SEC Company Response from Live Nation Entertainment, Inc. (LYV) (CIK 0001335258) (LYV) — Sep 15, 2009
Live Nation Entertainment, Inc. (LYV) (CIK 0001335258)
Date: Sept. 15, 2009 · CIK: 0001335258 · Accession: 0001193125-09-192286
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-32601, 333-159991
Letter
VIA EDGAR AND COURIER Division of Corporation Finance Securities and Exchange Commission File No. 333-159991 Form 10-K for Fiscal Year Ended December 31, 2008 Filed March 5, 2009 File No. 001-32601
Dear Ms. Ravitz:
On behalf of Live Nation, Inc. (“Live Nation”) we hereby submit responses to the Staff’s comments regarding Live Nation’s Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) filed on July 1, 2009 (“Amendment No.1”) and Live Nation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Live Nation Form 10-K”), as set forth in the Securities and Exchange Commission’s letter to Michael G. Rowles, Esq., dated July 28, 2009 (the “Comment Letter”). We have also included in this letter, where relevant, responses forwarded to us by counsel to, and/or representatives of, Ticketmaster Entertainment, Inc. (“Ticketmaster Entertainment”) regarding the Staff’s comments to the Registration Statement. Additionally, herewith filed with EDGAR is a complete copy of Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2”), including exhibits.
We are also providing via courier five copies of Amendment No. 2, including exhibits and two copies of Amendment No. 2 marked to show changes from Amendment No. 1. In addition, Live Nation’s and Ticketmaster Entertainment’s financial advisors will be providing to the Staff under separate cover information responsive to comment 1, for which, due to its highly sensitive and confidential commercial and financial nature, we have been advised they will request confidential treatment under the Freedom of Information Act, as amended, in accordance with 17 C.F.R. § 200.83(c). We are providing courtesy copies of Amendment No. 2 including a version marked for changes, to Claire Erlanger, Linda Cvrkel and Matthew Spitzer.
LATHAM & WATKINS LLP
Amendment No. 2 incorporates changes responsive to the comments set forth in the Comment Letter. For your convenience, we have repeated each of the Staff’s comments in bold prior to the response. All references to page numbers and footnotes in the responses below each heading are to the pages or footnotes, respectively, in Amendment No. 2. The references to page numbers and footnotes in the headings are to Amendment No. 1.
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 transaction. Such materials should include all presentations made by the financial advisors.
Response:
As noted above, Goldman Sachs and Deutsche Bank will each provide the Staff, under separate cover and on a confidential basis, their respective board books that were delivered to the Live Nation board of directors on February 8, 2009 in connection with the proposed transaction. Allen & Co. will provide the Staff, under separate cover and on a confidential basis, the board book that it delivered to the Ticketmaster Entertainment board of directors on February 10, 2009 in connection with the proposed transaction.
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.
Response:
The disclosure on the cover page of the joint proxy statement/prospectus and on page 12 has been revised in response to the Staff’s comment.
Summary, page 9
3. Please revise to indicate the measure by which Live Nation is the “largest producer of live music concerts in the world” and by which Ticketmaster is the “world’s leading live entertainment ticketing and marketing company.”
Response:
The disclosure on pages 10 and 141 has been revised in response to the Staff’s comment.
LATHAM & WATKINS LLP
Interest of Directors and Executive Officers in the Merger, page 13
4. Please quantify the aggregate amounts of all benefits 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.
Response:
In response to the Staff’s comment, the disclosure on page 15 has been revised to include cross-references to the amounts that are set forth in detail in the “The Merger – Interests of Live Nation Directors, Executive Officers and Certain Key Employees in the Merger” and “The Merger – Interests of Ticketmaster Entertainment Directors and Executive Officers in the Merger” sections of the Registration Statement. The Staff is respectfully advised that Ticketmaster Entertainment and Live Nation believe that the information is appropriately summarized in the “Summary” section of the Registration Statement and do not believe that the information would be easier for stockholders to understand in tabular form.
