þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 20-3247759 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
Title of Each Class | Name of Each Exchange on which Registered | |
Common Stock, $.01 Par Value per Share | New York Stock Exchange |
(i) | The following financial statement schedules of Broadway in Chicago, L.L.C. an unconsolidated subsidiary of the Company, are included herein pursuant to Rule 3-09 of Regulation S-X: | ||
Balance Sheets as of December 31, 2006 and 2005 | |||
Statements of Income for the Years Ended December 31, 2006 and 2005 | |||
Statements of Members Equity for the Years Ended December 31, 2006 and 2005 | |||
Statements of Cash Flows for the Years Ended December 31, 2006 and 2005 | |||
Notes to Financial Statements | |||
(ii) | The following financial statement schedule for the years ended December 31, 2006, 2005 and 2004 is filed as part of Item 15 of the Companys Annual Report on Form 10-K filed on March 1, 2007 and should be read in conjunction with the consolidated and combined financial statements. | ||
Schedule II Valuation and Qualifying Accounts |
Page | ||
Independent accountants audit report |
1 | |
Financial statements: |
||
Balance sheets |
2 | |
Statements of income |
3 | |
Statements of members equity |
4 | |
Statements of cash flows |
5 | |
Notes to financial statements |
6-9 |
2006 | 2005 | |||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 20,744,075 | $ | 28,014,123 | ||||
Accounts receivable |
712,779 | 804,432 | ||||||
Loans receivable, related party |
28,165 | 9,283 | ||||||
Stage show investments |
907,557 | 1,875,869 | ||||||
Prepaid expenses and other |
1,825,253 | 2,135,015 | ||||||
Total current assets |
24,217,829 | 32,838,722 | ||||||
Property and equipment, less accumulated depreciation
(2006, $397,868; 2005, $294,721) |
1,466,607 | 865,472 | ||||||
$ | 25,684,436 | $ | 33,704,194 | |||||
LIABILITIES AND MEMBERS EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 64,120 | $ | 1,509,795 | ||||
Loans payable, related party |
0 | 13,427 | ||||||
Accrued liabilities |
1,553,768 | 1,146,442 | ||||||
Advance ticket sales |
20,782,839 | 22,747,501 | ||||||
Total current liabilities |
22,400,727 | 25,417,165 | ||||||
Members equity |
3,283,709 | 8,287,029 | ||||||
$ | 25,684,436 | $ | 33,704,194 | |||||
2
2006 | 2005 | |||||||
Ticket sales |
$ | 19,161,096 | $ | 13,692,286 | ||||
Other revenue |
40,604,872 | 35,822,580 | ||||||
59,765,968 | 49,514,866 | |||||||
Operating expenses |
38,745,585 | 29,739,804 | ||||||
Gross profit |
21,020,383 | 19,775,062 | ||||||
Sales, general and administrative expenses |
8,875,440 | 8,088,249 | ||||||
Income from operations |
12,144,943 | 11,686,813 | ||||||
Other income
|
||||||||
Interest income |
960,551 | 575,739 | ||||||
Gain(Loss) from stage show investments |
1,090,441 | (328,107 | ) | |||||
Miscellaneous income |
19,245 | 5,563 | ||||||
2,070,237 | 253,195 | |||||||
Net income |
$ | 14,215,180 | $ | 11,940,008 | ||||
3
2006 | 2005 | |||||||
Balance, beginning |
$ | 8,287,029 | $ | 2,144,021 | ||||
Net income for the year |
14,215,180 | 11,940,008 | ||||||
Distributions to members |
(19,218,500 | ) | (5,797,000 | ) | ||||
Balance, ending |
$ | 3,283,709 | $ | 8,287,029 | ||||
4
2006 | 2005 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 14,215,180 | $ | 11,940,008 | ||||
Adjustments to reconcile net income to net
cash provided by (used in) operating activities: |
||||||||
Depreciation |
134,322 | 91,360 | ||||||
(Gain)Loss from stage show investments |
(1,090,441 | ) | 328,107 | |||||
Changes in assets and liabilities: |
||||||||
(Increase)Decrease in accounts receivable |
91,653 | 1,249,515 | ||||||
(Increase)Decrease in prepaid expenses |
309,762 | (462,261 | ) | |||||
Increase(Decrease) in accounts payable |
(1,445,675 | ) | 1,351,429 | |||||
Increase(Decrease) in advanced ticket sales |
(1,964,662 | ) | 5,678,526 | |||||
Increase(Decrease) in accrued liabilities |
407,326 | 519,715 | ||||||
Total adjustments |
(3,557,715 | ) | 8,756,391 | |||||
Net cash provided by operating activities |
10,657,465 | 20,696,399 | ||||||
Cash flows provided by(used in) investing activities: |
||||||||
Purchase of property and equipment |
(735,457 | ) | (151,102 | ) | ||||
