Federal Register / Vol. 75, No. 27 / Wednesday, February 10, 2010 / Notices 6709 

(4) Affected public who will be asked 

or required to respond, as well as a brief 

abstract. Primary: State, Local, or Tribal 

Government. Other: None. The 

information collected on the survey will 

provide ATF with data on how the 

training participants have transferred 

the knowledge and skills learned to 

their jobs. The Kirkpatrick 4–Level 

Model is used to evaluate ATF training 

programs. 

(5) An estimate of the total number of 

respondents and the amount of time 

estimated for an average respondent to 

respond: It is estimated that 354 

respondents will complete a 12 minute 

survey. 

(6) An estimate of the total public 

burden (in hours) associated with the 

collection: There are an estimated 71 

annual total burden hours associated 

with this collection. 

If additional information is required 

contact: Lynn Bryant, Department 

Clearance Officer, Policy and Planning 

Staff, Justice Management Division, 

Department of Justice, Patrick Henry 

Building, Suite 1600, 601 D Street, NW., 

Washington, DC 20530. 

Dated: February 4, 2010. 

Lynn Bryant, 

Department Clearance Officer, PRA, U.S. 

Department of Justice. 

[FR Doc. 2010–2880 Filed 2–9–10; 8:45 am] 

BILLING CODE 4410–FY–P 

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 ComcastSpectacor, L.P. or another acceptable 

buyer, and to abide by certain 

behavioral restrictions. 

Copies of the Complaint, proposed 

Final Judgment and Competitive Impact 

Statement are available for inspection at 

the Department of Justice, Antitrust 

Division, Antitrust Documents Group, 

450 Fifth Street, NW., Suite 1010, 

Washington, DC 20530 (telephone: 202– 

514–2481), on the Department of 

Justice’s Web site at http:// 

www.justice.gov/atr, and at the Office of 

the Clerk of the United States District 

Court for the District of Columbia. 

Copies of these materials may be 

obtained from the Antitrust Division 

upon request and payment of the 

copying fee set by Department of Justice 

regulations. 

Public comment is invited within 60 

days of the date of this notice. Such 

comments, and responses thereto, will 

be published in the Federal Register 

and filed with the Court. Comments 

should be directed to John Read, Chief, 

Litigation III, Antitrust Division, 

Department of Justice, 450 Fifth Street, 

NW., Suite 4000, Washington, DC 

20530, (telephone: 202–514–7308). 

J. Robert Kramer II, 

Director of Operations. 

United States District Court for the 

District of Columbia 

United States of America, U.S. Department of 

Justice, Antitrust Division, 450 Fifth Street, 

NW., Suite 4000, Washington, DC 20530; 

State of Arizona, Office of the Attorney 

General, 1275 West Washington, Phoenix, 

AZ 85007; 

State of Arkansas, Office of the Attorney 

General, 323 Center Street, Suite 200, Little 

Rock, AR 72201; 

State of California, California Office of the 

Attorney General, 300 So. Spring Street, 

Suite 1702, Los Angeles, CA 90013; 

State of Florida, Office of the Attorney 

General, Antitrust Division, PL–01; The 

Capitol, Tallahassee, FL 32399–1050; 

State of Illinois, Office of the Attorney 

General, 100 West Randolph Street, 

Chicago, IL 60601; 

State of Iowa, Iowa Department of Justice, 

Hoover Office Building-Second Floor, 1305 

East Walnut Street, Des Moines, IA 50319; 

State of Louisiana, Public Protection 

Division, 1885 North Third St., Baton 

Rouge, LA 70802; 

Commonwealth of Massachusetts, Office of 

Attorney General Martha Coakley, One 

Ashburton Place, Boston, MA 02108; 

State of Nebraska, Nebraska Department of 

Justice, 2115 State Capitol, Lincoln, NE 

68509; 

State of Nevada, Office of the Attorney 

General, Bureau of Consumer Protection, 

555 E. Washington Ave., Suite 3900, Las 

Vegas, NV 89101; 

State of Ohio, Office of Ohio Attorney 

General Richard Cordray, 150 E. Gay St., 

23rd Fl., Columbus, OH 43215; 

State of Oregon, Oregon Department of 

Justice, 1162 Court Street NE., Salem, OR 

97301–4096; 

Commonwealth of Pennsylvania, Office of 

Attorney General, Antitrust Section, 14th 

Floor Strawberry Square, Harrisburg, PA 

17120; 

State of Rhode Island, Office of the Attorney 

General, 150 South Main Street, 

Providence, RI 02903; 

State of Tennessee, Office of the Attorney 

General and Reporter, 425 Fifth Avenue 

North, Nashville, TN 37243; 

State of Texas, Office of the Attorney 

General, 300 W. 15th Street, Austin, TX 

78701; and 

State of Wisconsin, Wisconsin Department of 

Justice, 17 West Main Street, Madison, WI 

53707, Plaintiffs, v. 

