x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 20-3247759 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
Title of Each Class | Name of Each Exchange on which Registered |
Common Stock, $.01 Par Value per Share; Preferred Stock Purchase Rights | New York Stock Exchange |
Large accelerated filer | x | Accelerated filer | ¨ | ||
Non-accelerated filer | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Incorporated by Reference | |||||||
Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed HereWith |
2.1 | Agreement and Plan of Merger, dated February 10, 2009, between Ticketmaster Entertainment, Inc. and Live Nation, Inc. | 8-K | 001-32601 | 2.1 | 2/13/2009 | Live Nation Entertainment, Inc. | |
3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc. | 8-K | 001-32601 | 3.1 | 6/7/2013 | Live Nation Entertainment, Inc. | |
3.2 | Fifth Amended and Restated Bylaws of Live Nation Entertainment, Inc. | 8-K | 001-32601 | 3.2 | 6/7/2013 | Live Nation Entertainment, Inc. | |
4.1 | Rights Agreement, dated December 21, 2005, between CCE Spinco, Inc. and The Bank of New York, as Rights Agent. | 8-K | 001-32601 | 4.1 | 12/23/2005 | Live Nation Entertainment, Inc. | |
4.2 | First Amendment to Rights Agreement, dated February 25, 2009, between Live Nation, Inc. and The Bank of New York Mellon, as Rights Agent. | 8-K | 001-32601 | 4.1 | 3/3/2009 | Live Nation Entertainment, Inc. | |
4.3 | Second Amendment to Rights Agreement, effective as of September 23, 2011, entered into by and between Live Nation Entertainment, Inc. and The Bank of New York Mellon, as rights agent. | 8-K | 001-32601 | 4.1 | 9/28/2011 | Live Nation Entertainment, Inc. | |
4.4 | Third Amendment to Rights Agreement, effective as of January 11, 2013, entered into by and between Live Nation Entertainment, Inc. and Computershare Shareowner Services, LLC, as rights agent. | 8-K | 001-32601 | 4.1 | 1/17/2013 | Live Nation Entertainment, Inc. | |
4.5 | Form of Certificate of Designations of Series A Junior Participating Preferred Stock. | 8-K | 001-32601 | 4.2 | 12/23/2005 | Live Nation Entertainment, Inc. | |
4.6 | Form of Right Certificate. | 8-K | 001-32601 | 4.3 | 12/23/2005 | Live Nation Entertainment, Inc. | |
10.1 | Indenture, dated July 16, 2007, between Live Nation, Inc. and Wells Fargo Bank, N.A., as Trustee. | 8-K | 001-32601 | 4.1 | 7/16/2007 | Live Nation Entertainment, Inc. | |
10.2 | Lockup and Registration Rights Agreement, dated May 26, 2006, among Live Nation, Inc., SAMCO Investments Ltd., Concert Productions International Inc., CPI Entertainment Rights, Inc. and the other parties set forth therein. | 8-K | 001-32601 | 4.1 | 6/2/2006 | Live Nation Entertainment, Inc. | |
10.3 | Stockholder Agreement, dated February 10, 2009, among Live Nation, Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment, Inc. | 8-K | 001-32601 | 10.2 | 2/13/2009 | Live Nation Entertainment, Inc. |
Incorporated by Reference | |||||||
Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed HereWith |
10.4 | Note, dated January 24, 2010, among Ticketmaster Entertainment, Inc., Azoff Family Trust of 1997 and Irving Azoff. | 10-K | 001-32601 | 10.17 | 2/25/2010 | Live Nation Entertainment, Inc. | |
10.5 | Registration Rights Agreement, dated January 25, 2010, among Live Nation, Inc., Liberty Media Corporation and Liberty Media Holdings USA, LLC. | 8-K | 001-32601 | 10.1 | 1/29/2010 | Live Nation Entertainment, Inc. | |
10.6 | Tax Matters Agreement, dated December 21, 2005, among CCE Spinco, Inc., CCE Holdco #2, Inc. and Clear Channel Communications, Inc. | 8-K | 001-32601 | 10.2 | 12/23/2005 | Live Nation Entertainment, Inc. | |
10.7 | Tax Sharing Agreement, dated August 20, 2008, among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. | 8-K | 001-34064 | 10.2 | 8/25/2008 | Ticketmaster Entertainment LLC | |
10.8 | Form of Indemnification Agreement. | 10-K | 001-32601 | 10.23 | 2/25/2010 | Live Nation Entertainment, Inc. | |
