8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 10, 2009

Ticketmaster Entertainment, Inc.

(Exact name of registrant as specified in charter)

Delaware	001-34064	95-4546874
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
8800 Sunset Blvd., West Hollywood, CA		90069
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (310) 360-3300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01.    OTHER EVENTS.

On February 10, 2009, Ticketmaster Entertainment, Inc. (“Ticketmaster”) issued a joint press release with Live Nation, Inc. (“Live Nation”) announcing the execution of an Agreement and Plan of Merger, dated as of February 10, 2009.  A copy of the joint press release is attached hereto as Exhibit 99.1.  In addition, Ticketmaster and Live Nation provided supplemental information regarding the proposed transaction in connection with presentations to analysts and investors.   A copy of the investor presentation is attached hereto as Exhibit 99.2.

Cautionary Notice Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding: the growth of the North American concert industry; our market and growth opportunities; ticket sales trends information; our ticketing opportunity and strategies; and the amount of anticipated synergies and other benefits associated with the proposed transaction.

We wish to caution you that there are some known and unknown factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements, including but not limited to operational challenges in achieving strategic objectives and executing our plans, the risk that markets do not evolve as anticipated, the possibility that artists may unexpectedly cancel or reschedule all or part of scheduled tours, the potential impact of the general economic slowdown, competition in the industry and challenges associated with building out our ticketing and digital media operations.

We refer you to the documents that Live Nation and Ticketmaster file from time to time with the SEC, specifically the section titled “Risk Factors” of the Live Nation’s most recent Annual Report filed on Form 10-K and Quarterly Reports on Form 10-Q and Ticketmaster’s Form 10 and most recent Quarterly Report on Form 10-Q, which contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. All subsequent written and oral forward-looking statements by or concerning Live Nation or Ticketmaster are expressly qualified in their entirety by the cautionary statements above. Live Nation and Ticketmaster do not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

Additional Information About the Merger and Where to Find It

In connection with the proposed transaction, Ticketmaster and Live Nation intend to file relevant materials with the SEC, including a joint proxy statement/prospectus. INVESTORS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TICKETMASTER, LIVE NATION AND THE TRANSACTION.  The joint proxy statement/prospectus and other relevant materials (when they become available) and any other documents filed by Ticketmaster or Live Nation with the SEC may be obtained free of charge at the SEC’s website at http://www.sec.gov.

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In addition, investors may obtain free copies of the documents filed with the SEC (i) by contacting Live Nation’s Investor Relations at (310) 867-7000 or by accessing Live Nation’s investor relations website at www.livenation.com/investors; or (ii) by contacting Ticketmaster’s Investor Relations at (310) 360-2354 or by accessing Ticketmaster’s investor relations website at http://investors.ticketmaster.com. Investors are urged to read the joint proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the transaction.

The proposed merger will be submitted to Ticketmaster’s and Live Nation’s stockholders for their consideration.  Live Nation will file a registration statement with the SEC, which will include a joint proxy statement/prospectus, and each of Ticketmaster and Live Nation may file other relevant documents concerning the proposed merger.  Stockholders and other investors are urged to read the registration statement and the joint proxy statement/prospectus when they become available, as well as any other relevant documents concerning the proposed merger filed with the SEC (and any amendments or supplements to those documents), because they will contain important information.  You will be able to obtain a free copy of the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about Ticketmaster and Live Nation, at the SEC’s website (http://www.sec.gov) and at the companies’ respective websites, http://investors.ticketmaster.com and www.livenation.com/investors.

Ticketmaster, Live Nation and their respective executive officers and directors may be deemed to be participating in the solicitation of proxies in connection with the transaction. Information about the executive officers and directors of Ticketmaster and the number of shares of Ticketmaster’s common stock beneficially owned by such persons is set forth in the registration statement on Form S-1 which was filed with the SEC on August 20, 2008. Information about the executive officers and directors of Live Nation and the number of shares of Live Nation’s common stock beneficially owned by such persons is set forth in the proxy statement for Live Nation’s 2008 Annual Meeting of Stockholders which was filed with the SEC on April 29, 2008. Investors may obtain additional information regarding the direct and indirect interests of Ticketmaster, Live Nation and their respective executive officers and directors in the transaction by reading the joint proxy statement/prospectus regarding the transaction when it becomes available.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits.

