SecProbe.io

June 20, 2014

Via E-mail
Steven B. Stokdyk , Esq.
Latham & Watkins  LLP
355 South Grand Avenue
Atlanta, Georgia 30308 -2216

Re: Live Nation Entertainment, Inc.
Schedul e TO-I
Filed June 16, 201 4
File No.  005-81268

Dear Mr. Stokdyk :

We have reviewed the above  filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this l etter by amending the filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to the facts and circumstances or do not believe an amendment is
appropriate, pl ease tell us why in your response.

After reviewing any amendment s to the filing and the information you provide in
response to these comments, we may have additional comments.

Offer to Purchase

1. Disclosure indicates that through at least July 29, 2014 , holders may convert their
Securities  into cash consideration.  P lease advise how this is consistent with Exchange
Act Rules 13e -4(f)(6) and 14e -5.

2. Please advise why the right to convert the Securities  is not a tender offer subject to
Exchange Act Regula tion 14E and Rule 13e -4.  Please address in your response the fact
that the Company may pay cash consideration for any converted Securities , the Securities
appear to be convertible only during the period beginning on or after June 20, 2014 (the
date t hat the Company issues a notice of redemption) and ending July 29, 2014  and that
the Company may choose to redeem the Notes  on or after July 30, 2014 .

Steven B. Stokdyk , Esq.
Latham & Watkins  LLP
June 20, 2014
Page 2
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 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the Company and its management is
in possession of all facts relating to the disclosure, they are responsible for the accuracy and
adequacy of the disclos ures they have made.

 In responding to our comments, please provide a written statement from the Company
acknowledging that:

 the Company 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 Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United States.

Please direct any questions to me at (202) 551 -3641 or Perry Hindin, Special Counsel, at
(202) 551 -3444 .

Sincerely,

        /s/ Geoff Kruczek

Geoff Kruczek
Attorney -Advisor
Office of Mergers and Acquisitions

cc:  Gregory P. Rodg ers, Esq.
 Latham & Watkins LLP