Ticketmaster Entertainment, Inc., 8800 West 

Sunset Boulevard, West Hollywood, CA 

90069, and Live Nation, Inc., 9348 Civic 

Center Drive, Beverly Hills, CA 90210, 

Defendants. 

Case: 1:10-cv-00139. 

Date Filed: January 25, 2010. 

Complaint 

The United States of America, acting 

under the direction of the Attorney 

General of the United States, and the 

States of Arizona, Arkansas, California, 

Florida, Illinois, Iowa, Louisiana, 

Nebraska, Nevada, Ohio, Oregon, Rhode 

Island, Tennessee, Texas, and 

Wisconsin, and the Commonwealths of 

Massachusetts and Pennsylvania, acting 

under the direction of their respective 

Attorneys General or other authorized 

officials (‘‘Plaintiff States’’) (collectively, 

‘‘Plaintiffs’’), bring this civil action 

pursuant to the antitrust laws of the 

United States to enjoin the proposed 

merger of Ticketmaster Entertainment, 

Inc. (‘‘Ticketmaster’’) and Live Nation, 

Inc. (‘‘Live Nation’’) and to obtain such 

other equitable relief as the Court deems 

appropriate. The United States and the 

Plaintiff States allege as follows: 

I. Introduction 

1. This lawsuit challenges a proposed 

merger between Ticketmaster and Live 

Nation. If not enjoined, the merger will 

eliminate competition between the 

companies in the line of commerce of 

the provision of primary ticketing 

services (‘‘primary ticketing’’) to major 

concert venues in the United States, in 

violation of Section 7 of the Clayton 

Act, as amended, 15 U.S.C. 18. 

2. For over two decades, Ticketmaster 

has been the dominant primary ticketing 

service provider in the United States to, 

among others, major concert venues. 

Primary ticketing, the initial 

distribution of tickets, has been highly 

profitable for Ticketmaster. 

Ticketmaster charges a variety of service 


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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: 

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 


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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 thirdparty service that collects information 

on ticket sales. The pie chart below 

shows primary ticketers’ shares of major 

concert venues, based on seating 

capacity: 

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-perticket 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 


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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 thirdparty 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 thirdparty 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. 

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 § 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 


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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. § 1.51. 

39. Using a measure of market 

concentration called the HerfindahlHirschman Index (‘‘HHI’’), defined and 

explained in Appendix A, the postacquisition 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), 


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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, email: 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. 


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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 (302 + 302 + 

202 + 202 = 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 


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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 nonpublic 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 


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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 noncompete 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 ComcastSpectacor 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, 


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zoning, or other permits pertaining to 

the operation of Paciolan, and that 

following the sale of Paciolan, 

defendants will not undertake, directly 

or indirectly, any challenges to the 

environmental, zoning, or other permits 

relating to the operation of Paciolan. 

J. Defendants shall not take any action 

that will impede in any way the 

permitting, operation, use, or divestiture 

of the Divestiture Assets. 

K. Unless the United States otherwise 

consents in writing, after consultation 

with Plaintiff States, the divestitures 

pursuant to Section IV of this Final 

Judgment shall include the entire 

Divestiture Assets, and shall be 

accomplished in such a way as to satisfy 

the United States, in its sole discretion, 

after consultation with Plaintiff States, 

that the Divestiture Assets can and will 

be used by the Acquirer(s) as part of a 

viable, ongoing business, engaged in 

providing Primary Ticketing Services. 

Divestiture of the Divestiture Assets 

may be made to one or more Acquirers, 

provided that in each instance it is 

demonstrated to the sole satisfaction of 

the United States, after consultation 

with Plaintiff States, that the Divestiture 

Assets will remain viable and the 

divestiture of such assets will remedy 

the competitive harm alleged in the 

Complaint. The divestitures, whether 

pursuant to Section IV or Section V of 

this Final Judgment, 

1. shall be made to an Acquirer(s) 

that, in the United States’s sole 

judgment, after consultation with 

Plaintiff States, has the intent and 

capability (including the necessary 

managerial, operational, technical and 

financial capability) of competing 

effectively in the business of providing 

Primary Ticketing Services; and 

2. shall be accomplished so as to 

satisfy the United States, in its sole 

discretion, after consultation with 

Plaintiff States, that none of the terms of 

any agreement between an Acquirer(s) 

and Defendants give Defendants the 

ability unreasonably to raise the 

Acquirer’s costs, to lower the Acquirer’s 

efficiency, or otherwise to interfere in 

the ability of the Acquirer to compete 

effectively. 

V. Appointment of Trustee To Effect 

Divestiture 

A. If Defendants have not divested 

Paciolan as specified in Section IV.E, 

defendants shall notify the United 

States of that fact in writing. Upon 

application of the United States, the 

Court shall appoint a trustee selected by 

the United States and approved by the 

Court to divest Paciolan in a manner 

consistent with this Final Judgment. 

