[Federal Register Volume 75, Number 27 (Wednesday, February 10, 2010)]
[Notices]
[Pages 6709-6728]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-2754]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States, et al. v. Ticketmaster Entertainment Inc. and Live 
Nation Inc.; Proposed Final Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, 
Stipulation and Competitive Impact Statement have been filed with the 
United States District Court for the District of Columbia in United 
States of America, et al. v. Ticketmaster Entertainment, Inc. and Live 
Nation, Inc., Civil Action No. 1:10-cv-00139. On January 25, 2010, the 
United States, along with 17 state attorneys general, filed a Complaint 
alleging that the proposed merger of Ticketmaster Entertainment, Inc. 
and Live Nation, Inc. would substantially lessen competition in primary 
ticketing in the United States and violate Section 7 of the Clayton 
Act, 15 U.S.C. 18. The proposed Final Judgment, filed the same time as 
the Complaint, requires the merged firm to license a copy of the 
Ticketmaster host platform software to Anschutz Entertainment Group, 
Inc., to divest Paciolan, Inc. to Comcast-Spectacor, L.P. or another 
acceptable buyer, and to abide by certain behavioral restrictions.
    Copies of the Complaint, proposed Final Judgment and Competitive 
Impact Statement are available for inspection at the Department of 
Justice, Antitrust Division, Antitrust Documents Group, 450 Fifth 
Street, NW., Suite 1010, Washington, DC 20530 (telephone: 202-514-
2481), on the Department of Justice's Web site at http://www.justice.gov/atr, and at the Office of the Clerk of the United 
States District Court for the District of Columbia. Copies of these 
materials may be obtained from the Antitrust Division upon request and 
payment of the copying fee set by Department of Justice regulations.
    Public comment is invited within 60 days of the date of this 
notice. Such comments, and responses thereto, will be published in the 
Federal Register and filed with the Court. Comments should be directed 
to John Read, Chief, Litigation III, Antitrust Division, Department of 
Justice, 450 Fifth Street, NW., Suite 4000, Washington, DC 20530, 
(telephone: 202-514-7308).

J. Robert Kramer II,
Director of Operations.

United States District Court for the District of Columbia

United States of America, U.S. Department of Justice, Antitrust 
Division, 450 Fifth Street, NW., Suite 4000, Washington, DC 20530;
State of Arizona, Office of the Attorney General, 1275 West 
Washington, Phoenix, AZ 85007;
State of Arkansas, Office of the Attorney General, 323 Center 
Street, Suite 200, Little Rock, AR 72201;
State of California, California Office of the Attorney General, 300 
So. Spring Street, Suite 1702, Los Angeles, CA 90013;
State of Florida, Office of the Attorney General, Antitrust 
Division, PL-01; The Capitol, Tallahassee, FL 32399-1050;
State of Illinois, Office of the Attorney General, 100 West Randolph 
Street, Chicago, IL 60601;
State of Iowa, Iowa Department of Justice, Hoover Office Building-
Second Floor, 1305 East Walnut Street, Des Moines, IA 50319;
State of Louisiana, Public Protection Division, 1885 North Third 
St., Baton Rouge, LA 70802;
Commonwealth of Massachusetts, Office of Attorney General Martha 
Coakley, One Ashburton Place, Boston, MA 02108;
State of Nebraska, Nebraska Department of Justice, 2115 State 
Capitol, Lincoln, NE 68509;
State of Nevada, Office of the Attorney General, Bureau of Consumer 
Protection, 555 E. Washington Ave., Suite 3900, Las Vegas, NV 89101;
State of Ohio, Office of Ohio Attorney General Richard Cordray, 150 
E. Gay St., 23rd Fl., Columbus, OH 43215;
State of Oregon, Oregon Department of Justice, 1162 Court Street 
NE., Salem, OR 97301-4096;
Commonwealth of Pennsylvania, Office of Attorney General, Antitrust 
Section, 14th Floor Strawberry Square, Harrisburg, PA 17120;
State of Rhode Island, Office of the Attorney General, 150 South 
Main Street, Providence, RI 02903;
State of Tennessee, Office of the Attorney General and Reporter, 425 
Fifth Avenue North, Nashville, TN 37243;
State of Texas, Office of the Attorney General, 300 W. 15th Street, 
Austin, TX 78701; and
State of Wisconsin, Wisconsin Department of Justice, 17 West Main 
Street, Madison, WI 53707, Plaintiffs, v.
Ticketmaster Entertainment, Inc., 8800 West Sunset Boulevard, West 
Hollywood, CA 90069, and Live Nation, Inc., 9348 Civic Center Drive, 
Beverly Hills, CA 90210, Defendants.

    Case: 1:10-cv-00139.
    Date Filed: January 25, 2010.

Complaint

    The United States of America, acting under the direction of the 
Attorney General of the United States, and the States of Arizona, 
Arkansas, California, Florida, Illinois, Iowa, Louisiana, Nebraska, 
Nevada, Ohio, Oregon, Rhode Island, Tennessee, Texas, and Wisconsin, 
and the Commonwealths of Massachusetts and Pennsylvania, acting under 
the direction of their respective Attorneys General or other authorized 
officials (``Plaintiff States'') (collectively, ``Plaintiffs''), bring 
this civil action pursuant to the antitrust laws of the United States 
to enjoin the proposed merger of Ticketmaster Entertainment, Inc. 
(``Ticketmaster'') and Live Nation, Inc. (``Live Nation'') and to 
obtain such other equitable relief as the Court deems appropriate. The 
United States and the Plaintiff States allege as follows:

I. Introduction

    1. This lawsuit challenges a proposed merger between Ticketmaster 
and Live Nation. If not enjoined, the merger will eliminate competition 
between the companies in the line of commerce of the provision of 
primary ticketing services (``primary ticketing'') to major concert 
venues in the United States, in violation of Section 7 of the Clayton 
Act, as amended, 15 U.S.C. 18.
    2. For over two decades, Ticketmaster has been the dominant primary 
ticketing service provider in the United States to, among others, major 
concert venues. Primary ticketing, the initial distribution of tickets, 
has been highly profitable for Ticketmaster. Ticketmaster charges a 
variety of service

[[Page 6710]]

fees, which are added to the face value of the ticket. Ticketmaster 
typically shares a percentage of the money from some of these fees with 
venues. In 2008, Ticketmaster's share among major concert venues 
exceeded eighty percent and its revenues from primary ticketing were 
much greater than that of its nearest competitor. Ticketmaster's 
contract renewal rate with venues typically exceeds eighty-five 
percent.
    3. Live Nation is the country's largest concert promoter. It also 
controls over seventy-five concert venues in the United States, 
including many major amphitheaters. Live Nation had been Ticketmaster's 
largest primary ticketing client for a number of years. In 2007, 
however, Live Nation announced that it would not renew its contract 
with Ticketmaster. Instead, Live Nation would become Ticketmaster's 
direct competitor in primary ticketing when its Ticketmaster contract 
expired on December 31, 2008. After spending nearly two years 
evaluating, licensing, and developing a ticketing platform, in late 
December 2008, Live Nation launched its ticketing service for its own 
venues and potential third-party major concert venue clients.
    4. Live Nation presented a new and different source of competition 
in primary ticketing. As a concert promoter, Live Nation could offer 
venues access to concert tours as an inducement to use Live Nation's 
ticketing service. Ticketmaster had no concert promotion business. In 
contrast, as both a venue owner and a concert promoter, Live Nation had 
economic incentives to reduce service fees on tickets in order to fill 
more seats and earn the associated ancillary revenue from doing so.
    5. Entrants face substantial hurdles in the form of Ticketmaster's 
economies of scale, long-term contracts, and brand recognition as well 
as the technological hurdles necessary to compete in primary ticketing. 
Live Nation had overcome many of these by virtue of its position in 
promotion and venue operation and the two years it had devoted to 
building a ticketing platform.
    6. On February 10, 2009, Ticketmaster and Live Nation announced 
their plans to merge. The merger would eliminate head-to-head 
competition between Ticketmaster and Live Nation in the provision of 
primary ticketing services. Unless remedied, the merger between 
Ticketmaster and Live Nation would substantially lessen competition for 
the provision of primary ticketing services in the United States in 
violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. 18.
    7. Thus, the United States and the Plaintiff States ask this Court 
to enjoin this proposed merger.

II. Jurisdiction and Venue

    8. The United States brings this action under Section 15 of the 
Clayton Act, as amended, 15 U.S.C. 25, to prevent and restrain 
Ticketmaster and Live Nation from violating Section 7 of the Clayton 
Act, 15 U.S.C. 18.
    9. The Plaintiff States, by and through their respective Attorneys 
General and other authorized officials, bring this action under Section 
16 of the Clayton Act, 15 U.S.C. 26, to prevent and restrain 
Ticketmaster and Live Nation from violating Section 7 of the Clayton 
Act, 15 U.S.C. 18. The Plaintiff States bring this action in their 
sovereign capacities and as parens patriae on behalf of the citizens, 
general welfare, and economy of each of their States.
    10. Ticketmaster and Live Nation provide and sell primary ticketing 
services to major concert venues in the flow of interstate commerce. 
Ticketmaster's and Live Nation's activities in providing and selling 
primary ticketing services to major concert venues substantially affect 
interstate commerce as well as commerce in each of the Plaintiff 
States. This Court has subject matter jurisdiction over this action and 
these defendants pursuant to Section 15 of the Clayton Act, as amended, 
15 U.S.C. 25, and 28 U.S.C. 1331, 1337(a), and 1345.
    11. Venue is proper in this District under Section 12 of the 
Clayton Act, 15 U.S.C. 22, and 28 U.S.C. 1391(b)(1), (c). Defendants 
Ticketmaster and Live Nation transact business and are found within 
this District.

III. Parties and the Proposed Merger

    12. Ticketmaster is a Delaware corporation headquartered in West 
Hollywood, California. It is the largest provider of primary ticketing 
to major concert venues and others in the United States and the world. 
In 2008, Ticketmaster sold more than 141 million tickets valued at over 
$8.9 billion on behalf of more than 10,000 clients worldwide and earned 
approximately $1.4 billion in gross revenues. Ticketmaster also owns a 
majority interest in Front Line Management Group, Inc., the largest 
artist management group in the country.
    13. Live Nation is a Delaware corporation headquartered in Beverly 
Hills, California. It is the world's largest promoter of live concerts, 
with 2008 worldwide gross revenues of over $4 billion. Live Nation's 
North American Music business principally involves the promotion of 
live music events at Live Nation owned and/or operated venues and in 
rented third-party venues primarily in the United States and Canada. 
Live Nation also owns or operates over seventy-five live entertainment 
venues of various sizes in the United States. This includes eleven 
House of Blues (``HOB'') venues around the country.
    14. On February 10, 2009, Live Nation and Ticketmaster entered into 
a definitive merger agreement providing for an all-stock ``merger of 
equals'' transaction with a combined estimated enterprise value of $2.5 
billion.

IV. Background

A. The Live Music Entertainment Industry

    15. The components of the live music entertainment industry 
pertinent to this case are:
[GRAPHIC] [TIFF OMITTED] TN10FE10.000

    16. An artist manager serves as the ``CEO'' of a performer's 
business activities, advising in some or all phases of the performer's 
professional life (tours, appearances, recording deals, movies, 
advertising, etc.). Managers often are compensated based on a share of 
the performer's revenues or profits.
    17. The artist manager often hires booking agents to assist in 
arranging a concert event or tour. The manager or booking agent 
contracts with promoters, such as Live Nation. Under such contracts, 
the promoter typically receives the proceeds from gross ticket receipts 
and then pays the performer, venue, and other expenses associated with 
the event. For example, the

[[Page 6711]]

promoter generally contracts with the venue (or uses its own venues), 
arranges for local production services, and advertises and markets the 
concert. The promoter bears the downside risk of an event if tickets 
sell poorly and reaps the upside benefit if tickets sell well.
    18. Venue operators provide the facilities where the events will be 
held and often many of the associated services, such as concessions, 
parking, and security. Venues traditionally receive a fixed fee for 
hosting an event as well as proceeds from concessions, parking, and a 
share of merchandise sales (which may be controlled by the performer or 
promoter).
    19. Ticketing companies such as Ticketmaster arrange with venues--
and at times promoters--to provide primary ticketing services. They are 
responsible for distributing primary ticket inventory through channels 
such as the Internet, call centers, and retail outlets and for enabling 
the venue to sell tickets at its box office. The ticketing company 
provides the technology infrastructure for distribution. Primary 
ticketing firms also may provide technology and hardware that allow 
venues to manage fan entry at the event, including everything from 
handheld scanners that ushers use to check fans' tickets to the bar 
codes on the tickets themselves. In some cases, primary ticketing 
services are provided by the venue itself.
    20. The overall price a consumer pays for a ticket generally 
includes the face value of the ticket and a variety of service fees 
above the face value of the ticket. Such fees are most often charged by 
the provider of primary ticketing services. Venues generally receive a 
split of the money from ticket service fees. Often described as 
``convenience,'' ``processing,'' and ``delivery'' fees, these service 
fees can constitute a substantial portion of the overall cost of the 
ticket to the consumer.

B. Ticketmaster Dominates Primary Ticketing

    21. Ticketmaster has dominated primary ticketing, including primary 
ticketing for major concert venues, for over two decades. It derives 
substantial revenues from ticketing for venues that host major 
concerts. Other companies seek to compete against Ticketmaster for 
primary ticketing to major concert venues, but none has been 
particularly successful. In fact, no other competitor (other than Live 
Nation) has more than a four percent share, while in 2008 
Ticketmaster's share exceeded eighty percent among major concert 
venues. Plaintiffs have focused on the top 500 revenue generating 
venues in the United States as reported by Pollstar (referred to in 
this Complaint as ``major concert venues''). Pollstar is a widely used 
third-party service that collects information on ticket sales. The pie 
chart below shows primary ticketers' shares of major concert venues, 
based on seating capacity:
[GRAPHIC] [TIFF OMITTED] TN10FE10.001

    22. High shares are not the only indicators of Ticketmaster's 
dominance. Ticketmaster's revenues are much greater than those of the 
next several largest primary ticketing service competitors (other than 
Live Nation). Moreover, while other primary ticketing competitors do 
compete against Ticketmaster for primary ticketing rights at venues, 
Ticketmaster has had very high renewal rates.
    23. Ticketmaster's costs for distributing a ticket have been 
decreasing as consumers increasingly purchase tickets through the 
Internet. The cost-per-ticket to Ticketmaster for tickets sold through 
its Web site is significantly lower than the cost-per-ticket to 
Ticketmaster for tickets sold over the telephone or at a retail outlet. 
However, ticketing fees retained by Ticketmaster have not fallen as its 
distribution costs have declined.

