SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

      February 4, 2010
Via Facsimile (212) 259-2540 and U.S. Mail

Robert W. Murray Jr., Esq. Baker Botts L.L.P. 30 Rockefeller Plaza New York, NY  10112

Re: Live Nation Entertainment, Inc.
 Schedule TO-T filed February 1, 2010, by LMC Events, LLC  SEC File No. 005-81268

Dear Mr. Murray:

We have reviewed your filing and have the following comments.   Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you 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 comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Schedule TO-T

1. It appears the named bidder, LMC Events , LLC, is making the offer on behalf of
Liberty Media Corporation.  Thus, please include the Liberty Media Corporation
as a bidder (including all other disclosure required for a bidder) or provide us with
your detailed legal analysis explaining why you do not believe the listed persons
are bidders in the offer.  For guidance, refer to Rule 14d-1(g)(2), which defines
the term “bidder” as “any person who makes a tender offer or on whose behalf a
tender offer is made,” and Section II.D.2 of the Division of Corporation Finance’s
“Current Issues and Rulemaking Projects Outline” (November 14, 2000; available on our web site at www.sec.gov
).

Robert W. Murray Jr., Esq.
Baker Botts L.L.P. February 4, 2010
Page 2
Offer to Purchase

Summary Term Sheet, page 1
2. We note on page 2 that in the event you have to prorate the shares tendered you
will not announce the results of the tender offer until “at least five NYSE trading
days after the expiration of the tender offer.”  Thus, please tell us how you believe this timeline would comply with the requirements of Rule 14e-1(c) to pay
promptly for tendered securities.
3. On a related note, please revise the answer  to the first question on page 5 to state
that you will promptly rather than “as promptly as practicable . . .”
 Material U.S. Federal Income Tax Considerations, page 14

4. Provide an analysis supporting the le gend relating to Treasury Department
Circular 230 at the top of page 15 or delete the legend.
 Certain Information About Purc haser and Liberty, page 18

5. With respect to your disclosure on pa ge 18, 19 and 24, please tell us why you
need to qualify your disclosure “to the best knowledge of Purchaser and Liberty”
and “to our knowledge.”  What prevents  you from knowing and disclosing this
information?  Please explain or delete the qualifiers.

Conditions of the Tender Offer – Page 25
6. Refer to the disclosure in th e last paragraph of this se ction relating to your failure
to exercise any of the rights  described in this section.  This language suggests that
once an offer condition is triggered, you must  decide whether or not to waive the
condition.  Note that when a condition is triggered and you decide to proceed with
the offer anyway, we believe that this constitutes a waiver of the triggered
condition(s).  Depending on the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to security  holders.  You may not, as this language
seems to imply, simply fail to assert a triggered offer condition and thus effectively waive it without offici ally doing so.  Please confirm your
understanding supplementally.
 Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish

Robert W. Murray Jr., Esq.
Baker Botts L.L.P. February 4, 2010 Page 3  a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed investment decision.  Since the bidd er is in possession
of all facts relating to its disc losure, it is responsible for th e accuracy and adequacy of the
disclosures it has made.   In connection with responding to our comments, please provide, in writing, a statement from the bi dder acknowledging that:

• the bidder is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the bidder may not assert staff comments as  a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Please direct any questions to me at (202) 551-3619.  You may also contact me
via facsimile at (202) 772-9203.  Please send all correspondence to us at the following
ZIP code: 20549-3628.        S i n c e r e l y ,           Daniel F. Duchovny       S p e c i a l  C o u n s e l        Office of Mergers and Acquisitions