Exhibit No.	Description
99.1	Press Release, released February 10, 2009
99.2	Investor Presentation

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TICKETMASTER ENTERTAINMENT, INC.
	By:	/s/ Brian Regan
	Name:		Brian Regan
	Title:		Executive Vice President & Chief Financial Officer
Date: January 10, 2009

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EXHIBIT LIST

Exhibit No.	Description
99.1	Press Release, released February 10, 2009
99.2	Investor Presentation

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EX-99.1

Exhibit 99.1

LIVE NATION AND TICKETMASTER ENTERTAINMENT TO COMBINE IN MERGER OF
EQUALS TO CREATE WORLD’S PREMIER LIVE ENTERTAINMENT COMPANY

Combination Will Drive Greater Access, Transparency and Choice in Ticketing to Serve Fans,
Artists and Entire Live Entertainment Industry

Will Improve Live Event Attendance, Supporting Venues and a Healthier Industry

LOS ANGELES and WEST HOLLYWOOD, February 10, 2009 – Live Nation (NYSE: LYV) and Ticketmaster Entertainment (“Ticketmaster”) (NASDAQ: TKTM) today announced that they have entered into a definitive merger agreement to create the world’s premier live entertainment company. The combined entity, which will be called Live Nation Entertainment, joins Live Nation’s concert promotions expertise with Ticketmaster’s world-class ticketing solutions and artist relationships to improve the live entertainment experience and drive major innovations in ticketing technology, marketing and service. Live Nation Entertainment will have the tools to expand access, improve transparency and deliver artists and fans more choice — driving greater attendance at live events and bringing more value to all major constituents in the industry.

The companies will be combined in a tax-free, all-stock merger of equals with a combined enterprise value of approximately $2.5 billion. Under the agreement, Ticketmaster shareholders will receive 1.384 shares of Live Nation common stock for each share of Ticketmaster they own, subject to certain adjustments defined within the agreement. Live Nation and Ticketmaster shareholders will each own approximately 50 percent of the combined company. The new company anticipates generating approximately $40 million of operating synergies through the combination of their ticketing, marketing, data centers and back-office functions. The merger agreement was approved by both companies’ boards of directors.

Barry Diller, Chairman of Ticketmaster Entertainment, said, “It was less than two months ago that Ticketmaster ended its 10-year partnership with Live Nation, and I’m extremely glad we could reunite with this combination. No different from any other industry, the challenges are all around every aspect of live entertainment. Being able to put Live Nation and Ticketmaster into an equal partnership will allow the companies to get through this difficult period and be able to expand live entertainment options to audiences throughout the world.”

Michael Rapino, CEO of Live Nation, said, “This combination will drive measurable benefits to consumers and accelerate the execution of our strategy to build a better artist-to-fan direct distribution platform. As every industry observer knows, too many tickets go unsold and too many fans are frustrated with their ticket-buying experiences. The current inefficiencies in the system result in higher costs and confusion over access to seats. Together, we will work to simplify the ticketing process and ultimately increase attendance at live events. This is also a logical step in the evolution of our business model, creating a more diversified company with a stronger financial profile that will drive improved shareholder value over the long term.”

Irving Azoff, CEO of Ticketmaster Entertainment, said, “This merger, and the resources of these combined companies, will create a new dynamic and unique creative platform of choice for fans across all levels of the live entertainment experience. There is nothing more magical than the

bond and the intimate relationship of fans to artists. It is truly an experience that needs to be embraced and nurtured with both integrity and respect. One of the mandates of the combined company will be to develop that bond to unsurpassed levels. Additionally, the Live Nation and Ticketmaster relationship will allow the live entertainment community and their respective venues to reach fans on unparalleled platforms. I look forward to working closely with Michael Rapino and the Live Nation team during this exciting and industry changing time.”

By integrating these two businesses, Live Nation Entertainment can work to:

Improve Access and Transparency

By uniting an artist, promoter and ticketing company under a combined banner, the new entity will be positioned to address the challenges of serving fans better at the point of the initial ticket sale with more options and better access.

Improve Ticket Pricing Options

The merger will enable more innovative and dynamic promotion arrangements that create more choice and a more fan-friendly purchasing experience. As an example, the Eagles’ recent all- inclusive pricing initiative was favorably received by the public as well as the broader industry.

