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): July 13, 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

This Current Report on Form 8-K updates the Ticketmaster Entertainment, Inc. (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2008, as amended (the “2008 Annual Report”), to reflect the retrospective adoption of FASB Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Financial Statements—an amendment of Accounting Research Bulletin No. 51, effective January 1, 2009 (“SFAS 160”).

The Company began reporting comparative results under the new accounting literature described above, effective with the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

Item 9.01 of this Current Report on Form 8-K updates the following information contained in the 2008 Annual Report to reflect the impact of SFAS 160:

Item 6.	Selected Financial Data
Item 7.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations

In addition, the Company hereby incorporates by reference pages FIN-1 to FIN-53 and S-1 of Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-159991) filed by Live Nation, Inc. on July 1, 2009 (the “S-4/A”) into this Item 8.01 as if set forth herein in their entirety.  The incorporated pages of the S-4/A set forth financial statements and related notes of the Company that reflect the impact of SFAS 160, and update pages F-1 through F-63 of the 2008 Annual Report.

All other information in the 2008 Annual Report remains unchanged and has not been updated for events occurring after the filing of the report. The information in this Current Report on Form 8-K should be read in conjunction with the 2008 Annual Report, which was filed with the Securities and Exchange Commission on March 31, 2009.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits.

Exhibit No.	Description
99.1	Select Items from Ticketmaster Entertainment, Inc.’s Annual Report on Form 10-K for the Year Ended December 31, 2008.

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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/ Chris Riley
Name:	Chris Riley
Title:	SVP & Acting General Counsel

Date:  July 13, 2009

EXHIBIT LIST

Exhibit No.	Description
99.1	Select Items from Ticketmaster Entertainment, Inc.’s Annual Report on Form 10-K for the Year Ended December 31, 2008.

EX-99.1

Exhibit 99.1

SELECT ITEMS FROM TICKETMASTER ENTERTAINMENT, INC.’S ANNUAL REPORT ON
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

(Note: Only the portions of the Items presented below have been updated)

PART II

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Item 6.     Selected Financial Data

The following table presents summary selected historical financial information for Ticketmaster Entertainment for each of the years in the five-year period ended December 31, 2008. This data was derived, in part, from the consolidated financial statements and related notes included at the end of this report beginning on page F-1. The information set forth is not necessarily indicative of future results and should be read in conjunction with the consolidated financial statements and related notes thereto, and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

These consolidated financial statements present our results of operations, financial position, redeemable preferred stock and equity, comprehensive income, and cash flows, on a combined basis up through the spin-off on August 20, 2008, and on a consolidated basis thereafter. Our pre spin-off financial statements were prepared on a combined basis, rather than a consolidated basis because they excluded Reserve America and the investment in Active.com that were owned, and included the investment in Front Line that was not owned by Ticketmaster Entertainment prior to the spin-off by legal entities that comprise Ticketmaster Entertainment’s businesses.

On October 29, 2008, the Company acquired an additional equity interest in Front Line, giving Ticketmaster Entertainment a controlling interest. As a result, the Company has consolidated the results of Front Line from the acquisition date. Prior to October 29, 2008, the investment in Front Line was accounted for using the equity method of accounting. The ownership of Reserve America and the investment in Active.com were retained by IAC after the spin-off. These consolidated financial statements present IAC’s and its subsidiaries net investment in Ticketmaster Entertainment businesses as invested capital in lieu of equity. Intercompany transactions and accounts have been eliminated.

	Year Ended December 31,
	2008			2007		2006		2005		2004
	(Dollars in thousands, except per share data)
Consolidated Statement of Operations Data:
Revenue	$	1,454,525		$	1,240,477	$	1,062,672	$	928,704	$	747,838
Operating (loss) income	(954,143		)	216,316		224,891		166,015		112,404
Net (loss) income attributable to Ticketmaster Entertainment, Inc.	(1,005,499		)	169,351		176,701		117,699		69,023
Net (loss) earnings per share available to common stockholders:
Basic and diluted(1)	$	(17.84	)	$	3.01	$	3.15	$	2.10	$	1.23
Share used in computing earnings per share:
Basic and diluted	56,353			56,171		56,171		56,171		56,171
Consolidated Balance Sheet Data (end of period):
Working capital	$	163,117		$	269,917	$	59,642	$	96,477	$	63,222
Total assets	1,706,567			2,306,534		1,815,711		1,772,430		1,593,879
Long-term debt	865,000			—		—		—		—
Noncontrolling interests	69,544			7,812		669		—		3,485
Redeemable preferred stock	9,888			—		—		—		—
Total equity	234,821			N/A		N/A		N/A		N/A
Total invested equity	N/A			1,739,177		1,357,837		1,353,045		1,270,899

(1)For the years ended December 31, 2007, 2006, 2005 and 2004, we computed primary and diluted earnings per share using the number of shares of common stock outstanding immediately following the spin-off, as if such shares were outstanding for the entire period.

