Ticketmaster (Nasdaq:TKTM), the world’s leading ticketing company, today announced an agreement to acquire a controlling equity interest in Front Line Management Group Inc., one of the world’s leading artist management companies. Ticketmaster also announced that Irving Azoff, founder and chief executive officer of Front Line, will become Chief Executive Officer of Ticketmaster.
Upon completion of the transaction, Ticketmaster will change its name to Ticketmaster Entertainment, Inc., to reflect its continued emergence as a diversified live entertainment and marketing company.
Barry Diller, Chairman of Ticketmaster, said, “While the Ticketmaster name has been synonymous with live entertainment for some time, today we took a significant step in solidifying our position in the music business. And, we will greatly benefit in having Irving Azoff lead Ticketmaster. In joining with the excellent Ticketmaster management of Sean Moriarty, Terry Barnes, and Eric Korman, we’ll have a superb group of executives capable of growing the Company every which way.”
Since being founded by Irving Azoff and Howard Kaufman in 2004, Front Line has developed into an extraordinarily influential music management group, with nearly 200 clients and more than 80 executive managers. Front Line represents a wide range of major artists, including the Eagles, Jimmy Buffett, Neil Diamond, Van Halen, Fleetwood Mac, Christina Aguilera, Stevie Nicks, Aerosmith, Steely Dan, Chicago, Journey, and Guns N’ Roses.
“Front Line and its artists have never had a better partner than Ticketmaster and Barry Diller,” Mr. Azoff said. “Now we have the opportunity to redefine the business at a time of great change and opportunity. Consumers, artists, teams and venues will all benefit from this exciting new Ticketmaster Entertainment platform going forward. I can’t wait to create the future of the business with my new senior colleagues at Ticketmaster, Sean Moriarty, Terry Barnes, and Eric Korman.”
Sean Moriarty added, “The combination of Ticketmaster and Front Line represents a huge transformational opportunity for both companies and the live entertainment industry overall. Terry, Eric and I look forward to working even more closely with Irving and the Front Line team as we build out the platform of the future to connect artists and fans.”
The organization of Ticketmaster Entertainment, Inc. will be as follows: Irving Azoff, CEO of Ticketmaster Entertainment, Inc.; Sean Moriarty, President of Ticketmaster Entertainment, Inc. and CEO of Ticketmaster; Terry Barnes, Chairman of Ticketmaster; Eric Korman, President of Ticketmaster; and Howard Kaufman, Special Advisor to Mr. Azoff.
Ticketmaster will acquire the minority equity stake in Front Line currently owned by Warner Music Group for approximately $123.0 million in cash. In addition, as described further below, in connection with the transaction, Ticketmaster will issue restricted stock awards to Mr. Azoff representing approximately 4.5% of Ticketmaster’s stock, and a portion of the equity stake in Front Line currently held by Mr. Azoff will be cancelled. Mr. Azoff will retain a sizable equity stake in Front Line and will continue to serve as its chief executive officer.
“Warner Music has been a great partner to Front Line Management Group,” said Azoff. “Warner’s commitment to artists remains extraordinary, and our roster of talent will continue to seek new opportunities to work together in the future.”
The transaction, which is subject to customary closing conditions, is expected to close in the fourth quarter of 2008.
Under NASDAQ’s inducement grant exception, Ticketmaster has agreed to grant to Mr. Azoff an award of Ticketmaster restricted equity in exchange for Front Line equity awards that he has agreed to forfeit. The grant includes $35 million of restricted Ticketmaster preferred stock that is convertible at Azoff’s election into 1.75 million shares of Ticketmaster common stock, and 1 million shares of restricted Ticketmaster common stock. The Ticketmaster equity awards generally vest on the five-year anniversary of the grant date, but may vest sooner upon certain qualifying terminations of employment. The Ticketmaster preferred stock votes on an as converted basis with the Ticketmaster common stock and is mand atorily redeemable at face value plus accrued dividends on the five-year anniversary of the grant date. Ticketmaster has also agreed to grant Mr. Azoff options to purchase 2 million shares of Ticketmaster common stock at an exercise price of $20 per share.