10.9 § | Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011. | 8-K | 001-32601 | 10.3 | 6/20/2011 | Live Nation Entertainment, Inc. | |
10.10 § | Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. | S-8 | 333-164507 | 10.1 | 1/26/2010 | Live Nation Entertainment, Inc. | |
10.11 § | Amendment No. 1 to the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. | 10-Q | 001-32601 | 10.1 | 11/4/2010 | Live Nation Entertainment, Inc. | |
10.12 § | Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011. | 8-K | 001-32601 | 10.2 | 6/20/2011 | Live Nation Entertainment, Inc. | |
10.13 § | Amended and Restated Live Nation, Inc. Stock Bonus Plan. | 8-K | 001-32601 | 10.1 | 1/25/2010 | Live Nation Entertainment, Inc. | |
10.14 § | Employment Agreement, dated October 21, 2009, among Live Nation, Inc., Live Nation Worldwide, Inc. and Michael Rapino. | 8-K | 001-32601 | 10.1 | 10/22/2009 | Live Nation Entertainment, Inc. | |
10.15 § | First Amendment to Employment Agreement, dated December 27, 2012 by and between Live Nation Entertainment, Inc. and Michael Rapino. | 10-K | 001-32601 | 10.29 | 2/26/2013 | Live Nation Entertainment, Inc. | |
10.16 § | Amended and Restated Employment Agreement, effective September 1, 2009, between Live Nation Worldwide, Inc. and Michael G. Rowles. | 8-K | 001-32601 | 10.2 | 10/22/2009 | Live Nation Entertainment, Inc. | |
10.17 § | Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Michael Rowles. | 10-K | 001-32601 | 10.17 | 2/24/2014 | Live Nation Entertainment, Inc. |
Incorporated by Reference | |||||||
Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed HereWith |
10.18§ | Amended and Restated Employment Agreement, effective September 1, 2009, between Live Nation Worldwide, Inc. and Kathy Willard. | 8-K | 001-32601 | 10.3 | 10/22/2009 | Live Nation Entertainment, Inc. | |
10.19 § | Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Kathy Willard. | 10-K | 001-32601 | 10.19 | 2/24/2014 | Live Nation Entertainment, Inc. | |
10.20 § | Employment Agreement, effective December 17, 2007, between Live Nation Worldwide, Inc. and Brian Capo. | 10-Q | 001-32601 | 10.4 | 8/7/2008 | Live Nation Entertainment, Inc. | |
10.21 § | First Amendment to Employment Agreement, effective December 31, 2008, between Live Nation Worldwide, Inc. and Brian Capo. | 10-K | 001-32601 | 10.30 | 3/5/2009 | Live Nation Entertainment, Inc. | |
10.22 § | Separation Agreement, entered into as of August 31, 2013, by and between Live Nation Worldwide, Inc. and Nathan Hubbard. | 8-K | 001-32601 | 10.2 | 8/16/2013 | Live Nation Entertainment, Inc. | |
10.23 § | Employment Agreement, effective March 18, 2011, between Live Nation Entertainment, Inc. and Joe Berchtold. | 10-Q | 001-32601 | 10.1 | 8/7/2012 | Live Nation Entertainment, Inc. | |
10.24 § | Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Joe Berchtold. | 10-K | 001-32601 | 10.24 | 2/24/2014 | Live Nation Entertainment, Inc. | |
10.25 | Credit Agreement entered into as of May 6, 2010, among Live Nation Entertainment, Inc., the Foreign Borrowers party thereto, the Guarantors identified therein, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent and J.P. Morgan Europe Limited, as London Agent. | 10-Q | 001-32601 | 10.4 | 8/5/2010 | Live Nation Entertainment, Inc. | |
10.26 | Amendment No. 1, dated as of June 29, 2012, entered into by and among Live Nation Entertainment, Inc., the relevant Credit Parties identified therein, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders. | 10-Q | 001-32601 | 10.2 | 8/7/2012 | Live Nation Entertainment, Inc. |
Incorporated by Reference | |||||||
Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed HereWith |
10.27 | Amendment No. 2 to the credit agreement, dated as of August 16, 2013, entered into by and among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent and J.P. Morgan Europe Limited, as London agent. | 10-Q | 001-32601 | 10.1 | 11/5/2013 | Live Nation Entertainment, Inc. | |