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Item 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Basis of Presentation

These consolidated financial statements of Ticketmaster Entertainment discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations present our results of operations, financial position, redeemable preferred stock and equity, comprehensive income, and cash flows, on a combined basis through the spin-off on August 20, 2008, and on a consolidated basis thereafter. Our pre spin-off financial statements were prepared on a combined basis rather than a consolidated basis because they excluded Ticketmaster Entertainment’s former Reserve America subsidiary and its investment in Active.com, which were transferred to IAC, and included the investment in Front Line that was not owned prior to the spin-off by legal entities that comprise Ticketmaster Entertainment businesses.

The Company’s investment in Front Line was consolidated beginning October 29, 2008, when the Company increased its ownership interest from 39.4% to 82.3%. Prior to October 29, 2008, the investment in Front Line was accounted for using the equity method of accounting. The ownership of Reserve America and the investment in Active.com were retained by IAC after the spin-off. These consolidated financial statements present IAC’s and its subsidiaries net investment in Ticketmaster Entertainment businesses as invested capital in lieu of equity.

We prepared the consolidated financial statements from the historical results of operations and historical basis of the assets and liabilities of Ticketmaster Entertainment with the exception of income taxes. We computed income taxes using our stand-alone tax rate. Our income tax payable as well as deferred tax assets and liabilities represent the estimated impact of filing a consolidated income tax return with IAC through the spin-off, and filing a standalone consolidated income tax return thereafter. We have eliminated all significant intercompany transactions and accounts for periods prior to the spin-off.

Until the spin-off, we recorded expense allocations from IAC, which consisted of certain IAC general corporate overhead expenses based on the ratio of our revenue as a percentage of IAC’s total revenue. The general corporate overhead allocations primarily included expenses relating to accounting, treasury, legal, tax, corporate support, human resource functions and internal audit. Since the spin-off, we have been performing these functions using our own resources or purchased services, including services purchased from IAC pursuant to the transitional services agreement among IAC and the Spincos.

The historical financial statements for periods prior to the spin-off are based on certain assumptions about Ticketmaster Entertainment as a stand-alone company. Our management believes the assumptions underlying the historical consolidated financial statements of Ticketmaster Entertainment are reasonable. However, this financial information does not necessarily reflect what the historical financial position, results of operations and cash flows of Ticketmaster Entertainment would have been if Ticketmaster Entertainment had been a stand-alone company prior to the spin-off.

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CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

	Payments Due by Period
Contractual Obligations	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
	(In thousands)
Long term debt obligations(a)	$	1,302,384	$	69,337	$	151,503	$	340,791	$	740,753
Capital lease obligations	2,738		1,848		890		—		—
Purchase obligations(b)	110,346		33,400		48,645		16,125		12,176
Estimated earn-outs related to prior acquisitions(c)	8,000		1,500		6,500		—		—
Operating leases	107,322		25,507		36,893		20,823		24,099
Total contractual cash obligations(d)	$	1,530,790	$	131,592	$	244,431	$	377,739	$	777,028

(a)Long term debt obligations represent future principal and interest payments related to the Notes through maturity in 2016 and borrowings under the senior secured credit facility through maturity in 2016. The future interest payments related to our existing debt obligations are based on fixed and variable interest rates specified in the associated debt agreements.

(b)The purchase obligations primarily arise from sports sponsorship agreements intended to promote Ticketmaster Entertainment’s ticket resale services.

(c)The Company has certain contingent obligations related to prior acquisitions made by Front Line. As of December 31, 2008, contingent consideration of $8.0 million represents commitments not yet accrued for in the accompanying Consolidated Balance Sheets or paid, that remain subject to payout following the achievement of future performance targets. Such contingent payouts may be payable over the next two years.

(d)Amounts exclude redemption value of convertible preferred stock granted to The Azoff Family Trust. See Note 11—Redeemable Preferred Stock and Equity of the Notes to the Consolidated Financial Statements for discussion.

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RECONCILIATION OF ADJUSTED OPERATING INCOME

For a reconciliation of Adjusted Operating Income to net (loss) income attributable to Ticketmaster Entertainment for the years ended December 31, 2008, 2007 and 2006, see Note 7—Segment Information of the Notes to the Consolidated Financial Statements.