Sharpen Your Quills!

In Jesse Ann Owen’s seminal book Composers at Work: The Craft of Musical Composition 1450-1600, she describes the physical equipment that composers from that period used as they sketched and made initial drafts of their music:

The main instrument for writing during this time period was the quill pen, the point of which had to be cut according to the kind of letters or shapes desired. The graphite pencil that is the ancestor of the pencil in use today was developed during the second half of the sixteenth century, following the discovery of a source of graphite in England, and it came in to common use only after 1600. Other kinds of pencils, made from lead or other metal, left quite fine and faint lines, not appropriate for musical composition. All of the extant manuscripts used for composing were written with pen and ink.

The use of ink meant that erasure was difficult. There were only four ways to correct a mistake: write over it, cross it out, smudge it before the ink dried, or scrape the ink from the surface with a small knife…The choice of method was determined by the stage of work and the requirements for neatness.

When the creation of music is discussed or analyzed, it is rare (other than in Owen’s book, albeit briefly) for the physical tools with which the artist transfers their ideas from mind to page to enter the conversation. Similarly, as commonplace as corporate mergers, acquisitions, and divestitures have become within our modern economic landscape, one would not expect such issues to have a direct and potentially negative impact on the output of creative artists such as composers.

Yet these two seemingly unrelated topics were suddenly brought sharply into focus this week with the news that AVID, the parent company of the popular Sibelius notation software, would be closing down Sibelius’s main British-based development office as part of a major streamlining move to cut costs. First widely publicized by Norman Lebrecht on his Slipped Disc blog and augmented by NewMusicBox’s own investigative team, this move and the possibility of AVID discontinuing the Sibelius product altogether has had a chilling effect throughout a portion of the new music community.

For the uninitiated, the ability to create affordable, publisher-quality engraved music notation on a personal computer came into existence with the advent of Finale in 1989 in the United States and the emergence of Sibelius in the UK in 1993. Ever since Sibelius became available on the Windows and Macintosh platforms in 1998, the healthy rivalry between Finale and Sibelius has forced each to continually hone their functionality and ultimately improved both software applications.

The practical result of these improvements has been the raised expectations on composers to produce professional-level engraved scores and parts; conductors, instrumentalists, and singers today will usually turn a piece down altogether if it is hand-written by anyone but the best calligraphers. In addition to the performer’s expectations, these software applications have given composers various tools with which they can hear their music through playback, quickly extract parts from a full score, and allow for an immense amount of control over the presentation of their music.

As notation software has become as ubiquitous within the composer community as Photoshop has become with professional photographers, it will come as no surprise that the threat of one of these major applications being discontinued is of great concern to many professional composers. To this end, I sent out a brief list of three questions to about fifty well-respected composers in the US and UK to get a sense of how this topic might affect their creative output. Considering the fact that they were only given two days to respond, the fact that I was able to get twenty responses was great and the results are very much across the board.

To all of these composers, I asked the following questions:

1. Which do you use—Finale or Sibelius?
2. In what ways do you use the software before, during, or after the creative process?
3. What would the ramifications to your own current process be if, for some reason, your notation software become discontinued?

Attitudes on this topic ranged from indifference to horror; depending on how each composer used their software in their creative process, the effect of a discontinuance seemed to be anywhere from a minor annoyance to a DEFCON 1 level upheaval. Out of the twenty composers who responded to my questions, seven use Finale, twelve use Sibelius, and one uses both. Below are some of the responses I received.

***

Chen Yi (Finale)

I use Finale to copy finished scores or to work directly on computer when I arrange my own works for different instrumentation…It will be terribly inconvenient if I can’t open the existing files to make corrections later. I still remember how much time I had to spend in making corrections on my older works in the past.

Clint Needham (Sibelius)

I use the program at all stages of the creative process…ideas usually arise from the piano or from the aether and are quickly plugged into the computer and manipulated.  There is also a fair amount of keyboard time, but because my piano chops are limited, the program really allows me to explore a variety of pitch and rhythmic manipulations to my ideas.  I think this is the case for a number of non-pianist composers.

The beauty of any notation program is the command the composer has on the creation of their own score and parts that are performance ready.  This works for composers at any stage—student to professional.   This also allows us to make changes quickly to the score and parts.  The main ramification for me would be the time and exhausting experience of learning a new notation program.

Jennifer Higdon (Finale)

I do a combination for composing…I do pencil on paper and computer.  Ultimately, it all ends up on the computer in Finale.  And because I run my own publishing house, it means everything is in Finale, and we just print directly from the files (daily orders means everyday use of the program).