Litigation Relating the Merger, page 21
5. Please provide us with a copy of the complaints mentioned in this section.
Response:
Pursuant to the Staff’s request, copies of the referenced complaints are being provided to the Staff via courier along with this letter.
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.
Response:
This risk factor has been moved to page 35 in response to the Staff’s comment.
The exchange 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.
Response:
The disclosure on the cover page of the joint proxy statement/prospectus and beginning at the bottom of page 1 has been revised in response to the Staff’s comment.
LATHAM & WATKINS LLP
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 the risk and the level of seriousness you believe it entails.
Response:
A separate risk factor related to CTS has been included beginning on page 37 in response to the Staff’s comment.
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.
Response:
The disclosure on page 37 has been revised in response to the Staff’s comment.
The merger could cause 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.
Response:
In response to the Staff’s comment, the risk factor referenced above has been revised beginning on page 38 to provide additional information regarding potential tax liabilities of IAC/InterActiveCorp (“IAC”) for which the combined company could be responsible under the tax sharing agreement by and among IAC, Ticketmaster Entertainment and certain other parties entered into in connection with the Ticketmaster Entertainment spin-off.
The Staff is respectfully advised that Ticketmaster Entertainment has advised Live Nation that the amount of IAC’s taxes for which the combined company could be responsible under the tax sharing agreement depends, among other things, on the amount of taxable income or gain that would be recognized by IAC if the Ticketmaster Entertainment spin-off and related transactions were taxable to IAC. That determination, in turn, depends on IAC’s tax basis in, and the fair market value of, the stock of Ticketmaster Entertainment and various other subsidiaries, and assets involved in the Ticketmaster Entertainment spin-off and related restructuring steps. Ticketmaster Entertainment has advised Live Nation that it does not possess the information necessary to quantify IAC’s tax liabilities for which it may be responsible.
LATHAM & WATKINS LLP
The success of the combined company will also depend upon relationships, page 39
11. Please quantify the percentage of revenue of Ticketmaster attributable to Anschutz Entertainment.
Response:
The disclosure on page 41 has been revised in response to the Staff’s comment.
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.
Response:
The disclosure on page 53 has been revised in response to the Staff’s comment. This risk factor, and other risk factors that only relate to Ticketmaster Entertainment’s business prior to the completion of the Merger, have been moved to a new subsection of the “Risk Factors” section of the Registration Statement titled “Risks Relating to Ticketmaster Entertainment’s Business Prior to the Completion of the Merger,” beginning on page 53. The Staff is respectfully advised that Ticketmaster Entertainment believes that these risks, including the one referenced in the Staff’s comment, highlight risks that Ticketmaster Entertainment stockholders should consider in determining whether to vote “for” or “against” the Ticketmaster Entertainment proposals included in the Registration Statement.
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 factors which may have been carried over from other filings but 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 Ticketmaster Entertainment spin-off.”
Response:
The last risk factor on page 42 of Amendment No. 1 has been deleted in response to the Staff’s comment. The other risk factors related only to Ticketmaster Entertainment’s business, included on pages 53 through 56 of the Registration Statement, have been revised in response to the Staff’s comment. As revised, these risk factors allow for a comparison of the risks associated with Ticketmaster Entertainment’s ongoing business against the potential benefits of the Merger that are presented elsewhere in the Registration Statement. As discussed in the response to comment 12, these risk factors have been moved to a new subsection of the “Risk Factors” section of the Registration Statement titled “Risks Relating to Ticketmaster Entertainment’s Business Prior to the Completion of the Merger,” beginning on page 53.
LATHAM & WATKINS LLP
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.
Response:
The disclosure on pages 59 and 60 has been revised in response to the Staff’s comment.
