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by Richard Kastelein
OP/ED - Ticketmaster Entertainment, the world's largest ticket seller, and Live Nation, the world's largest concert promoter, Live Nation, completed their merger late on Monday - and agreed to dump some assets in order to complete the deal.
The newly- coined Live Nation Entertainment will control 140 or the world's larger concert venues globally, offer around 140 million tickets a year and act as promoters for some 22,000 concerts annually - around the globe.
The merger, a first for the Obama administration DOJ, will create a giant octopus with tentacles in all parts of the live music industry in most parts of the globe. The newly formed Live Nation Entertainment will be able to do it all - book venues, sell tickets and merchandise, and herd artists all under one roof.
Under the terms of the merger, Ticketmaster shareholders would receive 1.384 shares of Live Nation common stock for each share of Ticketmaster. Live Nation would own 49.99 percent of the merged company, while Ticketmaster would hold the remaining 50.01 percent.
For the billion dollar deal to move forward, and in an unusual concession, Ticketmaster and Live Nation had to ensure they create rival to compete with them by selling off chunks of their businss and to ensure a competitive market.
Ticketmaster has to offer its primary ticketing software, Paciolan to Anschutz Entertainment Group (AEG), the second-largest concert promoter and operator of major venues, , promised not to retaliate against venues who use other ticket services and unload one ticketing unit.
Some insiders are saying the government still might go to court to try to block the deal.
Shares of Live Nation were up 14.7 percent to close at $10.51 on the New York Stock Exchange and Ticketmaster shares skyrocketed 15.8 percent to finish at 15.40 on Nasdaq.
The new company will trade under the "LYV" symbol on the NYSE.
Ticketmaster also owns Front Line Management, the leading artist management firm founded by Ticketmaster Chief Executive Officer Irving Azoff. Its roster of 200-plus artists includes The Eagles and Miley Cyrus.
Live Nation owns major venues like the Gibson Amphi-theatre in LA and the House of Blues chain, and has long-term contracts with top artists like Madonna, Jay-Z U2, and Nickelback.
TicketDisaster.org, a coalition of competitors and others that had opposed the merger, said monitoring of the new company would be crucial.
Live Nation President and CEO Michael Rapino:
"This is a good and exciting day for the music business,
and we are close to finalizing the creation of a new company that will
seek to transform the way artists distribute their content and fans can
access that content. The Department of Justice was thorough and
aggressive in their analysis and their remedies, and we are confident
that with this resolution the playing field is competitive and broader
as a result of this transaction. We believe that this merger will now
create a more diversified company with a great selling platform for
artists and a stronger financial profile that will drive improved
shareholder value over the long term."
Ticketmaster Entertainment CEO Irving Azoff:
"We appreciate the Department of Justice's effort. Their
resolution is a great win for fans. The entertainment industry needs
innovation and we are ready to deliver. I'm truly excited that as this
new company goes forward, we will be able to create more choices for
family entertainment, sports, artists, teams and other rights holders."
Timothy Leiweke, president and CEO of AEG:
"Together with other provisions of the Department of
Justice's proposed final judgment, including required divestitures and
significant behavioral remedies, we are confident that the arrangements
we have reached with the parties will serve to increase competition and
further the interests of consumers and other participants in the live
entertainment industry, not only in the United States, but in a number
of key international markets (including Canada and the United Kingdom,
among others)."
U.S. Rep. Bill Pascrell, Jr. (D-N.J.), who led a group of at least 50 members of Congress opposed to the merger:
"I am currently reviewing the Justice Department's decision, but
clearly I am disappointed. One has to wonder what it was that U.S.
antitrust authorities saw as a greater priority than American consumers
and the free market."
David Balto, former Federal Trade Commission policy director and counsel to TicketDisaster.org:
"The dominant market power of the newly-merged Live Nation
Entertainment will require both the DOJ and FTC to commit to a vigorous
oversight capacity, including additional enforcement actions where
necessary. It will be incumbent upon enforcement authorities to listen
to the voices of millions of consumers who attend live events to ensure
that they, not the merged company, are the ultimately beneficiaries of
this agreement."
And here is the full statement released today by the Justice Department
Department of Justice
Office of Public Affairs
FOR IMMEDIATE RELEASE
Monday, January 25, 2010
Justice Department Requires Ticketmaster Entertainment Inc. to Make Significant Changes to Its Merger with Live Nation Inc.
Software Licensing Agreement, Divestiture and Anti-Retaliation
Provisions Will Preserve Competition in Ticketing in the United States
WASHINGTON - The Department of Justice announced today that it will
require Ticketmaster Entertainment Inc. to license its ticketing
software, divest ticketing assets and subject itself to
anti-retaliation provisions in order to proceed with its proposed
merger with Live Nation Inc. The department said that the proposed
settlement will protect competition for primary ticketing, which will
in turn maintain incentives for innovation and discounting. The
department said that the merger, as originally proposed, would have
substantially lessened competition for primary ticketing in the United
States, resulting in higher prices and less innovation for consumers.
The Department of Justice's Antitrust Division, along with 17 state
attorneys general, filed a civil antitrust lawsuit today in the U.S.
District Court in Washington, D.C., to block the proposed transaction.
At the same time, the department and the states' Attorneys General
filed a proposed settlement that, if approved by the court, would
resolve the competitive concerns in the lawsuit. The state attorneys
general offices are: Arizona; Arkansas; California; Florida; Illinois;
Iowa; Louisiana; Massachusetts; Nebraska; Nevada; Ohio; Oregon;
Pennsylvania; Rhode Island; Tennessee; Texas; and Wisconsin.