This is too scary to think about.  I currently have PDF backups of every work (all the scores and parts…it amounts to thousands of pages), but this would mean that I couldn’t make any changes in the pieces themselves, even when I find mistakes (just last week a performer alerted me to a missing accidental in a string quartet that’s almost ten years old).  The ramifications would be huge.

Steven Stucky (Sibelius)

Only for engraving, usually not as part of the compositional process. For all but the smallest chamber or choral pieces, I write a pencil score that goes to a copyist for input. He uses Finale.

Little or no effect on my composing, since I don’t use the software as part of my compositional process. The occasional exceptions are brief passages of dense textures built up by canonic imitation, in which cut-and-paste in Sibelius can be a more effective way to model the result than simply working it out on paper.

Jason Eckardt (Finale)

The software gives me a degree of control in the production of the final score and parts that I cannot achieve in any other satisfactory way. Since music notation is an inexact translation of abstract imaginary events into a set of instructions, I want to be able to articulate those instructions in the most precise and personal way possible.

While composing, I sketch out a very rough first draft of ideas on paper and then refine them in Finale, adding dynamics, articulations, performance instructions, refining rhythms and pitch formations, and so on. This gives me another filter for my raw ideas and allows me to further objectify my creative impulses so that I may analyze them more effectively. When I am finished with the piece, all of the input is in the file, and the final production is then a question of editing, yet another filter for self-critique.

I find software playback to be annoying at best, but it is useful for getting a sense of the large-scale design and pacing in a way that, for me, is more difficult when reading through the score. I suspect that this is because I am able to further remove myself from the viewpoint of the composer (aware of all of the processes, techniques, designs, and possible inadequacies that exist within the composition) and engage with the piece purely as a listener.

I suppose I would have to learn the new software that would replace what I am currently using. I wouldn’t look forward to that, considering I’ve more or less figured out how to manipulate Finale exactly as I desire.

Paola Prestini (Sibelius)

I use Sibelius after my first draft of writing in order to refine ideas and add elements such as backing tracks or electronics. Sibelius interfaces smoothly with my self-made and preexisting sound banks in Logic and because the electronic angle of my composition is still based on intuitive discovery, this part of my process is crucial for my electroacoustic works.

I’d be majorly slowed down if this aspect of my process was thwarted by change. I’d of course learn the next tool, but it would be an unwanted choice.

Ken Ueno (Finale)

I often work in chunks.  I compose a section, then notate it.  This way, I don’t end up doing the thing I most detest (copying) all together in the end, I get some relief from the concentration of composing by doing some mindless busy work (whilst listening to tunes), and I get to edit the recently composed section.

It would be a real pain, but maybe it will foster some grassroots projects for a platform more natively supportive of new music and its graphical challenges.

Carson Cooman (Sibelius, engraver uses SCORE)

[I use Sibelius] after [the creative process]…Sibelius 7 was such a horrific update, that I intended to keep using Sibelius 6 as long as I can still get it to run. So, in that sense I already had felt they’d lost their way, and I was going to stick with the older/better version. There is still a community of professional copyists who use SCORE (which, as a DOS program, must be run in emulation on any modern systems), so it may someday become an analogous situation for continuing to run old versions of Sibelius.

Alexandra Gardner (Finale)

I use it extensively during (writing directly to computer and for playback) and after (extracting parts, editing, revising, etc.)…

[Ramifications?] DEVASTATION. I hope no one has to deal with an issue like that. Ever.

David T. Little (Sibelius)

I compose almost entirely in the computer these days, using the traditional pencil and paper only to sketch beforehand, work out details during, or analyze afterward. For many of my acoustic works, the creative process lives largely within this particular software environment.

Well, in a way I’m already behind the times, since I haven’t upgraded to Sibelius 7. (Nor do I plan to.) Sibelius 6 feels very comfortable to me, and I plan to keep using it until I just can’t anymore.  I guess at that point, I will have to figure out something new.

Annie Gosfield (Finale)

I use notation software after the creative process. It’s just a matter of inputting data after a piece is finished, or after a piece is revised.

I’ve used Finale for so long it’s become automatic and intuitive. It would be terrible to have to start at zero with a new application. Over the years I have considered changing to Sibelius, but I’ve always found Finale to be more flexible, so the last thing I wanted was to add the chore of learning a new notation application.

Gabriel Kahane (Sibelius)

Depending on the scale of the piece, I will integrate Sibelius at various stages. For non-orchestral works, my strong preference is to input into Sibelius after having a full draft, though it seems that becomes less and less the way things actually work out. I’d be loathe to say that Sibelius is part of my “creative” process, but I certainly depend on it for ease of part-making, etc….