Invest in Better Ticketing Technology

The combination will enable increased R&D investment and the sort of technology advances that improve the ticketing experience for consumers and deliver best-in-class solutions to artists, other content owners and venues. Live Nation Entertainment will be better positioned to deliver technological advances such as paperless ticketing as well as interactive seat access and mobile delivery.

Increase Event Attendance

A very substantial portion of the tickets put on sale to the public for live events goes unsold. The new company will be positioned to take full advantage of its combined online resources, databases and promotional operations to strengthen and enhance the direct connection between artists and fans. This will create opportunities to improve attendance at events, benefiting venues and supporting a healthier live entertainment industry.

The combined company will be led by Barry Diller as Chairman of the Board, Michael Rapino as CEO and President of Live Nation Entertainment and Irving Azoff as Executive Chairman of Live Nation Entertainment and CEO of Front Line. Live Nation Entertainment’s board will consist of 14 directors, seven from each company. The companies will continue to operate independently until the transaction is completed and will work together to determine where the combined company’s headquarters location will be as well as to determine additional management appointments prior to closing.

The transaction is subject to approval by both companies’ shareholders, consent of Ticketmaster bank lenders and the satisfaction of customary closing conditions and regulatory review and approvals. The companies expect the transaction to be completed by the second half of 2009.

Goldman, Sachs & Co. acted as financial advisor and Latham & Watkins LLP acted as legal counsel to Live Nation. Deutsche Bank provided advisory services and delivered a fairness opinion to the Board of Live Nation. J.P. Morgan acted as financial advisor and Wachtell Lipton Rosen & Katz and Gibson Dunn & Crutcher LLP acted as legal advisors to Ticketmaster. Allen & Company delivered a fairness opinion to Ticketmaster.

For more information about this transaction, please visit www.premierliveentertainment.com.

Conference Call and Webcast Information

The companies will host a joint conference call and webcast today at 11:30 a.m. ET (8:30 a.m. PT) to discuss this announcement. The conference call can be accessed by dialing (866) 394- 0797 within the U.S. or (706) 679-3454 for international callers, referencing passcode 85124431. The webcast can be accessed at both www.livenation.com/investors and http://investors.ticketmaster.com.

A replay of the conference call will be available for one week and can be accessed by dialing (800) 642-1687 or (706) 645-9291 and referencing passcode 85124431. A webcast replay also will be available on the Live Nation and Ticketmaster websites.

Live Nation Contacts:

For media:	Michael Buckley / Ashley Zandy of Brunswick Group
	+ 1-415-293-8461; lne@brunswickgroup.com
	Jennifer Gery-Egan of Brainerd Communicators, Inc.
	+1-212-986-6667; gery@braincomm.com

For investors: Linda Bandov of Live Nation

+ 1-310-867-7000; lindabandov@livenation.com

Ticketmaster Contacts:

For media:	Larry Solters of Ticketmaster Entertainment
	+ 1-213-639-6169; solters@solters.com
	Lex Suvanto / Tom Johnson of The Abernathy MacGregor Group
	+ 1-212-371-5999; Lex@abmac.com/TBJ@abmac.com
For investors: Christina Um of Ticketmaster Entertainment
	+ 1-310-360-2354; ir@ticketmaster.com

About Live Nation

Live Nation’s mission is to maximize the live concert experience. Our core business is producing, marketing and selling live concerts for artists via our global concert pipe. Live Nation is the largest producer of live concerts in the world, annually producing over 22,000 concerts for 1,500 artists in 57 countries. During 2008, the company sold over 50 million concert tickets and drove over 70 million unique visitors to LiveNation.com. Live Nation is transforming the concert business by expanding its concert platform into ticketing and building the industry’s first artist-to-fan vertically integrated concert platform. Headquartered in Los Angeles, California, Live Nation is listed on the New York Stock Exchange, trading under the symbol LYV. Additional information about the company can be found at www.livenation.com/investors.

About Ticketmaster Entertainment, Inc.