Due from related parties |
(18,882 | ) | 2,564 | |||||
Investments in stage show investments |
(168,748 | ) | (3,625,000 | ) | ||||
Distributions from stage show investments |
2,227,500 | 1,581,372 | ||||||
Net cash provided by(used in) investing activities |
1,304,414 | (2,192,166 | ) | |||||
Cash flows used in financing activities: |
||||||||
Due to related parties |
(13,427 | ) | 3,768 | |||||
Distributions to members |
(19,218,500 | ) | (5,797,000 | ) | ||||
Net cash used in financing activities |
(19,231,927 | ) | (5,793,232 | ) | ||||
Net increase(decrease) in cash and cash equivalents |
(7,270,048 | ) | 12,711,001 | |||||
Cash and cash equivalents, beginning of year |
28,014,123 | 15,303,122 | ||||||
Cash and cash equivalents, end of year |
$ | 20,744,075 | $ | 28,014,123 | ||||
5
1. | Summary of significant accounting policies: | |
A summary of the Companys significant accounting policies consistently applied in the preparation of the accompanying financial statements follows. |
6
1. | Summary of significant accounting policies: (Continued) |
2. | Property and equipment:
Property and equipment, stated at cost, consist of the following:
|
2006 | 2005 | |||||||
Furniture |
$ | 61,915 | $ | 57,709 | ||||
Office equipment |
492,978 | 398,234 | ||||||
Leasehold improvements |
1,309,582 | 704,250 | ||||||
1,864,475 | 1,160,193 | |||||||
Less accumulated depreciation |
(397,868 | ) | (294,721 | ) | ||||
$ | 1,466,607 | $ | 865,472 | |||||
3. | Related party activity: | |
Loans to and from affiliates represent advances between the Company and other entities controlled by one or more of the members. The loans are non-interest bearing. They are due on demand. |
2006 | 2005 | |||||||
Chicago Concessions, Inc. |
$ | 2,050 | $ | 0 | ||||
Oz Sings Joint Venture |
0 | 1,693 | ||||||
Live Nation |
26,115 | 0 | ||||||
Windy City Broadway, LLC |
0 | 7,590 | ||||||
$ | 28,165 | $ | 9,283 | |||||
7
3. | Related party activity: (Continued) |
Chicago Concessions, Inc. |
$ | 0 | $ | 12,927 | ||||
Windy City Broadway, LLC |
0 | 500 | ||||||
$ | 0 | $ | 13,427 | |||||
4. | Income Taxes: | |
No provision has been made for income taxes for the Company, since such taxes, if any, are the liability of the individual members. | ||
5. | Concentration of credit risk: | |
Financial instruments that potentially subject the company to concentration of credit risk consist of cash on deposit with local financial institutions. These funds were on deposit in accounts at institutions insured by the Federal Deposit Insurance Corporation (FDIC). At December 31, 2006 and 2005, the excess of the insured amount ($100,000) amounted to approximately $22,800,000 and $18,500,000, respectively. | ||
6. | Other revenue: | |
Other revenue consists of the following amounts: |
2006 | 2005 | |||||||
Service fees |
$ | 4,153,537 | $ | 3,835,291 | ||||
Commissions |
2,343,299 | 1,779,461 | ||||||
Concessions |
755,999 | 603,273 | ||||||
Miscellaneous |
481,646 | 302,995 | ||||||
Restoration fees |
3,227,298 | 2,701,606 | ||||||
Rental |
6,078,048 | 5,761,021 | ||||||
Presenter fees |
21,831,892 | 19,139,949 | ||||||
Sponsorship |
1,733,153 | 1,688,694 | ||||||
$ | 40,604,872 | $ | 35,812,290 | |||||
8
7. | Agreements: | |
The Company has a twenty-year lease agreement with a related party to lease space to the related party for exclusive and limited right to operate concession stands and coat check rooms. For the years ended December 31, 2006 and 2005, income from this agreement was $755,999 and $603,273, respectively. | ||
8. | Retirement Plan: | |
The Company sponsors a retirement plan for all eligible employees under Section 401(k) of the Internal Revenue Code. Participants may make voluntary contributions to the plan based upon a percentage of eligible compensation. The plan provides for a matching contribution by the Company equal to 50% of the first 6% of the participants contributions. For the years ended December 31, 2006 and 2005, the Company contributed approximately $37,000 and $37,500, respectively, to the plan. | ||
9. | Commitments and contingencies: | |
