Kara Swisher

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Ticketmaster-Live Nation Merger Gets Conditional Thumbs Up From DOJ (Plus D7 Video With TKTM CEO Azoff)

While many thought it would not sail through regulatory scrutiny easily, and it has taken a year, the merger of two entertainment industry giants–Ticketmaster and Live Nation–can go forward as long as a certain set of conditions is met, the Department of Justice said.

And while DOJ’s antitrust head, Christine Varney, told reporters today that she warned the two companies that the federal government was prepared to litigate if necessary, it–well–did not.

“We concluded the transaction as originally proposed was anti-competitive,” said Varney, a statement that was pretty much negated by her decision not to block the merger, given that the conditions she set were not a stretch for the parties to meet.

Still, Varney noted: “The proposed settlement allows for strong competitors to Ticketmaster, allowing concert venues to have more and better choices for their ticketing needs, and provides for anti-retaliation provisions, which will keep the merged company in check.”

We shall see about that–many are expecting even higher ticket prices and “fees.”

The companies also reached an agreement with 17 State Attorneys General as part of the U.S. consent decree, as well as with the Canadian Commissioner of Competition.

Not surprisingly, shares of both West Hollywood-based Ticketmaster (TKTM) and Live Nation (LYV) of Beverly Hills, Calif., were up about 15 percent today, even though the deal still has to undergo public comment and be approved by a judge.

But after today, Ticketmaster investors will get Live Nation stock, valued at $15.49, and with its ticker retired, Ticketmaster shares will no longer trade.

Now the combined company will be able to do everything from selling tickets to booking artists to selling their T-shirts and more.

And all Live Nation and Ticketmaster have to do to operate like this is sell off a college sports ticketing unit to Comcast (CMCSA) and license ticketing software to Live Nation’s nearest competitor, the Anschutz Entertainment Group.

Also, for a decade, the merged company cannot play dirty, blackballing those who decide they don’t want to use its services.

With 75 big venues across the U.S. under the purview of Live Nation, that’s a lot of places the world’s largest concert promoter could apply pressure.

And because Ticketmaster is the dominant player in ticketing for sports and entertainment events, as well as the manager of a spate of major acts that play at those Live Nation venues, it’s clear you have a very powerful entity.

It will all be led, in part, by Ticketmaster CEO Irving Azoff, who can be seen below in an interview with BoomTown at the seventh D: All Things Digital conference last May.

One of the most influential behind-the-scenes movers and shakers in the music industry for a long time now, Azoff talked about with me about the merger and digital forces buffeting the entertainment business.

Azoff will be the executive chairman of the merged company, which will be called Live Nation Entertainment, as well as CEO of Front Line artist management. Longtime Hollywood and Internet mogul Barry Diller is set to be chairman, and Michael Rapino will be CEO and president.

Here’s the video of the D7 interview, including the very funny intro that music legend Joe Walsh of the Eagles did for Azoff (and below it, a video of a terrific version of “Life’s Been Good,” sung by Walsh, which it certainly is today for Ticketmaster-Live Nation):

And here’s the press release from Live Nation and Ticketmaster:

LOS ANGELES and WEST HOLLYWOOD, Calif., Jan 25, 2010–Live Nation, Inc. and Ticketmaster Entertainment, Inc. today announced that they have reached agreements with the U.S. Department of Justice (DOJ) and with the Canadian Commissioner of Competition, clearing the way for the merger of the companies. Upon closing, the company will be renamed Live Nation Entertainment, Inc. to reflect the combination of Live Nation’s concert promotions expertise with Ticketmaster’s world-class ticketing solutions and artist relationships.

Under the terms of the proposed final judgment filed today in U.S. District Court for the District of Columbia, the companies have agreed to divest Ticketmaster’s self-ticketing subsidiary, Paciolan, to Comcast-Spectacor and to license the Ticketmaster Host technology to Anschutz Entertainment Group, Inc., as well as to other terms that protect competitive conditions in ticketing and promotions. Seventeen State Attorneys General also participated in the matter and have joined in the U.S. consent decree. The parties’ consent agreement with the Canadian Commissioner of Competition is on substantially equivalent terms.

As previously announced, in connection with the merger, each issued and outstanding share of Ticketmaster common stock will be cancelled and converted into the right to receive a number of shares of Live Nation common stock such that Ticketmaster stockholders will receive approximately 50.01% of the voting power of the combined company. Subject to final confirmation, the companies expect each share of Ticketmaster common stock to be cancelled and converted into the right to receive 1.474 shares of Live Nation common stock in connection with the merger and for Live Nation to issue approximately 84,613,661 shares of Live Nation common stock to Ticketmaster stockholders in the aggregate.

The combined company will be led by Michael Rapino as CEO and President of Live Nation Entertainment and Irving Azoff as Executive Chairman of Live Nation Entertainment and CEO of Front Line. Barry Diller will serve as Chairman of the Board of Live Nation Entertainment. The Board will consist of 14 directors, seven from each company.


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