It would be a major bummer if Sibelius were discontinued, though I imagine I’d just use my outdated software forever…

Jason Robert Brown (Finale)

I really just use it as a transcription and copying tool—sometimes I’ll use it to proof piano parts by doing playback, but not much…If it got discontinued, I presume I’d finally learn how to use Sibelius, reluctantly.

Tarik O’Regan (Sibelius)

In one way, I use it in a similar fashion to the way I use Microsoft Word, that is silently! But—different to the way one might use a word processor—I tend not to compose “at the computer.” Rather, I use Sibelius as a transcription tool for ideas that have already been largely worked-out elsewhere. Also, as I work with a publisher, my Sibelius files are never in final form when they leave my computer.

To the creative process, strangely, not too much, I think. However, I imagine the ramification for the print production process would be quite significant. Most importantly, I might be able to start listening to Sibelius symphonies again without thinking AVID is trying to sell me something…

Kristin Kuster (Sibelius)

I use notation software at the end of my writing process. I write by hand first, then notate in Sibelius. Every now and again, if a deadline is fast approaching, I input large completed sections into Sibelius as I go; yet I prefer to get the whole piece down by hand before hitting the computer.

I used for Finale for 16 years. After finishing large pieces in Finale, I had a reverb of aching “mousearm” because getting the whole piece down took so long—too much menu drop-downing and mouse dragging. My brain and body don’t want to go back to cumbersome Finale, it’s simply not as smooth as Sibelius.

It is worth noting that a discontinuation of Sibelius would have a broad-reaching, massive impact on music education programs across the country. I estimate nearly ninety percent of our student composers at the University of Michigan use Sibelius as their primary notation software, and many faculty across the UM School of Music, Theatre, and Dance use Sibelius as a teaching tool for a wide variety of purposes.

Kurt Rohde (Sibelius)

It is a very helpful tool for teaching good notation skills, and for quick playback realizations. I have done projects with students whereby we have a single Sibelius file of a piece that everyone is working one simultaneously. We pass the file around and make changes/additions and save multiple versions, allowing us to go back and look at the process that lead us to the final composition.

As far as it being helpful for my own process, I am more a sit down and play and write on paper and listen composer. I will rarely use the playback or plugins. That said, it has been helpful for providing MIDI files for pieces that involve dance, movement, theater, so that preliminary workshops and rehearsals can help with the assembly of a piece that otherwise would require the availability of (at the very least) a piano and pianist at the whim of my collaborators. This format makes it possible to do collaborative projects that involve other peoples’ schedules and separation by large distances.

What is very funny about this announcement is that I just got a new MacBook Pro, and realized I needed to get updated Sibelius software. I contacted them asking if I could upgrade to Sibelius 6 (I have not been impressed with version 7), and got a note back the day the announcement came out that I could not do that; I could only go directly to Sibelius 7 (“but this one goes to 11…”).

Oscar Bettison (Sibelius)

I used to write on paper, then transfer everything over to Sibelius, but now it’s more complicated. In the last few years I’ve found myself with a new writing process that involves me going between paper and Sibelius, especially when working with notes. I try to produce as much material as possible, much more than I’ll ever need, and that’s faster to do in the program than on paper.

[Discontinuation?] In a word, disastrous. I write very slowly, and some of that is ameliorated by the software. I can do the bookends of the process (the sketching stage and the parts stage) so much faster with it. Plus the fact that, when working with performers, I can write something, make a .pdf and a midi file, email them both and find out in a matter of hours if what I’ve done works for them or not. If Sibelius was discontinued, it would be like stepping back into the Dark Ages for me.

Alex Shapiro (Sibelius)

I’ve used Sibelius since about 2000, when I was dubbed one of their “ambassadors,” turning others on to the ease and quality of the program. I went straight from hand-copying to Sibelius, without having previously used any other notation software. Thus, were Sibelius to head six feet under to meet its namesake, I’d no doubt have to learn Finale since publishing my works is a significant part of my business.

My creative process—as well as that of my business—is greatly expanded by the use of a notation program. The manner by which I compose a particular piece is dictated by the needs of that project.

If I’m composing an acoustic piece for which it would be helpful to give the performing ensemble a very listenable mock-up to assist their rehearsal process, then I compose in Digital Performer manipulating high-end samples, record a performance version, then quantize the heck out of a copy and save it as a Standard MIDI File, and export it into Sibelius where I then make it look like real music on the page. This is a very streamlined process that accomplishes several tasks at once between the two programs.