C. Live Nation Decides To Enter Primary Ticketing

    24. Prior to entering into primary ticketing, Live Nation had been 
using Ticketmaster as its primary ticketing provider for its venues and 
was Ticketmaster's largest customer. In late 2006, Live Nation 
concluded that it was unlikely to renew the Ticketmaster contract. Live 
Nation began considering other options for its primary ticketing needs, 
including operating its own

[[Page 6712]]

primary ticketing business to ticket its own venues and to expand the 
service to third-party venues.
    25. On Dec. 20, 2007, Live Nation announced an agreement with CTS 
Eventim (``CTS''), the leading German primary ticketing provider. Under 
the agreement, Live Nation would use CTS technology to provide primary 
ticketing services to Live Nation's venues as well as third-party 
venues in the United States.

D. Live Nation Was a Competitive Threat to Ticketmaster

    26. As a promoter, Live Nation's relationships with many third-
party venues gave it the ability to offer third-party venues access to 
content. Live Nation believed that its prominence in promotions would 
give it immediate credibility in primary ticketing.
    27. Live Nation was in a position to challenge Ticketmaster's 
dominance in primary ticketing due to its control of venues. Live 
Nation selects the primary ticketing provider for over seventy-five 
live entertainment venues in the United States and had been 
Ticketmaster's largest customer.
    28. Live Nation also expected to compete on price with 
Ticketmaster. According to Live Nation, its concert promotion business 
operated on small margins, while Ticketmaster's margins from ticketing 
were substantially higher. Thus, entry into primary ticketing created 
an opportunity for Live Nation to increase its overall profit margin 
and disrupt Ticketmaster's business model by lowering service fees.

E. Live Nation Enters Primary Ticketing

    29. Live Nation's strategy was to launch Live Nation ticketing for 
its own venues in 2008, and then in late 2009 and early 2010 seek to 
compete for third-party ticketing contracts.
    30. Even before launching its ticketing platform, however, Live 
Nation began competing with Ticketmaster to win primary ticketing 
contracts for third-party venues. In September 2008, Live Nation signed 
a multi-year ticketing agreement with SMG, the world's largest venue 
management company, whereby it would have certain rights to ticket SMG-
managed venues as each venue's Ticketmaster contract ended.
    31. Using its promotion business as a stepping stone, Live Nation 
also began competing with Ticketmaster for the primary ticketing 
contracts for other venues. This was met with some early successes. For 
example, in October 2008, Live Nation won the ticketing contract at the 
Roseland Ballroom in New York City.
    32. Live Nation began selling tickets for its own and third-party 
venues on December 22, 2008. Almost overnight, Live Nation became the 
second-largest provider of primary ticketing in the United States.
    33. On February 10, 2009, Live Nation and Ticketmaster entered into 
a definitive merger agreement.
    34. Live Nation has sold millions of tickets using the CTS system. 
The pie chart below shows primary ticketers' shares of major concert 
venues, based on seating capacity, following Live Nation's entry into 
primary ticketing.
[GRAPHIC] [TIFF OMITTED] TN10FE10.002

V. Relevant Market

    35. Primary ticketing services are sold pursuant to terms 
individually negotiated with customers. The customers most directly and 
adversely affected by the merger are major concert venues, which 
generate substantial income from live music events. Major concert 
venues that generate substantial income from live music events can be 
readily identified, and market power can be selectively exercised 
against them, because there is no reasonable substitute service to 
which the customers could turn. Nor can these customers engage in 
arbitrage. The provision of primary ticketing services to major concert 
venues is a relevant price discrimination market and ``line of 
commerce'' within the meaning of Section 7 of the Clayton Act. See U.S. 
Dep't of Justice, Horizontal Merger Guidelines Sec.  1.12 (1997).
    36. The United States is the relevant geographic scope of the 
market. Major concert venues purchasing primary ticketing services are 
located throughout the United States.

VI. Anticompetitive Effects

    37. A combination of Ticketmaster and Live Nation would lead to a 
high share among providers of primary ticketing for major concert 
venues. The set of customers most likely to be affected by the merger 
of Ticketmaster and Live Nation are major concert venues. Ticketmaster 
has the vast share

[[Page 6713]]

of this primary ticketing business. As described in the pie chart in ] 
21, before Live Nation entered primary ticketing, Ticketmaster had an 
eighty-two percent share. The next largest share was Tickets.com at 
less than four percent. As depicted in the pie chart in ] 34, with Live 
Nation ticketing its own venues and some third-party venues, 
Ticketmaster's share in this same group is reduced to sixty-six percent 
and Live Nation becomes the second largest ticketer with a sixteen 
percent share more than four times larger than Tickets.com.
    38. The market for primary ticketing for major concert venues is 
highly concentrated. The proposed merger will further increase the 
degree of concentration to levels raising serious antitrust concerns as 
described in the Horizontal Merger Guidelines issued by the Department 
of Justice and the Federal Trade Commission. Id. Sec.  1.51.
    39. Using a measure of market concentration called the Herfindahl-
Hirschman Index (``HHI''), defined and explained in Appendix A, the 
post-acquisition HHIs increase by over 2,190 points, resulting in a 
post-acquisition HHI of over 6,900.
    40. The merger of Ticketmaster and Live Nation would eliminate Live 
Nation's competitive presence in the market for the provision of 
primary ticketing services for major concert venues, resulting in less 
aggressive competition, less pressure on the fees earned by 
Ticketmaster, and less innovation for venues and fans than would exist 
absent the merger. The proposed merger came at a time when Live Nation 
was just starting to make a competitive impact. Live Nation's ability 
to begin to attract third-party venues and stated intentions to compete 
on price likely would have resulted in increasingly competitive pricing 
and better services to major concert venues and consumers in the 
future. The proposed merger is likely to lessen competition for primary 
ticketing services for major concert venues.
    41. The proposed merger will also reduce the merged firm's 
incentive to innovate and improve their respective primary ticketing 
services. Ticketing innovations are less likely to occur in a post-
merger world in which Ticketmaster's dominance will continue and Live 
Nation's ticketing service has been shuttered. Notably, the benefits of 
quality enhancements and product variety that flow from experimentation 
would be far less likely to take place.

VII. Absence of Countervailing Factors

    42. Supply responses from competitors or potential competitors will 
not prevent likely anticompetitive effects of the proposed merger. The 
merged firm would possess significant advantages that any new or 
existing competitor would have to overcome to successfully compete with 
the merged firm.
    43. Ticketmaster has historically possessed competitive advantages. 
As a result, small ticketing firms have been limited in their ability 
to compete. With the merger, additional entry barriers are emerging. 
The merged firm's promotion and artist management businesses provide an 
additional challenge that small ticketing companies will now have to 
overcome. The ability to use its content as an inducement was the point 
that Live Nation touted as the basis on which Live Nation could 
challenge Ticketmaster in ticketing.
    44. No existing ticketing company or likely entrant possesses the 
combination of attributes to prevent the selective exercise of market 
power over the major concert venues by the merged firm. New entry into 
the provision and sale of primary ticketing services is costly and 
time-consuming. Major concert venues require primary ticketing services 
to be provided in the United States by service personnel located in the 
United States. It would take a new entrant a substantial investment of 
money and over two years to develop the combination of comparable 
characteristics necessary to compete with the merged firm in primary 
ticketing. New entry is not likely to occur in a timely or sufficient 
basis to prevent the anticompetitive effects that would otherwise 
result from the merger of Ticketmaster and Live Nation.

VIII. Violation Alleged

(Violation of Section 7 of the Clayton Act)

    45. The United States and the Plaintiff States incorporate the 
allegations of paragraphs 1 through 44 above.
    46. The proposed merger of Ticketmaster and Live Nation would 
likely substantially lessen competition in interstate trade and 
commerce in violation of Section 7 of the Clayton Act in the provision 
and sale of primary ticketing services for major concert venues. 15 
U.S.C. 18.
    47. The proposed merger threatens to reduce competition in a number 
of ways, including, among others:
    a. Eliminating the head-to-head competition between the merging 
parties;
    b. reducing the incentives of the merging parties to innovate and 
improve their primary ticketing services, including the loss of the 
increased opportunity for innovation from a firm engaged in 
experimentation in primary ticketing;
    c. impairing the ability of venue customers to benefit from 
competition between these firms, including competition based on price, 
terms, quality, service, and innovation; and
    d. impairing the ability of consumers to benefit from competition 
between these firms, including competition based on price, terms, 
quality, service, and innovation.
    48. The proposed merger of Ticketmaster and Live Nation likely will 
have the following effects:
    a. actual and potential competition between Ticketmaster and Live 
Nation in the provision and sale of primary ticketing services for 
major concert venues will be eliminated; and
    b. competition generally in the market for primary ticketing for 
major concert venues would be substantially lessened.

Requested Relief

    49. The United States and the Plaintiff States request that:
    a. The proposed merger of Ticketmaster and Live Nation be adjudged 
to violate Section 7 of the Clayton Act, 15 U.S.C. 18;
    b. Ticketmaster and Live Nation be enjoined from carrying out the 
proposed merger or carrying out any other agreement, understanding, or 
plan by which Ticketmaster and Live Nation would acquire, be acquired 
by, or merge with each other;
    c. the United States and Plaintiff States be awarded their costs of 
this action;
    d. the Plaintiff States be awarded their reasonable attorneys' 
fees; and
    e. the United States and Plaintiff States receive such other and 
further relief as the case requires and the Court deems just and 
proper.

Dated: January 25, 2010.

Respectfully submitted,

For Plaintiff United States:

Christine A. Varney (DC 411654),
Assistant Attorney General.

William F. Cavanaugh, Jr.,
Deputy Assistant Attorney General.

J. Robert Kramer II,
Director of Operations.

John R. Read (DC 419373),
Chief.

David C. Kully (DC 448763),
Assistant Chief.

Aaron D. Hoag,
Attorney.
U.S. Department of Justice, Antitrust Division, 450 Fifth Street, 
NW., Suite 4000, Washington, DC 20530, Telephone: (202) 514-5038, 
Fax: (202) 514-7308, e-mail: [email protected].

Ann Marie Blaylock (DC 967825),

[[Page 6714]]

Pam Cole,
Andrew J. Ewalt (DC 493433),
Timothy T. Finley (DC 471841),
Kerrie J. Freeborn (DC 503143),
Ethan C. Glass,
Christopher Hardee (DC 458168),
William H. Jones II,
Jacklin Chou Lem,
Creighton J. Macy,
Mary Beth Mcgee (DC 358694),
Lisa Scanlon,
Claude F. Scott, Jr. (DC 414906),
John M. Snyder (DC 456921),
Lauren Sun (DC 991508),
Jennifer A. Wamsley (DC 486540),
Weeun Wang,
Christina M. Wheeler,
Attorneys for the United States.

For Plaintiff State of Arizona

Terry Goddard,
Attorney General, State of Arizona.

Nancy M. Bonnell, AZ Bar 016382,
Antitrust Unit Chief.

Consumer Protection & Advocacy Section, 1275 West Washington, 
Phoenix, AZ 85007, Tel: (602) 542-7728, Fax: (602) 542-9088, e-mail: 
[email protected].

For Plaintiff State of Arizona

Terry Goddard,
Attorney General, State of Arizona.

Nancy M. Bonnell, AZ Bar  016382,
Antitrust Unit Chief.

Consumer Protection & Advocacy Section, 1275 West Washington, 
Phoenix, AZ 85007, Tel: (602) 542-7728, Fax: (602) 542-9088, e-mail: 
[email protected].

For Plaintiff State of Arkansas

Dustin McDaniel,
Attorney General, State of Arkansas.

David A. Curran, Arkansas Bar No. 2003031,
Assistant Attorney General.

323 Center St., Suite 200, Little Rock, AR 72201, Tel: (501) 682-
3561, Fax: (501) 682-8118, e-mail: [email protected].

For Plaintiff State of California

Edmund G. Brown Jr.,
Attorney General of the State of California.

Kathleen Foote, Sr. Assistant Attorney General.

Paula Lauren Gibson, State Bar No. 100780,
Deputy Attorney General, California Office of the Attorney General.

300 So. Spring Street, Suite 1702, Los Angeles, CA 90013, Tel: (213) 
897-0014, Fax: (213) 897-2801, e-mail: [email protected].

For Plaintiff State of Florida

Bill McCollum,
Attorney General, State of Florida.

Patricia A. Conners,
Associate Deputy Attorney General.

Lizabeth A. Brady,
Chief, Multistate Antitrust Enforcement.

Lisa Ann McGlynn,
Assistant Attorney General. Antitrust Division, PL-01; The Capitol, 
Tallahassee, FL 32399-1050, Tel: (850) 414-3300, Fax: (850) 488-
9134, e-mail: [email protected].

For Plaintiff State of Illinois

Lisa Madigan,
Attorney General.

By: Robert W. Pratt,
Chief, Antitrust Bureau, Office of the Attorney General, State of 
Illinois, 100 West Randolph Street, Chicago, Illinois 60601, Tel: 
(312) 814-3722, Fax: (312) 814-4209, e-mail: [email protected].

For Plaintiff State of Iowa

Thomas J. Miller,
Attorney General of Iowa.

Layne M. Lindebak,
Assistant Attorney General, Special Litigation Division, Iowa 
Department of Justice, Hoover Office Building-Second Floor, 1305 
East Walnut Street, Des Moines, Iowa 50319, Tel: (515) 281-7054, 
Fax: (515) 281-4902, e-mail: [email protected].

For Plaintiff State of Louisiana

James D. ``Buddy'' Caldwell,
Attorney General, State of Louisiana.

Stacie L. Deblieux, LA Bar 92142,
Assistant Attorney General, Public Protection Division, 1885 North 
Third St., Baton Roughe, LA 70802, Tel: (225) 326-6400, Fax: (225) 
326-6499, e-mail: [email protected].

For Plaintiff Commonwealth of Massachusetts

Martha Coakley,
Attorney General.

William T. Matlack, BBO 552109,
Chief, Antitrust Division.

Matthew M. Lyons, BBO 657685,
Assistant Attorneys General, Office of Attorney General Martha 
Coakley, One Ashburton Place, Boston, MA 02108, Tel: (617) 727-2200, 
Fax: (617) 727-5765, e-mail: [email protected], e-mail: 
[email protected].

For Plaintiff State of Nebraska

Jon Bruning,
Attorney General, State of Nebraska.

Leslie Campbell-Levy,
Assistant Attorney General, Chief, Consumer Protection & Antitrust, 
Nebraska Department of Justice, 2115 State Capitol, Lincoln, NE 
68509, Tel: (402) 471-2811, Fax: (402) 471-2957, e-mail: 
[email protected].

For Plaintiff State of Nevada

Catherine Cortez Masto,
Attorney General.

Eric Witkoski,
Consumer Advocate and Chief Deputy Attorney General.

By: Brian Armstrong,
Senior Deputy Attorney General, State of Nevada, Office of the 
Attorney General, Bureau of Consumer Protection, 555 E. Washington 
Ave., Suite 3900, Las Vegas, Nevada 89101, Tel: (702) 486-3420, Fax: 
(702) 486-3283, e-mail: [email protected].

    For Plaintiff State of Ohio

Richard Cordray,
Attorney General.