The Company leases a theatre under a lease through December 31, 2049, with the Company having the right to extend the term for an additional forty-nine (49) years. The base rent is $200,000 per year, plus any taxes levied on the theatre, payable in monthly installments. Additional percentage rent is based on Net Theatre Income, as calculated according to the lease. The allocation of general and administrative expenses is subject to updating effective July 1, 2003 and every subsequent 5th anniversary of such date if the landlord believes it creates an unfair allocation and gives the Company a notice to that effect within ninety (90) days prior to the Reset date. | ||
The Company leases office space under a lease expiring January 31, 2013. | ||
Minimum lease commitments as of December 31, 2006 are as follows: |
Year Ending | Amount | |||
December 31, 2007 |
$ | 337,115 | ||
December 31, 2008 |
341,233 | |||
December 31, 2009 |
345,471 | |||
December 31, 2010 |
349,834 | |||
December 31, 2011 |
354,329 | |||
Thereafter |
7,772,431 | |||
$ | 9,500,413 | |||
9
Exhibit | ||
Number | Description | |
2.1
|
Master Separation and Distribution Agreement between Clear Channel Communications, Inc. and CCE Spinco, Inc., (now Live Nation, Inc.) dated December 20, 2005 (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
2.2
|
Agreement and Plan of Merger, dated June 30, 2006, by and among Live Nation Worldwide, Inc., Harry Merger Sub Inc., HOB Entertainment, Inc. (HOB) and certain HOB stockholders named therein (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed July 7, 2006). | |
3.1
|
Amended and Restated Certificate of Incorporation of CCE Spinco, Inc. (Incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed December 16, 2005). | |
3.2
|
Amended and Restated Bylaws of CCE Spinco, Inc. (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
4.1
|
Rights Agreement between CCE Spinco, Inc. and The Bank of New York, as rights agent, dated December 21, 2005 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
4.2
|
Form of Certificate of Designations of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
4.3
|
Form of Right Certificate (incorporated by reference to Exhibit 4.3 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
4.4
|
Lockup and Registration Rights Agreement, dated May 26, 2006, by and among Live Nation, Inc., SAMCO Investments Ltd., Concert Productions International Inc., CPI Entertainment Rights, Inc., and the other parties set forth therein (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed June 2, 2006). | |
4.5
|
Incremental Assumption Agreement and Amendment No. 1 dated as of November 3, 2006, to the Credit Agreement dated as of December 21, 2005, among Live Nation, Inc., Live Nation Worldwide, Inc. and the Foreign Borrowers party thereto, as Borrowers, JP Morgan Chase, N.A., as Administrative Agent, JP Morgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, J.P. Morgan Europe Limited, as London Agent, and Bank of America, N.A., as Syndication Agent (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K filed November 9, 2006). | |
4.6
|
Amendment No. 2 dated as of December 6, 2006, to the Credit Agreement dated as of December 21, 2005, as amended as of November 3, 2006, among Live Nation, Inc., Live Nation Worldwide, Inc. and the Foreign Borrowers party thereto, as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, J.P. Morgan Europe Limited, as London Agent, and Bank of America, N.A., as Syndication Agent (incorporated by reference to Exhibit 4.3 of the Companys Current Report on Form 8-K filed December 21, 2006). | |
4.7
|
Incremental Assumption Agreement and Amendment No. 3 dated as of December 11, 2006, to the Credit Agreement dated as of December 21, 2005, as amended as of November 3, 2006 and December 11, 2006, among Live Nation, Inc., Live Nation Worldwide, Inc. and the Foreign Borrowers party thereto, as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, J.P. Morgan Europe Limited, as London Agent, and Bank of America, N.A., as Syndication Agent (incorporated by reference to Exhibit 4.4 of the Companys Current Report on Form 8-K filed December 21, 2006). | |
4.8
|
Amendment No 1. to the Live Nation, Inc. Nonqualified Deferred Compensation Plan, effective August 4, 2006 (incorporated by reference to Exhibit 4.2 of the Companys Registration Statement on Form S-8 filed December 7, 2006 (No. 333-139178)). | |