Ticketmaster Entertainment consists of Ticketmaster and Front Line Management Group. As the world’s leading live entertainment ticketing and marketing company, Ticketmaster connects the world to live entertainment. Ticketmaster operates in 20 global markets, providing ticket sales, ticket resale services, marketing and distribution through www.ticketmaster.com, one of the largest e-commerce sites on the Internet; approximately 6,700 retail outlets; and 19 worldwide call centers. Established in 1976, Ticketmaster serves more than 10,000 clients worldwide across multiple event categories, providing exclusive ticketing services for leading arenas, stadiums, professional sports franchises and leagues, college sports teams, performing arts venues, museums, and theaters. In 2007, the company sold more than 141 million tickets valued at over $8.3 billion on behalf of its clients. Ticketmaster Entertainment acquired a controlling interest in Front Line Management Group in October 2008. Founded by Irving Azoff and Howard Kaufman in 2004, Front Line is the world’s leading artist management company. Ticketmaster Entertainment, Inc. is headquartered in West Hollywood, California (NASDAQ:TKTM).

Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding: the growth of the North American concert industry; our market and growth opportunities; ticket sales trends information; our ticketing opportunity and strategies; and the amount of anticipated synergies and other benefits associated with the proposed transaction.

We wish to caution you that there are some known and unknown factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements, including but not limited to operational challenges in achieving strategic objectives and executing our plans, the risk that markets do not evolve as anticipated, the possibility that artists may unexpectedly cancel or reschedule all or part of scheduled tours, the potential impact of the general economic slowdown, competition in the industry and challenges associated with building out our ticketing and digital media operations.

We refer you to the documents that Live Nation and Ticketmaster file from time to time with the SEC, specifically the section titled “Risk Factors” of the Live Nation’s most recent Annual Report filed on Form 10-K and Quarterly Reports on Form 10-Q and Ticketmaster’s Form 10 and most recent Quarterly Report on Form 10-Q, which contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. All subsequent written and oral forward-looking statements by or concerning Live Nation or Ticketmaster are expressly qualified in their entirety by the cautionary statements above. Live Nation and Ticketmaster do not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

In connection with the proposed transaction, Ticketmaster and Live Nation intend to file relevant materials with the SEC, including a joint proxy statement/prospectus. INVESTORS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TICKETMASTER, LIVE NATION AND THE TRANSACTION. The joint proxy statement/prospectus and other relevant materials (when they become available) and any other documents filed by Ticketmaster or Live Nation with the SEC may be obtained free of charge at the SEC’s website at http://www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC (i) by contacting Live Nation’s Investor Relations at (310) 867-7000 or by accessing Live Nation’s investor relations website at www.livenation.com/investors; or (ii) by contacting Ticketmaster’s Investor Relations at (310) 360-2354 or by accessing Ticketmaster’s investor relations website at http://investors.ticketmaster.com. Investors are urged to read the joint proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the transaction.

Ticketmaster, Live Nation and their respective executive officers and directors may be deemed to be participating in the solicitation of proxies in connection with the transaction. Information about the executive officers and directors of Ticketmaster and the number of shares of Ticketmaster’s common stock beneficially owned by such persons is set forth in the registration statement on Form S-1 which was filed with the SEC on August 20, 2008. Information about the executive officers and directors of Live Nation and the number of shares of Live Nation’s common stock beneficially owned by such persons is set forth in the proxy statement for Live Nation’s 2008 Annual Meeting of Stockholders which was filed with the SEC on April 29, 2008. Investors may obtain additional information regarding the direct and indirect interests of Ticketmaster, Live Nation and their respective executive officers and directors in the transaction by reading the joint proxy statement/prospectus regarding the transaction when it becomes available.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

EX-99.2

Exhibit 99.2

Creating the World’s Premier Live Entertainment Company

2 Transaction Overview Stock-for-Stock transaction valued at approximately $0.8B equity value; $2.5B enterprise value Each share of Ticketmaster Entertainment stock to be exchanged for 1.384x Live Nation shares (subject to adjustment at closing) Consideration Live Nation shareholders: 49.99% Ticketmaster Entertainment shareholders: 50.01% Pro Forma Ownership 7 Directors designated by Live Nation 7 Directors designated by Ticketmaster Entertainment Board of Directors Chairman: Barry Diller Executive Chairman of the Combined Company & CEO of Front Line: Irving Azoff CEO: Michael Rapino Leadership Live Nation and Ticketmaster Entertainment shareholder approval Ticketmaster Entertainment lenders’ approval Regulatory approvals Other customary conditions Conditions Expected close: Second half of 2009 Timetable