If I’m composing an electroacoustic work, the process is the same as above, and since I create the accompanying audio tracks in Digital Performer, the added bonus is that I export not only the MIDI file but the mixed audio file into Sibelius, which syncs them both and allows me to notate a solid road map of the non-instrumental sounds in the score.

If I’m composing a work like my flute quartet, Bioplasm, employing a lot of unusual instrumental techniques that would be nearly impossible to demo, then I input the music directly into Sibelius using only a typing keyboard, since I’m only concerned with the score and parts and how they will communicate my musical intentions.

In all cases, since I’m publishing my music and not only selling it directly, but getting it to distributors around the world, a notation program is the only way to accomplish this. It’s a piece of software that is directly responsible for a notable amount of my income long after the music has been composed.

Kevin Puts (Sibelius)

Once my basic ideas are generated by improvising on the keyboard, I use the program during the entire process of composing. I use paper to scrawl down ideas much of the time, but spend no time whatsoever making those ideas legible or coherent on paper. I use Sibelius’s playback feature often as a means of getting a general sense of pacing and “feel,” though I do not rely on this feature to “check orchestration” or any other aspect of composition.

I would be very disappointed if Sibelius became discontinued. Simply on a visual level, I think music notation extremely beautiful. I love the look of beautifully engraved scores, and without boring you with details, I will say I have very idiosyncratic preferences when it comes to the look of a score. Even before I began using Sibelius in 1999, I was writing my scores meticulously by hand, using templates, stencils, sheets of transfer letters which were rubbed onto the page to create professional-looking text, sometimes typing out blocks of texts and cutting and pasting them onto the page, rulers, pens of different thicknesses, etc. I wanted to emulate the look of hand-written scores by Joseph Schwantner and Christopher Rouse (my teachers at Eastman), George Crumb (an almost unreachable standard). I had made a feeble attempt several years before this to use the program Score, which, to my eye, produces the most elegant scores of any program, but the learning curve was simply too steep for me, and it seemed to me Score really amounted to an engraving program rather than a user-friendly composing tool.

Many colleagues of mine at Eastman and then my first students (at UT Austin) were often using Finale, but—with the very rare exception where the composer was an absolute expert/computer genius with the program and could adjust the defaults to his/her liking—to me the results were completely unsatisfying and looked exactly like that which they were: student works. So it wasn’t until Joe Schwantner brought in Sibelius at Eastman in 1998 or 1999 and gave a demo to the composers that I was sold. Everything looked immediately beautiful and “right” to me: the shape of the noteheads, the slurs (much like those in Score), the ties (ditto), the spacing, the articulations, even the default text settings. I loved the way you could, with the mouse, manipulate the page as if it were sitting on a desk in front of you. I loved that parts could be generated almost effortlessly, and today this feature is improved to the point it seems ludicrous to pay someone thousands of dollars to extract a set of orchestral parts when it can be done in two or three afternoons while watching AMC and Comedy Central.

In short, I LOVE Sibelius and I absolutely and positively rely on it. I am fortunate to work with Bill Holab, who is my publishing agent. Bill works with the Sibelius writers to refine the program each time a new version comes out, so he always knows the answer when I get stuck or something goes wrong, which is almost never.

24 thoughts on “Sharpen Your Quills!

  1. Rob Deemer

    After the piece already went to print (pixels?), I received a late response from Michael Daugherty who uses Sibelius primarily after his creative process: “Just like the iPhone, one cannot imagine life now without Sibelius.”

    -Rob

    Reply
  2. Alvaro Gallegos

    Interesting for aspiring composers to read these opinions and make their own decisions whether to use Finale or Sibelius.

    When I visited composer William Bolcom at his home in Ann Arbor, he showed me his work room and the first thing he said was: “as you can see, no technology!”.

    But what surprises me more everyday, is the I have known more and more young composers (under 35) that don’t use any of these softwares. I mean, they use paper and pencil. One of them told me that he prefered to stick to the “handicraft” aspect of composition.

    Of course, each composer has his/her own way of doing things.

    Reply
    1. Clint Needham

      “as you can see, no technology”… is that a good thing? would it be a cool if you walked into some other composers studio and they said something like, “as you can see, no staff paper or no piano”? these notation programs are basically just staff paper… if the output is creative, who cares if one labored over the score with a pencil or a cursor?

      Reply
      1. Alvaro Gallegos

        I totally agree with you. I essentialy don’t care if someones uses paper or software.

        I just said that I have met lots of young composers that are not interested in using technology, and I’m not taking part, here. Is their choice.