The Department of Justice cooperated closely with the Canadian
Competition Bureau throughout the course of its investigation, and the
two agencies worked together to obtain the same remedy that preserves
competition in both the United States and Canada.
Under the proposed settlement, Ticketmaster must license ticket
software and divest ticketing assets to two different companies
--Anschutz Entertainment Group (AEG) and either Comcast-Spectacor or
another buyer suitable to the department, respectively --allowing both
companies to compete head-to-head with Ticketmaster. Ticketmaster will
also subject itself to court-ordered restrictions on its behavior.
"The Department of Justice's proposed remedy promotes robust
competition for primary ticketing services and preserves incentives for
competitors to innovate and discount, which will benefit consumers,"
said Christine Varney, Assistant Attorney General in charge of the
Department of Justice's Antitrust Division. "The proposed settlement
allows for strong competitors to Ticketmaster, allowing concert venues
to have more and better choices for their ticketing needs, and provides
for anti-retaliation provisions, which will keep the merged company in
check."
As part of the proposed settlement, Ticketmaster must license a copy
of its primary ticketing software to AEG, the nation's second-largest
concert promoter and operator of some of the most important concert
venues in the country. With a copy of the Ticketmaster software, AEG
will be able to market a ticketing system that is an attractive choice
to venues. AEG will have incentives similar to Live Nation to provide
better services at lower prices. Within five years, AEG can purchase
the Ticketmaster ticketing software, decide to create its own software,
or partner with a ticketing company other than Ticketmaster. The
department said that this remedy enhances short and long term
competition in the primary ticketing market.
Ticketmaster must divest Paciolan Inc., a ticketing company that it
currently owns, within 60 days to either Comcast-Spectacor, which has
already signed a letter of intent to purchase the assets, or some other
buyer suitable to the department. Comcast-Spectacor is a sports and
entertainment company with management relationships with a number of
concert venues and ticketing experience with its New Era Tickets
company. Paciolan is used by hundreds of venues to sell tickets
including major concert venues around the country. Venues that contract
with Paciolan have greater flexibility to lower the ticket service fees
that are charged to consumers who buy tickets. The department said that
divesting Paciolan to Comcast-Spectacor, or another suitable buyer, in
conjunction with the AEG license, will replace the competitive pressure
on Ticketmaster lost as a result of the merger.
Under the settlement, the merged firm will be forbidden from
retaliating against any venue owner that chooses to use another
company's ticketing services or another company's promotional services,
including restrictions on anticompetitive bundling. The merged firm
must also allow any client that leaves and chooses to use another
primary ticketing service to take a copy of the ticketing data related
to that client's sales. The settlement also sets up firewalls that
protect confidential and valuable competitor data by preventing the
merged firm from using information gleaned from its ticketing business
in its day-to-day operations of its promotions or artist management
business. Additionally, the merged firm must provide notice of any
other acquisitions of a ticketing company so that the department may
investigate the competitive effect of such an acquisition.
Together, these remedies will preserve the competition that
Ticketmaster faced from Live Nation, a new ticketing entrant, the
department said. Prior to its proposed merger with Ticketmaster, Live
Nation had established incentives to reduce service fees to sell more
tickets. Today's settlement offers a new competitor comparable
incentives to ensure ticket sales are maximized for the benefit of
consumers, the department said.
Ticketmaster is a Delaware corporation headquartered in West
Hollywood, Calif. Ticketmaster is the world's largest ticketing
company. In 2008, Ticketmaster sold more than 141 million tickets
valued at more than $8.9 billion on behalf of more than 10,000 clients
worldwide and earned approximately $1.4 billion in gross revenues.
Live Nation is a Delaware corporation headquartered in Beverly
Hills, Calif. It is the world's largest promoter of live concerts, with
2008 worldwide gross revenues of $4 billion. Live Nation also owns or
operates more than 75 concert venues of various sizes in the United
States.
AEG, headquartered in Los Angeles, is one of the leading sports and
entertainment presenters in the world. AEG, a wholly owned subsidiary
of the Anschutz Company, owns or controls a collection of venues, such
as the Staples Center (Los Angeles), Prudential Center (Newark, N.J.),
Sprint Center (Kansas City, Mo.) and Citizen's Business Bank Arena
(Ontario, Canada). The company's live entertainment division, AEG Live,
is one of the world's leading concert promotion and touring companies
with 15 regional offices that has recently promoted national tours on
behalf of artists such as Prince, Usher, Kenny Chesney, Rod Stewart,
Paul McCartney, Yanni, The Eagles, George Strait, Justin Timberlake,
Christina Aguilera, Dixie Chicks, Hannah Montana and American Idol. AEG
is also a 50 percent owner of Wright Entertainment Group, which manages
major artists such as the Jonas Brothers, Justin Timberlake, Janet
Jackson and 'N Sync.
Comcast-Spectacor, headquartered in Philadelphia, has more than $1
billion in annual sales. It is a joint venture between a private
investor and Comcast Corp., a leading provider of cable, Internet and
phone services in the United States. Comcast-Spectacor owns a national
ticketing services company, owns and operates major venues and sport
franchises, manages approximately 90 public assembly facilities, and
runs a major North American food and beverage concessions company.
As required by the Tunney Act, the proposed 10-year settlement,
along with the department's competitive impact statement, will be
published in the Federal Register. Any person may submit written
comments concerning the proposed settlement during a 60-day comment
period to John R. Read, Chief, Litigation III Section, 450 Fifth
Street, N.W., Suite 4000, Washington, D.C. 20530. At the conclusion of
the 60-day comment period, the U.S. District Court for the District of
Columbia may enter the proposed settlement upon finding that it is in
the public interest.
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