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Gibson Dunn weighs in for Ticketmaster

by Chris Nolter  |  Published February 20, 2009 at 3:10 PM

Live Nation Inc. and Ticketmaster Entertainment Inc. have had short but active deal lives since their divestitures from Clear Channel Communications Inc. and Barry Diller's IAC/InterActiveCorp, respectively.

Many of the firms advising on their $400 million Feb. 10 merger, which would create the dominant ticket provider, Live Nation Entertainment, with a $2.5 billion enterprise value, can trace their relationships to the companies' spinouts or even further.

Andy Gordon and Sam Britton led the Goldman, Sachs & Co. team advising Live Nation. Goldman has been involved in significant stages of the company's development. Goldman worked on the concert promoter and ticketing company's 2005 spinoff from radio and outdoor advertising company Clear Channel. In 2008, the firm helped Live Nation sell its North American theatrical business to Key Brand Entertainment Inc. for $90 million, and to divest its motor sports division in a $200 million sale to Feld Entertainment Inc. Goldman also advised on Live Nation's $350 million purchase of HOB Entertainment Inc., operator of the House of Blues nightclub chain, in 2006.

For legal advice, Live Nation turned to James Beaubien and Charles Nathan, who led a team from Latham & Watkins LLP. Beaubien has worked extensively with Live Nation over the last three years, and before that had counseled House of Blues.

Fehmi Zeko, Jean Manas, Yusuf Nahmiyas and Rob Weber of Deutsche Bank AG provided a fairness opinion for Live Nation's board. David Boston and Thomas Mark of Willkie Farr & Gallagher LLP were counsel to the bank.

Ticketmaster received legal advice from Pamela Seymon at Wachtell, Lipton, Rosen & Katz, a firm that has long-standing ties to Diller. Seymon worked on the spinout of Ticketmaster from IAC last year, as well as IAC's 2003 purchase of the final minority shares in Ticketmaster. Other lawyers on the Wachtell team advising on the Live Nation deal include Nancy Greenbaum, Sarah Lewis, Justin Rosenberg, Joseph Larson and David Schwartz.

Gibson, Dunn & Crutcher LLP lawyers Steven Sletten and Sean Royall also advised Ticketmater.

The bankers to Ticketmaster include James B. Lee Jr., Jennifer Nason, Andy Sriubas and Anwar Zakkour from J.P. Morgan, which also has a history with Diller and his companies. Before Ticketmaster became an independent company, J.P. Morgan aided IAC in its complex 2005 exit from Vivendi Universal Entertainment LLP. That year the bank also advised the New York media and technology conglomerate on the $1.85 billion purchase of Ask Jeeves Inc.

When Ticketmaster went public in August, J.P. Morgan was the lead arranger on its credit facility. It also advised Ticketmaster on the $123 million purchase of a controlling stake in artist management company Front Line Management Group Inc. in 2008.

Allen & Co. LLC provided a fairness opinion to Ticketmaster's board.

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Tags: Allen & Co. | Ask Jeeves | Barry Diller | Clear Channel | Deutsche Bank | Front Line Management | Gibson Dunn | Goldman Sachs | IAC | J.P. Morgan | Latham & Watkins | Live Nation | Ticketmaster | Vivendi | Wachtell Lipton | Wilkie Farr
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