        I started my post remarking that this article is very useful for those who are starting and don’t know which software to use. Rob collected opinions of well-known composers stating their opinions and that’s great.

        Reply
  3. Mary Jane Leach

    I use Finale. As someone who works with notation software from beginning to end, I can’t imagine having to learn a new program. Besides the end product of publisher-quality scores, I rely heavily on midi playback. Otherwise, how am I going to know what 9 oboes sound like playing unisons, fifths, or how the sound alters with different pannings? That said, I always had better results using my midi keyboard Proteus than the instruments provided with the software, as I could tweak the sounds on the Proteus if I wasn’t happy with them. (And as a clarinet player and singer, most provided sounds drive me crazy.)

    Reply
  4. Dennis Bathory-Kitsz

    Finale user here since 1993, though I have other scoring programs (including Sibelius, Graphire and Musescore) to open files others send me.

    Since some of my living is earned creating scores from composers’ manuscripts, I’ve been very happy with the competition between Sibelius and Finale and the growth forced on the feature-deep Finale by Sibelius’s ease of use. Having been a hand copyist with very good Osmiroid skills, I could certainly live without any notation software. Sometimes software makes getting results harder; I recently created a Finale version of a score for a composer which took two hours per system. A hand-inked version might have been more beautiful to look at, but it was for a competition and hand-inked versions were unacceptable. Notation software is very ‘conservative’ and is based on common-practice measure-centric techniques that make notation outside the mundane (from beaming over barlines to microtones to invented symbols to, well, almost anything unique) demand not just extra steps but kludges and downright contortions.

    Most of the time in my own composition, Finale is where my traditionally notated music goes from imagination to final draft. Graphical scores have an interim stage before setting in Finale, and some need graphics programs only or even ordinary text documents. Some use no software in composition and presentation, including my very recent Water No Fire that uses gold paint and black ink.

    But the most important part of notation software is editing and distribution. The days of photocopying and mailing scores and parts (and then re-worked scores and parts) are pretty much over with online PDFs; losing that would be a huge setback.

    If all the software disappeared tomorrow, my compositional life would not be destroyed because I have the whole spectrum of pre-software skills. But I wouldn’t like it.

    Reply
  5. Rob Deemer

    A couple other responses from composers on both sides of the pond:

    Susan Botti (Finale)
    [I use the software] after writing a pencil score – [primarily to] make edits and changes with it. I am horrible at MIDI and find that very frustrating and frightening, so it is only used in utmost necessity if performers can be helped by it (i.e. piano reduction for singers or for soloist in a concerto). Even that only really works with some of my music.

    Biggest ramification would be time in the editing process – esp. for parts. For instance, my latest wind ensemble piece had 54 players and we workshopped it. So it would have been a huge amount of work to redo parts from workshop to performance.

    Sally Beamish (Sibelius)
    I use the software throughout the process. It simply speeds up systems I have always used. I work in exactly the same way, but everything is faster. And I have access to parts immediately. I can email work in progress, and create midi files for soloists and conductors instantly.

    It would not affect my creative process. But in practical terms it would be disastrous, as it would slow me down immeasurably. I would have to cancel commissions, as I couldn’t work at this intensity without Sibelius.

    Reply
  6. Chaz

    I must confess that I had to look up “ameliorated.”

    From a completely capitalist point of view, the existence of both Finale and Sibelius provides consumers with products that are constantly improving and innovating at competitive prices. If either one of these programs disappears, the other program will suffer (or the users of that program will suffer).

    Reply
  7. bob goldberg

    I recently switched to Sibelius, after years of working with MOTU’s Composers’ Mosaic (which I loved, but does not work with Mac OSX). I have finally become comfortable with Sibelius, and the thought of having to ditch it and learn a new system does not make me happy.

    Reply
  8. Bill Holab

    I use both Finale and Sibelius, as well as Score on occasion. Obviously there are business concerns here for Avid and they have stated they are committed to keeping the program alive. The negative publicity has been extensive, so they issued a statement:

    Avid

    But words don’t mean as much as actions. Closing the UK office and firing the engineers and designers who have been living with this source code and software for a very long time suggests to the outside world that financial concerns outweighed the importance of engineering talent and long experience. In other words, they see their staff as easily replaceable.

    That is a serious concern for us as the users of their product. My concern is that they could take the software in a direction that makes it less practical for our industry. As for continuing to use older versions, the program requires authorization when you install it on a new computer, so one cannot assume you will always be able to upgrade your computer and install an older version unless Avid will allow it. Not to mention that running older software on newer computers can be very challenging (ask any SCORE user).

