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SEC Comment Letter for Live Nation Entertainment, Inc. (LYV) (CIK 0001335258) (LYV) — Apr 27, 2016

Live Nation Entertainment, Inc. (LYV) (CIK 0001335258)
Date: April 27, 2016 · CIK: 0001335258 · Accession: 0000000000-16-073957

AI Filing Summary & Sentiment

File numbers found in text: 001-32601

Date
April 27, 2016
Author
/s/ David L. Orlic
Form
UPLOAD
Company
Live Nation Entertainment, Inc. (LYV) (CIK 0001335258)

Letter

April 2 7, 2016 Via E-mail Ms. Kathy Willard Chief Financial Officer Live Nation Entertainment, Inc. 9348 Civic Center Drive Beverly Hills, CA 90210

Re: Live Nation Entertainment , Inc . Definitive Proxy Statement on Schedule 14A Filed April 26 , 2016 File No. 001-32601

Dear Ms. Willard :

We have reviewed your 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 your disclosure.

Please respond to this letter by amending your 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 your facts and circumst ances or do not believe an amendment is appropriate, please tell us why in your response.

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

Independence, page 6

1. Please advise how it was determined that the following directors are independent under NYSE rules and that there are no relationships involving these directors, such as those noted below, that would r equire disclosure under Item 404(a) of Regulation S -K:

 Mr. Ari Emanuel – Relationship between WME Entertainment and Lollapalooza ; relationships between the company and WME Entertainment artists, etc.  Mr. Mark Carleton – relationship with Liberty Media Corporation  Mr. Jeff Hinson – relationship between YouPlus M edia and House of Blues  Mr. Mark Shapiro – relationship between IMG and the company

Ms. Kathy Willard Live Nation Entertainment, Inc. April 27 , 2016 Page 2 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 the information the Securities Exchange Act of 1934 and all applicab le Exchange Act rules require. Since the company and its management are in possession of all facts relating to their disclosure, they are responsible for the accuracy and adequacy of t he dis closures 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.

You may contact me at (202) 551 -3503 if you have any questions regarding our comments .

Sincerely,
/s/ David L. Orlic

Show Raw Text
April 2 7, 2016

Via E-mail
Ms. Kathy Willard
Chief Financial Officer
Live Nation Entertainment, Inc.
9348 Civic Center Drive
Beverly Hills, CA 90210

Re: Live Nation Entertainment , Inc .
Definitive  Proxy Statement on Schedule 14A
Filed April 26 , 2016
File No.  001-32601

Dear Ms. Willard :

We have reviewed your 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 your
disclosure.

Please respond to this letter by amending your 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 your facts and circumst ances or do not believe an amendment is
appropriate, please  tell us why in your response.

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

Independence, page 6

1. Please advise how it was determined that the following directors are independent  under
NYSE rules  and that there are no relationships involving these directors, such as those
noted below, that would r equire disclosure under Item 404(a)  of Regulation S -K:

 Mr. Ari Emanuel – Relationship between WME  Entertainment  and Lollapalooza ;
relationships between the company and WME Entertainment artists, etc.
 Mr. Mark Carleton – relationship with Liberty  Media Corporation
 Mr. Jeff Hinson  – relationship between YouPlus M edia and House of Blues
 Mr. Mark Shapiro  – relationship between IMG and the company

Ms. Kathy Willard
Live Nation Entertainment, Inc.
April 27 , 2016
Page 2
 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 the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the company and its management  are
in possession of all facts relating to their disclosure, they are responsible for the accuracy and
adequacy of t he dis closures 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.

You may contact me at (202) 551 -3503 if you have any questions regarding our
comments .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions