International investors usually do not need much convincing that the US entertainment market is attractive. The market is defined by scale, global platforms, deep capital markets, sophisticated buyers and a long history of turning music, film, television, media and talent into revenue. The size of the opportunity is visible across the major parts of the business. In recorded music, the Recording Industry Association of America reported that US revenues reached a record $11.5 billion in 2025, with streaming representing 82% of total revenue. On the film and television side, US industry trade group the Digital Entertainment Group reported that US consumer spending across digital and physical home entertainment formats reached $62.2 billion in 2025, up 17.4%, driven by continued gains in subscription streaming.
For investors looking for exposure to durable intellectual property, recurring revenue and the infrastructure around content, the attraction is easy to understand. The harder part is understanding that buying into the US is not just about finding the right asset. It is about adapting to a different deal environment with industry customs and nuances that are embedded in the relationship-driven entertainment ecosystem. A transaction that looks straightforward from London, Paris, Berlin or Seoul can look different once US tax, state law, employment rules, financing terms, regulatory timing and market practice are layered on top. That is where international buyers can lose time, leverage or economics. They may understand the entertainment asset, but still underestimate the US execution complexity and risk around it.
That matters because entertainment assets are rarely simple. A buyer may be looking at a music catalog, film library, production company, podcast network, management business, digital publisher, live events company or media technology platform. Each carries its own mix of rights, relationships, contracts, data, people and cash flow.
For this reason, I’ve developed a series of articles helping to break down the biggest issues that come along with creating that exposure, as a guide for international investors. Below, we’ll continue examining US market entry and asset structure, and then the series will move on to explore how federal and state laws in the US affect deals, and the differences in US and European deal practice.
US Market Entry is Not One Size Fits All
One trap I’m seeing many international investors fall into is treating “US market entry” as a single strategy. A buyer can enter the US by purchasing an operating company, acquiring a catalog, buying a royalty stream, taking a minority stake, backing a management team, forming a joint venture, lending against cash-flowing assets or rolling up smaller businesses. Those are very different ways of getting exposure to the market.
So, the better first question is not “how do we buy into US entertainment?” It is “what kind of US exposure are we trying to create?”
Structure Can Matter As Much As The Asset
Two buyers can look at the same entertainment opportunity and end up with very different outcomes depending on structure. An equity purchase may give the buyer control of the company, but it can also bring historical liabilities, employment issues, tax exposure and contract obligations. An asset purchase may let the buyer select specific rights or revenue streams, but only if the contracts are assignable, creative partnerships remain intact and the needed third-party consents can be obtained. A joint venture may make sense where the seller or founder remains important, but it can create governance problems if the parties have not agreed on budgets, exploitation, exits and future capital needs. A loan or royalty participation may offer downside protection, but it may not give the buyer the same upside or control.
This is especially true in entertainment, where value often sits somewhere between ownership and access. A production company may not own much IP today, but may have the relationships needed to create future projects. A management business may have recurring commissions, but only if clients and creative partnerships stay. A music royalty stream may be predictable, but only if payments continue to move through the label, publisher or administrator in the expected way.
The structure should be part of the commercial analysis from the beginning. It should not be left as a legal exercise after a price has been agreed. A buyer should know whether it wants control, yield, strategic access, upside participation, downside protection or a platform for future acquisitions. Each goal points to a different structure, and applying the wrong structure can be detrimental to the success of the venture.
Additionally, this also affects speed, as US auction processes often reward certainty. A buyer that has not already thought through tax, financing, regulatory issues and consent requirements may look less competitive, even if it is willing to pay the right price.
Strategic entry into the US market means carefully selecting where and how to be involved. Success is built across all of those decisions, and many more. In my next article in this series, we’ll explore how to navigate the complexity of state-specific laws in entertainment deals.