Defendants consent to appointment of a 

trustee prior to entry of this Final 

Judgment if Paciolan has not been 

divested within the time periods 

provided in Section IV.E. 

B. After the appointment of a trustee 

becomes effective, only the trustee shall 

have the right to sell Paciolan. The 

trustee shall have the power and 

authority to accomplish the divestiture 

to an Acquirer acceptable to the United 

States, after consultation with Plaintiff 

States, at such cash price and on such 

terms as are then obtainable upon 

reasonable effort by the trustee, subject 

to the provisions of Sections IV, V, and 

VI of this Final Judgment, and shall 

have such other powers as this Court 

deems appropriate. 

C. Subject to Section V.E of this Final 

Judgment, the trustee may hire at the 

cost and expense of defendants any 

investment bankers, attorneys, or other 

agents, who shall be solely accountable 

to the trustee, reasonably necessary in 

the trustee’s judgment to assist in the 

divestiture. 

D. Defendants shall not object to a 

sale by the trustee on any ground other 

than the trustee’s malfeasance. Any 

such objections by defendants must be 

conveyed in writing to the United States 

and the trustee within ten (10) calendar 

days after the trustee has provided the 

notice required under Section VI. 

E. The trustee shall serve at the cost 

and expense of defendants, on such 

terms and conditions as the United 

States approves, and shall account for 

all monies derived from the sale of the 

assets sold by the trustee and all costs 

and expenses so incurred. After 

approval by the Court of the trustee’s 

accounting, including fees for its 

services and those of any professionals 

and agents retained by the trustee, all 

remaining money shall be paid to 

defendants and the trust shall then be 

terminated. The compensation of the 

trustee and any professionals and agents 

retained by the trustee shall be 

reasonable in light of the value of 

Paciolan and based on a fee arrangement 

providing the trustee with an incentive 

based on the price and terms of the 

divestiture and the speed with which it 

is accomplished, but timeliness is 

paramount. 

F. Defendants shall use their best 

efforts to assist the trustee in 

accomplishing the required divestiture. 

The trustee and any consultants, 

accountants, attorneys, and other 

persons retained by the trustee shall 

have full and complete access to the 

personnel, books, records, and facilities 

of the business to be divested, including 

any information provided to the United 

States during its investigation of the 

merger related to the business to be 

divested, and defendants shall develop 

financial and other information relevant 

to such business as the trustee may 

reasonably request, subject to reasonable 

protection for trade secret or other 

confidential research, development, or 

commercial information. Defendants 

shall take no action to interfere with or 

to impede the trustee’s accomplishment 

of the divestiture. 

G. After its appointment, the trustee 

shall file monthly reports with the 

United States, Plaintiff States, and the 

Court setting forth the trustee’s efforts to 

accomplish the divestiture ordered 

under this Final Judgment. To the extent 

such reports contain information that 

the trustee deems confidential, such 

reports shall not be filed in the public 

docket of the Court. Such reports shall 

include the name, address, and 

telephone number of each person who, 

during the preceding month, made an 

offer to acquire, expressed an interest in 

acquiring, entered into negotiations to 

acquire, or was contacted or made an 

inquiry about acquiring, any interest in 

Paciolan, and shall describe in detail 

each contact with any such person. The 

trustee shall maintain full records of all 

efforts made to divest Paciolan. 

H. If the trustee has not accomplished 

the divestiture ordered under this Final 

Judgment within six (6) months after its 

appointment, the trustee shall promptly 

file with the Court a report setting forth 

(1) the trustee’s efforts to accomplish the 

required divestiture, (2) the reasons, in 

the trustee’s judgment, why the required 

divestiture has not been accomplished, 

and (3) the trustee’s recommendations. 

To the extent such reports contain 

information that the trustee deems 

confidential, such reports shall not be 

filed in the public docket of the Court. 

The trustee shall at the same time 

furnish such report to the United States 

which shall have the right to make 

additional recommendations consistent 

with the purpose of the trust. The Court 

thereafter shall enter such orders as it 

shall deem appropriate to carry out the 

purpose of the Final Judgment, which 

may, if necessary, include extending the 

trust and the term of the trustee’s 

appointment by a period requested by 

the United States. 

VI. Notice of Proposed Divestiture 

A. Within two (2) business days 

following execution of a definitive 

divestiture agreement, defendants shall 

notify the United States and Plaintiff 

States of any proposed divestiture 

required by Section IV of this Final 

Judgment. Within two (2) business days 

following execution of a definitive 

divestiture agreement, the trustee shall 

notify the United States and Plaintiff 


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States of any proposed divestiture 

required by Section V of this Final 

Judgment. The notice shall set forth the 

details of the proposed divestiture and 

list the name, address, and telephone 

number of each person not previously 

identified who offered or expressed an 

interest in or desire to acquire any 

ownership interest in Paciolan, together 

with full details of the same. 