Jennifer L. Pratt,
Chief, Antitrust Department,

Patrick E. O'Shaughnessy (D.C. Bar  494394),
Senior Assistant Attorney General, 150 E. Gay St., 23rd Floor, 
Columbus, OH 43215, Tel: (614) 466-4328, Fax: (614) 995-0266, e-
mail: [email protected]., 
patrick.o'[email protected].

For Plaintiff State of Oregon

John R. Kroger,
Attorney General of Oregon.

By: Caren Rovics,
Senior Assistant Attorney General, Financial Fraud/Consumer 
Protection Section, Civil Enforcement Division, 1162 Court Street 
NE., Salem, OR 97301-4096, Tel: (503) 934-4400, Fax: (503) 378-5017, 
e-mail: [email protected].

    For Plaintiff Commonwealth of Pennsylvania

Tom Corbett,
Attorney General.

By: James A. Donahue, III,
Chief Deputy Attorney General, PA Bar No. 42624.

Jennifer A. Thomson, PA Bar No. 89360.

Norman W. Marden, PA Bar No. 203423.

Joseph S. Betsko, PA Bar No. 82620,
Deputy Attorneys General.

Office of Attorney General, Antitrust Section, 14th Floor Strawberry 
Square, Harrisburg, PA 17120, Tel: (717) 787-4530, Fax: (717) 705-
7110, e-mail: [email protected], e-mail: 
[email protected], e-mail: [email protected], 
e-mail: [email protected].

For Plaintiff State of Rhode Island

Patrick C. Lynch,
Attorney General, State of Rhode Island, 150 South Main Street, 
Providence, Rhode Island 02903, Tel: (401) 274-4400 ext. 2401, Fax: 
(401) 222-2295, e-mail: [email protected].

    For Plaintiff State of Tennessee

Robert E. Cooper, Jr.,
Attorney General and Reporter,

Victor J. Domen, Jr.,
Senior Counsel, State of Tennessee, 425 Fifth Avenue North, 
Nashville, TN 37243, Tel: (615) 532-5732, Fax: (615) 532-2910, e-
mail: [email protected].

For Plaintiff State of Texas

Greg Abbott,
Attorney General of Texas.

C. Andrew Weber,
First Assistant Attorney General.

David S. Morales,
Deputy Attorney General for Civil Litigation.

John T. Prud'homme,
Assistant Attorney General, Acting Chief, Antitrust Division.

David M. Ashton,
Assistant Attorney General, State Bar No. 24031828, Office of the 
Attorney General, 300 W. 15th Street, Austin, Texas 78701, Tel: 
(512) 936-1781, Fax: (512) 320-0975, e-mail: 
[email protected].
For Plaintiff State of Wisconsin

J.B. Van Hollen,
Attorney General, State of Wisconsin.

By: Gwendolyn J. Cooley, WI Bar 1053856,
17 West Main Street, Madison, WI 53703, Telephone: (608) 261-5810, 
Fax: (608) 267-2778, e-mail: [email protected].

[[Page 6715]]

Appendix A

Definition of HHI

    The term ``HHI'' means the Herfindahl-Hirschman Index, a commonly 
accepted measure of market concentration. The HHI is calculated by 
squaring the market share of each firm competing in the market and then 
summing the resulting numbers. For example, for a market consisting of 
four firms with shares of 30, 30, 20, and 20 percent, the HHI is 2,600 
(30\2\ + 30\2\ + 20\2\ + 20\2\ = 2,600). The HHI takes into account the 
relative size and distribution of the firms in a market. It approaches 
zero when a market is occupied by a large number of firms of relatively 
equal size and reaches its maximum of 10,000 when a market is 
controlled by a single firm. The HHI increases both as the number of 
firms in the market decreases and as the disparity in size between 
those firms increases.
    Markets in which the HHI is between 1000 and 1800 are considered to 
be moderately concentrated, and markets in which the HHI is in excess 
of 1800 points are considered to be highly concentrated. Transactions 
that increase the HHI by more than 100 points in highly concentrated 
markets presumptively raise significant antitrust concerns under the 
Department of Justice and Federal Trade Commission 1992 Horizontal 
Merger Guidelines.

Certificate of Service

    I, Aaron Hoag, hereby certify that on January 25, 2010, I caused a 
copy of the Complaint and attached Exhibits to be served on defendants 
Ticketmaster Entertainment, Inc., and Live Nation, Inc., by mailing the 
documents via E-mail to the duly authorized legal representatives of 
the defendants, as follows:

For Ticketmaster Entertainment, Inc. M., Sean Royall, Esq., Gibson, 
Dunn & Crutcher LLP, 1050 Connecticut Avenue, NW., Washington, DC 
20036, Tel: (202) 955-8546, Fax: (202) 467-0539, E-mail: 
[email protected].

For Live Nation, Inc., Michael Egge, Esq., Latham & Watkins LLP 555 
Eleventh Street, NW., Washington, DC 20004, Tel: (202) 637-2200, Fax: 
(202) 637-2201 E-Mail: [email protected].

Aaron D. Hoag, Esq.,
Attorney, U.S. Department of Justice, Antitrust Division, 450 Fifth 
Street, NW., Suite 4000, Washington, DC 20530, Telephone: (202) 514-
5038, Fax: (202) 514-7308, E-Mail: [email protected].

United States District Court for the District of Columbia

    United States of America, et al., Plaintiffs, v. Ticketmaster 
Entertainment, Inc. and Live Nation, Inc., Defendants.
Case: 1-10-cv-00139.
Date Filed: January 25, 2010.

[Proposed] Final Judgment

    Whereas, plaintiffs, United States of America, and the States of 
Arizona, Arkansas, California, Florida, Illinois, Iowa, Louisiana, 
Nebraska, Nevada, Ohio, Oregon, Rhode Island, Tennessee, Texas, and 
Wisconsin, and the Commonwealths of Massachusetts and Pennsylvania 
(``Plaintiff States'') filed their Complaint on January 25, 2010, the 
United States, Plaintiff States, and defendants, Ticketmaster 
Entertainment, Inc. and Live Nation, Inc., by their respective 
attorneys, have consented to the entry of this Final Judgment without 
trial or adjudication of any issue of fact or law, and without this 
Final Judgment constituting any evidence against or admission by any 
party regarding any issue of fact or law;
    And whereas, defendants agree to be bound by the provisions of this 
Final Judgment pending its approval by the Court;
    And whereas, the essence of this Final Judgment is the prompt and 
certain divestiture of certain rights or assets by the defendants and 
the imposition of certain conduct restrictions on defendants, to assure 
that competition is not substantially lessened;
    And whereas, the United States requires defendants to make certain 
divestitures for the purpose of remedying the loss of competition 
alleged in the Complaint;
    And whereas, defendants have represented to the United States that 
the divestitures required below can and will be made and that 
defendants will later raise no claim of hardship or difficulty as 
grounds for asking the Court to modify any of the divestiture 
provisions contained below;
    Now therefore, before any testimony is taken, without trial or 
adjudication of any issue of fact or law, and upon consent of the 
parties, it is ordered, adjudged and decreed:

I. Jurisdiction

    This Court has jurisdiction over the subject matter of and each of 
the parties to this action. The Complaint states a claim upon which 
relief may be granted against defendants under Section 7 of the Clayton 
Act, as amended (15 U.S.C. 18).

II. Definitions

    As used in this Final Judgment:
    A. ``AEG'' means Anschutz Entertainment Group, Inc., a company with 
its headquarters in Los Angeles, California, its successors and 
assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships, and joint ventures, and their directors, officers, 
managers, agents, and employees.
    B. ``Acquirer'' or ``Acquirers'' means the entity or entities to 
whom defendants divest the Divestiture Assets.
    C. ``Client Ticketing Data'' means financial data relating to a 
ticketing client's events including on-sale dates for a client's 
events, the number of tickets sold for the specific event, the proceeds 
from those sales for a specific event, ticket inventory that is made 
available on the Ticketmaster system, the number and location of 
tickets that are sold, the amount for which the tickets are sold, 
pricing, marketing and promotions run for the event, the sales as a 
result of the marketing or promotions, and the status of the ticket 
inventory. ``Client ticketing data'' does not include data that 
Defendants collect through other means (e.g., Web site tracking, user 
group surveys, public sources). Client Ticketing Data does not include 
data that is made public by a client or third party.
    D. ``Comcast-Spectacor'' means Comcast-Spectacor, L.P., a company 
with its headquarters in Philadelphia, Pennsylvania, its successors and 
assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships, and joint ventures, and their directors, officers, 
managers, agents, and employees.
    E. ``Condition'' means to explicitly or practically require buyers 
to take one product or set of services if they want to obtain a second 
product or set of services. In the absence of explicit conditioning, 
providing the buyer with an opportunity to buy the two products or sets 
of services separately is only conditioning if no reasonable buyer 
would be expected to accept the terms of the separate offers.
    F. ``Covered Employee'' means any employee of Defendants whose 
principal job responsibility involves the operation or day-to-day 
management of Defendants' venues, concert promotions, or artist 
management services.
    G. ``Defendants'' means either defendant acting individually or 
both defendants acting collectively, as appropriate. Where the Final 
Judgment imposes an obligation to engage in or refrain from engaging in 
certain conduct, that obligation shall apply as broadly as reasonable 
to each defendant

[[Page 6716]]

individually, both defendants acting together, and the merged firm.
    H. ``Divestiture Assets'' means the Ticketmaster Host Platform (via 
the binding agreement to license and to provide private label ticketing 
services to the Ticketmaster Host Platform Acquirer as required in 
Section IV.A) and Paciolan.
    I. ``Exempted Employee'' means any employee of Defendants who is 
not a Covered Employee, including: (a) Any senior corporate officer, 
director or manager with responsibilities that include oversight of 
Defendants' provision of Primary Ticketing Services; and (b) any 
employee whose primary responsibilities solely include accounting, 
human resources, legal, information systems, and/or finance.
    J. ``Live Entertainment Event'' means a live music concert for 
which tickets are sold to the public.
    K. ``Live Nation'' means defendant Live Nation, Inc., a Delaware 
corporation with its headquarters in Beverly Hills, California, its 
successors and assigns, and its subsidiaries (whether partially or 
wholly owned), divisions, groups, affiliates, partnerships, and joint 
ventures, and their directors, officers, managers, agents, and 
employees.
    L. ``Merger'' means the merger of Ticketmaster and Live Nation.
    M. ``Paciolan'' means Paciolan, Inc., a Delaware corporation which 
is engaged in the provision of ticketing services to venues or other 
organizations under the Paciolan or Ticketmaster Irvine names, and 
which includes:
    1. All tangible assets that comprise the Paciolan line of business, 
including servers and other computer hardware; research and development 
activities; all fixed assets, personal property, inventory, office 
furniture, materials, supplies, and other tangible property and all 
assets used exclusively in connection with Paciolan; all licenses, 
permits and authorizations issued by any governmental organization 
relating to Paciolan; all contracts, teaming arrangements, agreements, 
leases (including the lease to the Paciolan headquarters in Irvine, 
California), commitments, certifications, and understandings, relating 
to Paciolan, including supply agreements; all customer lists, 
contracts, accounts, and credit records; all repair and performance 
records and all other records relating to Paciolan;
    2. All intangible assets used in the development, distribution, 
production, servicing and sale of Paciolan, including, but not limited 
to, all patents, contractual rights (including contractual rights to 
provide ticketing services and employment contracts), licenses and 
sublicenses, intellectual property, copyrights, trademarks, trade 
names, service marks, service names, technical information, computer 
software and related documentation, know-how, trade secrets, drawings, 
blueprints, designs, design protocols, specifications for materials, 
specifications for parts and devices, safety procedures for the 
handling of materials and substances, all research data concerning 
historic and current research and development relating to Paciolan, 
quality assurance and control procedures, design tools and simulation 
capability, all manuals and technical information defendants provide to 
their own employees, customers, suppliers, agents or licensees, and all 
research data concerning historic and current research and development 
efforts relating to Paciolan, including, but not limited to, designs of 
experiments, and the results of successful and unsuccessful designs and 
experiments. Preexisting commitments to transfer contractual rights 
from Paciolan to another entity that are specifically identified in the 
Paciolan sales agreement are excluded from this definition.
    N. ``Paciolan Acquirer'' means the entity to whom defendants divest 
Paciolan.
    O. ``Primary Ticketing Services'' means a collection of services 
provided to venues or other customers to enable the initial sale of 
tickets for live entertainment events directly to customers and enable 
the validation of tickets at the venue to control access to the event.
    P. ``Provide Live Entertainment Events'' and ``Provision of Live 
Entertainment Events'' mean services reasonably necessary to plan, 
promote, market and settle a Live Entertainment Event, including but 
not limited to concert promotion services provided by firms such as 
Live Nation and the provision of artists managed by firms such as Front 
Line. The Promotion of Live Entertainment Events specifically does not 
include the provision of primary ticketing services, venue management 
services and/or tour design and construction services.
    Q. ``Retaliate'' means refusing to Provide Live Entertainment 
Events to a Venue Owner, or Providing Live Entertainment Events to a 
Venue Owner on less favorable terms, for the purpose of punishing or 
disciplining a Venue Owner because the Venue Owner has contracted or is 
contemplating contracting with a company other than Defendants for 
Primary Ticketing Services. The term ``Retaliate'' does not mean 
pursuing a more advantageous deal with a competing Venue Owner.
    R. ``Ticket Buyer Data'' means non-public identifying information 
for ticket buyers for a specific event (including, if provided, the 
buyer's name, phone number, e-mail address, and mailing address) that 
Defendants collect in the course of providing a ticketing client's 
Primary Ticketing Services. Ticket Buyer Data does not include data 
that Defendants collect solely through other means (e.g., Web site 
tracking, user group surveys, public sources).
    S. ``Ticketmaster'' means defendant Ticketmaster Entertainment, 
Inc., a Delaware corporation with its headquarters in West Hollywood, 
California, its successors and assigns, and its subsidiaries (whether 
partially or wholly owned), divisions, groups, affiliates, 
partnerships, and joint ventures, and their directors, officers, 
managers, agents, and employees.
    T. ``Ticketmaster Host Platform'' means the primary Ticketmaster 
software used by Ticketmaster to sell primary tickets in the United 
States. The Ticketmaster Host Platform includes the following software: 
Ticketmaster Classic Ticketing System (also called Ticketmaster Host); 
Ticketmaster.com full Web site package; Access Management; payment 
processing and settlements; and PCI point of sale system (for phone and 
outlets).
    U. ``Ticketmaster Host Platform Acquirer'' means AEG, the entity 
with whom defendants will enter into a binding agreement to license the 
Ticketmaster Host Platform.
    V. ``Venue Owner'' means a person or company that owns, operates, 
or manages one or more venues that host Live Entertainment Events.