3 Strategic Highlights Creates world’s premier live entertainment experience and drives major innovations in ticketing technology, marketing and service Combines leading global concert business, global ticketing operations and artist management company Brings together artist-centric leadership team with the vision to adapt to the evolving music industry landscape Bringing together promotions and ticketing expertise accelerates benefits to concertgoers, artists and venues Significant opportunities to sell more tickets (many tickets go unsold today) Improves ability to service fans at the initial ticket sale with more options and better access Reduces current inefficiencies in system that result in higher costs

4 Financial Highlights Significantly stronger financial position • Combined market cap of $0.8B; Enterprise value of $2.5B • Combined LTM (Sept 08) Revenue ~$6.0B¹ • Diversified Revenue base across all live entertainment genres • Combined LTM (Sept 08) Adjusted Operating Income ~$0.5B¹ Combines attractive growth engine with stable, recurring revenue model generating significant free cash flow Significant realizable synergy opportunity • $40MM in estimated cost synergies Creates combined company with strong pro forma balance sheet • 3.4x Pro Forma Debt / LTM Adjusted Operating Income (Sept 08) • 3.2x Pro Forma Debt / LTM Adjusted Operating Income (Sept 08) (incl. synergies) Source: Company filings and management estimates 1 Ticketmaster Entertainment is pro forma for the Front Line acquisition ($194MM of LTM Revenue and $44MM of LTM EBITDA as of 30-Sep-08). Live Nation is not pro forma for discontinued operations. Ticketmaster Entertainment uses EBITDA, but are using Adjusted Operating Income above for consistency. See page 16 for definition of non-GAAP measures.

5 Creating the World’s Premier Live Entertainment Company Concert Promotion Ticketing Store Front Fan SPONSORSHIP Concerts/ Venues/ Festivals Marketing Combined Global Fan Database 60MM+ Artist Nation Front Line Live Nation Entertainment

6 Combines Leading Global Concert Business with Leading Global Ticketing Operator and Management Company Management Company Promotions Ticketing • Madonna • U2 • Jay-Z • Shakira • Nickelback • The Eagles • Christina Aguilera • Aerosmith • Guns N Roses • 200+ others • 47 Amphitheaters • 11 House of Blues • 46 Clubs and Theaters • 30+ Festivals • 32 years of ticketing expertise • More than 280 million tickets processed annually; approximately 140 million sold annually • $8.3 billion gross transaction values; $6.0 billion online • 11,000 venue clients across 20 countries • 6,700 outlets + 16 contact centers

7 Integrated Promotion and Ticketing Platform Fans Enhanced ticket / purchasing experience Greater seating and pricing choices • All-in ticket opportunities • Dynamic ticketing solutions Artists Direct-to-fan connection Ability to offer fan base more services and products beyond content / performance Coordinated global image and positioning Venues Improved attendance driven by – • Alignment of promoter and ticketer incentives • Dynamic promotions and flexible ticketing solutions Complementary services offer potential for one-stop shopping Over 30 years of ticketing experience

8 Source: Jack Meyers Media Business Report 2007; Live Nation 2007 Actuals Significant Opportunities for Growth Sponsorship Opportunity Online Monetization Opportunity Sponsorship Spending By Segment (US, $B) Sports $9.9B Causes $1.4B Music $1.0B Fairs / Festivals $0.7B Arts $0.8B Other $1.1B $161MM / $1B = 16.1% 23MM+ registered 58MM+ registered $6.0B Gross Transaction Value Resale Opportunity

9 Source: 2007 10-K and 2008 Q3 10-Q Note: Ticketmaster Entertainment EBITDA is pro forma for the Front Line acquisition for only the LTM period as of 30-Sep-08. Attractive Combined Financial Profile $2.7 $2.8 $2.9 $3.7 $4.2 $4.4 2003 2004 2005 2006 2007 LTM Q3 CY 08 Live Nation’s Strong Growth Engine $171 $190 $248 $295 $294 $324 2003 2004 2005 2006 2007 LTM Q3 CY 08 Ticketmaster Entertainment’s Stable EBITDA Profile 11% CAGR Revenue ($B) EBITDA ($MM) 15% CAGR