10.1
|
Transition Services Agreement between CCE Spinco, Inc. and Clear Channel Management Services, L.P. dated December 21, 2005 (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.2
|
Tax Matters Agreement among CCE Spinco, Inc., CCE Holdco #2, Inc. and Clear Channel Communications, Inc., dated December 21, 2005 (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.3
|
Employee Matters Agreement between CCE Spinco, Inc. and Clear Channel Communications, Inc., dated December 21, 2005 (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.4
|
Trademark and Copyright License Agreement between CCE Spinco, Inc. and Clear Channel Identity, L.P., dated December 21, 2005 (incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.5 §
|
Clear Channel Entertainment Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.5 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.6
|
Certificate of Incorporation of CCE Holdco #2, Inc. (incorporated by reference to Exhibit 10.6 of the Companys Current Report on Form 8-K filed December 23, 2005). |
Exhibit | ||
Number | Description | |
10.7 §
|
CCE Spinco, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.8 §
|
Form of Stock Option Agreement under the CCE Spinco, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.9 §
|
Form of Restricted Stock Award Agreement under the CCE Spinco, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.10 §
|
CCE Spinco, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.10 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.11
|
Credit Agreement, dated as of December 21, 2005, among SFX Entertainment, Inc. and the foreign borrowers party thereto, as Borrowers, and CCE Spinco, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, J.P. Morgan Europe Limited, as London Agent, Bank of America, N.A., as Syndication Agent, and J.P. Morgan Securities Inc. and Bank of America Securities LLC, as Co-Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.11 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.12
|
Guarantee and Collateral Agreement, dated December 21, 2005, among CCE Spinco, Inc., SFX Entertainment, Inc., the other subsidiaries of CCE Spinco, Inc. identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.12 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.13 §
|
Employment Agreement, dated August 17, 2005, by and between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment and Michael Rapino (incorporated by reference to Exhibit 10.7 of the Companys Registration Statement on Form 10 (File No. 001-32601)). | |
10.14 §
|
Employment Agreement, dated November 28, 2005, by and between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment and Alan Ridgeway (incorporated by reference to Exhibit 10.11 of the Companys Registration Statement on Form 10 (File No. 001-32601)). | |
10.15 §
|
First Amendment to Employment Agreement entered into August 8, 2006 by and between Live Nation Worldwide, Inc. and Alan Ridgeway (incorporated by reference to Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q filed August 11, 2006). | |
10.16 §
|
Employment Agreement, dated December 22, 2004, by and between Kathy Willard and SFX Entertainment, Inc., d/b/a/Clear Channel Entertainment, as amended December 1, 2005 effective January 1, 2005 (incorporated by reference to Exhibit 10.13 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.17 §
|
Employment Agreement dated March 13, 2006 by and between SFX Entertainment, Inc., d/b/a Live Nation, and Michael G. Rowles (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed February 1, 2006). | |
10.18 §
|
Employment Agreement entered into May 1, 2006 by and between SFX Entertainment, Inc., d/b/a Live Nation and Charles Walker (incorporated by reference to Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q filed August 11, 2006). | |
10.19 §
|
Employment Agreement entered into May 1, 2006 by and between SFX Entertainment, Inc., d/b/a Live Nation and Bruce Eskowitz (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed May 5, 2006). | |
10.20
|
Membership Interest Purchase Agreement dated January 26, 2006 by and among SFX Sports Group, Inc. and Arn Tellem (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed March 17, 2006). | |
