SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

October 8, 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. 2 to Registra tion Statement on Form S-4
 Filed September 15, 2009  File No. 333-159991
  Form 10-K for Fiscal Year Ended December 31, 2008   Filed March 5, 2009   File No. 001-32601    Form 10-Q for the Fiscal  Quarter Ended June 30, 2009
  Filed August 6, 2009
File No. 001-32601

Dear Mr. Rowles:

We have reviewed your responses to the comments in our letter dated July 28,
2009 and have the following additional comments.

Registration Statement on Form S-4

Summary, page 10

1. We note your response to prior comment 3.  Please provide substantiation for the
disclosure that Ticketmaster is the “world’s leading live entertainment ticketing
and marketing company based upon the numbe r of tickets sold” or, alternatively,
note that it reflects Ticketmaster’s belief.

Michael G. Rowles, Esq.
Live Nation, Inc.
October 8, 2009 Page 2

Interests of Directors and Executive Officers, page 15

2. We note your response to prior comment 4.  Please, however, revise to provide an
estimate of the aggregate amount of all benefits that the officers and directors will
receive in this transaction which regula r shareholders do not.  You may use a
share price as of a certain date to  make such estimates if necessary.

Risk Factors, page 32

3. Please include a risk factor discussing the fact that the parties to the merger are required to take all reasonable steps in order to attempt to obtain regulatory approval of the merger, including steps that  might deplete or eliminate the value
of the projected $40 million in synergies of the merger.
 The exchange ratio is subject to adjustment prior to completion of the merger, page 33

4. Please disclose the amount of time you an ticipate between the vote and closing
since the exchange ratio can fl uctuate during that time.
 The combined company will have su bstantial indebtedness, page 37

5. We note your response to prior comment 9.  Please revise, however, to disclose
that all interest rate spre ads under Ticketmaster’s credit facility will increase by
1.25% pursuant to the amendment that will ta ke effect at the time of the merger.
Also revise throughout the document, wher e applicable, such as the first bullet
point on page 65.
 If the merger is completed, the terms of Live Nation Worldwide’s agreement with CTS
will cause Live Nation Worldwide to incur ongoing costs and could reduce operational
efficiencies that the combined company mi ght otherwise obtain through the merger, page
37

6. We note from your disclosure on page 37 th at Live Nation is party to a licensing
agreement with CTS.  However, it is not clear from your disclosure if there will
be any changes to the agreement or future additional costs that will be incurred by Live Nation solely due to the merger tran saction.  If there wi ll be any recurring
costs that will be incurred by Live Nati on (or the combined company) that are
directly attributable to the merger tr ansaction, and factually supportable, we
believe these costs should be reflected as adjustments in the pro forma income statement.  Please revise or advise a ccordingly.  Also, to the extent the CTS
agreement is expected to impact Live Nation’s and or the combined company’s future operating results in a material adverse manner, we believe you should
revise your MD&A section to include a discussion of the impact of this contract
on the Company’s future operating results.

Michael G. Rowles, Esq.
Live Nation, Inc.
October 8, 2009 Page 3

The Merger could cause the Tick etmaster spin-off to become  a taxable transaction, page
38

7. We note your response to our prior comme nt number 10.  Please quantify or
estimate, to the extent possible, the aggr egate market value of the Ticketmaster
common stock as of the date of the merg er.  Alternatively, describe how this
amount might be determined.

Background of the Merger, page 57

8. We note your response to prior comment 15.  You state that the potential annual
synergies are estimated at approximatel y $40 million.  In certain of the board
books provided to us pursuant to prio r comment 1, we note that there are
estimated synergies as high as [XX].  Please revise to clarify why you chose the figure that you disclosed and note that there were a range of estimates.

9. We note your response to prior comment 16.  Please briefly disclose the reasons
that Live Nation decided against the alte rnative business transactions discussed on
page 57 that it considered.

10. In this connection, please revise to clarify what you mean by the proposed
transaction with Live Nation being “more attractive” in the last paragraph on page
58.

Live Nation’s Reasons for the Merger, page 61

11. We note your responses to prior comment s 21 and 22.  Please revise to clarify
what you mean by “strategic advantages a nd other opportunities” in the first bullet
on page 61.