10.28 | Incremental Term Loan Joinder Agreement No. 1, dated August 20, 2012, by and among Live Nation Entertainment, Inc., JPMorganChase Bank, N.A., as administrative agent, each Incremental Term Loan Lender defined therein and the relevant Credit Parties identified therein. | 10-Q | 001-32601 | 10.2 | 11/5/2012 | Live Nation Entertainment, Inc. | |
10.29 | Indenture, dated August 20, 2012, by and among Live Nation Entertainment, Inc., the Guarantors defined therein, and the Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.1 | 11/5/2012 | Live Nation Entertainment, Inc. | |
10.30 | First Supplemental Indenture, entered into as of October 4, 2012, among Live Nation Entertainment, Inc., the Guarantors listed in Appendix I attached hereto, Live Nation Ushtours (USA), LLC, and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.3 | 11/5/2012 | Live Nation Entertainment, Inc. | |
10.31 | Second Supplemental Indenture, entered into as of August 13, 2013, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 8-K | 001-32601 | 10.1 | 8/16/2013 | Live Nation Entertainment, Inc. | |
10.32 | Stock Purchase Agreement, dated as of February 4, 2011, by and among Live Nation Entertainment, Inc., FLMG Holdings Corp., Irving Azoff, the Azoff Family Trust of 1997, dated May 27, 1997, as amended, Madison Square Garden, L.P., LNE Holdings, LLC, and Front Line Management Group, Inc. | 8-K | 001-32601 | 10.1 | 2/7/2011 | Live Nation Entertainment, Inc. | |
10.33 | Subscription Agreement, dated as of February 4, 2011, by and between Liberty Media Corporation and Live Nation Entertainment, Inc. | 8-K | 001-32601 | 10.2 | 2/7/2011 | Live Nation Entertainment, Inc. | |
12.1 | Computation of Ratio of Earnings to Fixed Charges. | 10-K | 001-32601 | 12.1 | 2/24/2014 | Live Nation Entertainment, Inc. |
Incorporated by Reference | |||||||
Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed HereWith |
14.1 | Code of Business Conduct and Ethics. | 10-K | 001-32601 | 14.1 | 2/24/2014 | Live Nation Entertainment, Inc. | |
21.1 | Subsidiaries of the Company. | 10-K | 001-32601 | 21.1 | 2/24/2014 | Live Nation Entertainment, Inc. | |
23.1 | Consent of Ernst & Young LLP. | 10-K | 001-32601 | 23.1 | 2/24/2014 | Live Nation Entertainment, Inc. | |
23.2 | Consent of PricewaterhouseCoopers LLP | X | |||||
24.1 | Power of Attorney (see signature page 124 of 10-K). | 10-K | 001-32601 | 24.1 | 2/24/2014 | Live Nation Entertainment, Inc. | |
31.1 | Certification of Chief Executive Officer. | X | |||||
31.2 | Certification of Chief Financial Officer. | X | |||||
32.1 | Section 1350 Certification of Chief Executive Officer. | X | |||||
32.2 | Section 1350 Certification of Chief Financial Officer. | X | |||||
99.1 | Financial statements of Venta de Boletos por Computadora, S.A. de C.V. as of and for the years ended December 31, 2013 and 2012 | X | |||||
99.2 | Financial statements of Venta de Boletos por Computadora, S.A. de C.V. as of and for the years ended December 31, 2012 and 2011 | X | |||||
101.INS | XBRL Instance Document | 10-K | 001-32601 | 101.INS | 2/24/2014 | Live Nation Entertainment, Inc. | |
101.SCH | XBRL Taxonomy Schema Document | 10-K | 001-32601 | 101.SCH | 2/24/2014 | Live Nation Entertainment, Inc. | |
101.CAL | XBRL Taxonomy Calculation Linkbase Document | 10-K | 001-32601 | 101.CAL | 2/24/2014 | Live Nation Entertainment, Inc. | |
101.DEF | XBRL Taxonomy Definition Linkbase Document | 10-K | 001-32601 | 101.DEF | 2/24/2014 | Live Nation Entertainment, Inc. | |
101.LAB | XBRL Taxonomy Label Linkbase Document | 10-K | 001-32601 | 101.LAB | 2/24/2014 | Live Nation Entertainment, Inc. | |
101.PRE | XBRL Taxonomy Presentation Linkbase Document | 10-K | 001-32601 | 101.PRE | 2/24/2014 | Live Nation Entertainment, Inc. |
§ | Management contract or compensatory plan or arrangement. |
LIVE NATION ENTERTAINMENT, INC. | |
By: | /s/ Michael Rapino |
Michael Rapino | |
President and Chief Executive Officer |