B. Within fifteen (15) calendar days of 

receipt by the United States and 

Plaintiff States of such notice, the 

United States may request from 

defendants, the proposed Acquirer(s), 

any other third party, or the trustee if 

applicable, additional information 

concerning the proposed divestiture, the 

proposed Acquirer(s), and any other 

potential Acquirer. Defendants and the 

trustee shall furnish any additional 

information requested within fifteen 

(15) calendar days of the receipt of the 

request, unless the parties shall 

otherwise agree. 

C. Within thirty (30) calendar days 

after receipt of the notice or within 

twenty (20) calendar days after the 

United States and Plaintiff States has 

been provided the additional 

information requested from defendants, 

the proposed Acquirer(s), any third 

party, and the trustee, whichever is 

later, the United States shall provide 

written notice to defendants and the 

trustee, if there is one, stating whether 

or not it objects to the proposed 

divestiture. If the United States, after 

consultation with Plaintiff States, 

provides written notice that it does not 

object, the divestiture may be 

consummated, subject only to 

defendants’ limited right to object to the 

sale under Section V.C of this Final 

Judgment. Absent written notice that the 

United States does not object to the 

proposed Acquirer(s) or upon objection 

by the United States, a divestiture 

proposed under Section IV or Section V 

shall not be consummated. Upon 

objection by defendants under Section 

V.D, a divestiture proposed under 

Section V shall not be consummated 

unless approved by the Court. 

VII. Financing 

Defendants shall not finance all or 

any part of any purchase made pursuant 

to Section IV or V of this Final 

Judgment. 

VIII. Hold Separate 

Until the divestiture required by this 

Final Judgment has been accomplished, 

defendants shall take all steps necessary 

to comply with the Hold Separate 

Stipulation and Order entered by this 

Court. Defendants shall take no action 

that would jeopardize the divestiture 

ordered by this Court. 

IX. Anti-Retaliation Provision and 

Other Provisions Designed To Promote 

Competition 

A. Defendants shall not: 

1. Retaliate against a Venue Owner 

because it is known to Defendants that 

the Venue Owner is or is contemplating 

contracting with a company other than 

Defendants for Primary Ticketing 

Services; 

2. Condition or threaten to Condition 

the Provision of Live Entertainment 

Events to a Venue Owner based on that 

Venue Owner refraining from 

contracting with a company other than 

Defendants for Primary Ticketing 

Services; or 

3. Condition or threaten to Condition 

the provision of Primary Ticketing 

Services to a Venue Owner based on 

that Venue Owner refraining from 

contracting with a company other than 

Defendants for the Provision of Live 

Entertainment Events. 

Nothing in this Section prevents 

Defendants from bundling their services 

and products in any combination or 

from exercising their own business 

judgment in whether and how to 

pursue, develop, expand, or compete for 

any ticketing, venue, promotions, artist 

management, or any other business, so 

long as Defendants do so in a manner 

that is not inconsistent with the 

provisions of this Section. 

Evidence that Defendants do or do not 

(a) bid for, contract with, win, or retain 

a venue, artist, or promoter as a client, 

and/or (b) promote a show or shows in 

particular buildings or group of 

buildings (even where similar shows 

historically have been promoted in 

those buildings) is not alone sufficient 

to establish, or create a presumption of, 

a violation of this Section. 

B. Defendants shall not disclose to 

any Covered Employee any Client 

Ticketing Data. Defendants however: (1) 

May disclose Client Ticketing Data 

concerning a specific event to any 

Covered Employee involved in the 

promotion of that event or the 

management of the artist who performed 

at that event, if it does so on the same 

terms it generally provides such 

information to other promoters or artist 

managers not affiliated with Defendants; 

(2) may disclose Client Ticketing Data to 

an Exempted Employee who requires 

the information in order to perform his 

or her job function(s); provided 

however, that such Exempted Employee 

may not use Client Ticketing Data to 

perform any job function(s) that 

primarily involve(s) the day-to-day 

operation or management of Defendants’ 

venues, concert promotions, or artist 

management services; and (3) may 

disclose Client Ticketing Data to any 

Defendant employee where so required 

by law, government regulation, legal 

process, or court order, so long as such 

disclosure is limited to fulfillment of 

that purpose. 

C. If any client of Defendants’ primary 

ticketing services chooses not to renew 

a contract for Primary Ticketing 

Services with Defendants for some or all 

of its venues, upon the expiration of that 

contract and the written request of the 

client, Defendants shall within forty-five 

(45) days provide the client with a 

complete copy of all Client Ticketing 

Data and all Ticket Buyer Data 

historically maintained by Defendants 

for such venue(s) in the ordinary course 

of business, in a form that is reasonably 

usable by the client. Nothing in this 

provision shall be read to: (1) Alter any 

rights Defendants would otherwise have 

to Client Ticketing Data or Ticket Buyer 

Data pursuant to the Primary Ticketing 

Services contract with the client, and/or 

its historical custom, practice, and 

course of dealing with the client; or (2) 

limit any rights the client would 

otherwise have to its Client Ticketing 

Data or Ticket Buyer Data pursuant to 

the Primary Ticketing Services contract 

with Defendants and/or its historical 

custom, practice, and course of dealing 

with Defendants. Defendants shall 

maintain Client Ticketing Data and 

Ticket Buyer Data on behalf of its clients 

for no less than three (3) years. This 

provision only applies to contracts for 

Primary Ticketing Services in effect 

prior to the entry of this Final Judgment. 