10 Source: Company filings and management estimates Note: Ticketmaster Entertainment is pro forma for the balance sheet impact and $44M of LTM EBITDA as of 30-Sep-08 for the Front Line acquisition. The Ticketmaster Entertainment preferred stock is paid in kind (PIK) and $35MM value of preferred stock is subject to accounting adjustments. Live Nation LTM Adjusted Operating Income is not pro forma for discontinued operations. Operating Cash for Ticketmaster Entertainment excludes client cash. Free Cash for Live Nation excludes deferred income, accrued artist fees, collections on behalf of others and prepaids related to artist settlements / events. Strong Pro Forma Balance Sheet ($ in millions) Live Nation Ticketmaster Pro Forma Combined Cash & Cash Equivalents $ 206 $ 545 $ 751 Free Cash / Operating Cash 50 188 239 Senior Debt $ 461 $ 565 $ 1,026 Senior Notes 300 300 Convertible Bonds 220 220 Other (Including Capital Leases) 118 3 121 Total Debt $ 799 $ 868 $ 1,667 Preferred Stock 40 35 75 Total Debt & Preferred Stock $ 839 $ 903 $ 1,742 Market Capitalization 420 396 816 Total Capitalization $ 1,259 $ 1,299 $ 2,558 LTM Adj Op Income / EBITDA (Sep-08) $ 181 $ 324 $ 505 Estimated Synergies $ 20 $ 20 $ 40 Total Debt & Pref. Stock / Adj Op Inc/EBITDA 4.6 x 2.8 x 3.4 x 4.2 x 2.6 x 3.2 x September 30, 2008 Total Debt & Pref. Stock / Adj Op Income/EBITDA (Incl. Estimated $40mm Synergies)

11 Timetable to Close Event Expected Timeline Ticketmaster Entertainment lenders consent process Live Nation and Ticketmaster Entertainment shareholder votes Close transaction Targeting 6-8 weeks 2-4 months Anticipate second half of 2009 following regulatory approval

12 Q&A

13 Appendix

14 Live Nation Current Capitalization Source: Balance sheet data as of 30-Sep-08 per 10-Q. 1 Total size of $285MM with maturity on 6/21/12. 2 $325 million at issue in 2005 due 6/21/13; incurred $225MM Incremental Loan in 2006 with 12/21/13 maturity. 3 Based on 6-Feb-09 closing share price of $5.30 and 79.3MM diluted shares outstanding. ($ in millions) Spread / As of 9/30/08 Maturity Coupon Cash & Cash Equivalents $ 206 Free Cash 50 Revolver 1 $ 40 2012 L + 225 Term Loan 2 421 2013 L + 325 Total Bank Debt $ 461 Other (Incl. Capital Leases) 118 Total Senior Debt $ 579 Convertible Sr. Notes 220 2027 2.875% Total Debt $ 799 Preferred Stock 40 2011 13.00% Market Capitalization 3 420 Total Capitalization $ 1,259 Guarantees of Indebtedness $ 3 Letters of Credit 41

15 Ticketmaster Entertainment Current Capitalization Source: Balance sheet data as of 30-Sep-08 per 10-Q. Note: Ticketmaster Entertainment is pro forma for the balance sheet impact of the Front Line acquisition. 1 Total size of $200MM with maturity on 7/25/13. 2 Term Loan A due 7/25/13; Term Loan B due 7/25/14. 3 Based on 6-Feb-09 closing share price of $6.90 and 57.3MM diluted shares outstanding. ($ in millions) Spread / As of 9/30/08 Maturity Coupon Cash & Cash Equivalents $ 545 Operating Cash 188 Revolver 1 115 2013 L + 225 Term Loan A 2 100 2013 L + 275 Term Loan B 2 350 2014 L + 325 Total Senior Secured Debt $ 565 Other (Incl. Capital Leases) 3 Sr. Notes 300 2016 10.75% Total Debt $ 868 Preferred Stock $ 35 2013 3.00% Market Capitalization 3 396 Total Capitalization $ 1,299