    That said, Sibelius has a very large user base and is much more technologically advanced than Finale, which should guarantee that it will continue to exist for quite some time in some version.

    Let’s hope that Avid does the right thing here. You can post comments on their website and urge them to keep the program development going. I encourage people to do so and let Avid know how important this software is to the music industry.

    Reply
  9. Eddy Ficklin

    With a day job in IT, I know all too well the constant struggle to stay current and find alternatives when the software you need (even love) is subject to the winds of change.

    In the Sibelius-Finale dichotomy, I chose a third path: LilyPond (www.lilypond.org).

    Using (and when I can, contributing to) community-powered, rather than profit-driven, software feels great. And the quality of the engraving is really, really lovely. (And you can’t beat the price…)

    Reply
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  11. mclaren

    Makes no difference to me, since no current computer music notation software will allow me to enter the music I want to write.

    Consider the following polyphonic set of three melodic lines:

    (q = a quarter note, the numbers with colons indicate broken tuplets)
    q q q 5:4 5:4 q q 7:3 7:3
    11:9 11:9 7:6 7:6 13:8 13:8 13:8 19:15 19:15 19:15
    (4:3 rest) 4:3 16:11 16:11 (8:7 rest) 8:7 8:7 17:5 (17:5 rest) 17:5

    Neither Finale nor Sibelius will even allow you to enter something like this. They give you an error message. You can’t even enter it.

    And this is mild. Consider broken tuplets made up of, say, the square root of 8 in the time of the cube root of 37. You can’t even enter the tuplet. Another error message.

    And microtones?

    Forget it.

    Today’s computer notation programs are worthless, useless, and pointless. Whatever a creative dedicated contemporary composer wants to do, today’s computer notation programs are designed to prevent.

    Reply
  12. Rob Deemer

    Just in case y’all thought Sibelius was the only software company going through upheavals, read the following document from LaunchEquity Partners LLC, a minority owner of Finale’s parent company MakeMusic Inc – they want to purchase a majority share of the company to turn it around:

    Link: http://www.sec.gov/Archives/edgar/data/920707/000092189512001507/ex99113da807845mak_071512.htm

    (From the above link:)

    LAUNCHEQUITY PARTNERS, LLC
    4230 N. Oakland Avenue #317
    Shorewood, WI 53211-2042

    (h/t Jason Poss)

    July 15, 2012

    BY FEDEX AND FACSIMILE

    Board of Directors
    MakeMusic, Inc.
    7615 Golden Triangle Drive, Suite M
    Eden Prairie, MN 55344-3848
    Attention:
    Robert B. Morrison, Chairman

    Graham Richmond, Director

    Gentlemen:

    As you know, LaunchEquity Partners, LLC (“LEP”) and LaunchEquity Acquisition Partners, LLC Designated Series Education Partners (together with LEP, “LaunchEquity”), is your largest shareholder, and our investment in MakeMusic, Inc. (“MMUS”) dates back to February 2006. MMUS is facing a difficult road ahead as a new leader needs to be hired with the recent departure of MMUS’s latest chief executive officer at a time when the company is in the midst of an expensive and difficult refresh of its products while also facing intensified competition. While we have considered remaining a large minority owner, the reality is that we have not seen enough evidence that the rewards of such a strategy outweigh the risks. For the reasons described below, we cannot simply sit idly by any longer. The lack of material revenue and profit growth, the steep decline in the company’s notation product line, the recurring turnover of senior leadership and the accelerating level of spending during the six years that LaunchEquity has been a shareholder has led us to conclude that MMUS is in need of aggressive strategic leadership.

    In addition to MMUS’s operational issues, we are faced with a number of legal hurdles relating to our investment in MMUS. In February 2012, you adopted a 4.9% NOL “poison pill” that effectively eliminated any trading liquidity in MMUS’s shares, essentially turning the company into a semi-private entity without the opportunity to attract any significant new, institutional shareholders. In addition, pursuant to the terms of the settlement agreement between MMUS and LaunchEquity and the complexities of the Minnesota Share Control Act, LaunchEquity cannot in a simple way seek to increase its beneficial ownership to a majority level and exert more direct influence. Therefore, for the reasons described below, we have determined that the only real choice is to propose to acquire MMUS.