10.21
|
Stock Purchase Agreement, dated May 26, 2006, by and among Live Nation, Inc., SFX Entertainment, Inc., SAMCO Investments Ltd., Concert Productions International Inc., CPI Entertainment Rights, Inc., Michael Cohl and the other parties set forth therein (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed June 2, 2006). | |
10.22
|
Securityholders Agreement, dated May 26, 2006, by and among Live Nation, Inc., SFX Entertainment, Inc., SAMCO Investments Ltd., Concert Productions International Inc., CPI Entertainment Rights, Inc., Michael Cohl and the other parties set forth therein (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed June 2, 2006). | |
10.23 §
|
Services Agreement, dated May 26, 2006, by and among CPI International Touring Inc., CPI Touring (USA), Inc., Grand Entertainment (Row), LLC, CPI Entertainment Content (2005), Inc., CPI Entertainment Content (2006), Inc., KSC Consulting (Barbados) Inc. and Michael Cohl (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed June 2, 2006). | |
10.24
|
Credit Agreement, dated May 26, 2006, by and among Live Nation, Inc., SFX Entertainment, Inc., CPI International Touring Inc., CPI Touring (USA), Inc., Grand Entertainment (Row), LLC, CPI Entertainment Content (2005), Inc., and CPI Entertainment Content (2006), Inc. (incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K filed June 2, 2006). |
Exhibit | ||
Number | Description | |
12.1 *
|
Computation of Ratio of Earnings to Fixed Charges. | |
21.1 *
|
Subsidiaries of the Company. | |
23.1 *
|
Consent of Ernst & Young LLP | |
23.2 **
|
Consent of Zwick & Steinberger, P.L.L.C. | |
31.1 **
|
Certification of Chief Executive Officer. | |
31.2 **
|
Certification of Chief Financial Officer. | |
32.1 **
|
Section 1350 Certification of Chief Executive Officer. | |
32.2 **
|
Section 1350 Certification of Chief Financial Officer. |
* | Previously filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2006, which was filed with the Securities and Exchange Commission on March 1, 2007. | |
** | Filed herewith. | |
§ | Management contract or compensatory plan or arrangement. |
LIVE NATION, INC. | ||||||
By: | /s/ Michael Rapino | |||||
Michael Rapino President and Chief Executive Officer |
Name | Title | Date | ||
/s/ Michael Rapino
|
President and Chief Executive Officer and Director | March 30, 2007 | ||
/s/ Alan Ridgeway
|
Chief Financial Officer | March 30, 2007 | ||
/s/ Kathy Willard
|
Chief Accounting Officer | March 30, 2007 | ||
*
|
Director | March 30, 2007 | ||
*
|
Director | March 30, 2007 | ||
*
|
Director | March 30, 2007 | ||
*
|
Director | March 30, 2007 | ||
*
|
Director | March 30, 2007 | ||
*
|
Director | March 30, 2007 | ||
*
|
Director | March 30, 2007 | ||
*
|
Director | March 30, 2007 | ||
*
|
Director | March 30, 2007 | ||
*
|
Director | March 30, 2007 | ||
*
|
Director | March 30, 2007 | ||
* | Signed by Alan Ridgeway as attorney-in-fact and agent for the Directors indicated. |
Exhibit | ||
Number | Description | |
2.1
|
Master Separation and Distribution Agreement between Clear Channel Communications, Inc. and CCE Spinco, Inc., (now Live Nation, Inc.) dated December 20, 2005 (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
2.2
|
Agreement and Plan of Merger, dated June 30, 2006, by and among Live Nation Worldwide, Inc., Harry Merger Sub Inc., HOB Entertainment, Inc. (HOB) and certain HOB stockholders named therein (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed July 7, 2006). | |
3.1
|
Amended and Restated Certificate of Incorporation of CCE Spinco, Inc. (Incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed December 16, 2005). | |
3.2
|
Amended and Restated Bylaws of CCE Spinco, Inc. (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
4.1
|
Rights Agreement between CCE Spinco, Inc. and The Bank of New York, as rights agent, dated December 21, 2005 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
4.2
|
Form of Certificate of Designations of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
4.3
|
Form of Right Certificate (incorporated by reference to Exhibit 4.3 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
4.4
|
