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):  December 22, 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 December 22, 2009, Ticketmaster Entertainment, Inc. (“Ticketmaster” or the “Company”) and Live Nation, Inc. (“Live Nation”) issued a joint press release announcing the United Kingdom Competition Commission’s decision to clear the proposed merger of the Company and a subsidiary of Live Nation in the United Kingdom. A copy of that press release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference as if set forth in its entirety.

Forward-Looking Statements

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.  These forward-looking statements include statements relating to the Company’s anticipated financial performance, business prospects, new developments and similar matters, and/or statements that use words such as “anticipates,” “estimates,” “expects,” “intends,” “plans,” “believes” and similar expressions.  As such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance or results to differ materially from those in the forward-looking statements, including those risks and uncertainties related to the Company’s pending merger (the “Merger”) with Live Nation; the Company’s ability to operate effectively as a public company following its recent spin-off from IAC; changes in economic conditions generally or in the live entertainment industry; the ability of the Company to retain existing clients and obtain new clients; Ticketmaster’s ability to maintain Ticketmaster’s brand recognition and attract and retain customers in a cost-effective manner; integration of historical and future acquisitions, including the Front Line acquisition; the Company’s ability to expand successfully in international markets; changing customer requirements and industry standards; regulatory changes; and the other risks detailed from time to time in the Company’s SEC reports, including the most recent reports on Forms 10-K, 10-Q and 8-K, each as it may be amended from time to time.  The Company assumes no obligation to update these forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, except as required by law.

Additional Information About the Merger and Where to Find It

In connection with the proposed Merger, Live Nation and Ticketmaster have filed a Registration Statement on Form S-4 (Registration No. 333-159991) containing a joint proxy statement-prospectus regarding the proposed Merger and other documents regarding the proposed transaction with the Securities and Exchange Commission.  INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT-PROSPECTUS AND SUCH OTHER MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT TICKETMASTER, LIVE NATION AND THE MERGER. A proxy statement/prospectus is being sent to stockholders of each of Ticketmaster and Live Nation seeking their approval of matters in connection with the proposed Merger. The joint proxy statement/prospectus and other

2

relevant materials 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 Department 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 Department 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 before making any voting or investment decision with respect to the Merger.

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 Merger. Information about the executive officers and directors of each of Ticketmaster Entertainment and Live Nation and the number of shares of each company’s common stock beneficially owned by such persons is set forth in the joint proxy statement/prospectus regarding the Merger. Investors may obtain additional information regarding the direct and indirect interests of Ticketmaster, Live Nation and their respective executive officers and directors in the Merger by reading the joint proxy statement/prospectus regarding the Merger.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits.

Exhibit No.	Description
99.1	Joint Press Release of Ticketmaster Entertainment, Inc. and Live Nation, Inc., released December 22, 2009

3

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: January 5, 2010

4

EXHIBIT LIST

Exhibit No.	Description
99.1	Joint Press Release of Ticketmaster Entertainment, Inc. and Live Nation, Inc., released December 22, 2009

5

EX-99.1

Exhibit 99.1

MEDIA STATEMENT: Ticketmaster and Live Nation Welcome Competition Commission Ruling on Merger

London, 22 December 2009

Ticketmaster and Live Nation today welcomed the UK Competition Commission’s decision to clear the proposed merger of the two companies, paving the way for the creation of the world’s premiere live entertainment company.

Clearance of the proposed merger in the UK follows regulatory approval in Norway and Turkey. Separate regulatory reviews are continuing in the United States and Canada, where the parties remain optimistic there will be a successful outcome.

Chris Edmonds, Managing Director of Ticketmaster UK, said: “We are very pleased with the Competition Commission’s decision to clear the merger. Today’s clearance is an important milestone in the regulatory review process, and brings the companies a step closer to creating a new kind of live entertainment business.”

The two companies now aim to build a more efficient and effective live music business, enhancing services for consumers, artists, venue operators and other stakeholders.

Paul Latham, Chief Operating Officer and Head of UK Operations for Live Nation said: “During the course of this merger process, we have listened to our fans, artists and other parties. And we have reassured them that by combining the resources of these two companies, we will deliver a better live music experience for the entire sector.”

Contacts:

Tim Burt/Richard Jacques, Brunswick Group, ticketmaster@brunswickgroup.com, +44 207 4045959

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 based on the number of tickets sold, 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 7,100 retail outlets; and 17 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 2008, the Company sold more than 141 million tickets valued at over $8.9 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 Management Group is the world’s leading artist management company. Ticketmaster Entertainment, Inc. is headquartered in West Hollywood, California (NASDAQ:TKTM).