X. Affidavits 

A. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, and every thirty (30) calendar 

days thereafter until the divestitures 

have been completed under Section IV 

or Section V, defendants shall deliver to 

the United States and Plaintiff States an 

affidavit as to the fact and manner of its 

compliance with Section IV or Section 

V of this Final Judgment. Each such 

affidavit shall include the name, 

address, and telephone number of each 

person who, during the preceding thirty 

(30) calendar days, made an offer to 

acquire, expressed an interest in 

acquiring, entered into negotiations to 

acquire, or was contacted or made an 

inquiry about acquiring, any interest in 

the Divestiture Assets, and shall 

describe in detail each contact with any 

such person during that period. Each 

such affidavit shall also include a 

description of the efforts defendants 

have taken to solicit buyers for the 

Divestiture Assets, and to provide 


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required information to prospective 

Acquirers, including the limitations, if 

any, on such information. Assuming the 

information set forth in the affidavit is 

true and complete, any objection by the 

United States, after consultation with 

Plaintiff States, to information provided 

by defendants, including limitation on 

information, shall be made within 

fourteen (14) calendar days of receipt of 

such affidavit. 

B. Every two (2) months prior to the 

private label ticketing agreement 

described in Section IV.A.2 becoming 

operational, and every six (6) months 

thereafter, defendants shall deliver to 

the United States and Plaintiff States an 

affidavit that describes in reasonable 

detail all actions defendants have taken 

and all steps defendants have 

implemented on an ongoing basis to 

comply with Section IV.A and the terms 

of Ticketmaster Host Platform binding 

agreement. 

C. Defendants shall, in addition, 

deliver to the United States and Plaintiff 

States an affidavit describing any 

revised or amended agreements with the 

Ticketmaster Host Platform Acquirer 

relating to the agreement required by 

Section IV.A. Such notice shall be 

delivered to the United States and 

Plaintiff States at least fifteen (15) 

calendar days prior to the effective date 

of the revised or amended agreement 

and Defendants shall not implement any 

amended agreement if the United States, 

after consultation with Plaintiff States, 

objects during the fifteen (15) day notice 

period. 

D. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, defendants shall deliver to the 

United States and Plaintiff States an 

affidavit that describes in reasonable 

detail all actions defendants have taken 

and all steps defendants have 

implemented on an ongoing basis to 

comply with Section VIII of this Final 

Judgment. Defendants shall deliver to 

the United States and Plaintiff States an 

affidavit describing any changes to the 

efforts and actions outlined in 

defendants’ earlier affidavits filed 

pursuant to this section within fifteen 

(15) calendar days after the change if 

implemented. 

E. Defendants shall keep all records of 

all efforts made to preserve and divest 

the Divestiture Assets until one year 

after such divestiture has been 

completed. 

XI. Compliance Inspection 

A. For purposes of determining or 

securing compliance with this Final 

Judgment, or of determining whether 

the Final Judgment should be modified 

or vacated, and subject to any legally 

recognized privilege, from time to time 

duly authorized representatives of the 

United States Department of Justice, 

including consultants and other persons 

retained by the United States, shall, 

upon written request of an authorized 

representative of the Assistant Attorney 

General in charge of the Antitrust 

Division, and on reasonable notice to 

defendants, be permitted: 

1. access during defendants’ office 

hours to inspect and copy, or at the 

option of the United States, to require 

defendants to provide hard copy or 

electronic copies of, all books, ledgers, 

accounts, records, data, and documents 

in the possession, custody, or control of 

defendants, relating to any matters 

contained in this Final Judgment; and 

2. to interview, either informally or on 

the record, defendants’ officers, 

employees, or agents, who may have 

their individual counsel present, 

regarding such matters. The interviews 

shall be subject to the reasonable 

convenience of the interviewee and 

without restraint or interference by 

defendants. 

B. Upon the written request of an 

authorized representative of the 

Assistant Attorney General in charge of 

the Antitrust Division, defendants shall 

submit written reports, under oath if 

requested, relating to any of the matters 

contained in this Final Judgment as may 

be requested. Written reports authorized 

under this paragraph may, at the sole 

discretion of the United States, require 

Defendants to conduct, at Defendants’ 

cost, an independent audit or analysis 

relating to any of the matters contained 

in this Final Judgment. 

C. No information or documents 

obtained by the means provided in this 

section shall be divulged by the United 

States to any person other than an 

authorized representative of the 

executive branch of the United States, or 

the Attorney General’s Office of any 

other plaintiff, except in the course of 

legal proceedings to which the United 

States is a party (including grand jury 

proceedings), or for the purpose of 

securing compliance with this Final 

Judgment, or as otherwise required by 

law. 