Lockup and Registration Rights Agreement, dated May 26, 2006, by and among Live Nation, Inc., SAMCO Investments Ltd., Concert Productions International Inc., CPI Entertainment Rights, Inc., and the other parties set forth therein (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed June 2, 2006). | |
4.5
|
Incremental Assumption Agreement and Amendment No. 1 dated as of November 3, 2006, to the Credit Agreement dated as of December 21, 2005, among Live Nation, Inc., Live Nation Worldwide, Inc. and the Foreign Borrowers party thereto, as Borrowers, JP Morgan Chase, N.A., as Administrative Agent, JP Morgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, J.P. Morgan Europe Limited, as London Agent, and Bank of America, N.A., as Syndication Agent (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K filed November 9, 2006). | |
4.6
|
Amendment No. 2 dated as of December 6, 2006, to the Credit Agreement dated as of December 21, 2005, as amended as of November 3, 2006, among Live Nation, Inc., Live Nation Worldwide, Inc. and the Foreign Borrowers party thereto, as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, J.P. Morgan Europe Limited, as London Agent, and Bank of America, N.A., as Syndication Agent (incorporated by reference to Exhibit 4.3 of the Companys Current Report on Form 8-K filed December 21, 2006). | |
4.7
|
Incremental Assumption Agreement and Amendment No. 3 dated as of December 11, 2006, to the Credit Agreement dated as of December 21, 2005, as amended as of November 3, 2006 and December 11, 2006, among Live Nation, Inc., Live Nation Worldwide, Inc. and the Foreign Borrowers party thereto, as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, J.P. Morgan Europe Limited, as London Agent, and Bank of America, N.A., as Syndication Agent (incorporated by reference to Exhibit 4.4 of the Companys Current Report on Form 8-K filed December 21, 2006). | |
4.8
|
Amendment No 1. to the Live Nation, Inc. Nonqualified Deferred Compensation Plan, effective August 4, 2006 (incorporated by reference to Exhibit 4.2 of the Companys Registration Statement on Form S-8 filed December 7, 2006 (No. 333-139178)). | |
10.1
|
Transition Services Agreement between CCE Spinco, Inc. and Clear Channel Management Services, L.P. dated December 21, 2005 (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.2
|
Tax Matters Agreement among CCE Spinco, Inc., CCE Holdco #2, Inc. and Clear Channel Communications, Inc., dated December 21, 2005 (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.3
|
Employee Matters Agreement between CCE Spinco, Inc. and Clear Channel Communications, Inc., dated December 21, 2005 (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.4
|
Trademark and Copyright License Agreement between CCE Spinco, Inc. and Clear Channel Identity, L.P., dated December 21, 2005 (incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.5 §
|
Clear Channel Entertainment Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.5 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.6
|
Certificate of Incorporation of CCE Holdco #2, Inc. (incorporated by reference to Exhibit 10.6 of the Companys Current Report on Form 8-K filed December 23, 2005). |
Exhibit | ||
Number | Description | |
10.7 §
|
CCE Spinco, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.8 §
|
Form of Stock Option Agreement under the CCE Spinco, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.9 §
|
Form of Restricted Stock Award Agreement under the CCE Spinco, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.10 §
|
CCE Spinco, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.10 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.11
|
Credit Agreement, dated as of December 21, 2005, among SFX Entertainment, Inc. and the foreign borrowers party thereto, as Borrowers, and CCE Spinco, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, J.P. Morgan Europe Limited, as London Agent, Bank of America, N.A., as Syndication Agent, and J.P. Morgan Securities Inc. and Bank of America Securities LLC, as Co-Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.11 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.12
|