Ticketmaster Entertainment’s Reasons for the Merger, page 66

12. We note your response to prior comment 21 and the second portion of prior
comment 23.  Please revise the fourth bulle t point on page 66 to briefly disclose
why the terms provided by the “other part y” were considered unreasonable from
the board’s perspective.

13. We note your response to the first portion of prior comment 23.  Please disclose
the basis for the conclusion by the board th at the combined company will enjoy a
“greater amount of free cash flows.” Does the board expect these amounts to be more than merely the sum of the current companies’ combined earnings and cash flows and if so, why?

Michael G. Rowles, Esq.
Live Nation, Inc.
October 8, 2009 Page 4

Opinions of Live Nation’s Financial Advisors, page 74

14. We note new disclosure on page 54 that you have completed several recent
acquisitions or strategic agreements.  Please revise your disclosure to make clear,
if true, that the financial advisor op inions do not take into account these
subsequent transactions.

Certain Financial Forecasts, page 70

15. We note that the financial projections used by Live Nation’s financial advisor
contain certain line items that you have not  included in the tables on page 71 and
72.  Please tell us why you did not feel that inclusion of those line items was
appropriate or revise.
 Discounted Cash Flow Analysis, page 78

16. We note your response to prior comment 26 and revisions in various places that
multiples were established using the financial advisor’s “professional judgment and expertise.”  Please provide additiona l disclosure in these instances that
provides more meaningful information about how multiples were selected, since the expertise of the financ ial advisors is understood.

17. We note that Goldman Sachs used financia l metrics of Live Nation and selected
companies in determining the discount rates for these companies.  Please identify these comparable companies.

18. Please add the substance of your response to  prior comment 32 to this section so
that investors may better understand the underlying purpose of this analysis and
the one immediately following it.  In a ddition, please clarify that the analyses do
not specifically address the fairness to Live Nation shareholders of the
consideration being paid, but ra ther the increase in value of  their shares as a result
of the merger.

Discounted Cash Flow Analysis, page 84

19. We note that Deutsche Bank selected mid-point discount rates of 11.5% and
11.75% in performing this analysis; howev er, disclose whether other discount
rates were tested and if so, w hy those rates were not selected.
 Value Accretion/Dilution Analysis, page 85

20. Explain why there is no nume ric data in this section and provide more details
about how this analysis suppor ted a fairness determination.

Michael G. Rowles, Esq.
Live Nation, Inc.
October 8, 2009 Page 5

Discounted Cash Flow Analysis, page 94

21. Disclose the names of the comparable companies referenced.

Contribution Analysis, page 97

22. We note the figures provided  with respect to the base case and downside case free
cash flow percentages as they apply to th e contribution analysis for Ticketmaster
and Live Nation.  It appears from the board book produced by Allen & Co.,
however, that the range of free cash flow percentages from FY2008 to FY2011
includes numbers that Allen & Co., dete rmined were not meaningful.  Please
revise the disclosure to correctly refl ect these numbers and explain why there
were determined not to be meaningful.

The Merger Agreement, page 109

23. We note your response to prior comments 41 and 43.  It appears, however, that
the closing condition with respect to ta x opinions can ultimately be waived by
shareholders.  Please clarify whether it is your intent to file tax opinions prior to
effectiveness.
 Accounting Treatment, page 110

24. We note from your response to our prior comment 39 that you have revised your
disclosure to provide deta ils of how you analyzed the SFAS 141R criteria in your
determination that Live Nation is the acc ounting acquirer.  However, we still do
not believe that the analysis of some of the criteria support your conclusion.  For
example, you disclose that because their respective post-Merger ownership will be nearly identical, the companies do not believe that relative voting rights
provide influence in favor of either company being deemed the acquirer for
accounting purposes.  In light of the fact that under Topic 810 of the Codification, control is generally defined as the owne rship of more than 50% of the voting
securities of the acquired entities, pl ease tell us why you do not believe that
50.01% of the total voting power would give  Ticketmaster control of the merged
company and therefore cause them to be considered the accounting acquirer.