III. Applicability

    A. This Final Judgment applies to Ticketmaster and Live Nation, as 
defined above, and all other persons in active concert or participation 
with any of them who receive actual notice of this Final Judgment by 
personal service or otherwise.
    B. If, prior to complying with Sections IV and V of this Final 
Judgment, Defendants sell or otherwise dispose of all or substantially 
all of their assets or of lesser business units that include the 
Divestiture Assets, they shall require the purchaser to be bound by the 
provisions of this Final Judgment. Defendants need not obtain such an 
agreement from the Acquirers of the assets divested pursuant to this 
Final Judgment.

IV. Divestiture

    A. Defendants are ordered and directed not to consummate the Merger

[[Page 6717]]

until they have entered into a binding agreement to license the 
Ticketmaster Host Platform to the Ticketmaster Host Platform Acquirer 
and to provide private label ticketing services to the Ticketmaster 
Host Platform Acquirer in a manner consistent with this Final Judgment 
and with the following terms and conditions:
    1. The agreement shall include the option, exercisable at the 
discretion of the Ticketmaster Host Platform Acquirer, to acquire a 
non-exclusive, perpetual, fully paid-up license to the Ticketmaster 
Host Platform. The license shall include a copy of the source code of 
the Ticketmaster Host Platform and shall permit the Ticketmaster Host 
Platform Acquirer to modify the software in any manner without 
limitation and without any requirement to license back any improvements 
to Defendants. If the option is exercised, Defendants shall promptly 
begin the installation of a fully functional ticketing system and Web 
site in the facilities of the Ticketmaster Host Platform Acquirer and 
shall complete the installation within a reasonable time pursuant to a 
schedule subject to approval by the United States, after consultation 
with Plaintiff States. Defendants shall warrant that the system is 
current as of the time of installation and operational for use in 
providing Primary Ticketing Services. Defendants shall provide 
reasonable training and support to enable the Ticketmaster Host 
Platform Acquirer to operate the software and to understand the source 
code so that it can make independent changes to the code. The license 
shall permit the Ticketmaster Host Platform Acquirer to transfer the 
license following the complete installation of the Ticketmaster Host 
Platform. The scope of use of the license shall be at least the United 
States.
    2. The agreement shall include a private label ticketing agreement 
pursuant to which Ticketmaster shall provide private label ticketing 
services to the Ticketmaster Host Platform Acquirer for a period of no 
more than five years from the date of execution of the license. The 
private label ticketing agreement shall be on such reasonable terms and 
conditions that will enable the Ticketmaster Host Platform Acquirer to 
compete effectively against Ticketmaster to secure contracts for the 
provision of Primary Ticketing Services. The private label ticketing 
agreement shall give the Ticketmaster Host Platform Acquirer all 
control over the ticketing fees charged individual consumers or clients 
of the Ticketmaster Host Platform Acquirer for tickets sold pursuant to 
the agreement and Defendants shall have no right or ability to set 
these ticketing fees. Ticketmaster shall, at the request of the 
Ticketmaster Host Platform Acquirer, post on the main Ticketmaster 
public Web site links to events sold under the private label ticketing 
agreement, subject to reasonable, non-discriminatory, and customary 
terms and conditions. Ticketmaster shall customize a separate Web site 
for the Ticketmaster Host Platform Acquirer with branding, look, and 
feel to be determined by the Ticketmaster Host Platform Acquirer. The 
private label ticketing services as described in this Section shall be 
operational within six months from the date that the binding agreement 
to license Ticketmaster Host Platform becomes effective.
    B. Defendants shall implement the Ticketmaster Host Platform 
binding agreement required by Section IV.A and any resulting 
Ticketmaster Host Platform license in a manner consistent with the 
terms of Section IV.A. Defendants shall comply with the terms of the 
Ticketmaster Host Platform binding agreement required by Section IV.A 
and any resulting Ticketmaster Host Platform license, provided that 
nothing in the Ticketmaster Host Platform binding agreement or 
resulting Ticketmaster Host Platform license can relieve Defendants of 
any obligations imposed by this Final Judgment.
    C. Defendants shall, as soon as possible, but within one business 
day after completion of the relevant event, notify the United States 
and Plaintiff States of: (1) The effective date of the Merger and (2) 
the effective date of the binding agreement to license to the 
Ticketmaster Host Platform Acquirer.
    D. If the Ticketmaster Host Platform Acquirer exercises its option 
to license the Ticketmaster Host Platform, Defendants shall waive any 
non-compete agreements that would prevent any employee of Defendants 
whose primary responsibility is the development or operation of the 
Ticketmaster Host Platform from joining the Ticketmaster Host Platform 
Acquirer.
    E. Defendants are ordered and directed, concurrently with the 
closing of the Merger, to enter into a Letter of Intent to divest 
Paciolan to Comcast-Spectacor in a manner consistent with this Final 
Judgment. Within sixty (60) calendar days of closing the Merger, 
Defendants shall complete the divestiture of Paciolan in a manner 
consistent with this Final Judgment to Comcast-Spectacor or an 
alternative Acquirer acceptable to the United States, in its sole 
discretion, after consultation with Plaintiff States. Defendants agree 
to use their best efforts to divest the Divestiture Assets as 
expeditiously as possible.
    F. Defendants shall provide the United States and the Paciolan 
Acquirer information relating to the personnel involved in the 
production, operation, development and sale of Paciolan at any time 
since Ticketmaster acquired Paciolan to enable the Paciolan Acquirer to 
make offers of employment. Defendants will not interfere with any 
negotiations by the Paciolan Acquirer to employ any defendant employee 
whose primary responsibility is the production, operation, development, 
and sale of Paciolan, and shall waive any non-compete agreements that 
would prevent any such employee from joining the Paciolan Acquirer. 
Nothing in this Section shall prohibit defendants from making offers of 
continued employment to, continuing to employ, or continuing to use the 
services of any of their employees, including personnel involved in the 
production, operation, development and marketing of Paciolan and its 
ticketing system, subject to the overarching limitation that the 
agreement to sell Paciolan to the Paciolan Acquirer must ensure that 
the Paciolan Acquirer will be able to adequately staff Paciolan in a 
manner that enables the Paciolan Acquirer to successfully compete as a 
provider of Primary Ticketing Services, as determined by United States 
in its sole discretion. In addition, nothing in this Section shall 
prohibit defendants from maintaining any reasonable restrictions on the 
disclosure by an employee who accepts an offer of employment with the 
Paciolan Acquirer of the defendants' proprietary non-public information 
that is (1) not otherwise required to be disclosed by this Final 
Judgment, (2) related solely to the defendants' businesses and clients, 
and (3) not related to the production, operation, development, and 
marketing of Paciolan and its ticketing system.
    G. Defendants shall permit the Paciolan Acquirer to have reasonable 
access to personnel and to make inspections of the physical facilities 
of Paciolan; access to any and all environmental, zoning, and other 
permit documents and information; access to any and all financial, 
operational, or other documents and information customarily provided as 
part of a due diligence process.
    H. Defendants shall warrant to the Paciolan Acquirer that each 
asset it acquires will be operational on the date of sale.
    I. Defendants shall warrant to the Paciolan Acquirer that there are 
no material defects in the environmental,

[[Page 6718]]

zoning, or other permits pertaining to the operation of Paciolan, and 
that following the sale of Paciolan, defendants will not undertake, 
directly or indirectly, any challenges to the environmental, zoning, or 
other permits relating to the operation of Paciolan.
    J. Defendants shall not take any action that will impede in any way 
the permitting, operation, use, or divestiture of the Divestiture 
Assets.
    K. Unless the United States otherwise consents in writing, after 
consultation with Plaintiff States, the divestitures pursuant to 
Section IV of this Final Judgment shall include the entire Divestiture 
Assets, and shall be accomplished in such a way as to satisfy the 
United States, in its sole discretion, after consultation with 
Plaintiff States, that the Divestiture Assets can and will be used by 
the Acquirer(s) as part of a viable, ongoing business, engaged in 
providing Primary Ticketing Services. Divestiture of the Divestiture 
Assets may be made to one or more Acquirers, provided that in each 
instance it is demonstrated to the sole satisfaction of the United 
States, after consultation with Plaintiff States, that the Divestiture 
Assets will remain viable and the divestiture of such assets will 
remedy the competitive harm alleged in the Complaint. The divestitures, 
whether pursuant to Section IV or Section V of this Final Judgment,
    1. shall be made to an Acquirer(s) that, in the United States's 
sole judgment, after consultation with Plaintiff States, has the intent 
and capability (including the necessary managerial, operational, 
technical and financial capability) of competing effectively in the 
business of providing Primary Ticketing Services; and
    2. shall be accomplished so as to satisfy the United States, in its 
sole discretion, after consultation with Plaintiff States, that none of 
the terms of any agreement between an Acquirer(s) and Defendants give 
Defendants the ability unreasonably to raise the Acquirer's costs, to 
lower the Acquirer's efficiency, or otherwise to interfere in the 
ability of the Acquirer to compete effectively.

V. Appointment of Trustee To Effect Divestiture

    A. If Defendants have not divested Paciolan as specified in Section 
IV.E, defendants shall notify the United States of that fact in 
writing. Upon application of the United States, the Court shall appoint 
a trustee selected by the United States and approved by the Court to 
divest Paciolan in a manner consistent with this Final Judgment. 
Defendants consent to appointment of a trustee prior to entry of this 
Final Judgment if Paciolan has not been divested within the time 
periods provided in Section IV.E.
    B. After the appointment of a trustee becomes effective, only the 
trustee shall have the right to sell Paciolan. The trustee shall have 
the power and authority to accomplish the divestiture to an Acquirer 
acceptable to the United States, after consultation with Plaintiff 
States, at such cash price and on such terms as are then obtainable 
upon reasonable effort by the trustee, subject to the provisions of 
Sections IV, V, and VI of this Final Judgment, and shall have such 
other powers as this Court deems appropriate.
    C. Subject to Section V.E of this Final Judgment, the trustee may 
hire at the cost and expense of defendants any investment bankers, 
attorneys, or other agents, who shall be solely accountable to the 
trustee, reasonably necessary in the trustee's judgment to assist in 
the divestiture.
    D. Defendants shall not object to a sale by the trustee on any 
ground other than the trustee's malfeasance. Any such objections by 
defendants must be conveyed in writing to the United States and the 
trustee within ten (10) calendar days after the trustee has provided 
the notice required under Section VI.
    E. The trustee shall serve at the cost and expense of defendants, 
on such terms and conditions as the United States approves, and shall 
account for all monies derived from the sale of the assets sold by the 
trustee and all costs and expenses so incurred. After approval by the 
Court of the trustee's accounting, including fees for its services and 
those of any professionals and agents retained by the trustee, all 
remaining money shall be paid to defendants and the trust shall then be 
terminated. The compensation of the trustee and any professionals and 
agents retained by the trustee shall be reasonable in light of the 
value of Paciolan and based on a fee arrangement providing the trustee 
with an incentive based on the price and terms of the divestiture and 
the speed with which it is accomplished, but timeliness is paramount.
    F. Defendants shall use their best efforts to assist the trustee in 
accomplishing the required divestiture. The trustee and any 
consultants, accountants, attorneys, and other persons retained by the 
trustee shall have full and complete access to the personnel, books, 
records, and facilities of the business to be divested, including any 
information provided to the United States during its investigation of 
the merger related to the business to be divested, and defendants shall 
develop financial and other information relevant to such business as 
the trustee may reasonably request, subject to reasonable protection 
for trade secret or other confidential research, development, or 
commercial information. Defendants shall take no action to interfere 
with or to impede the trustee's accomplishment of the divestiture.
    G. After its appointment, the trustee shall file monthly reports 
with the United States, Plaintiff States, and the Court setting forth 
the trustee's efforts to accomplish the divestiture ordered under this 
Final Judgment. To the extent such reports contain information that the 
trustee deems confidential, such reports shall not be filed in the 
public docket of the Court. Such reports shall include the name, 
address, and telephone number of each person who, during the preceding 
month, made an offer to acquire, expressed an interest in acquiring, 
entered into negotiations to acquire, or was contacted or made an 
inquiry about acquiring, any interest in Paciolan, and shall describe 
in detail each contact with any such person. The trustee shall maintain 
full records of all efforts made to divest Paciolan.
    H. If the trustee has not accomplished the divestiture ordered 
under this Final Judgment within six (6) months after its appointment, 
the trustee shall promptly file with the Court a report setting forth 
(1) the trustee's efforts to accomplish the required divestiture, (2) 
the reasons, in the trustee's judgment, why the required divestiture 
has not been accomplished, and (3) the trustee's recommendations. To 
the extent such reports contain information that the trustee deems 
confidential, such reports shall not be filed in the public docket of 
the Court. The trustee shall at the same time furnish such report to 
the United States which shall have the right to make additional 
recommendations consistent with the purpose of the trust. The Court 
thereafter shall enter such orders as it shall deem appropriate to 
carry out the purpose of the Final Judgment, which may, if necessary, 
include extending the trust and the term of the trustee's appointment 
by a period requested by the United States.

VI. Notice of Proposed Divestiture

    A. Within two (2) business days following execution of a definitive 
divestiture agreement, defendants shall notify the United States and 
Plaintiff States of any proposed divestiture required by Section IV of 
this Final Judgment. Within two (2) business days following execution 
of a definitive divestiture agreement, the trustee shall notify the 
United States and Plaintiff

[[Page 6719]]

States of any proposed divestiture required by Section V of this Final 
Judgment. The notice shall set forth the details of the proposed 
divestiture and list the name, address, and telephone number of each 
person not previously identified who offered or expressed an interest 
in or desire to acquire any ownership interest in Paciolan, together 
with full details of the same.
    B. Within fifteen (15) calendar days of receipt by the United 
States and Plaintiff States of such notice, the United States may 
request from defendants, the proposed Acquirer(s), any other third 
party, or the trustee if applicable, additional information concerning 
the proposed divestiture, the proposed Acquirer(s), and any other 
potential Acquirer. Defendants and the trustee shall furnish any 
additional information requested within fifteen (15) calendar days of 
the receipt of the request, unless the parties shall otherwise agree.
    C. Within thirty (30) calendar days after receipt of the notice or 
within twenty (20) calendar days after the United States and Plaintiff 
States has been provided the additional information requested from 
defendants, the proposed Acquirer(s), any third party, and the trustee, 
whichever is later, the United States shall provide written notice to 
defendants and the trustee, if there is one, stating whether or not it 
objects to the proposed divestiture. If the United States, after 
consultation with Plaintiff States, provides written notice that it 
does not object, the divestiture may be consummated, subject only to 
defendants' limited right to object to the sale under Section V.C of 
this Final Judgment. Absent written notice that the United States does 
not object to the proposed Acquirer(s) or upon objection by the United 
States, a divestiture proposed under Section IV or Section V shall not 
be consummated. Upon objection by defendants under Section V.D, a 
divestiture proposed under Section V shall not be consummated unless 
approved by the Court.

VII. Financing

    Defendants shall not finance all or any part of any purchase made 
pursuant to Section IV or V of this Final Judgment.

