Live Nation Entertainment, Inc. (NYSE:LYV) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 9.01 Completion of Acquisition or Disposition of Assets.
On May 4, 2018, Live Nation Entertainment, Inc. (the “Company”), through Live Nation International Holdings B.V., an indirect, wholly-owned subsidiary of the Company incorporated in the Netherlands (“LNIH”), completed its previously announced acquisition of 50% of the outstanding share capital of Rock City, S.A., a company incorporated in Brazil (“Rock City”), to a Share Subscription Agreement and Other Covenants entered into as of May 1, 2018 (the “Subscription Agreement”), by and among the Company, LNIH, Rock City, and Roberto Medina and certain other shareholders of Rock City (collectively, the “Founding Shareholders”). Rock City holds 80% of the outstanding share capital of Rock World, S.A., a company incorporated in Brazil (“Rock World”), which is the operator of the Rock in Rio festival events in Rio de Janeiro, Brazil and Lisbon, Portugal. The entry into the Subscription Agreement was previously reported by the Company in Item 5 of Part II of its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, filed with the Securities and Exchange Commission on May 3, 2018.
LNIH paid $34.8 million to Rock City as the subscription price for the acquired shares to the Subscription Agreement, and contributed approximately $4.1 million to the capital of Rock City to finance the repayment of certain indebtedness of Rock World. In addition, under the terms of the Subscription Agreement, the Company paid the Founding Shareholders $0.2 million in exchange for the right to acquire an additional 1% of the outstanding shares of Rock City for nominal consideration and thereby become its controlling shareholder, with such option exercisable (i) during the 60-day period beginning 120 days prior to the Rock in Rio festival event in Rio de Janeiro, Brazil to be held in 2019, (ii) during the 60-day period commencing on January 1, 2020 and (iii) thereafter from time to time upon the occurrence of certain triggering events. The Company also made a one-time payment of $5.0 million to the Founding Shareholders concurrently with the closing of the transactions contemplated by the Subscription Agreement as an advance against certain contingent payments that will become payable to the Founding Shareholders in 2020, 2021 or 2022 in the event that either the Founding Shareholders elect to sell their remaining shares of Rock City to the Company, or the Company elects to acquire such shares.
The foregoing description of the Subscription Agreement and the transactions completed thereto does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial information required by Item 9.01(a) of this Current Report on Form 8-K has not been included with this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71)calendar days after the date that this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
The financial information required by Item 9.01(b) of this Current Report on Form 8-K has not been included with this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71)calendar days after the date that this Current Report on Form 8-K must be filed.
(d) Exhibits.
The information in the Exhibit Index of this Current Report on Form 8-K is incorporated into this Item 9.01(d) by reference.
Live Nation Entertainment, Inc. ExhibitEX-2.1 2 lyv_20180510x8kxex21.htm SHARE SUBSCRIPTION AGREEMENT Exhibit EXHIBIT 2.1SHARE SUBSCRIPTION AGREEMENTAND OTHER COVENANTSThis Share Subscription Agreement and Other Covenants (the “Agreement”),…To view the full exhibit click here
About Live Nation Entertainment, Inc. (NYSE:LYV)
Live Nation Entertainment, Inc. is a live entertainment company. The Company’s businesses consist of the promotion of live events, including ticketing, sponsorship and advertising, and artist management. Its segments include Concerts, Ticketing, Artist Nation, Sponsorship & Advertising, Other and Corporate. Its Concerts segment is engaged in the promotion of live music events in its owned or operated venues and in rented third-party venues, and the production of music festivals. Its Ticketing segment is an agency business that sells tickets for events on behalf of its clients and retains a fee, or service charge, for these services. Its Artist Nation segment provides management services to music artists in exchange for a commission on the earnings of the artists. Its Sponsorship & Advertising segment employs sales force that creates and maintains relationships with sponsors to allow businesses to reach customers through its concert, venue, artist relationship and ticketing assets.
