lyv-202405230001335258false00013352582024-05-232024-05-23
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):
May 23, 2024
Live Nation Entertainment, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-32601 | | 20-3247759 |
(State or other jurisdiction
of incorporation) | | (Commission File No.) | | (I.R.S. Employer
Identification No.) |
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| 9348 Civic Center Drive | | |
Beverly Hills, California | | 90210 |
| (Address of principal executive offices) | | (Zip Code) |
(310) 867-7000
(Registrant’s telephone number, including area code)
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:
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| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $.01 Par Value Per Share | | LYV | | New York Stock Exchange |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| Emerging growth company | ☐ |
| | | | | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
Item 7.01 Regulation FD Disclosure.
On May 23, 2024, the United States Department of Justice, Antitrust Division (the “DOJ”), together with the attorneys general of twenty-nine states plus the District of Columbia, filed a complaint (the “Complaint”) against Live Nation Entertainment, Inc. (the “Company” or “Live Nation”) and Ticketmaster L.L.C. (“Ticketmaster”) in the United States District Court for the Southern District of New York alleging violations of various federal and state laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action. The Compliant requests various forms of relief for the alleged violations, including without limitation the divestiture of Ticketmaster by the Company, cancellation of certain ticketing contracts, enjoining the Company from engaging in anticompetitive practices, and other forms of relief. The DOJ also held a press conference on the same date where it discussed the Complaint and the allegations against the Company and Ticketmaster.
Also on May 23, 2024, the Company issued a press release announcing that it will be holding a teleconference on May 23, 2024 at 5:00 p.m. PT (8:00 p.m. ET), where members of management will provide a regulatory update and discuss the Complaint and the subject matter thereof, as well as other forward-looking matters. A live webcast of the call will be accessible from the “News / Events” section of the Company’s website at investors.livenationentertainment.com. All interested parties can register for the webcast under the same link. A copy of the press release is attached at Exhibit 99.1 hereto, and is incorporated herein by reference. In addition, Joe Berchtold, the Company’s President and Chief Financial Officer, will appear on MSNBC on May 23, 2024 at approximately 12:30 p.m. PT (3:30 p.m. ET) to discuss these same matters.
On May 23, 2024, the Company posted information about the Complaint and the allegation therein in blog format entitled “Breaking Down the DOJ Lawsuit” on its corporate website at https://www.livenationentertainment.com/2024/05/breaking-down-the-doj-lawsuit/. Further insights and information about these matters may be posted by the Company from time to time under this link or in separate posts to the “News” section of the Company’s corporate website at https://www.livenationentertainment.com/news/. Information set forth on the Company’s corporate website is not a part of, and is not incorporated by reference into, this Current Report on Form 8-K.
Special Note About Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K (or otherwise made by us or on our behalf from time to time in other reports, filings with the SEC, news releases, conferences, internet postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, notwithstanding that such statements are not specifically identified. Forward-looking statements include, but are not limited to, statements about our financial position, business strategy, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition, the effects of future legislation or regulations and plans and objectives of our management for future operations. We have based our forward-looking statements on our beliefs and assumptions considering the information available to us at the time the statements are made. Use of the words “may,” “should,” “continue,” “plan,” “potential,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “could,” “target,” “project,” “seek,” “predict,” or variations of such words and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those set forth below under Part II—Other Information—Item 1A.—Risk Factors, in Part I—Item IA.—Risk Factors of our 2023 Annual Report on Form 10-K as well as other factors described herein or in our annual, quarterly and other reports we file with the SEC (collectively, “cautionary statements”). Based upon changing conditions, should any risk or uncertainty that has already materialized, worsen in scope, impact or duration, or should one or more of the currently unrealized risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not intend to update these forward-looking statements, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | | Exhibit Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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Live Nation Entertainment, Inc. |
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By: | | /s/ Brian Capo |
| | Brian Capo |
| | Senior Vice President and
Chief Accounting Officer |
May 23, 2024