D. If at the time information or 

documents are furnished by defendants 

to the United States, defendants 

represent and identify in writing the 

material in any such information or 

documents to which a claim of 

protection may be asserted under Rule 

26(c)(1)(G) of the Federal Rules of Civil 

Procedure, and defendants mark each 

pertinent page of such material, ‘‘Subject 

to claim of protection under Rule 

26(c)(1)(G) of the Federal Rules of Civil 

Procedure,’’ then the United States shall 

give defendants ten (10) calendar days 

notice prior to divulging such material 

in any legal proceeding (other than a 

grand jury proceeding). 

XII. Notification 

Unless such transaction is otherwise 

subject to the reporting and waiting 

period requirements of the Hart-ScottRodino Antitrust Improvements Act of 

1976, as amended, 15 U.S.C. 18a (the 

‘‘HSR Act’’), defendants, without 

providing advance notification to the 

United States and Plaintiff States, shall 

not directly or indirectly acquire any 

assets of or any interest, including any 

financial, security, loan, equity or 

management interest, in any person 

that, at any time during the twelve (12) 

months immediately preceding such 

acquisition, was engaged in the United 

States in providing Primary Ticketing 

Services during the term of this Final 

Judgment. 

Such notification shall be provided to 

the United States and Plaintiff States in 

the same format as, and per the 

instructions relating to the Notification 

and Report Form set forth in the 

Appendix to Part 803 of Title 16 of the 

Code of Federal Regulations as 

amended. Notification shall be provided 

at least thirty (30) calendar days prior to 

acquiring any such interest, and shall 

include, beyond what may be required 

by the applicable instructions, the 

names of the principal representatives 

of the parties to the agreement who 

negotiated the agreement, and any 

management or strategic plans 

discussing the proposed transaction. If 

within the 30-day period after 

notification, representatives of the 

United States make a written request for 

additional information, defendants shall 

not consummate the proposed 

transaction or agreement until twenty 

(20) calendar days after submitting all 

such additional information. Early 

termination of the waiting periods in 

this paragraph may be requested and, 

where appropriate, granted in the same 

manner as is applicable under the 

requirements and provisions of the HSR 

Act and rules promulgated thereunder. 

This Section shall be broadly construed 

and any ambiguity or uncertainty 

regarding the filing of notice under this 

Section shall be resolved in favor of 

filing notice. 

XIII. No Reacquisition 

A. Defendants may not reacquire any 

part of the Divestiture Assets during the 

term of this Final Judgment. 

B. Following the expiration of the 

private label ticketing agreement with 

the Ticketmaster Host Platform Acquirer 

required by Section IV.A.2: (1) 


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Defendants shall not provide Primary 

Ticketing Services to any venues in 

North America for which, by virtue of 

an ownership interest, the Ticketmaster 

Host Platform Acquirer controls the 

rights to select the Primary Ticketing 

Services provider; and (2) for all other 

venues in North America, Defendants 

shall not provide Primary Ticketing 

Services on behalf of or pursuant to a 

ticketing contract with the Ticketmaster 

Host Platform Acquirer. Nothing in this 

Section shall prevent Defendants from: 

(1) Competing to provide Primary 

Ticketing Services to venues (including 

such venues managed by the 

Ticketmaster Host Platform Acquirer) 

other than those for which, by virtue of 

an ownership interest, the Ticketmaster 

Host Platform Acquirer controls the 

rights to select the Primary Ticketing 

Services provider; and (2) providing 

Primary Ticketing Services to artist fan 

clubs in venues owned, operated, or 

managed by the Ticketmaster Host 

Platform Acquirer. 

XIV. Retention of Jurisdiction 

This Court retains jurisdiction to 

enable any party to this Final Judgment 

to apply to this Court at any time for 

further orders and directions as may be 

necessary or appropriate to carry out or 

construe this Final Judgment, to modify 

any of its provisions, to enforce 

compliance, and to punish violations of 

its provisions. 

XV. Expiration of Final Judgment 

Unless this Court grants an extension, 

this Final Judgment shall expire ten 

years from the date of its entry. 

XVI. Public Interest Determination 

Entry of this Final Judgment is in the 

public interest. The parties have 

complied with the requirements of the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16, including making copies 

available to the public of this Final 

Judgment, the Competitive Impact 

Statement, and any comments thereon 

and the United States’ responses to 

comments. Based upon the record 

before the Court, which includes the 

Competitive Impact Statement and any 

comments and response to comments 

filed with the Court, entry of this Final 

Judgment is in the public interest. 

Date: Court approval subject to procedures of 

the Antitrust Procedures and Penalties Act, 

15 U.S.C. 16: 

United States District Judge 

United States District Court for the 

District of Columbia 

United States of America, et al., 

Plaintiffs, v. Ticketmaster 

Entertainment, Inc. and Live Nation, 

Inc., Defendants. 