Also, although Liberty Media will own just less than 15% of the combined company, you indicate that you believe a single stockholder voting interest in
excess of 25% is a more notable factor in terms of influence.  Please explain to us your basis for this conclusion and why you do not believe that the guidance in
SFAS No. 141R that “the acquirer usually  is the combining entity whose single
owner or organized group of owners holds  the largest minority voting interest in
the combined entity” would apply in this situation.  Also, pl ease explain how you

Michael G. Rowles, Esq.
Live Nation, Inc.
October 8, 2009 Page 6

considered the existence of the two board  seats to be nominated by Liberty Media
in your determination that Liberty Media is not a significant minority interest.
 Material U.S. Federal Income Tax Consequences, page 116

25. We note your response to our prior co mment number 40; however, your new
disclosure does not provide counsel’s opini on as to the tax effects of this merger,
but merely that the summary of the law is accurate.  If you intend to supply a short form tax opinion, please revise here to  make clear which are the material tax
consequences and highlight that they represent co unsel’s opinion.
  Employment Agreements, page 182

26. We note your response to prior comment 47.  Please revise to clarify the
disclosure regarding the ach ievement of management objectives to provide what
constituted “adequate financing” if such  measure was a pre-established metric.
Alternatively, if such metric was discre tionary, please make that fact clear.

Ticketmaster Entertainment’s Management’s  Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations for the Three and Six Months Ended June 30, 2009 Compared to
the Three and Six Months Ended June 30, 2008, page 247

27. We note from the discussion on page 253 th at operating income for the three and
six months ended June 30, 2009 decreased in  part from increases in amortization
of intangibles. We also note that this  was due partly to acceleration of
amortization expense of $5.1 million relate d to certain international ticketing
agreement intangible assets. Please tell us  and explain in MD&A and the notes to
the Company’s financial statements the na ture and timing of the changes in facts
or circumstances that resulted in the accel eration of amortization expense related
to the international ticketing agreement intangible assets. We may have further
comment upon review of your response  and your revised disclosures.

- Liquidity and Capital Resources, page 264

28. We note from your response to our prio r comment 52 that you revised your
disclosure on page 266.  However, it does not  appear that the disc losure in the last
paragraph of the Liquidity and Capital Resources section has been revised to
discuss the nature and terms of the signi ficant changes in the amendments that
will occur if the merger is consummated, including the increase in interest rates
and additional restrictive c ovenants that may occur as a result of the merger.  We
believe that a detailed discussion of the ch anges would be useful  to the reader of

Michael G. Rowles, Esq.
Live Nation, Inc.
October 8, 2009 Page 7

this section, rather than a cross-referen ce to a discussion elsewhere in the filing.
Please revise accordingly.
 Unaudited Pro Forma Condensed Combined Financial Statements, page 306

 Note 1. Basis of Pro Forma Presentation, page 311

29. We note from your response to our prior comment 55 that you have revised the
pro forma financial statements to include a separate column for the spin-off adjustments and a separate column for the acquisition accounting adjustments.
Please revise the unaudited pro forma stat ements of operations for the year ended
December 31, 2008 and six months ended June 30, 2009 to include an additional subtotal column that reflects only the pro forma effects of the spin-off transaction
and which does not include the eff ects to the acquisition accounting.

30. We note from your response to our pr ior comment 56 that management is
currently discussing the terms of the empl oyment agreements to take effect upon
completion of the Merger. However, base d on the disclosures provided on pages
108 and 109 and 280 and 281 of the registrati on statement, it appears that certain
employment agreements with management have already been finalized.   To the
extent that these agreements are already fi nalized or will become finalized prior to
the planned effectiveness of your Form S- 4 registration statement, please revise
the pro forma financial statements to give effect to these since they appear to be
directly attributable to the merger a nd will have a continuing impact on the
combined company’s results of operations.  Refer to the guidance outlined in Rule
11-02(b)(6) of Regulation S-X.
 Footnote (4), page 312

31. We note from your response to our prio r comment 57 that you have revised
footnote (4) on page 312 to include the assumptions used in the Black-Scholes option pricing model.  We also note that you disclose that you used the simplified
method for estimating the expected life assumption.  Please revise your disclosure in footnote (4) to include the additiona l disclosures required by SAB 110 when
the simplified method is used.  These di sclosures include the use of the method,
the reason why the method was used, and the periods for which the method was used if the method was not used in all pe riods.  Your disclosure in the interim
financial statements of Ticketmaster for the six months ended June 30, 2009 on
page FIN-73 should be similarly revised.

32. We note from your response to our prio r comment 60 and revised disclosure on
note 314 that you have included disclosure of the valuation method used for each type of intangible asset acquired.  Please revise to include detail of the significant

Michael G. Rowles, Esq.
Live Nation, Inc.