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 7, 2009

Live Nation, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-32601	20-3247759
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
9348 Civic Center Drive, Beverly Hills, California		90210
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 310-867-7000

Not Applicable
______________________________________________
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)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  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 July 7, 2009, Live Nation, Inc. ("Live Nation" or the "Company") mailed to its stockholders of record its 2008 Annual Report (the "Annual Report"). Included within the Annual Report was a letter (the "Stockholder Letter") from Michael Rapino, Live Nation’s President and Chief Executive Officer, regarding the Company’s performance during 2008, its goals and strategies for 2009 and its pending merger (the "Merger") with Ticketmaster Entertainment, Inc. ("Ticketmaster"). A copy of the Stockholder Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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; the Company’s market and growth opportunities; ticket sale s trends information; the Company’s ticketing opportunity and strategies; and the amount of anticipated synergies and other benefits associated with the Merger.

Live Nation wishes 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 the Company’s 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 the Company’s ticketing and digital media operations.

Live Nation refers you to the documents that Live Nation and Ticketmaster file from time to time with the Securities and Exchange C ommission (the "SEC"), specifically the section entitled "Risk Factors" of Live Nation’s most recent Annual Report filed on Form 10-K (as updated by Live Nation's Current Report on Form 8-K filed with the SEC on May 28, 2009) and Quarterly Reports on Form 10-Q and Ticketmaster’s Form 10-K 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 the Company’s 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 Current Report on Form 8-K. 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 informat ion, future events or otherwise.

Additional Information About the Merger and Where to Find It

In connection with the proposed Merger, Ticketmaster and Live Nation have filed and intend to file relevant materials with the SEC, including a joint proxy statement/prospectus. INVESTORS ARE URGED TO READ THESE MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT TICKETMASTER, LIVE NATION AND THE MERGER. The joint proxy statement/prospectus and other 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 Tic ketmaster’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.

The proposed Merger will be submitted to Ticketmaster’s and Live Nation’s stockholders for their consideration. Live Nation has filed a registration statement with the SEC, which includes a joint proxy statement/prospectus, but the registration statement has not yet become effective. 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, 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 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 Merger. 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 Amended Annual Report on Form 10-K which was filed with the SEC on April 30, 2009. 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 Amended Annual Report on Form 10-K which was filed with th e SEC on April 30, 2009. 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.

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

99.1 Live Nation, Inc. Stockholder Letter from 2008 Annual Report, mailed July 7, 2009.

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.

	Live Nation, Inc.
July 7, 2009	By:	Brian Capo
		Name: Brian Capo
		Title: Senior Vice President and Chief Accounting Officer

Exhibit Index

Exhibit No.	Description
99.1	Live Nation, Inc. Stockholder Letter from 2008 Annual Report, mailed July 7, 2009.

EX-99.1

Exhibit 99.1

TO OUR SHAREHOLDERS

The past year was an outstanding one for Live Nation. We continued to successfully execute our strategic plan, generating improved performance across our core business and positioning our organization for growth over the long term.

Despite a challenging economic environment, millions of fans continue to attend live concerts to support their favorite artists. In 2008, our 22,000 concerts were attended by over 52 million fans, a 32% increase in events and a 12% increase in attendance compared to 2007. We currently believe that our concert activities in 2009 will match the levels we achieved in 2008. This will represent a considerable achievement given the state of the global economy and our robust performance in 2008. Our show lineup remains robust, with a roster of major artists including U2, Madonna, Jonas Brothers, Nickelback, Coldplay and AC/DC, among others.

Three years ago, we began a mission aimed at transforming a declining and fragmented live entertainment company into a vertical live music growth company. That mission had three prongs:

1) Divesting non-core assets, a process now 90% completed.

2) Strengthening our core North American Music business through a combination of organic growth drivers and more effective cost management. Over three years, revenues in this segment have grown over 65%.

3) Vertically expanding into the online/ticketing e-commerce business to sell more tickets. In December 2008, Livenation.com became a full-service ticketing site for our owned and/or operated venues – powered by our ticketing platform.

We are excited about the opportunities that lie ahead for Live Nation. Our integrated platform is now complete and our ticketing business is progressing according to plan. We remain optimistic about our long-term growth potential given the strength we are seeing across our business and our intense focus on execution. Over the next year we are focused on executing four priorities:

• increasing liquidity and deleveraging;

• maximizing occupancy in our pipe by attracting the best touring artists in the world;

• monetizing the pipe through sponsorship, onsite revenues and monetizing ticket sales;

• growing our online/e-commerce business to maximize ticket sales, online advertising and bundled products.

On February 10, 2009, we announced that we had entered into a definitive merger agreement with Ticketmaster Entertainment, Inc. to create the world’s premier live entertainment company. We believe the merger will accelerate the execution of our vision and strategy to build a more efficient concert sales and distribution company.

Live Nation is taking this step in the conviction that the proposed transaction will create a stronger financial profile, better positioning us to serve artists and fans and drive improved shareholder value over the long term.

Finally, we would like to take this opportunity to thank our shareholders, employees and the artists and fans we serve for their tremendous dedication and support of Live Nation. We look forward to updating you on our progress as the year unfolds.

/s/ Michael Rapino
Michael Rapino
President and Chief Executive Officer

June 15, 2009
www.livenation.com