Guarantee and Collateral Agreement, dated December 21, 2005, among CCE Spinco, Inc., SFX Entertainment, Inc., the other subsidiaries of CCE Spinco, Inc. identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.12 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.13 §
|
Employment Agreement, dated August 17, 2005, by and between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment and Michael Rapino (incorporated by reference to Exhibit 10.7 of the Companys Registration Statement on Form 10 (File No. 001-32601)). | |
10.14 §
|
Employment Agreement, dated November 28, 2005, by and between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment and Alan Ridgeway (incorporated by reference to Exhibit 10.11 of the Companys Registration Statement on Form 10 (File No. 001-32601)). | |
10.15 §
|
First Amendment to Employment Agreement entered into August 8, 2006 by and between Live Nation Worldwide, Inc. and Alan Ridgeway (incorporated by reference to Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q filed August 11, 2006). | |
10.16 §
|
Employment Agreement, dated December 22, 2004, by and between Kathy Willard and SFX Entertainment, Inc., d/b/a/Clear Channel Entertainment, as amended December 1, 2005 effective January 1, 2005 (incorporated by reference to Exhibit 10.13 of the Companys Current Report on Form 8-K filed December 23, 2005). | |
10.17 §
|
Employment Agreement dated March 13, 2006 by and between SFX Entertainment, Inc., d/b/a Live Nation, and Michael G. Rowles (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed February 1, 2006). | |
10.18 §
|
Employment Agreement entered into May 1, 2006 by and between SFX Entertainment, Inc., d/b/a Live Nation and Charles Walker (incorporated by reference to Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q filed August 11, 2006). | |
10.19 §
|
Employment Agreement entered into May 1, 2006 by and between SFX Entertainment, Inc., d/b/a Live Nation and Bruce Eskowitz (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed May 5, 2006). | |
10.20
|
Membership Interest Purchase Agreement dated January 26, 2006 by and among SFX Sports Group, Inc. and Arn Tellem (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed March 17, 2006). | |
10.21
|
Stock Purchase Agreement, dated May 26, 2006, by and among Live Nation, Inc., SFX Entertainment, Inc., SAMCO Investments Ltd., Concert Productions International Inc., CPI Entertainment Rights, Inc., Michael Cohl and the other parties set forth therein (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed June 2, 2006). | |
10.22
|
Securityholders Agreement, dated May 26, 2006, by and among Live Nation, Inc., SFX Entertainment, Inc., SAMCO Investments Ltd., Concert Productions International Inc., CPI Entertainment Rights, Inc., Michael Cohl and the other parties set forth therein (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed June 2, 2006). | |
10.23 §
|
Services Agreement, dated May 26, 2006, by and among CPI International Touring Inc., CPI Touring (USA), Inc., Grand Entertainment (Row), LLC, CPI Entertainment Content (2005), Inc., CPI Entertainment Content (2006), Inc., KSC Consulting (Barbados) Inc. and Michael Cohl (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed June 2, 2006). | |
10.24
|
Credit Agreement, dated May 26, 2006, by and among Live Nation, Inc., SFX Entertainment, Inc., CPI International Touring Inc., CPI Touring (USA), Inc., Grand Entertainment (Row), LLC, CPI Entertainment Content (2005), Inc., and CPI Entertainment Content (2006), Inc. (incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K filed June 2, 2006). | |
12.1 *
|
Computation of Ratio of Earnings to Fixed Charges. |
Exhibit | ||
Number | Description | |
21.1 *
|
Subsidiaries of the Company. | |
23.1 *
|
Consent of Ernst & Young LLP | |
23.2 **
|
Consent of Zwick & Steinberger, P.L.L.C. | |
31.1 **
|
Certification of Chief Executive Officer. | |
31.2 **
|
Certification of Chief Financial Officer. | |
32.1 **
|
Section 1350 Certification of Chief Executive Officer. | |
32.2 **
|
Section 1350 Certification of Chief Financial Officer. |
* | Previously filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2006, which was filed with the Securities and Exchange Commission on March 1, 2007. | |
** | Filed herewith. | |
§ | Management contract or compensatory plan or arrangement. |