15. Please quantify the anticipated cost synergies mentioned in the carryover paragraph at the top of page 55.
Response:
The Staff is respectfully advised that the anticipated cost synergies were not quantified during the December 9, 2008 Live Nation board of directors meeting. In response to the Staff’s comment, Live Nation has, however, revised the disclosure related to the January 25, 2009 Live Nation board of directors meeting on page 59 to disclose the amount of anticipated synergies that were discussed at that meeting.
16. We note that both Live Nation and Ticketmaster explored alternative business transactions prior to entering into the merger agreement. Please revise to briefly discuss these alternative transactions, and the reasons that each board rejected such alternatives.
Response:
The disclosure on pages 57 and 58 has been revised in response to the Staff’s comment.
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?
Response:
The disclosure on page 58 has been revised in response to the Staff’s comment.
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” were.
Response:
The disclosure on page 59 has been revised in response to the Staff’s comment.
19. Please refer to the eighth bullet on page 60. Either quantify the expected interest rate increase, if known, or explain why it will increase.
Response:
The first bullet on page 65 has been revised in response to the Staff’s comment.
LATHAM & WATKINS LLP
20. Please include a discussion regarding whether this merger could be considered a “fundamental change” that would trigger a repurchase 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 a Change of Control.
Response:
The first bullet on page 63 has been revised in response to the Staff’s comment.
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 diligence review of Ticketmaster Entertainment” that argued in favor of the merger.
Response:
The disclosure on pages 61 to 64 and pages 66 to 68 has been revised in response to the Staff’s comment.
22. What is meant by “greater transparency” in the first bullet and a “healthier live entertainment industry” in the sixth bullet?
Response:
The first bullet on page 61 and the fourth bullet on page 62 have been revised in response to the Staff’s comment.
Ticketmaster Entertainment’s Reasons for the 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 other transaction would be available.
Response:
The fourth bullet on page 66 has been revised in response to the Staff’s comment.
24. In the second bullet point on page 62, list the anticipated synergies and quantify them to the extent possible.
Response:
The sixth bullet on page 66 has been revised in response to t
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CORRESP 1 filename1.htm Response Letter LATHAM & WATKINS LLP September 15, 2009 VIA EDGAR AND COURIER Amanda Ravitz Branch Chief – Legal Division of Corporation Finance 355 South Grand Avenue Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Munich Barcelona New Jersey Brussels New York Chicago Orange County Doha Paris Dubai Rome Frankfurt San Diego Hamburg San Francisco Hong Kong Shanghai London Silicon Valley Los Angeles Singapore Madrid Tokyo Milan Washington, D.C. Moscow Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Live Nation, Inc. Amendment No. 1 to Registration Statement 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 Ms. Ravitz: On behalf of Live Nation, Inc. (“Live Nation”) we hereby submit responses to the Staff’s comments regarding Live Nation’s Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) filed on July 1, 2009 (“Amendment No.1”) and Live Nation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Live Nation Form 10-K”), as set forth in the Securities and Exchange Commission’s letter to Michael G. Rowles, Esq., dated July 28, 2009 (the “Comment Letter”). We have also included in this letter, where relevant, responses forwarded to us by counsel to, and/or representatives of, Ticketmaster Entertainment, Inc. (“Ticketmaster Entertainment”) regarding the Staff’s comments to the Registration Statement. Additionally, herewith filed with EDGAR is a complete copy of Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2”), including exhibits. We are also providing via courier five copies of Amendment No. 2, including exhibits and two copies of Amendment No. 2 marked to show changes from Amendment No. 1. In addition, Live Nation’s and Ticketmaster Entertainment’s financial advisors will be providing to the Staff under separate cover information responsive to comment 1, for which, due to its highly sensitive and confidential commercial and financial nature, we have been advised they will request confidential treatment under the Freedom of Information Act, as amended, in accordance with 17 C.F.R. § 200.83(c). We are providing courtesy copies of Amendment No. 2 including a version marked for changes, to Claire Erlanger, Linda Cvrkel and Matthew Spitzer. LATHAM & WATKINS LLP Amendment No. 2 incorporates changes responsive to the comments set forth in the Comment Letter. For your convenience, we have repeated each of the Staff’s comments in bold prior to the response. All references to page numbers and footnotes in the responses below each heading are to the pages or footnotes, respectively, in Amendment No. 2. The references to page numbers and footnotes in the headings are to Amendment No. 1. 