VIII. Hold Separate

    Until the divestiture required by this Final Judgment has been 
accomplished, defendants shall take all steps necessary to comply with 
the Hold Separate Stipulation and Order entered by this Court. 
Defendants shall take no action that would jeopardize the divestiture 
ordered by this Court.

IX. Anti-Retaliation Provision and Other Provisions Designed To Promote 
Competition

    A. Defendants shall not:
    1. Retaliate against a Venue Owner because it is known to 
Defendants that the Venue Owner is or is contemplating contracting with 
a company other than Defendants for Primary Ticketing Services;
    2. Condition or threaten to Condition the Provision of Live 
Entertainment Events to a Venue Owner based on that Venue Owner 
refraining from contracting with a company other than Defendants for 
Primary Ticketing Services; or
    3. Condition or threaten to Condition the provision of Primary 
Ticketing Services to a Venue Owner based on that Venue Owner 
refraining from contracting with a company other than Defendants for 
the Provision of Live Entertainment Events.
    Nothing in this Section prevents Defendants from bundling their 
services and products in any combination or from exercising their own 
business judgment in whether and how to pursue, develop, expand, or 
compete for any ticketing, venue, promotions, artist management, or any 
other business, so long as Defendants do so in a manner that is not 
inconsistent with the provisions of this Section.
    Evidence that Defendants do or do not (a) bid for, contract with, 
win, or retain a venue, artist, or promoter as a client, and/or (b) 
promote a show or shows in particular buildings or group of buildings 
(even where similar shows historically have been promoted in those 
buildings) is not alone sufficient to establish, or create a 
presumption of, a violation of this Section.
    B. Defendants shall not disclose to any Covered Employee any Client 
Ticketing Data. Defendants however: (1) May disclose Client Ticketing 
Data concerning a specific event to any Covered Employee involved in 
the promotion of that event or the management of the artist who 
performed at that event, if it does so on the same terms it generally 
provides such information to other promoters or artist managers not 
affiliated with Defendants; (2) may disclose Client Ticketing Data to 
an Exempted Employee who requires the information in order to perform 
his or her job function(s); provided however, that such Exempted 
Employee may not use Client Ticketing Data to perform any job 
function(s) that primarily involve(s) the day-to-day operation or 
management of Defendants' venues, concert promotions, or artist 
management services; and (3) may disclose Client Ticketing Data to any 
Defendant employee where so required by law, government regulation, 
legal process, or court order, so long as such disclosure is limited to 
fulfillment of that purpose.
    C. If any client of Defendants' primary ticketing services chooses 
not to renew a contract for Primary Ticketing Services with Defendants 
for some or all of its venues, upon the expiration of that contract and 
the written request of the client, Defendants shall within forty-five 
(45) days provide the client with a complete copy of all Client 
Ticketing Data and all Ticket Buyer Data historically maintained by 
Defendants for such venue(s) in the ordinary course of business, in a 
form that is reasonably usable by the client. Nothing in this provision 
shall be read to: (1) Alter any rights Defendants would otherwise have 
to Client Ticketing Data or Ticket Buyer Data pursuant to the Primary 
Ticketing Services contract with the client, and/or its historical 
custom, practice, and course of dealing with the client; or (2) limit 
any rights the client would otherwise have to its Client Ticketing Data 
or Ticket Buyer Data pursuant to the Primary Ticketing Services 
contract with Defendants and/or its historical custom, practice, and 
course of dealing with Defendants. Defendants shall maintain Client 
Ticketing Data and Ticket Buyer Data on behalf of its clients for no 
less than three (3) years. This provision only applies to contracts for 
Primary Ticketing Services in effect prior to the entry of this Final 
Judgment.

X. Affidavits

    A. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, and every thirty (30) calendar days thereafter until 
the divestitures have been completed under Section IV or Section V, 
defendants shall deliver to the United States and Plaintiff States an 
affidavit as to the fact and manner of its compliance with Section IV 
or Section V of this Final Judgment. Each such affidavit shall include 
the name, address, and telephone number of each person who, during the 
preceding thirty (30) calendar days, made an offer to acquire, 
expressed an interest in acquiring, entered into negotiations to 
acquire, or was contacted or made an inquiry about acquiring, any 
interest in the Divestiture Assets, and shall describe in detail each 
contact with any such person during that period. Each such affidavit 
shall also include a description of the efforts defendants have taken 
to solicit buyers for the Divestiture Assets, and to provide

[[Page 6720]]

required information to prospective Acquirers, including the 
limitations, if any, on such information. Assuming the information set 
forth in the affidavit is true and complete, any objection by the 
United States, after consultation with Plaintiff States, to information 
provided by defendants, including limitation on information, shall be 
made within fourteen (14) calendar days of receipt of such affidavit.
    B. Every two (2) months prior to the private label ticketing 
agreement described in Section IV.A.2 becoming operational, and every 
six (6) months thereafter, defendants shall deliver to the United 
States and Plaintiff States an affidavit that describes in reasonable 
detail all actions defendants have taken and all steps defendants have 
implemented on an ongoing basis to comply with Section IV.A and the 
terms of Ticketmaster Host Platform binding agreement.
    C. Defendants shall, in addition, deliver to the United States and 
Plaintiff States an affidavit describing any revised or amended 
agreements with the Ticketmaster Host Platform Acquirer relating to the 
agreement required by Section IV.A. Such notice shall be delivered to 
the United States and Plaintiff States at least fifteen (15) calendar 
days prior to the effective date of the revised or amended agreement 
and Defendants shall not implement any amended agreement if the United 
States, after consultation with Plaintiff States, objects during the 
fifteen (15) day notice period.
    D. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, defendants shall deliver to the United States and 
Plaintiff States an affidavit that describes in reasonable detail all 
actions defendants have taken and all steps defendants have implemented 
on an ongoing basis to comply with Section VIII of this Final Judgment. 
Defendants shall deliver to the United States and Plaintiff States an 
affidavit describing any changes to the efforts and actions outlined in 
defendants' earlier affidavits filed pursuant to this section within 
fifteen (15) calendar days after the change if implemented.
    E. Defendants shall keep all records of all efforts made to 
preserve and divest the Divestiture Assets until one year after such 
divestiture has been completed.

XI. Compliance Inspection

    A. For purposes of determining or securing compliance with this 
Final Judgment, or of determining whether the Final Judgment should be 
modified or vacated, and subject to any legally recognized privilege, 
from time to time duly authorized representatives of the United States 
Department of Justice, including consultants and other persons retained 
by the United States, shall, upon written request of an authorized 
representative of the Assistant Attorney General in charge of the 
Antitrust Division, and on reasonable notice to defendants, be 
permitted:
    1. access during defendants' office hours to inspect and copy, or 
at the option of the United States, to require defendants to provide 
hard copy or electronic copies of, all books, ledgers, accounts, 
records, data, and documents in the possession, custody, or control of 
defendants, relating to any matters contained in this Final Judgment; 
and
    2. to interview, either informally or on the record, defendants' 
officers, employees, or agents, who may have their individual counsel 
present, regarding such matters. The interviews shall be subject to the 
reasonable convenience of the interviewee and without restraint or 
interference by defendants.
    B. Upon the written request of an authorized representative of the 
Assistant Attorney General in charge of the Antitrust Division, 
defendants shall submit written reports, under oath if requested, 
relating to any of the matters contained in this Final Judgment as may 
be requested. Written reports authorized under this paragraph may, at 
the sole discretion of the United States, require Defendants to 
conduct, at Defendants' cost, an independent audit or analysis relating 
to any of the matters contained in this Final Judgment.
    C. No information or documents obtained by the means provided in 
this section shall be divulged by the United States to any person other 
than an authorized representative of the executive branch of the United 
States, or the Attorney General's Office of any other plaintiff, except 
in the course of legal proceedings to which the United States is a 
party (including grand jury proceedings), or for the purpose of 
securing compliance with this Final Judgment, or as otherwise required 
by law.
    D. If at the time information or documents are furnished by 
defendants to the United States, defendants represent and identify in 
writing the material in any such information or documents to which a 
claim of protection may be asserted under Rule 26(c)(1)(G) of the 
Federal Rules of Civil Procedure, and defendants mark each pertinent 
page of such material, ``Subject to claim of protection under Rule 
26(c)(1)(G) of the Federal Rules of Civil Procedure,'' then the United 
States shall give defendants ten (10) calendar days notice prior to 
divulging such material in any legal proceeding (other than a grand 
jury proceeding).

XII. Notification

    Unless such transaction is otherwise subject to the reporting and 
waiting period requirements of the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976, as amended, 15 U.S.C. 18a (the ``HSR Act''), 
defendants, without providing advance notification to the United States 
and Plaintiff States, shall not directly or indirectly acquire any 
assets of or any interest, including any financial, security, loan, 
equity or management interest, in any person that, at any time during 
the twelve (12) months immediately preceding such acquisition, was 
engaged in the United States in providing Primary Ticketing Services 
during the term of this Final Judgment.
    Such notification shall be provided to the United States and 
Plaintiff States in the same format as, and per the instructions 
relating to the Notification and Report Form set forth in the Appendix 
to Part 803 of Title 16 of the Code of Federal Regulations as amended. 
Notification shall be provided at least thirty (30) calendar days prior 
to acquiring any such interest, and shall include, beyond what may be 
required by the applicable instructions, the names of the principal 
representatives of the parties to the agreement who negotiated the 
agreement, and any management or strategic plans discussing the 
proposed transaction. If within the 30-day period after notification, 
representatives of the United States make a written request for 
additional information, defendants shall not consummate the proposed 
transaction or agreement until twenty (20) calendar days after 
submitting all such additional information. Early termination of the 
waiting periods in this paragraph may be requested and, where 
appropriate, granted in the same manner as is applicable under the 
requirements and provisions of the HSR Act and rules promulgated 
thereunder. This Section shall be broadly construed and any ambiguity 
or uncertainty regarding the filing of notice under this Section shall 
be resolved in favor of filing notice.

XIII. No Reacquisition

    A. Defendants may not reacquire any part of the Divestiture Assets 
during the term of this Final Judgment.
    B. Following the expiration of the private label ticketing 
agreement with the Ticketmaster Host Platform Acquirer required by 
Section IV.A.2: (1)

[[Page 6721]]

Defendants shall not provide Primary Ticketing Services to any venues 
in North America for which, by virtue of an ownership interest, the 
Ticketmaster Host Platform Acquirer controls the rights to select the 
Primary Ticketing Services provider; and (2) for all other venues in 
North America, Defendants shall not provide Primary Ticketing Services 
on behalf of or pursuant to a ticketing contract with the Ticketmaster 
Host Platform Acquirer. Nothing in this Section shall prevent 
Defendants from: (1) Competing to provide Primary Ticketing Services to 
venues (including such venues managed by the Ticketmaster Host Platform 
Acquirer) other than those for which, by virtue of an ownership 
interest, the Ticketmaster Host Platform Acquirer controls the rights 
to select the Primary Ticketing Services provider; and (2) providing 
Primary Ticketing Services to artist fan clubs in venues owned, 
operated, or managed by the Ticketmaster Host Platform Acquirer.

XIV. Retention of Jurisdiction

    This Court retains jurisdiction to enable any party to this Final 
Judgment to apply to this Court at any time for further orders and 
directions as may be necessary or appropriate to carry out or construe 
this Final Judgment, to modify any of its provisions, to enforce 
compliance, and to punish violations of its provisions.

XV. Expiration of Final Judgment

    Unless this Court grants an extension, this Final Judgment shall 
expire ten years from the date of its entry.

XVI. Public Interest Determination

    Entry of this Final Judgment is in the public interest. The parties 
have complied with the requirements of the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16, including making copies available to the 
public of this Final Judgment, the Competitive Impact Statement, and 
any comments thereon and the United States' responses to comments. 
Based upon the record before the Court, which includes the Competitive 
Impact Statement and any comments and response to comments filed with 
the Court, entry of this Final Judgment is in the public interest.

Date: Court approval subject to procedures of the Antitrust 
Procedures and Penalties Act, 15 U.S.C. 16:
United States District Judge

United States District Court for the District of Columbia

    United States of America, et al., Plaintiffs, v. Ticketmaster 
Entertainment, Inc. and Live Nation, Inc., Defendants.
Case: 1:10-cv-00139
Assigned to: Collyer, Rosemary M.
Assign. Date: 1/25/2010
Description: Antitrust

Competitive Impact Statement

    Plaintiff United States of America (``United States''), pursuant to 
Section 2(b) of the Antitrust Procedures and Penalties Act (``APPA'' or 
``Tunney Act''), 15 U.S.C. 16(b)-(h), files this Competitive Impact 
Statement relating to the proposed Final Judgment submitted for entry 
in this civil antitrust proceeding.

I. Nature and Purpose of the Proceeding

    Defendant Ticketmaster Entertainment, Inc. (``Ticketmaster'') and 
Defendant Live Nation, Inc. (``Live Nation'') entered into an 
agreement, dated February 10, 2009, pursuant to which they would merge 
into a new entity to be known as Live Nation Entertainment. The United 
States, and the States of Arizona, Arkansas, California, Florida, 
Illinois, Iowa, Louisiana, Nebraska, Nevada, Ohio, Oregon, Rhode 
Island, Tennessee, Texas, and Wisconsin, and the Commonwealths of 
Massachusetts and Pennsylvania filed a civil antitrust Complaint on 
January 25, 2010, seeking to enjoin the proposed transaction because 
its likely effect would be to lessen competition substantially for 
primary ticketing services to major concert venues located in the 
United States in violation of Section 7 of the Clayton Act, 15 U.S.C. 
18. This loss of competition likely would result in higher prices for 
and less innovation in primary ticketing services. At the same time the 
Complaint was filed, the United States also filed a Hold Separate 
Stipulation and Order (``Hold Separate'') and proposed Final Judgment, 
which are designed to eliminate the anticompetitive effects of the 
acquisition. Under the proposed Final Judgment, which is explained more 
fully below, Defendants are required to grant a perpetual license to 
their Host platform and to divest their entire Paciolan business in 
order to establish two independent ticketing companies capable of 
competing effectively with the merged entity. The Final Judgment also 
prohibits Defendants from engaging in certain conduct that would 
prevent equally efficient firms from competing effectively. Under the 
terms of the Hold Separate, Ticketmaster will take certain steps to 
ensure that the Paciolan business is operated as a competitively 
independent, economically viable and ongoing business concern that will 
remain independent and uninfluenced by the consummation of the 
transaction and to ensure that competition is maintained during the 
pendency of the ordered divestiture.
    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the APPA. Entry of 
the proposed Final Judgment would terminate this action, except that 
the Court would retain jurisdiction to construe, modify, or enforce the 
provisions of the proposed Final Judgment and to punish and remedy 
violations thereof.

