SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
July 28, 2009
Via U.S. Mail
Michael G. Rowles, Esq.
Executive Vice President, General Counsel and Secretary
Live Nation, Inc.
9348 Civic Center Drive
Beverly Hills, CA 90210
Re: Live Nation, Inc.
Amendment No. 1 to Registration Stateme nt on Form S -4
Filed July 1 , 2009
File No. 333 -159991
Form 10 -K for Fiscal Year Ended December 31, 2008
Filed March 5, 2009
File No. 001 -32601
Dear Mr. Rowles :
We have reviewed the above filing sand have the following comments. Where
indicated , we think you should revise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment sare
inapplicable or a revision is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure. After reviewing this information, we may
raise additional comments.
Please understand that the purpose of our review process is to assist yo u in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comment or any other aspect of o ur
review. Feel free to call us at the telephone numbers listed at the end of this letter.

Michael G. Rowles, Esq.
Live Nation, Inc.
July 28, 2009
Page 2
General
1.Please provide us with copies of the “board books” or similar documentation
provided to the boards and management in connection with the proposed
trans action. Such materials should include all presentations made by the financial
advisors.
Registration Statement
Cover Page
2.Please revise to disclose the aggregate amount of securities offered. Similarly
revise your summary. Please also revise here or in your summary to describe the
circumstances under which the exchange rate will change, including the factors
that might impact the conversion rate.
Summary, page 9
3.Please revise to indicate the measure by which Live Nation is the “largest
producer of l ive music concerts in the world” and by which Ticketmaster is the
“world’s leading live entertainment ticketing and marketing company.”
Interest of Directors and Executive Officers in the Merger, page 13
4.Please quantify the aggregate amounts of all benef its which officers and directors
receive in the merger which regular shareholders do not. Use tabular presentation
if that makes it easier to understand for shareholders.
Litigation Relating to the Merger, page 21
5.Please provide us with a copy of the co mplaints mentioned in this section.
Risk Factors, page 31
Failure to complete the Merger may negatively impact, page 31
6.Since this risk is not a risk of the merger being completed, either delete it or move
it to the end of this section.

Michael G. Rowles, Esq.
Live Nation, Inc.
July 28, 2009
Page 3
The exchan ge ratio is subject to adjustment prior to the completion of the Merger, page
32
7.Since the exchange ratio is subject to change, please revise the prospectus to
include a telephone number or other mechanism so that investors can learn the
current ratio.
The combined company may not fully realize the anticipated synergies, page 34
8.Please revise to have a separate, appropriately captioned risk factor about the risk
relating to CTS and explain the situation in enough detail so that investors can
understand t he risk and the level of seriousness you believe it entails.
The combined company will have substantial indebtedness, page 35
9.Please revise to specify the new interest rate that will apply to the amended
Ticketmaster credit facility.
The Merger could ca use the Ticketmaster Entertainment spin -off to become a taxable
transaction, page 36
10.Quantify the potential liability if the spinoff is determined to be taxable .
The success of the combined company will also depend upon relationships, page 39
11.Please qua ntify the percentage of revenue of Ticketmaster attributable to
Anschutz Entertainment.
Ticketmaster Entertainment may be unable to make the changes necessary to operate
effectively, page 40
12.Please revise to clarify why the risk you discuss applies to a vote on a merger in
which Ticketmaster will no longer be a public company. Alternatively, delete.
13.We do not understand the purpose of this risk factor and some of the other ones in
this section since Ticketmaster will not be a separate public company if the
merger occurs. Either remove or revise and tell us why this risk factor is
necessary. Similarly, remove or revise the last two risk factors on page 42. Also,
consider revising other risk facto rs which may have been carried over from other
filings bu t which no longer make sense. See, for example, the last sentence of the
first full paragraph on page 49: “Also, Ticketmaster Entertainment’s ability to
engage in significant equity issuances is limited in order to preserve the tax -free
nature of the Tic ketmaster Entertainment spin -off.”