    We hereby propose directly or through a newly-created entity to purchase the operating assets of the company, excluding cash, and assume the related liabilities, of MMUS (the “Assets”), free and clear of all liens and encumbrances, for $13.5 million. Including the cash retained by MMUS, our offer values the business at approximately $21.2 million. We have calculated the purchase price on the basis of publicly available information. Our offer is conditioned upon, among other things, MMUS adopting a plan of liquidation simultaneously with shareholder approval of the sale of Assets, which we believe should enable MMUS to distribute approximately $4.30 per share to shareholders. Such amount represents a 20% premium to the closing share price on July 13, 2012. We would explore with MMUS ways to maximize the cash that would be distributed in such liquidation.

    We project that we will also need to inject at least $10 million over the next two years to (a) recruit and retain a new CEO, (b) upgrade both the Notation and SmartMusic software product lines and (c) cover working capital and seasonal liquidity needs. LaunchEquity is prepared to take these difficult steps to revive MMUS.

    Our offer is subject to MMUS’s agreement to liquidate following the closing of the sale of Assets and standard conditions, including, but not limited to, (a) satisfactory completion of our legal and operational due diligence investigation; (b) the board of directors and shareholders of MMUS approving the transaction; (c) the parties’ execution of a mutually acceptable definitive purchase agreement (the “Definitive Agreement”) and all necessary ancillary agreements; (d) the receipt of any regulatory approvals and third party consents, on terms satisfactory to LaunchEquity; (e) retention of key employees on terms acceptable to LaunchEquity; and (f) there being no material adverse change in the business, results of operations, condition (financial or otherwise) or assets of MMUS. However, our offer is not subject to a financing condition. Further, it is our intention to retain MMUS’s employees as we view them to be a significant asset of the company.

    We understand that the Board of Directors has a fiduciary obligation to MMUS’s shareholders. Therefore, while we stand ready and able to buy MMUS, we encourage you to hold an open and friendly “go-shop” sale process where prospective buyers are offered due diligence and invited to bid while providing us with a contractual last look right. We would consider as part of the Definitive Agreement an agreement to vote our shares in favor of a proposal to acquire the stock or assets of MMUS that is in our view clearly superior to our proposal and would expect an appropriate break-up fee.

    We would expect that from and after the date of this letter, the Board will authorize MMUS’s management to allow LaunchEquity and its advisors full access to MMUS’s facilities, records, key employees and advisors for the purpose of completing its due diligence review. The due diligence investigation will include, but is not limited to, a complete review of the financial, legal, tax, environmental, intellectual property and labor records and agreements of MMUS, and any other matters as LaunchEquity’s accountants, tax and legal counsel, and other advisors, deem relevant. We are prepared to execute an appropriate confidentiality agreement in connection therewith.

    Simultaneously with our due diligence investigation, we are prepared to negotiate the Definitive Agreement relating to LaunchEquity’s acquisition of the Assets, to be drafted by LaunchEquity’s counsel. The Definitive Agreement would include the terms summarized in this letter and such other representations, warranties, conditions, covenants, indemnities and other terms that are customary for transactions of this kind and are not inconsistent with this letter.

    We would expect that during the period from the date of this letter through the execution of the Definitive Agreement, MMUS will (a) conduct its business in the ordinary course in a manner consistent with past practice, (b) maintain its properties and other assets in good working condition (normal wear and tear excepted) and (c) use its best efforts to maintain its business and employees, customers, assets and operations as an ongoing concern in accordance with past practice.

    We did not enter this decision lightly. Regarding the form of purchase, we understand that a significant amount of MMUS’s long-term NOL expired last year without being offset with income from operations. We further understand that a significant amount of the MMUS’s remaining NOL will expire at the end of 2012, and the company does not appear poised to fully leverage this asset through higher profitability. However, we believe that an asset sale that closes in 2012 is an effective way to utilize this tax asset by offsetting any gain realized on the sale of the Assets. This would effectively increase the amount of cash that could be distributed to MMUS’s shareholders.

    As we stated above, we believe that MMUS requires significant intervention now for the following reasons:

    – significant leadership changes – MMUS has had four CEOs in the last four years and now has to recruit a fifth CEO. Not only is this expensive and time consuming, it is very disruptive to the organization and to the company’s relationship and standing with industry partners.

    – significant development costs ahead – we believe that the source code base of Finale and the other notation products is near end of life and significant financial resources are necessary to update and refresh the notation product line. A review of recent quarterly financial reports makes clear that the company’s expenses are rising while its balance sheet is contracting. This suggests a period of heavy investment ahead.

    – significant revenue decrease in 2012 and beyond appears likely for the following reasons:

    • we believe that the current Finale product release will be a partial upgrade versus the typical annual refresh and re-release cycle, which would generate higher revenues.