II. Description of the Events Giving Rise to the Alleged Violation

A. The Concert Industry

    Staging concerts traditionally has required the participation of 
several parties. Artists provide the entertainment that makes the 
concert possible. Managers and/or agents represent artists in 
negotiations to establish the commercial terms on which artists will 
perform. Promoters contract with artists to perform at particular 
concerts, assume the financial risk of staging the concerts, make the 
arrangements for the concerts to occur at certain times and places, and 
market the concerts. Venues are the physical locations where concerts 
occur, and venues' owners, operators, or managers usually arrange for 
the sale of tickets to concerts at their venues. Primary ticketing 
companies provide services such as Web sites, call centers, and retail 
networks from which tickets may be purchased that facilitate the 
initial sale of tickets to concertgoers.1 Contracts between 
venues and primary ticketing companies are individually negotiated. In 
a typical contract, a venue agrees to use one primary ticketing company 
as its exclusive service provider for several years. In exchange, the 
primary ticketing company often agrees to pay to the venue a portion of 
the fees that the primary ticketing company charges to concertgoers who 
purchase tickets to events at the venue. The primary ticketing company 
also may agree to pay an up-front bonus or advance upon execution of 
the contract. Primary ticketing contracts typically prohibit venues 
from reselling the primary ticketing services they receive.

B. The Defendants and the Proposed Transaction

    Ticketmaster is the largest primary ticketing company in the United 
States. In 2008, Ticketmaster earned gross

[[Page 6722]]

revenues of about $800 million from its U.S. primary ticketing 
business. Ticketmaster offers two principal primary ticketing products 
to venues: (1) Host, a Ticketmaster-managed platform for selling 
tickets through Ticketmaster's Web site and other sales channels; and 
(2) Paciolan, a venue-managed platform for selling tickets through the 
venue's own Web site and other sales channels. In 2008, Ticketmaster 
provided primary ticketing services to venues representing more than 
80% of major concert venues.2 In addition to its primary 
ticketing operations, Ticketmaster expanded into the artist management 
business in 2008 by acquiring a controlling interest in Front Line 
Management Group Inc. (``Front Line''), an important artist management 
firm with clients such as the Eagles, Neil Diamond, Jimmy Buffett, 
Christina Aguilera and John Mayer.
    Live Nation is the largest concert promoter in the United States, 
earning more than $1.3 billion in revenue from its U.S. promotions 
business in 2008 and promoting shows representing 33% of the concert 
revenues at major concert venues in 2008. Live Nation has entered long-
term partnerships with several popular artists including Madonna and 
Jay-Z to exclusively promote their concerts, sell recordings of their 
music, and market artist-branded merchandise such as T-shirts. Live 
Nation also owns or operates about 70 major concert venues throughout 
the United States. And as explained further below, Live Nation entered 
the market for primary ticketing services in late December 2008.
    On February 10, 2009, less than two months after its entry into 
primary ticketing, Live Nation agreed to merge with Ticketmaster. That 
proposed transaction would substantially lessen competition and is the 
subject of the Complaint and proposed Final Judgment filed by the 
United States in this matter.

C. The Market for Primary Ticketing Services to Major Concert Venues in 
the United States

    Antitrust law, including Section 7 of the Clayton Act, protects 
consumers from anticompetitive conduct, such as firms' acquisition of 
the ability to raise prices above levels that would prevail in a 
competitive market. Market definition assists antitrust analysis by 
focusing attention on the relevant portions of the economy where 
competitive effects are likely to be felt. Well-defined markets 
encompass the economic actors including both sellers and buyers whose 
conduct most strongly influences the nature and magnitude of 
competitive effects. To ensure that antitrust analysis takes account of 
a broad enough set of products to evaluate whether a transaction is 
likely to lead to a substantial lessening of competition, defining 
relevant markets in horizontal merger cases frequently begins by 
identifying a collection of products or set of services over which a 
hypothetical monopolist profitably could impose a small but significant 
and non-transitory increase in price. Here, the United States 
investigation revealed that major concert venues would have no 
alternatives to primary ticketing services if prices were to rise 
significantly above the levels that would have prevailed but for the 
proposed transaction, so the hypothetical-monopolist test would exclude 
all other products or services from the relevant market. But that is 
not the end of the market-definition exercise.
    When sellers are unable to set different terms of sale for 
different buyers, all buyers will face similar competitive effects, and 
a relevant product market properly (if implicitly) encompasses not only 
all sellers of the relevant product, but all buyers as well. But when 
different buyers may experience different competitive effects, a well-
defined product market encompassing fewer than all buyers can focus 
antitrust analysis appropriately on those buyers most vulnerable to 
suffering probable and significant competitive harm. It also avoids 
conflating in that analysis those buyers whose prices are likely to be 
significantly affected with others who are unlikely to be harmed 
substantially.
    One situation in which different buyers experience different 
effects involves price discrimination, such as when sellers are able to 
charge different prices to different buyers for equivalent products. 
Sellers can price discriminate when they are able to identify and 
target vulnerable buyers for price increases and when buyers facing low 
prices cannot resell to those facing higher prices. Both conditions are 
present here. Venues and primary ticketing companies individually 
negotiate their contracts, and the terms of those contracts typically 
make it impossible for venues to resell (arbitrage) primary ticketing 
services.
    Because primary ticketing companies can price discriminate among 
different venues, the proposed transaction could affect different 
classes of venues differently, and antitrust analysis requires 
attention to those venues with few alternative primary ticketing 
providers to Ticketmaster and Live Nation because, if the proposed 
transaction were consummated, their real-world choices would be reduced 
differently than would be other venues' options. Major concert venues 
require more sophisticated primary ticketing services than other 
venues, so each tends to select a primary ticketing company with an 
established reputation for providing good service to similar venues. 
Ticketmaster has shown that its primary ticketing platform is able to 
withstand the heavy transaction volume associated with the first hours 
when tickets to popular concerts become available to concertgoers 
(``high-volume on-sales''), offers integrated marketing capabilities, 
and otherwise provides proven, high-quality service to venues. When the 
proposed transaction was announced, Live Nation was building experience 
selling tickets to concerts at its own venues as a way to demonstrate 
to other venues that its primary ticketing platform also performed 
well. No primary ticketing company other than Ticketmaster and Live 
Nation has amassed or likely could have amassed in the near term 
sufficient scale to develop a reputation for successfully delivering 
similarly sophisticated primary ticketing services. Additionally, Live 
Nation planned to compete for primary ticketing contracts with major 
concert venues, but had less interest in serving non-concert venues 
outside its historically core concert expertise. Because they would 
have no equally attractive alternative primary ticketing provider to 
the merged firm, and because they would have benefited more from 
competition between Ticketmaster and Live Nation, major concert venues 
are more vulnerable than smaller venues to anticompetitive harms caused 
by the proposed transaction, and a well-defined relevant market should 
not encompass customers other than major concert venues. For example, a 
high school that hires a student to sell tickets to one of its musical 
productions could be said to be buying ``primary ticketing services,'' 
but the relevant market can exclude such other venues because there is 
no significant risk that sales to them would affect Defendants' ability 
to exercise market power over major concert venues.
    Antitrust analysis also must consider the geographic dimensions of 
competition. Section 7 protects against harm to competition ``in any 
section of the country.'' 15 U.S.C. 18. Here, domestic anticompetitive 
harms would be experienced by major concert venues located throughout 
the United States. Because the merged firm could price discriminate, 
any effects of the proposed transaction on foreign venues would be

[[Page 6723]]

distinct from any effects on domestic venues. Thus, including only 
major concert venues located in the United States within the relevant 
market poses no risk of omitting buyers whose inclusion would 
significantly alter the antitrust analysis.3
    In short, the sale of primary ticketing services to major concert 
venues in the United States is a well-defined relevant market for the 
purpose of analyzing the effects of the proposed transaction.

D. The Competitive Effects of the Proposed Transaction

    Until 2009, Ticketmaster dominated the market for primary ticketing 
services to major concert venues in the United States with greater than 
80% market share. The only other primary ticketing companies with 
greater than a 1% share in 2008 were Tickets.com (4%), Front Gate 
Tickets (3%), New Era Tickets (2%), Live Nation (2%),4 and 
Tessitura (1%). Ticketmaster's largest customer for primary ticketing 
services was Live Nation, the owner or operator of venues representing 
about 15% of capacity at all major concert venues in the United States 
in 2008. Ticketmaster renews its primary ticketing contracts at a very 
high rate. Even though Ticketmaster's distribution costs have declined 
dramatically as concertgoers have shifted their purchases toward the 
Internet and away from traditional sales channels, the ticketing fees 
retained by Ticketmaster have not fallen, and Ticketmaster has 
continued to enjoy large profit margins on its primary ticketing 
business for many years.
    These margins have persisted because they are protected by high 
barriers to other companies successfully, substantially, and profitably 
entering or attempting to expand in the market for primary ticketing 
services to major concert venues. First, the platforms required to 
provide primary ticketing services to major concert venues are 
technologically complicated and expensive to develop and deploy. 
Second, major concert venues are reluctant to enter long-term exclusive 
contracts with new primary ticketing companies because they lack 
Ticketmaster's established reputation for capably handling high-volume 
on-sales and providing high-quality service to venues. Third, the costs 
of installing and training employees to use new equipment make it 
expensive for venues to switch between primary ticketing companies. 
Fourth, because there are high fixed costs to develop and maintain a 
primary ticketing platform, entrants struggle to obtain sufficient 
scale to compete successfully with Ticketmaster on price. Fifth, 
Ticketmaster's scale provides another important incumbent advantage 
over other firms extensive data about individual concertgoers collected 
over many years. Ticketmaster can use that data as a powerful marketing 
tool to secure venue contracts for primary ticketing services. Sixth, 
Ticketmaster's practice of signing long-term exclusive contracts with 
venues limits how quickly other firms can amass sufficient scale to 
compete effectively with Ticketmaster on any of these dimensions.
    By 2008, Ticketmaster's longstanding dominance faced a major 
threat. Live Nation was better positioned to overcome the entry 
barriers discussed above than any other existing or potential 
competitor because it could achieve sufficient scale to compete 
effectively with Ticketmaster simply by ticketing its own venues. Live 
Nation also possessed a unique competitive advantage in that it could 
bundle access to important concerts with its ticketing service. 
Recognizing Live Nation's potential to disrupt its dominant position in 
the market for primary ticketing services, Ticketmaster attempted to 
renew Live Nation's primary ticketing contract before its December 31, 
2008 expiration. But Live Nation instead chose to license technology 
from CTS Eventim AG (``CTS'') that would enable it to sell concert 
tickets to its own venues beginning in 2009 and to compete with 
Ticketmaster for other venues' primary ticketing contracts in the 
future.
    This competition began even before Live Nation's contract with 
Ticketmaster expired. On September 11, 2008, Live Nation announced that 
SMG the largest venue management company in the United States, with the 
ability to control or influence the selection of primary ticketing 
companies at more than 40 major concert venues had agreed to use Live 
Nation's primary ticketing services, if Live Nation could provide a 
primary ticketing platform comparable to other leading primary 
ticketing companies. SMG was Ticketmaster's third largest customer 
(behind only Live Nation and Anschutz Entertainment Group, Inc.), but 
it switched to Live Nation because SMG expected that, if it used Live 
Nation's primary ticketing services, Live Nation would use its strength 
in promotions to bring more concerts to SMG-managed venues. On October 
14, 2008, Live Nation announced that it would provide primary ticketing 
services to New York City's Roseland Ballroom, another former 
Ticketmaster client. By 2009, Live Nation provided primary ticketing 
services to more than 15% of the capacity at major concert venues in 
the United States.
    Ticketmaster responded to competition from Live Nation in several 
ways. First, it offered more attractive renewal terms to customers with 
expiring contracts than it had customarily offered in order to lock 
customers into long-term deals before Live Nation could sign them. 
Second, Ticketmaster acquired a controlling interest in Front Line on 
October 23, 2008. Front Line's strength in artist management enabled 
Ticketmaster for the first time to offer venues a package of primary 
ticketing services and concert content that could rival Live Nation's 
ticketing-and-content package. Finally, Ticketmaster moved to eliminate 
Live Nation entirely as a competitor by agreeing to the proposed 
transaction less than two months after Live Nation began ticketing with 
the CTS platform.
    The proposed transaction would extinguish competition between 
Ticketmaster and Live Nation and thereby eliminate the financial 
benefits that venues enjoyed during the brief period when Live Nation 
was poised to challenge Ticketmaster's dominance. The proposed 
transaction would also diminish innovation in primary ticketing 
services because the merged firm would have reduced incentives to 
develop new features. Further, the proposed transaction would result in 
even higher barriers to entry and expansion in the market for primary 
ticketing services. In addition to the long-standing entry barriers 
discussed above, the merged firm's ability to bundle primary ticketing 
services (implicitly or explicitly) with access to artists managed by 
Front Line and/or promoted by Live Nation would require competitors to 
offer venues both primary ticketing services and access to content in 
order to compete most effectively.
    Defendants have asserted that the proposed transaction will 
generate efficiencies sufficient to counteract any anticompetitive 
effects. More specifically, they have contended that the vertical 
integration of Ticketmaster and Live Nation's complementary businesses 
will reduce the number of industry participants who currently must be 
compensated for a concert to be produced and, thus, will allow the 
merged entity to reduce the prices paid by venues for primary ticketing 
services and by concertgoers for tickets. While appreciating that 
vertical integration may benefit consumers in some situations, the 
United States does not fully credit Defendants' efficiency claims 
because they each could realize

[[Page 6724]]

many of the asserted efficiencies without consummating the proposed 
transaction. Ticketmaster and Live Nation each already had expanded 
vertically before they agreed to the proposed transaction, and but for 
the proposed transaction, venues and concertgoers would have continued 
to enjoy the benefits of competition between two vertically integrated 
competitors. A vertically integrated monopoly is less likely to spur 
innovation and efficiency than competition between vertically 
integrated firms, and a vertically integrated monopoly is unlikely to 
pass the benefits of innovation and efficiency onto consumers.
    Defendants also contended that Live Nation's impact on ticketing 
would be minimal because of shortcomings in Live Nation's ticketing 
platform, including the absence of a season ticketing component, which 
is important for a number of venues. Though the CTS platform was 
originally designed for use in Europe, Live Nation and CTS have 
invested heavily to adapt it for use in the United States. In the first 
six months of 2009, Live Nation used the CTS platform to sell more than 
6 million tickets to concerts at its U.S. venues. Before entering the 
proposed transaction, Live Nation had planned to continue improving the 
CTS platform, including developing a season ticketing component, to 
make it more attractive to potential third-party venue clients in the 
United States.