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 transaction. Such materials should include all presentations made by the financial advisors. Response: As noted above, Goldman Sachs and Deutsche Bank will each provide the Staff, under separate cover and on a confidential basis, their respective board books that were delivered to the Live Nation board of directors on February 8, 2009 in connection with the proposed transaction. Allen & Co. will provide the Staff, under separate cover and on a confidential basis, the board book that it delivered to the Ticketmaster Entertainment board of directors on February 10, 2009 in connection with the proposed transaction. 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. Response: The disclosure on the cover page of the joint proxy statement/prospectus and on page 12 has been revised in response to the Staff’s comment. Summary, page 9 3. Please revise to indicate the measure by which Live Nation is the “largest producer of live music concerts in the world” and by which Ticketmaster is the “world’s leading live entertainment ticketing and marketing company.” Response: The disclosure on pages 10 and 141 has been revised in response to the Staff’s comment. 2 LATHAM & WATKINS LLP Interest of Directors and Executive Officers in the Merger, page 13 4. Please quantify the aggregate amounts of all benefits 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. Response: In response to the Staff’s comment, the disclosure on page 15 has been revised to include cross-references to the amounts that are set forth in detail in the “The Merger – Interests of Live Nation Directors, Executive Officers and Certain Key Employees in the Merger” and “The Merger – Interests of Ticketmaster Entertainment Directors and Executive Officers in the Merger” sections of the Registration Statement. The Staff is respectfully advised that Ticketmaster Entertainment and Live Nation believe that the information is appropriately summarized in the “Summary” section of the Registration Statement and do not believe that the information would be easier for stockholders to understand in tabular form. Litigation Relating the Merger, page 21 5. Please provide us with a copy of the complaints mentioned in this section. Response: Pursuant to the Staff’s request, copies of the referenced complaints are being provided to the Staff via courier along with this letter. 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. Response: This risk factor has been moved to page 35 in response to the Staff’s comment. The exchange 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. Response: The disclosure on the cover page of the joint proxy statement/prospectus and beginning at the bottom of page 1 has been revised in response to the Staff’s comment. 3 LATHAM & WATKINS LLP 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 the risk and the level of seriousness you believe it entails. Response: A separate risk factor related to CTS has been included beginning on page 37 in response to the Staff’s comment. 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. Response: The disclosure on page 37 has been revised in response to the Staff’s comment. The merger could cause 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. Response: In response to the Staff’s comment, the risk factor referenced above has been revised beginning on page 38 to provide additional information regarding potential tax liabilities of IAC/InterActiveCorp (“IAC”) for which the combined company could be responsible under the tax sharing agreement by and among IAC, Ticketmaster Entertainment and certain other parties entered into in connection with the Ticketmaster Entertainment spin-off. The Staff is respectfully advised that Ticketmaster Entertainment has advised Live Nation that the amount of IAC’s taxes for which the combined company could be responsible under the tax sharing agreement depends, among other things, on the amount of taxable income or gain that would be recognized by IAC if the Ticketmaster Entertainment spin-off and related transactions were taxable to IAC. That determination, in turn, depends on IAC’s tax basis in, and the fair market value of, the stock of Ticketmaster Entertainment and various other subsidiaries, and assets involved in the Ticketmaster Entertainment spin-off and related restructuring steps. Ticketmaster Entertainment has advised Live Nation that it does not possess the information necessary to quantify IAC’s tax liabilities for which it may be responsible. 