    • SmartMusic subscription growth has stalled while spending on its development and marketing continue to rise. We believe that shareholders have much higher expectations for SmartMusic subscriber levels and are disappointed with this stagnation.

    • the largest print music publisher, Hal Leonard Corporation (“HLC”), announced in late 2011 its entry into the digital music publishing, education and performance evaluation software market with its Essential Elements Interactive platform. We understand that HLC is using a more modern software platform. We believe this is a direct competitive threat to MMUS’s SmartMusic product suite and it will come from the largest industry participant that is also a significant contributor of content for SmartMusic. If MMUS cannot access quality content from HLC, SmartMusic’s allure in the marketplace is likely to be seriously damaged and the company may face increased repertoire development costs from other sources.

    We are prepared to enter into immediate negotiations with you so that the company could commence this process now.

    Very truly yours,

    /s/ Andrew C. Stephens

    Andrew C. Stephens

    Reply
  13. Paul Muller

    Wow – what a scoop getting a copy of the letter from LaunchEquity. You kinda wonder why they want to invest $10 million into MakeMusic when there are some guys in the UK who have 20 years developing notation software who are available to start a new company…

    Reply
  14. Rob Deemer

    My h/t to Jason Poss got inserted incorrectly in the body of the letter – he’s the one that pointed me to the letter. It’s unclear what this could mean to Finale (it may be a very positive change if it goes through), but it’s good to know what’s going on nonetheless.

    -RD

    Reply
  15. Rob Deemer

    To keep y’all updated on how the Finale/Makemusic issue is evolving, the text below is from MakeMusic’s press release:

    Company Contact:
    Karen VanDerBosch
    COO and CFO
    MakeMusic, Inc.
    (952) 906-3690
    kvanderbosch@makemusic.com

    Investor Relation Contact:
    LHA
    Harriet Fried
    (212) 838-3777
    hfried@lhai.com

    MAKEMUSIC CONFIRMS RECEIPT OF PROPOSAL FROM LAUNCHEQUITY PARTNERS, LLC
    Minneapolis, MN – July 16, 2012 – MakeMusic, Inc. (NASDAQ: MMUS) confirms that it received, on July 15, 2012, a proposal from LaunchEquity Partners, LLC (“LaunchEquity”) to acquire the operating assets of MakeMusic, excluding cash, and assume the related liabilities of MakeMusic, free and clear of all liens and encumbrances, for $13.5 million. LaunchEquity’s proposal contemplates that MakeMusic would adopt a plan of liquidation, which would include a distribution of MakeMusic’s then available cash to existing shareholders. LaunchEquity and certain of its affiliates currently collectively own approximately 27.7% of MakeMusic’s outstanding common stock, according to the latest filings by LaunchEquity and its affiliates with the Securities and Exchange Commission.

    Consistent with its fiduciary duties, MakeMusic’s Board of Directors has appointed a Special Committee of independent, disinterested directors to review and consider the proposal, in consultation with financial and legal advisors, and determine the course of action that it believes is in the best interests of MakeMusic and its shareholders. The Board has authorized the Special Committee to consider the full range of available strategic alternatives including, but not limited to, continuing as an independent, public company with MakeMusic’s current growth plans.

    MakeMusic’s shareholders are advised that no offer or solicitation has been made to them at this time. There can be no assurance that the consideration of the proposal or the exploration of other strategic alternatives will result in any transaction. MakeMusic does not intend to disclose developments regarding its exploration of the current proposal or other strategic alternatives unless and until a transaction has been approved or final decision to discontinue all such exploration and continue as an independent, public company has been made.

    Reply
  16. Jeffrey Sultanof

    I was once the editorial director of Warner Bros. Publications, which published everything from standard sheet music to concert and marching band publications. I’ve observed the introduction and the growth of the notation software issues from day 1, when Finale was a frustrating toy that was developed by professional copyists. I was at the seminar where David Pogue introduced Finale 2, a very important update to the program. I was at a demo of Sibelius when the brothers who developed it for the British Acorn system were adapting it for Windows and Mac. At one time, I even tried to learn Nightingale (anyone remember that?)

    I say all of this because as a creative composer/arranger, I have been delighted to see both software packages continually develop over the years, and competition is healthy, since each package spurred the other to develop and improve.

    What has been a perpetual question over the years is this: why doesn’t someone do something with Score? As most of us who have used it know, it has not changed since it was first developed, and is one of the most beautiful as far as graphics. Of course the learning curve is another story, but I just wanted to throw that idea out there.

    Reply
  17. Pingback: Some Things I’ve Read Recently . . . | Joseph Sowa | composer, arranger, editor

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