Michael G. Rowles, Esq.
Live Nation, Inc.
July 28, 2009
Page 4
Background of the Merger, page 54
14.Please expand your disclosure about revised drafts of the merger agreement to
detail the material points of negotiation and describe the resolution of those
points.
15.Please quantify the anticipated cost synergies mentioned in the carryover
paragraph at the top of page 55.
16.We note that both Live Nation and Ticketmaster explored alternative business
transactions prior to entering into the merger agreement. Please revise to briefly
discus s these alternative transactions, and the reasons that each board rejected
such alternatives.
17.Please revise the final paragraph on page 54 to explain how the initial contact
between the parties was made. Who initiated discussions of a merger and why?
18.Refer to the second paragraph on page 55. Explain what the “results of their
reviews of the financial forecasts prepared by Ticketmaster Entertainment and the
advantages and disadvantages of the ticketing platform utilized by Ticketmaster
Entertainment” w ere.
19.Please refer to the eighth bullet on page 60. Either quantify the expected int erest
rate increase, if known, or explain why it will increase.
20.Please include a discussion regarding whether this merger could be considered a
“fundamental change” that would trigger arepurchase obligation of the 2.875%
convertible notes discussed on page 67 of your Form 10 -K for the fiscal year
ended December 31, 2008 or a change in the conversion rate .We note that a
fundamental change is defined, among other things, as aChange of Control .
Live Nation’s reasons for the Merger, page 57
21.For each reason given here and starting on page 61, please specify what aspect of
the reason given made it a factor in favor of the merger. For example, what was it
about the board’s “knowledge of Live Nation’s business, operations, financial
condition, earnings and prospects and . . .Ticketmaster Entertainment’s business,
operations, financial condition, earnings and prospects, taking into account the
results of Live Nation’s due d iligence review of Ticketmaster Entertainment ” that
argued in favor of the merger.
22.What is meant by “greater transparency” in the first bullet anda “healthier live
entertainment industry” in the sixth bullet ?

Michael G. Rowles, Esq.
Live Nation, Inc.
July 28, 2009
Page 5
Ticketmaster Entertainment’s Reasons for t he Merger, page 61
23.Define what you mean by a “stronger stream of free cashflows” in the fourth
bullet point. In addition, provide more detail about why Ticketmaster did not
consider the other transaction viable and why its failure was a signal that no ot her
transaction would be available.
24.In the second bullet point on page 62, list the anticipated synergies and quantify
them to the extent possible.
Certain Financial Forecasts, page 65
25.We suggest deleting the statement in the last paragraph on page 65 t hat the
projections are not material, which appears to conflict with their use by the
financial advisors and their inclusion in this prospectus.
Opinions of Live Nation’s Financial Advisors, page 69
26.In connection with your description of each fairness op inion, discuss why your
financial advis ors selected the discount rates, perpetuity growth rates and forward
EBITDA multiples they chose where these measures were used for their analyses.
Please provide similar disclosure for Ticketmaster’s advisor, Allen & Co.’s choice
of discount rates and forward EBITDA exit multiples. In addition, define terms
which might not otherwise be understood by an investor, such as “terminal year
projected cash flow,” “normalized level of capital expenditure,” “unlevered free
cash flow,” “appropriate weighted average enterprise valuation multiple” and
“treasury -method based fully diluted enterprise values.”
27.In each instance where a financial advisor’s analysis showed that the
consideration to be received by its client was outsi de the range indicated by the
analysis, please revise the disclosure to address how the financial advisor arrived
at a fairness determination despite the analysis.
28.For each financial advisor, please discuss with greater specificity the criteria used
to de termine the comparable companies used in their analyses . In that regard,
disclose the statistics analyzed for comparison purposes and if these statistics
helped determine which companies were comparable companies, or if these
statistics were analyzed afte r the comparable companies were already identified.
Further, please tell us whether any additional companies fit within these criteria
but were not analyzed, and if so, why not.
29.Revise to state which party proposed the price, both per share and the just over
50% amount.

Michael G. Rowles, Esq.
Live Nation, Inc.
July 28, 2009
Page 6
Historical Stock Price and Exchange Ratio Analysis, page 71
30.Please have the Live Nation board specially notice the exchange premium
percentages on page 72. Also, have the board specially note the analysis in the
table on page 78.
Contr ibution Analysis, page 72
31.With respect to the Live Nation Implied Equity Contribution chart on page on
page 73, explain how the 2008 Eanalysis shows 0% contribution.
Discounted Cash Flow Analysis, page 73
32.Explain how this analysis and the immediately fo llowing analysis supported the
consideration given , since they appear to show that Live Nation would be worth
more as a combined company, but do not appear to address the consideration
given.
Deutsche Bank, page 75
33.Please disclose the fee paid to Deutsch e Bank in connection with providing Live
Nation a fairness opinion.
Contribution Analysis, page 78
34.Explain what is meant by “not meaningful.”
Valuation of Live Nation, page 88
35.Since the current share price is virtually always or always below the anal yst target
price, it is unclear why Allen & Co. considered this a material financial test.
Please revise to explain. Perhaps they might give the percentage of NYSE
companies whose current price is below the analysts’ targets so that investors can
underst and why this test was included.
Opinion of Ticketmaster Entertainment’s Financial Advisor –Transaction Analysis, page
90
36.List the transactions in the Precedent Transaction Analysis. If there were other
transactions that fit the description but which Al len & Co. did not use, tell us why.
37.Please provide tabular disclosure for the presentation of Allen & Co.’s pro forma
discounted cash flow analysis located on page 92.