III. Explanation of the Proposed Final Judgment

    The proposed Final Judgment will eliminate the anticompetitive 
effects of the proposed transaction in the market for primary ticketing 
services to major concert venues in four principal ways.
    First, the Final Judgment will enable Anschutz Entertainment Group, 
Inc. (``AEG'') to become a new, independent, economically viable, and 
vertically integrated competitor in the market for primary ticketing 
services to major concert venues. AEG is the second largest promoter in 
the United States (behind Live Nation), promoting shows representing 
about 14% of concert revenues at major concert venues in 2008. No 
company other than AEG or Live Nation promotes concerts representing 
more than 4% of the concert revenues from major concert venues. AEG 
also owns, operates, or manages more than 30 major concert venues, 
representing about 8% of the capacity at major U.S. concert venues, and 
it can select (or influence the selection of) the primary ticketing 
company for those venues. In addition, AEG owns one-half of an 
important artist management firm with several popular clients, 
including Justin Timberlake and the Jonas Brothers. Due to its 
significant presence in promotions, venues, and artist management, AEG 
is the company best positioned to achieve the necessary scale, overcome 
the other entry barriers discussed above, and compete successfully with 
the merged firm in the market for primary ticketing services to major 
concert venues.
    The Final Judgment facilitates AEG's entry through a two-stage 
process that gives it access to Ticketmaster's core primary ticketing 
platform, which AEG can then use to service its own venues and to sell 
primary ticketing services to third-party venues. In the first stage, 
which must begin within six months of the proposed transaction's 
consummation and may continue for up to five years, the Final Judgment 
requires Defendants to provide AEG with its own branded Web site based 
on Ticketmaster's Host platform, including any upgrades and 
enhancements (the ``AEG Site''). AEG has the right to use the AEG Site 
to sell tickets to events at specified venues it currently owns, 
operates, and manages as well as to events at any other venues from 
which AEG secures the right to provide primary ticketing services. 
Though AEG must pay Defendants royalties for each ticket sold through 
the AEG Site, those royalties are below the average rate Ticketmaster 
currently charges, and Defendants have no control over AEG's final 
prices. These provisions immediately provide AEG incentives to compete 
with Defendants and diminish the risk that AEG would be unable to 
compete successfully had it attempted to deploy a less established 
primary ticketing platform.
    The Final Judgment also requires Defendants to provide AEG with an 
option to acquire a perpetual, fully paid-up license to the then-
current version of Ticketmaster's Host platform, including a copy of 
the source code, which Defendants must install and then support during 
the first six months after its installation. AEG is permitted to 
exercise this option within four years of the proposed transaction's 
consummation, which will allow AEG to assume full responsibility for 
operating its own primary ticketing business, independently of 
Defendants.
    The Final Judgment gives AEG incentives to exercise its option to 
acquire a copy of Host (or to develop or acquire a competing primary 
ticketing platform) by prohibiting Defendants from providing primary 
ticketing services to AEG's venues after AEG's right to use the AEG 
Site expires. That provision is critical to preserving competition in 
the primary ticketing services market because it guarantees that, 
within five years, AEG will have to either supply its own primary 
ticketing services or obtain them from some company other than the 
merged firm. Because AEG cannot rely indefinitely on the AEG Site, it 
will have incentives to plan for the future. Even if AEG's plans do not 
involve exercising its option to acquire a copy of Host, the Final 
Judgment will preserve competition because AEG will have to contract 
for primary ticketing services with one of Defendants' rivals. AEG's 
ticket volume would give that primary ticketing company sufficient 
scale and credibility to compete effectively with the merged firm.
    Second, the Final Judgment's requirement that Defendants divest 
Ticketmaster's entire Paciolan business will establish another 
independent and economically viable competitor in the market for 
primary ticketing services to major concert venues. Ticketmaster 
currently licenses its Paciolan platform both directly to venues 
representing 3% of major U.S. concert venue capacity and to other 
primary ticketing companies that sublicense the Paciolan platform to 
venues representing an additional 4% of the relevant market. Before 
consummating the proposed transaction, Defendants must enter a letter 
of intent to divest to Comcast-Spectacor, L.P. (``Comcast-Spectacor'') 
the entire Paciolan business, including all intellectual property in 
the Paciolan platform and all contracts with venue and primary 
ticketing company licensees of that platform. Through its New Era 
Tickets (``New Era'') subsidiary, which currently licenses the Paciolan 
platform from Ticketmaster, Comcast-Spectacor already provides primary 
ticketing services to venues representing 2% of major concert venue 
capacity. In addition to its interest in New Era, Comcast-Spectacor 
owns 2 major U.S. concert venues and manages 15 others. When combined 
with New Era's ticketing business and Comcast-Spectacor's venue 
presence, the Paciolan business that the Final Judgment requires 
Defendants to divest would provide Comcast-Spectacor sufficient scale 
to compete effectively and independently with the merged firm in the 
market for primary ticketing services to major concert venues. Comcast-
Spectacor and others have contended that the movement in primary 
ticketing services will be towards ``self-enablement'' models, such

[[Page 6725]]

as Paciolan, which allow a venue to manage its own ticketing platform.
    Within 60 days of signing the letter of intent, the Paciolan 
business must be divested in such a way as to satisfy the United States 
in its sole discretion, and in consultation with the Plaintiff states, 
that the operations can and will be operated by Comcast-Spectacor or an 
alternative purchaser as a viable, ongoing business that can compete 
effectively in the relevant market. Defendants must take all reasonable 
steps necessary to accomplish the divestiture quickly and shall 
cooperate with any prospective purchaser. In the event that Defendants 
do not accomplish the Paciolan divestiture in a timely fashion, the 
Final Judgment provides that the Court will appoint a trustee selected 
by the United States to effect the divestiture. If a trustee is 
appointed, the proposed Final Judgment provides that Defendants will 
pay all costs and expenses of the trustee. The trustee's commission 
will be structured so as to provide an incentive for the trustee based 
on the price obtained and the speed with which the divestiture is 
accomplished. After his or her appointment becomes effective, the 
trustee will file monthly reports with the Court and the United States 
setting forth his or her efforts to accomplish the divestiture. At the 
end of six months, if the divestiture has not been accomplished, the 
trustee and the United States will make recommendations to the Court, 
which shall enter such orders as appropriate, in order to carry out the 
purpose of the trust, including extending the trust or the term of the 
trustee's appointment.
    Third, the Final Judgment prohibits Defendants from engaging in 
certain conduct that would impede effective competition from equally 
efficient rivals that may or may not be not vertically integrated. 
Thus, the Final Judgment proscribes retaliation against venue owners 
who contract or consider contracting for primary ticketing services 
with Defendants' competitors. The Final Judgment also prohibits 
Defendants from explicitly or practically requiring venues to take 
their primary ticketing services if the venues only want to obtain 
concerts the Defendants promote or concerts by artists the Defendants 
manage, and it likewise prohibits Defendants from explicitly or 
practically requiring venues to take concerts they promote or concerts 
by artists they manage if those venues only want to obtain the 
Defendants' primary ticketing services. These provisions preserve the 
ability of primary ticketing companies that do not also have access to 
content (and promoters and artist managers that do not also provide 
primary ticketing services) to continue competing with Defendants. 
Elsewhere, the Final Judgment prevents Defendants from abusing their 
position in the primary ticketing market to impede competition among 
promoters and artist managers by requiring that Defendants either 
refrain from using certain ticketing data in their non-ticketing 
businesses or provide that data to other promoters and artist managers. 
Finally, the Final Judgment mandates that Defendants provide any 
current primary ticketing client with that client's ticketing data 
promptly upon request, if the client chooses not to renew its primary 
ticketing contract. That provision reduces venues' switching costs and 
lowers barriers to other companies competing for Defendants' primary 
ticketing clients because it ensures that those venue clients will not 
be forced to relinquish valuable data if they decide to switch primary 
ticketing service providers.
    Fourth, the Final Judgment requires Defendants to notify the United 
States at least thirty days before acquiring any assets of or any 
interest in any firm engaged in providing primary ticketing services in 
the United States, regardless of whether the acquisition would 
otherwise be subject to reporting pursuant to the Hart-Scott-Rodino 
Antitrust Improvements Act of 1976, as amended, 15 U.S.C. 18a. If the 
United States requests additional information within thirty days of the 
Defendants notifying it of an acquisition, the Final Judgment prohibits 
Defendants from consummating the acquisition until twenty days after 
providing the requested information. These provisions facilitate the 
vigilant and effective oversight that will be necessary to guard 
against the potential for Defendants to frustrate the purposes of the 
Final Judgment.
    In short, the Final Judgment will eliminate the anticompetitive 
effects of the proposed transaction in the provision of primary 
ticketing services to major concert venues in the United States while 
preserving the possibility of efficiency-enhancing vertical integration 
in the concert industry and also preserving competition from 
Defendants' non-vertically integrated rivals.

IV. Remedies Available to Potential Private Litigants

    Section 4 of the Clayton Act, 15 U.S.C. 15, provides that any 
person who has been injured as a result of conduct prohibited by the 
antitrust laws may bring suit in Federal court to recover three times 
the damages the person has suffered, as well as costs and reasonable 
attorneys' fees. Entry of the proposed Final Judgment will neither 
impair nor assist the bringing of any private antitrust damage action. 
Under the provisions of Section 5(a) of the Clayton Act, 15 U.S.C. 
16(a), the proposed Final Judgment has no prima facie effect in any 
subsequent private lawsuit that may be brought against Defendants.

V. Procedures Available for Modification of the Proposed Final Judgment

    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered by the Court after compliance with the 
provisions of the APPA, provided that the United States has not 
withdrawn its consent. The APPA conditions entry upon the Court's 
determination that the proposed Final Judgment is in the public 
interest.
    The APPA provides a period of at least sixty (60) days preceding 
the effective date of the proposed Final Judgment within which any 
person may submit to the United States written comments regarding the 
proposed Final Judgment. Any person who wishes to comment should do so 
within sixty (60) days of the date of publication of this Competitive 
Impact Statement in the Federal Register, or the last date of 
publication in a newspaper of the summary of this Competitive Impact 
Statement, whichever is later. All comments received during this period 
will be considered by the United States Department of Justice, which 
remains free to withdraw its consent to the proposed Final Judgment at 
any time prior to the Court's entry of judgment. The comments and the 
response of the United States will be filed with the Court and 
published in the Federal Register.
    Written comments should be submitted to: John R. Read, Chief, 
Litigation III Section, Antitrust Division, United States Department of 
Justice, 450 Fifth Street, NW., Suite 4000, Washington, DC 20530.
    The proposed Final Judgment provides that the Court retains 
jurisdiction over this action, and the parties may apply to the Court 
for any order necessary or appropriate for the modification, 
interpretation, or enforcement of the Final Judgment.

VI. Alternatives to the Proposed Final Judgment

    The United States considered, as an alternative to the proposed 
Final Judgment, a settlement that would have required Defendants to 
divest the current set of divestiture assets to Comcast-Spectacor. The 
United States

[[Page 6726]]

rejected that settlement because it would not have been as effective as 
the remedy embodied in the proposed Final Judgment at replicating the 
competitive dynamics that would have prevailed in the market for 
primary ticketing services had the proposed transaction not occurred.
    As another alternative to the proposed Final Judgment, the United 
States considered a full trial on the merits against Defendants. The 
United States could have continued the litigation and sought 
preliminary and permanent injunctions against Defendants' merger. The 
United States is satisfied, however, that the divestiture of assets and 
prohibitions of anticompetitive practices described in the proposed 
Final Judgment will preserve competition for the provision of primary 
ticketing services to major concert venues in the United States. Thus, 
the proposed Final Judgment would protect competition as effectively as 
would any remedy available through litigation, but avoids the time, 
expense, and uncertainty of a full trial on the merits of the 
Complaint.

VII. Standard of Review Under the APPA for the Proposed Final Judgment

    The Clayton Act, as amended by the APPA, requires that proposed 
consent judgments in antitrust cases brought by the United States be 
subject to a sixty-day comment period, after which the court shall 
determine whether entry of the proposed Final Judgment ``is in the 
public interest.'' 15 U.S.C. 16(e)(1). In making that determination, 
the court, in accordance with the statute as amended in 2004, is 
required to consider:
    (A) The competitive impact of such judgment, including termination 
of alleged violations, provisions for enforcement and modification, 
duration of relief sought, anticipated effects of alternative remedies 
actually considered, whether its terms are ambiguous, and any other 
competitive considerations bearing upon the adequacy of such judgment 
that the court deems necessary to a determination of whether the 
consent judgment is in the public interest; and
    (B) the impact of entry of such judgment upon competition in the 
relevant market or markets, upon the public generally and individuals 
alleging specific injury from the violations set forth in the complaint 
including consideration of the public benefit, if any, to be derived 
from a determination of the issues at trial. 15 U.S.C. 16(e)(1)(A) & 
(B).
    In considering these statutory factors, the court's inquiry is 
necessarily a limited one as the government is entitled to ``broad 
discretion to settle with the defendant within the reaches of the 
public interest.'' United States v. Microsoft Corp., 56 F.3d 1448, 1461 
(D.C. Cir. 1995); see generally United States v. SBC Commc'ns, Inc., 
489 F. Supp. 2d 1 (D.D.C. 2007) (assessing public interest standard 
under the Tunney Act); United States v. InBev N.V./S.A., No. 08-1965 
(JR), 2009-2 Trade Cas. (CCH) ]76,736, 2009 U.S. Dist. LEXIS 84787, at 
*3 (D.D.C. Aug. 11, 2009) (noting that the court's review of a consent 
judgment is limited and only inquires ``into whether the government's 
determination that the proposed remedies will cure the antitrust 
violations alleged in the complaint was reasonable, and whether the 
mechanism to enforce the final judgment are clear and 
manageable.'').\(5)\
    As the United States Court of Appeals for the District of Columbia 
Circuit has held, under the APPA a court considers, among other things, 
the relationship between the remedy secured and the specific 
allegations set forth in the government's complaint, whether the decree 
is sufficiently clear, whether enforcement mechanisms are sufficient, 
and whether the decree may positively harm third parties. See 
Microsoft, 56 F.3d at 1458-62. With respect to the adequacy of the 
relief secured by the decree, a court may not ``engage in an 
unrestricted evaluation of what relief would best serve the public.'' 
United States v. BNS, Inc., 858 F.2d 456, 462 (9th Cir. 1988) (citing 
United States v. Bechtel Corp., 648 F.2d 660, 666 (9th Cir. 1981)); see 
also Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152 
F. Supp. 2d 37, 40 (D.D.C. 2001); InBev, 2009 U.S. Dist. LEXIS 84787, 
at *3. Courts have held that:

[t]he balancing of competing social and political interests affected 
by a proposed antitrust consent decree must be left, in the first 
instance, to the discretion of the Attorney General. The court's 
role in protecting the public interest is one of insuring that the 
government has not breached its duty to the public in consenting to 
the decree. The court is required to determine not whether a 
particular decree is the one that will best serve society, but 
whether the settlement is ``within the reaches of the public 
interest.'' More elaborate requirements might undermine the 
effectiveness of antitrust enforcement by consent decree.