16 Non-GAAP Measures This presentation contains certain non-GAAP financial measures as defined by SEC Regulation G. A reconciliation of each such measure to its most directly comparable GAAP financial measure, together with an explanation of why management believes that these non-GAAP financial measures provide useful information to investors, is provided below. Adjusted Operating Income (Loss) is a non-GAAP financial measure that Live Nation defines as operating income (loss) before depreciation and amortization, loss (gain) on sale of operating assets, non-cash compensation expense and certain litigation and reorganization costs. The company uses Adjusted Operating Income (Loss) to evaluate the performance of its operating segments. The company believes that information about Adjusted Operating Income (Loss) assists investors by allowing them to evaluate changes in the operating results of the company’s portfolio of businesses separate from non-operational factors that affect net income, thus providing insights into both operations and the other factors that affect reported results. Adjusted Operating Income (Loss) is not calculated or presented in accordance with U.S. generally accepted accounting principles. A limitation of the use of Adjusted Operating Income (Loss) as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenue in the company’s business. Accordingly, Adjusted Operating Income (Loss) should be considered in addition to, and not as a substitute for, operating income (loss), net income (loss), and other measures of financial performance reported in accordance with U.S. GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted Operating Income (Loss) as presented herein may not be comparable to similarly titled measures of other companies. EBITDA is defined by Ticketmaster Entertainment as operating income excluding, if applicable: (1) depreciation expense (2) non-cash compensation expense, (3) amortization and impairment of intangibles, (4) goodwill impairment, (5) pro forma adjustments for significant acquisitions, and (6) one-time items. Ticketmaster Entertainment believes this measure is useful to investors because it represents the operating results of Ticketmaster Entertainment’s businesses excluding the effects of any other non-cash expenses. EBITDA has certain limitations in that it does not take into account the impact to Ticketmaster Entertainment’s statement of operations of certain expenses, including non-cash compensation, and acquisition-related accounting. Ticketmaster Entertainment endeavors to compensate for the limitations of the non-GAAP measure presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure.  Free Cash is a non-GAAP financial measure that Live Nation defines as cash and cash equivalents less event-related deferred income, less accrued artist fees, less collections on behalf of others plus prepaids related to artist settlements/events. The company uses free cash as a proxy for how much cash it has available to, among other things, optionally repay debt balances, make acquisitions and finance new venue expenditures. Free cash is not calculated or presented in accordance with U.S. generally accepted accounting principles. A limitation of the use of free cash as a performance measure is that it does not necessarily represent funds available for operations and it is not necessarily a measure of our ability to fund our cash needs. Accordingly, free cash should be considered in addition to, and not as a substitute for, cash and cash equivalents and other measures of financial performance reported in accordance with U.S. GAAP. Furthermore, this measure may vary among other companies; thus, free cash as presented herein may not be comparable to similarly titled measures of other companies.  Operating Cash is a non-GAAP financial measure that Ticketmaster Entertainment defines as cash and cash equivalents and marketable securities less cash held on behalf of venue clients’. The company uses operating cash as a proxy for how much cash it has available to, among other things, optionally repay debt balances, make acquisitions and finance new expenditures. Operating cash is not calculated or presented in accordance with U.S. generally accepted accounting principles. A limitation of the use of operating cash as a performance measure is that it does not necessarily represent funds available for operations and it is not necessarily a measure of our ability to fund our cash needs. Accordingly, operating cash should be considered in addition to, and not as a substitute for, cash and cash equivalents and other measures of financial performance reported in accordance with U.S. GAAP. Furthermore, this measure may vary among other companies; thus, operating cash as presented herein may not be comparable to similarly titled measures of other companies.

17 Live Nation Non-GAAP Reconciliation Source: Company filings and related earnings releases Note: Not adjusted for discontinued operations for North American theatrical business, motor sports business and events division that were sold during or subsequent to the period. ($ in millions) 2003 2004 2005 2006 2007 LTM Sep-08 Revenue $ 2,708 $ 2,806 $ 2,937 $ 3,712 $ 4,185 $ 4,425 Operating income $ 108 $ 59 $(13) $ 33 $ 82 $ 198 Depreciation and amortization 64 64 65 128 121 154 Loss (gain) on sale of operating assets (1) 6 5 (11) (51) (198) Non-cash compensation expense 1 1 1 3 29 27 Certain litigation and reorganization costs 0 0 80 0 0 0 Adjusted operating income $ 172 $ 130 $ 138 $ 153 $ 181 $ 181