Michael G. Rowles, Esq.
Live Nation, Inc.
July 28, 2009
Page 7
Opinion of Ticketmaster Entertainment’s Financial Advisor –General, page 9 2
38.Please disclose the fee that will be paid to Allen & Co. upon completion of the
merger in connection with it providing Ticketmaster with a fairness opinion.
Accounting Treatment, page 103
39.We note from the discussion on page 103 that based on the analysis per formed by
Live Nation and Ticketmaster Entertainment of the various factors enumerated in
SFAS No.141(R), Live Nation has been determined to be the accounting acquirer
for purposes of the merger transaction. Please significantly expand your
discussion here to explain the various factors that were considered in determining
that Live Nation should be treated as the accounting acquirer in the merger
transaction. For example, your revised discussion should explain how the fact
that the Ticketmaster shareholder s are receiving the majority of the Company’s
shares of the combined company was considered in your determination of the
accounting acquirer. Your revised discussion should also explain how
Ticketmaster Entertainment’s right to elect one half of the combin ed company’s
board of directors was considered in making this determination. The discussion on
page 294 in the pro forma financial information section of the registration
statement should be similarly revised to explain in further detail all of the factors
considered by management in determining that Live Nation is the accounting
acquirer.
Material U.S. Federal Income Tax Consequences, page 106
40.Revise to reflect that this section represents counsel’s opinion, rather than merely
a “discussion.” Alternativ ely, confirm that counsel will file long form tax
opinions.
41.We note the disclosure on page 107 that Wachtell, Lipton, Rosen & Katz and
Latham & Watkins LLP will provide tax opinions as of the closing date of the
merger. Reconcile with statements elsewher e that these opinions will only be
provided prior to the closing of the merger.
TheMerger Agreement ,page 109
42.We note the second paragraph of this section. Please confirm that there are not
conditions that differ from the representations and warranties so greatly as to
make any statements in the prospectus misleading by the omission of such
statement . Alternately, revise the prospectus.
43.We note your disclosure on page 113 that the parties may waive the requirement
for tax opinions if they receive fu rther shareholder approval with appropriate

Michael G. Rowles, Esq.
Live Nation, Inc.
July 28, 2009
Page 8
disclosure. Please note that an investor may not waive his right to receive
statutorily mandated disclosure. Please revise as appropriate.
Live Nation Security Ownership of Certain Beneficial Owners and Managem ent, page
158
44.It appears that the shares held by SQ Portfolio Management Inc., noted in
footnote 1, may represent more than five percent of the outstanding equity of Live
Nation. Please confirm that in the future, to the extent it still beneficially owns
greater than 5% of the outstanding shares, you will add this entity and its share
ownership in to the beneficial ownership table .Refer to Item 403 of Regulation S -
K.
45.Also, please put the aggregate amount of the shares discussed in footnote 1 into
the table and include the disclaimer regarding the rest of the information in the
footnote.
Live Nation –Cash Performance Bonuses, page 163
46.We note your use of “adjusted operating income on a pro forma basis” as the
primary metric for your annual non -equity incentive program for your named
executive officers. This metric, however, is not described anywhere in this
registration statement or your Form 10 -K that is incorporated by reference.
Please confirm that in future filings you will provide a detailed exp lanation of
how you calculate this metric. Furthermore, because this metric is a non -GAAP
measure, please confirm you will provide discussion of how the numbers are
calculated from your audited financial statements. Refer to Instruction 5 to Item
402(b) of Regulation S -K.
Employment Agreements, page 172
47.Please revise the third paragraph under Mr. Rapino to disclose the financial
performance target for 2008.
Potential Payments upon Termination or Change of Control, page 183
48.We note footnote 3 to the t abular disclosure of potential payments upon
termination or cha