Case: 1:10–cv–00139 

Assigned to: Collyer, Rosemary M. 

Assign. Date: 1/25/2010 

Description: Antitrust 

Competitive Impact Statement 

Plaintiff United States of America 

(‘‘United States’’), pursuant to Section 

2(b) of the Antitrust Procedures and 

Penalties Act (‘‘APPA’’ or ‘‘Tunney Act’’), 

15 U.S.C. 16(b)–(h), files this 

Competitive Impact Statement relating 

to the proposed Final Judgment 

submitted for entry in this civil antitrust 

proceeding. 

I. Nature and Purpose of the Proceeding 

Defendant Ticketmaster 

Entertainment, Inc. (‘‘Ticketmaster’’) and 

Defendant Live Nation, Inc. (‘‘Live 

Nation’’) entered into an agreement, 

dated February 10, 2009, pursuant to 

which they would merge into a new 

entity to be known as Live Nation 

Entertainment. The United States, and 

the States of Arizona, Arkansas, 

California, Florida, Illinois, Iowa, 

Louisiana, Nebraska, Nevada, Ohio, 

Oregon, Rhode Island, Tennessee, 

Texas, and Wisconsin, and the 

Commonwealths of Massachusetts and 

Pennsylvania filed a civil antitrust 

Complaint on January 25, 2010, seeking 

to enjoin the proposed transaction 

because its likely effect would be to 

lessen competition substantially for 

primary ticketing services to major 

concert venues located in the United 

States in violation of Section 7 of the 

Clayton Act, 15 U.S.C. 18. This loss of 

competition likely would result in 

higher prices for and less innovation in 

primary ticketing services. At the same 

time the Complaint was filed, the 

United States also filed a Hold Separate 

Stipulation and Order (‘‘Hold Separate’’) 

and proposed Final Judgment, which 

are designed to eliminate the 

anticompetitive effects of the 

acquisition. Under the proposed Final 

Judgment, which is explained more 

fully below, Defendants are required to 

grant a perpetual license to their Host 

platform and to divest their entire 

Paciolan business in order to establish 

two independent ticketing companies 

capable of competing effectively with 

the merged entity. The Final Judgment 

also prohibits Defendants from engaging 

in certain conduct that would prevent 

equally efficient firms from competing 

effectively. Under the terms of the Hold 

Separate, Ticketmaster will take certain 

steps to ensure that the Paciolan 

business is operated as a competitively 

independent, economically viable and 

ongoing business concern that will 

remain independent and uninfluenced 

by the consummation of the transaction 

and to ensure that competition is 

maintained during the pendency of the 

ordered divestiture. 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered after 

compliance with the APPA. Entry of the 

proposed Final Judgment would 

terminate this action, except that the 

Court would retain jurisdiction to 

construe, modify, or enforce the 

provisions of the proposed Final 

Judgment and to punish and remedy 

violations thereof. 

II. Description of the Events Giving Rise 

to the Alleged Violation 

A. The Concert Industry 

Staging concerts traditionally has 

required the participation of several 

parties. Artists provide the 

entertainment that makes the concert 

possible. Managers and/or agents 

represent artists in negotiations to 

establish the commercial terms on 

which artists will perform. Promoters 

contract with artists to perform at 

particular concerts, assume the financial 

risk of staging the concerts, make the 

arrangements for the concerts to occur at 

certain times and places, and market the 

concerts. Venues are the physical 

locations where concerts occur, and 

venues’ owners, operators, or managers 

usually arrange for the sale of tickets to 

concerts at their venues. Primary 

ticketing companies provide services 

such as Web sites, call centers, and 

retail networks from which tickets may 

be purchased that facilitate the initial 

sale of tickets to concertgoers.1

Contracts between venues and primary 

ticketing companies are individually 

negotiated. In a typical contract, a venue 

agrees to use one primary ticketing 

company as its exclusive service 

provider for several years. In exchange, 

the primary ticketing company often 

agrees to pay to the venue a portion of 

the fees that the primary ticketing 

company charges to concertgoers who 

purchase tickets to events at the venue. 

The primary ticketing company also 

may agree to pay an up-front bonus or 

advance upon execution of the contract. 

Primary ticketing contracts typically 

prohibit venues from reselling the 

primary ticketing services they receive. 

B. The Defendants and the Proposed 

Transaction 

Ticketmaster is the largest primary 

ticketing company in the United States. 

In 2008, Ticketmaster earned gross 


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revenues of about $800 million from its 

U.S. primary ticketing business. 

Ticketmaster offers two principal 

primary ticketing products to venues: 

(1) Host, a Ticketmaster-managed 

platform for selling tickets through 

Ticketmaster’s Web site and other sales 

channels; and (2) Paciolan, a venuemanaged platform for selling tickets 

through the venue’s own Web site and 

other sales channels. In 2008, 

Ticketmaster provided primary ticketing 

services to venues representing more 

than 80% of major concert venues.2 In 

addition to its primary ticketing 

operations, Ticketmaster expanded into 

the artist management business in 2008 

by acquiring a controlling interest in 

Front Line Management Group Inc. 