4 LATHAM & WATKINS LLP The success of the combined company will also depend upon relationships, page 39 11. Please quantify the percentage of revenue of Ticketmaster attributable to Anschutz Entertainment. Response: The disclosure on page 41 has been revised in response to the Staff’s comment. 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. Response: The disclosure on page 53 has been revised in response to the Staff’s comment. This risk factor, and other risk factors that only relate to Ticketmaster Entertainment’s business prior to the completion of the Merger, have been moved to a new subsection of the “Risk Factors” section of the Registration Statement titled “Risks Relating to Ticketmaster Entertainment’s Business Prior to the Completion of the Merger,” beginning on page 53. The Staff is respectfully advised that Ticketmaster Entertainment believes that these risks, including the one referenced in the Staff’s comment, highlight risks that Ticketmaster Entertainment stockholders should consider in determining whether to vote “for” or “against” the Ticketmaster Entertainment proposals included in the Registration Statement. 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 factors which may have been carried over from other filings but 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 Ticketmaster Entertainment spin-off.” Response: The last risk factor on page 42 of Amendment No. 1 has been deleted in response to the Staff’s comment. The other risk factors related only to Ticketmaster Entertainment’s business, included on pages 53 through 56 of the Registration Statement, have been revised in response to the Staff’s comment. As revised, these risk factors allow for a comparison of the risks associated with Ticketmaster Entertainment’s ongoing business against the potential benefits of the Merger that are presented elsewhere in the Registration Statement. As discussed in the response to comment 12, these risk factors have been moved to a new subsection of the “Risk Factors” section of the Registration Statement titled “Risks Relating to Ticketmaster Entertainment’s Business Prior to the Completion of the Merger,” beginning on page 53. 5 LATHAM & WATKINS LLP 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. Response: The disclosure on pages 59 and 60 has been revised in response to the Staff’s comment. 15. Please quantify the anticipated cost synergies mentioned in the carryover paragraph at the top of page 55. Response: The Staff is respectfully advised that the anticipated cost synergies were not quantified during the December 9, 2008 Live Nation board of directors meeting. In response to the Staff’s comment, Live Nation has, however, revised the disclosure related to the January 25, 2009 Live Nation board of directors meeting on page 59 to disclose the amount of anticipated synergies that were discussed at that meeting. 16. We note that both Live Nation and Ticketmaster explored alternative business transactions prior to entering into the merger agreement. Please revise to briefly discuss these alternative transactions, and the reasons that each board rejected such alternatives. Response: The disclosure on pages 57 and 58 has been revised in response to the Staff’s comment. 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? Response: The disclosure on page 58 has been revised in response to the Staff’s comment. 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” were. Response: The disclosure on page 59 has been revised in response to the Staff’s comment. 19. Please refer to the eighth bullet on page 60. Either quantify the expected interest rate increase, if known, or explain why it will increase. Response: The first bullet on page 65 has been revised in response to the Staff’s comment. 6 LATHAM & WATKINS LLP 20. Please include a discussion regarding whether this merger could be considered a “fundamental change” that would trigger a repurchase 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 a Change of Control. Response: The first bullet on page 63 has been revised in response to the Staff’s comment. 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 diligence review of Ticketmaster Entertainment” that argued in favor of the merger. Response: The disclosure on pages 61 to 64 and pages 66 to 68 has been revised in response to the Staff’s comment. 22. What is meant by “greater transparency” in the first bullet and a “healthier live entertainment industry” in the sixth bullet? Response: The first bullet on page 61 and the fourth bullet on page 62 have been revised in response to the Staff’s comment. Ticketmaster Entertainment’s Reasons for the 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 other transaction would be available. Response: The fourth bullet on page 66 has been revised in response to the Staff’s comment. 24. In the second bullet point on page 62, list the anticipated synergies and quantify them to the extent possible. Response: The sixth bullet on page 66 has been revised in response to t