18 Ticketmaster Entertainment Non-GAAP Reconciliation Source: Company filings and related earnings releases Note: Not adjusted for the pro forma impact of the Front Line acquisition. ($ in millions) LTM 2003 2004 2005 2006 2007 Sep-08 Revenue $ 724 $ 748 $ 929 $ 1,063 $ 1,240 $ 1,422 Net Income $ 82 $ 69 $ 118 $ 177 $ 169 $ 116 Net Interest (income) / expense (1) (7) (17) (34) (32) (1) Equity in income of unconsolidated affiliates (1) (2) (3) (3) (6) (5) Other income (5) (1) (1) (1) (1) (1) Income tax provision 22 51 68 86 89 69 Mintority interest in losses (income) of consolidated subsidiaries 1 2 1 0 (3) (2) Operating Income $ 99 $ 112 $ 166 $ 225 $ 216 $ 175 Non-cash compensation 0 22 20 8 13 23 Depreciation & Amortization 72 56 62 62 65 82 EBITDA $ 171 $ 190 $ 248 $ 295 $ 294 $ 280

19 Reconciliation of Non-GAAP Measures to Their Most Directly Comparable GAAP Measures (Unaudited) Source: Company filings and related earnings releases as of 30-Sep-08 and press releases Note: Ticketmaster Entertainment is pro forma for the balance sheet impact of the Front Line acquisition. ($ in millions) Ticketmaster Entertainment Cash and Cash Equivalents $ 545 Client Cash (357) Operating Cash $ 188 Live Nation Cash and Cash Equivalents $ 206 Deferred Income (222) Accrued Artist Fees (27) Collections on Behalf of Others (83) Prepaids Related to Artist Settlements/Events 176 Free Cash $ 50

20 Forward-Looking Statements Certain statements in this presentation may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding: the growth of the North American concert industry; our market and growth opportunities; ticket sales trends information; our ticketing opportunity and strategies; and the amount of anticipated synergies and other benefits associated with the proposed transaction. We wish to caution you that there are some known and unknown factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements, including but not limited to operational challenges in achieving strategic objectives and executing our plans, the risk that markets do not evolve as anticipated, the possibility that artists may unexpectedly cancel or reschedule all or part of scheduled tours, the potential impact of the general economic slowdown, competition in the industry and challenges associated with building out our ticketing and digital media operations. We refer you to the documents that Live Nation and Ticketmaster Entertainment file from time to time with the SEC, specifically the section titled “Risk Factors” of Live Nation’s most recent Annual Report filed on Form 10-K and Quarterly Reports on Form 10-Q and Ticketmaster Entertainment’s Form 10 and most recent Quarterly Report on Form 10-Q, which contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. All subsequent written and oral forward-looking statements by or concerning Live Nation or Ticketmaster Entertainment are expressly qualified in their entirety by the cautionary statements above. Live Nation and Ticketmaster Entertainment do not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

21 In connection with the proposed transaction, Ticketmaster Entertainment and Live Nation intend to file relevant materials with the SEC, including a joint proxy statement/prospectus. INVESTORS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT Ticketmaster Entertainment, LIVE NATION AND THE TRANSACTION. The joint proxy statement/prospectus and other relevant materials (when they become available) and any other documents filed by Ticketmaster Entertainment or Live Nation with the SEC may be obtained free of charge at the SEC’s website at http://www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC (i) by contacting Live Nation’s Investor Relations at (310) 867-7000 or by accessing Live Nation’s investor relations website at www.livenation.com/investors; or (ii) by contacting Ticketmaster Entertainment’s Investor Relations at (310) 360-2354 or by accessing Ticketmaster Entertainment’s investor relations website at http://investors.Ticketmaster Entertainment.com. Investors are urged to read the joint proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the transaction. Ticketmaster Entertainment, Live Nation and their respective executive officers and directors may be deemed to be participating in the solicitation of proxies in connection with the transaction. Information about the executive officers and directors of Ticketmaster Entertainment and the number of shares of Ticketmaster Entertainment’s common stock beneficially owned by such persons is set forth in the registration statement on Form S-1 which was filed with the SEC on August 20, 2008. Information about the executive officers and directors of Live Nation and the number of shares of Live Nation’s common stock beneficially owned by such persons is set forth in the proxy statement for Live Nation’s 2008 Annual Meeting of Stockholders which was filed with the SEC on April 29, 2008. Investors may obtain additional information regarding the direct and indirect interests of Ticketmaster Entertainment, Live Nation and their respective executive officers and directors in the transaction by reading the joint proxy statement/prospectus regarding the transaction when it becomes available. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.