Bechtel, 648 F.2d at 666 (emphasis added) (citations omitted).\6\ In 
determining whether a proposed settlement is in the public interest, a 
district court ``must accord deference to the government's predictions 
about the efficacy of its remedies, and may not require that the 
remedies perfectly match the alleged violations.'' SBC Commc'ns, 489 F. 
Supp. 2d at 17; see also Microsoft, 56 F.3d at 1461 (noting the need 
for courts to be ``deferential to the government's predictions as to 
the effect of the proposed remedies''); United States v. Archer-
Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (noting that 
the court should grant due respect to the United States' prediction as 
to the effect of proposed remedies, its perception of the market 
structure, and its views of the nature of the case).
    Courts have greater flexibility in approving proposed consent 
decrees than in crafting their own decrees following a finding of 
liability in a litigated matter. ``[A] proposed decree must be approved 
even if it falls short of the remedy the court would impose on its own, 
as long as it falls within the range of acceptability or is `within the 
reaches of public interest.' '' United States v. Am. Tel. & Tel. Co., 
552 F. Supp. 131, 151 (D.D.C. 1982) (citations omitted) (quoting United 
States v. Gillette Co., 406 F. Supp. 713, 716 (D. Mass. 1975)), aff'd 
sub nom. Maryland v. United States, 460 U.S. 1001 (1983); see also 
United States v. Alcan Aluminum Ltd., 605 F. Supp. 619, 622 (W.D. Ky. 
1985) (approving the consent decree even though the court would have 
imposed a greater remedy). To meet this standard, the United States 
``need only provide a factual basis for concluding that the settlements 
are reasonably adequate remedies for the alleged harms.'' SBC Commc'ns, 
489 F. Supp. 2d at 17.
    Moreover, the court's role under the APPA is limited to reviewing 
the remedy in relationship to the violations that the United States has 
alleged in its Complaint, and does not authorize the court to 
``construct [its] own hypothetical case and then evaluate the decree 
against that case.'' Microsoft, 56 F.3d at 1459; see also InBev, 2009 
U.S. Dist. LEXIS 84787, at *20 (``[T]he `public interest' is not to be 
measured by comparing the violations alleged in the complaint against 
those the court believes could have, or even should have, been 
alleged.''). Because the ``court's authority to review the decree 
depends entirely on the government's exercising its prosecutorial 
discretion by bringing a case in the first place,'' it follows that 
``the court is only authorized to review the decree itself,'' and not 
to ``effectively redraft the complaint'' to inquire into other matters 
that the United States did not pursue. Microsoft, 56 F.3d at 1459-60. 
As this Court recently confirmed in SBC Communications, courts ``cannot 
look beyond the complaint in making the

[[Page 6727]]

public interest determination unless the complaint is drafted so 
narrowly as to make a mockery of judicial power.'' SBC Commc'ns, 489 F. 
Supp. 2d at 15.
    In its 2004 amendments, Congress made clear its intent to preserve 
the practical benefits of utilizing consent decrees in antitrust 
enforcement, adding the unambiguous instruction that ``[n]othing in 
this section shall be construed to require the court to conduct an 
evidentiary hearing or to require the court to permit anyone to 
intervene.'' 15 U.S.C. 16(e)(2). The language wrote into the statute 
what Congress intended when it enacted the Tunney Act in 1974, as 
Senator Tunney explained: ``[t]he court is nowhere compelled to go to 
trial or to engage in extended proceedings which might have the effect 
of vitiating the benefits of prompt and less costly settlement through 
the consent decree process.'' 119 Cong. Rec. 24,598 (1973) (statement 
of Senator Tunney). Rather, the procedure for the public interest 
determination is left to the discretion of the court, with the 
recognition that the court's ``scope of review remains sharply 
proscribed by precedent and the nature of Tunney Act proceedings.'' SBC 
Commc'ns, 489 F. Supp. 2d at 11.\7\

VIII. Determinative Documents

    In formulating the proposed Final Judgment, the United States 
considered the AEG/TM Technology Agreement, dated January 11, 2010 and 
attached hereto as Exhibit A,\8\ to be a determinative document within 
the meaning of the APPA.

Dated: January 25, 2010.
    Respectfully submitted,

Aaron D. Hoag, Attorney, U.S. Department of Justice, Antitrust 
Division, 450 Fifth Street, NW., Suite 4000, Washington, DC 20530, 
Telephone: (202) 514-5038, Fax: (202) 514-7308, E-mail: 
[email protected].

Certificate of Service

    I, Aaron Hoag, hereby certify that on January 25, 2010, I caused a 
copy of the Competitive Impact Statement and attached Exhibit to be 
served on defendants Ticketmaster Entertainment, Inc., and Live Nation, 
Inc., and the plaintiff States of Arizona, Arkansas, California, 
Connecticut, Florida, Illinois, Iowa, Nebraska, Nevada, Ohio, Oregon, 
Rhode Island, Tennessee, Texas, and Wisconsin, and Commonwealths of 
Massachusetts, and Pennsylvania by mailing the documents via E-MAIL to 
the duly authorized legal representatives of the parties, as follows:

For Ticketmaster Entertainment, Inc., M. Sean Royall, Esq., Gibson, 
Dunn & Crutcher LLP, 1050 Connecticut Avenue, NW., Washington, DC 
20036, Tel: (202) 955-8546, Fax: (202) 467-0539, E-mail: 
[email protected],

For Live Nation, Inc., Michael Egge, Esq., Latham & Watkins LLP, 555 
Eleventh Street, NW., Washington, DC 20004, Tel: (202) 637-2200, Fax: 
(202) 637-2201, E-mail: [email protected].

For Plaintiff State of Arizona, Nancy M. Bonnell, Antitrust Unit Chief, 
Consumer Protection & Advocacy Section, 1275 West Washington, Phoenix, 
AZ 85007, Tel: (602) 542-7728, Fax: (602) 542-9088, E-mail: 
[email protected].

For Plaintiff State of Arkansas, David A. Curran, Assistant Attorney 
General, 323 Center St., Suite 200, Little Rock, AR 72201, Tel: (501) 
682-3561, Fax: (501) 682-8118, E-mail: [email protected].

For Plaintiff State of California, Paula Lauren Gibson, Deputy Attorney 
General, California Office of the Attorney General, 300 So. Spring 
Street, Suite 1702, Los Angeles, CA 90013, Tel: (213) 897-0014, Fax: 
(213) 897-2801, E-mail: [email protected].

For Plaintiff State of Florida, Patricia A. Conners, Antitrust 
Division, PL-01; The Capitol, Tallahassee, FL 32399-1050, Tel: (850) 
414-3300, Fax: (850) 488-9134, E-mail: [email protected].

For Plaintiff State of Illinois, Robert W. Pratt, Chief, Antitrust 
Bureau, Office of the Attorney General, State of Illinois, 100 West 
Randolph Street, Chicago, Illinois 60601, Tel: (312) 814-3722, Fax: 
(312) 814-4209, E-mail: [email protected].

For Plaintiff State of Iowa, Layne M. Lindebak, Assistant Attorney 
General, Special Litigation Division, Iowa Department of Justice, 
Hoover Office Building--Second Floor, 1305 East Walnut Street, Des 
Moines, Iowa 50319, Tel: (515) 281-7054, Fax: (515) 281-4902, E-mail: 
[email protected].

For Plaintiff State of Louisiana, Stacie L. de Blieux, Assistant 
Attorney General, Public Protection Division, 1885 North Third St., 
Baton Rouge, LA 70802, Tel: (225) 326-6400, Fax: (225) 326-6499, E-
mail: [email protected].

For Plaintiff Commonwealth of Massachusetts, William T. Matlack, Chief, 
Antitrust Division, Assistant Attorney General, Office of Attorney 
General Martha Coakley, One Ashburton Place, Boston, MA 02108, Tel: 
(617) 727-2200, Fax: (617) 727-5765, E-mail: 
[email protected].
For Plaintiff State of Nebraska, Leslie Campbell-Levy, Assistant 
Attorney General, Chief, Consumer Protection & Antitrust, Nebraska 
Department of Justice, 2115 State Capitol, Lincoln, NE 68509, Tel: 
(402) 471-2811, Fax: (402) 471-2957, E-mail: [email protected].

For Plaintiff State of Nevada, Brian Armstrong, Senior Deputy Attorney 
General, State of Nevada, Office of the Attorney General, Bureau of 
Consumer Protection, 555 E. Washington Ave., Suite 3900, Las Vegas, 
Nevada 89101, Tel: (702) 486-3420, Fax: (702) 486-3283, E-mail: 
[email protected].
For Plaintiff State of Ohio, Jennifer L. Pratt, Chief, Antitrust 
Department, 150 E. Gay St., 23rd Floor, Columbus, OH 43215, Tel: (614) 
466-4328, Fax: (614) 995-0266, [email protected].

For Plaintiff State of Oregon, Caren Rovics, Senior Assistant Attorney 
General, Financial Fraud/Consumer Protection Section, Civil Enforcement 
Division, 1162 Court Street NE., Salem, OR 97301-4096, Tel: (503) 934-
4400, Fax: (503) 378-5017, E-mail: [email protected].

For Plaintiff Commonwealth of Pennsylvania, James A. Donahue III, Chief 
Deputy Attorney General, Office of Attorney General, Antitrust Section, 
14th Floor Strawberry Square, Harrisburg, PA 17120, Tel: (717) 787-
4530, Fax: (717) 705-7110, E-mail: [email protected].
For Plaintiff State of Rhode Island, Patrick Lynch, Attorney General, 
State of Rhode Island, 150 South Main Street, Providence, Rhode Island 
02903, Tel: (401) 274-4400, Fax: (401) 222-2295, E-mail: 
[email protected].
For Plaintiff State of Tennessee, Robert E. Cooper, Jr., Attorney 
General and Reporter, State of Tennessee, 425 Fifth Avenue North, 
Nashville, TN 37243, Tel: (615) 532-5732, Fax: (615) 532-2910, E-mail: 
[email protected].

For Plaintiff State of Texas, David M. Ashton, Assistant Attorney 
General, Office of the Attorney General, 300 W. 15th Street, Austin, 
Texas 78701, Tel: (512) 936-1781, Fax: (512) 320-0975, E-mail: 
[email protected].
For Plaintiff State of Wisconsin, Gwendolyn J. Cooley, Assistant 
Attorney General, Wisconsin Department of Justice, 17 West Main Street, 
Madison, WI 53703, Tel: (608) 261-5810, Fax: (608) 267-2778, E-mail: 
[email protected].


[[Page 6728]]


Aaron D. Hoag, Esq., Attorney, U.S. Department of Justice, Antitrust 
Division, 450 Fifth Street, NW., Suite 4000, Washington, DC 20530, 
Telephone: (202) 514-5038, Fax: (202) 514-7308, E-mail: 
[email protected].

Footnotes

    1. After their initial sale, concert tickets may be resold on the 
secondary ticketing market. Ticket brokers purchase tickets with the 
intention of reselling them to concertgoers. Secondary ticketing 
companies provide services that facilitate the resale of tickets to 
concertgoers by ticket brokers and others.
    2. While the conclusions reached in the antitrust analysis 
described below are not sensitive to the precise number of venues 
included within this class, for purposes of this Competitive Impact 
Statement, ``major concert venues'' are the 500 U.S. venues generating 
the greatest concert revenues in 2008, as reported in Pollstar, a 
leading source of concert industry information. Concert ticket revenues 
from events at these venues represent more than 90% of the concert 
ticket revenues at all venues reported in Pollstar. Major concert 
venues are a diverse group, which includes large stadiums and arenas 
with relatively few concerts (e.g., the Verizon Center in Washington, 
DC), mid-sized amphitheaters that host concerts regularly during 
certain seasons (e.g., Nissan Pavilion in Bristow, VA), and smaller 
clubs and theaters with frequent concerts throughout the year (e.g., 
Warner Theatre in Washington, DC and Live Nation's House of Blues 
clubs). To account for this diversity, venues are weighted by their 
capacity in calculating shares of the market for primary ticketing 
services to major concert venues. Only public sources of information 
were used to calculate the market shares described in this Competitive 
Impact Statement.
    3. In this case, there are not significant transportation costs 
associated with the relevant services, so sellers' locations do little 
to inform the market-definition inquiry, though they are not irrelevant 
to antitrust analysis. To the contrary, only sellers capable of serving 
major concert venues located in the United States can compete with 
Defendants in the relevant market. Many of those sellers are located 
within the United States, but some are foreign firms, as suggested by 
Live Nation's adaptation of a European primary ticketing platform for 
use in the United States, which is discussed below. Foreign sellers 
historically have not competed effectively in the United States because 
of the significant investments required to enter the domestic market. 
Still, Live Nation's example suggests that, with a significant 
investment of time and money, foreign primary ticketing companies might 
be capable of adapting their products for U.S. customers.
    4. Before 2009, by virtue as its position as a promoter, Live 
Nation received roughly 10% of the tickets to concerts it promoted, and 
it sold those tickets to concertgoers through its MusicToday subsidiary 
and a platform licensed from eTix. Live Nation also used the MusicToday 
platform to provide primary ticketing services to a few small venues.
    5. The 2004 amendments substituted ``shall'' for ``may'' in 
directing relevant factors for court to consider and amended the list 
of factors to focus on competitive considerations and to address 
potentially ambiguous judgment terms. Compare 15 U.S.C. 16(e) (2004), 
with 15 U.S.C. Sec.  16(e)(1) (2006); see also SBC Commc'ns, 489 F. 
Supp. 2d at 11 (concluding that the 2004 amendments ``effected minimal 
changes'' to Tunney Act review).
    6. Cf. BNS, 858 F.2d at 464 (holding that the court's ``ultimate 
authority under the [APPA] is limited to approving or disapproving the 
consent decree''); United States v. Gillette Co., 406 F. Supp. 713, 716 
(D. Mass. 1975) (noting that, in this way, the court is constrained to 
``look at the overall picture not hypercritically, nor with a 
microscope, but with an artist's reducing glass''). See generally 
Microsoft, 56 F.3d at 1461 (discussing whether ``the remedies [obtained 
in the decree are] so inconsonant with the allegations charged as to 
fall outside of the `reaches of the public interest' '').
    7. See United States v. Enova Corp., 107 F. Supp. 2d 10, 17 (D.D.C. 
2000) (noting that the ``Tunney Act expressly allows the court to make 
its public interest determination on the basis of the competitive 
impact statement and response to comments alone''); United States v. 
Mid-Am. Dairymen, Inc., 1977-1 Trade Cas. (CCH) ] 61,508, at 71,980 
(W.D. Mo. 1977) (``Absent a showing of corrupt failure of the 
government to discharge its duty, the Court, in making its public 
interest finding, should . . . carefully consider the explanations of 
the government in the competitive impact statement and its responses to 
comments in order to determine whether those explanations are 
reasonable under the circumstances.''); S. Rep. No. 93-298, 93d Cong., 
1st Sess., at 6 (1973) (``Where the public interest can be meaningfully 
evaluated simply on the basis of briefs and oral arguments, that is the 
approach that should be utilized.'').
    8. The United States redacted competitively sensitive information 
and information unrelated to U.S. markets from the version of the AEG/
TM Technology Agreement attached as Exhibit A.

[FR Doc. 2010-2754 Filed 2-9-10; 8:45 am]
BILLING CODE 4410-11-P