prices, or (b) further insider or strategic financing. 

Watch the FY26 results and the Q1 FY27 update for the actual EBITDA print. That’s the catalyst that determines whether this becomes a real Australian media platform or a roll-up that ran out of fuel one deal short.

For more on how Australian and broader APAC creator-economy M&A is shaping up in 2026, see our 2026 Creator M&A Outlook.

I'm the founder of RockWater. We do M&A and strategy advisory for creator economy and social / audio agencies. From buy and sell-side M&A to valuation diagnostics and go-to-market planning. 

DM me on LinkedIn or email [email protected]

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