United States, et al. v. Ticketmaster Entertainment Inc. and Live Nation Inc.; Proposed Final Judgment and Competitive Impact Statement, 6709-6728 [2010-2754]

Agencies

• Antitrust Division
• Department of Justice

[Federal Register Volume 75, Number 27 (Wednesday, February 10, 2010)]
[Notices]
[Pages 6709-6728]
From the Federal Register Online via the Government Printing 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 https://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: aaron.hoag@usdoj.gov.

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: 
Nancy.Bonnell@azag.gov.

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: 
Nancy.Bonnell@azag.gov.

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: david.curran@arkansasag.gov.

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: Paula.Gibson@doj.ca.gov.

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: Lisa.McGlynn@myfloridalegal.com.

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: RPratt@atg.state.il.us.

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: Layne.Lindebak@iowa.gov.

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: deblieuxs@ag.state.la.us.

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: William.Matlack@state.ma.us, e-mail: 
Matthew.Lyons@state.ma.us.

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: 
leslie.levy@nebraska.gov.

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: BArmstrong@ag.nv.gov.

    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: jennifer.pratt@ohioattorneygeneral.gov., 
patrick.o'shaughnessy@ohioattorneygeneral.gov.

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: caren.rovics@doj.state.or.us.

    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: jdonahue@attorneygeneral.gov, e-mail: 
jthomson@attorneygeneral.gov, e-mail: nmarden@attorneygeneral.gov, 
e-mail: jbetsko@attorneygeneral.gov.

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: emurray@riag.ri.gov.

    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: Vic.Domen@ag.tn.gov.

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: 
david.ashton@oag.state.tx.us.
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: cooleygj@doj.state.wi.us.

[[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: 
SRoyall@gibsondunn.com.

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: michael.egge@LW.com.

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: aaron.hoag@usdoj.gov.

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, 
t