(‘‘Front Line’’), an important artist 

management firm with clients such as 

the Eagles, Neil Diamond, Jimmy 

Buffett, Christina Aguilera and John 

Mayer. 

Live Nation is the largest concert 

promoter in the United States, earning 

more than $1.3 billion in revenue from 

its U.S. promotions business in 2008 

and promoting shows representing 33% 

of the concert revenues at major concert 

venues in 2008. Live Nation has entered 

long-term partnerships with several 

popular artists including Madonna and 

Jay-Z to exclusively promote their 

concerts, sell recordings of their music, 

and market artist-branded merchandise 

such as T-shirts. Live Nation also owns 

or operates about 70 major concert 

venues throughout the United States. 

And as explained further below, Live 

Nation entered the market for primary 

ticketing services in late December 

2008. 

On February 10, 2009, less than two 

months after its entry into primary 

ticketing, Live Nation agreed to merge 

with Ticketmaster. That proposed 

transaction would substantially lessen 

competition and is the subject of the 

Complaint and proposed Final 

Judgment filed by the United States in 

this matter. 

C. The Market for Primary Ticketing 

Services to Major Concert Venues in the 

United States 

Antitrust law, including Section 7 of 

the Clayton Act, protects consumers 

from anticompetitive conduct, such as 

firms’ acquisition of the ability to raise 

prices above levels that would prevail in 

a competitive market. Market definition 

assists antitrust analysis by focusing 

attention on the relevant portions of the 

economy where competitive effects are 

likely to be felt. Well-defined markets 

encompass the economic actors 

including both sellers and buyers whose 

conduct most strongly influences the 

nature and magnitude of competitive 

effects. To ensure that antitrust analysis 

takes account of a broad enough set of 

products to evaluate whether a 

transaction is likely to lead to a 

substantial lessening of competition, 

defining relevant markets in horizontal 

merger cases frequently begins by 

identifying a collection of products or 

set of services over which a hypothetical 

monopolist profitably could impose a 

small but significant and non-transitory 

increase in price. Here, the United 

States investigation revealed that major 

concert venues would have no 

alternatives to primary ticketing services 

if prices were to rise significantly above 

the levels that would have prevailed but 

for the proposed transaction, so the 

hypothetical-monopolist test would 

exclude all other products or services 

from the relevant market. But that is not 

the end of the market-definition 

exercise. 

When sellers are unable to set 

different terms of sale for different 

buyers, all buyers will face similar 

competitive effects, and a relevant 

product market properly (if implicitly) 

encompasses not only all sellers of the 

relevant product, but all buyers as well. 

But when different buyers may 

experience different competitive effects, 

a well-defined product market 

encompassing fewer than all buyers can 

focus antitrust analysis appropriately on 

those buyers most vulnerable to 

suffering probable and significant 

competitive harm. It also avoids 

conflating in that analysis those buyers 

whose prices are likely to be 

significantly affected with others who 

are unlikely to be harmed substantially. 

One situation in which different 

buyers experience different effects 

involves price discrimination, such as 

when sellers are able to charge different 

prices to different buyers for equivalent 

products. Sellers can price discriminate 

when they are able to identify and target 

vulnerable buyers for price increases 

and when buyers facing low prices 

cannot resell to those facing higher 

prices. Both conditions are present here. 

Venues and primary ticketing 

companies individually negotiate their 

contracts, and the terms of those 

contracts typically make it impossible 

for venues to resell (arbitrage) primary 

ticketing services. 

Because primary ticketing companies 

can price discriminate among different 

venues, the proposed transaction could 

affect different classes of venues 

differently, and antitrust analysis 

requires attention to those venues with 

few alternative primary ticketing 

providers to Ticketmaster and Live 

Nation because, if the proposed 

transaction were consummated, their 

real-world choices would be reduced 

differently than would be other venues’ 

options. Major concert venues require 

more sophisticated primary ticketing 

services than other venues, so each 

tends to select a primary ticketing 

company with an established reputation 

for providing good service to similar 

venues. Ticketmaster has shown that its 

primary ticketing platform is able to 

withstand the heavy transaction volume 

associated with the first hours when 

tickets to popular concerts become 

available to concertgoers (‘‘high-volume 

on-sales’’), offers integrated marketing 

capabilities, and otherwise provides 

proven, high-quality service to venues. 

When the proposed transaction was 

announced, Live Nation was building 

experience selling tickets to concerts at 

its own venues as a way to demonstrate 

to other venues that its primary 

ticketing platform also performed well. 

No primary ticketing company other 

than Ticketmaster and Live Nation has 

amassed or likely could have amassed 

in the near term sufficient scale to 

develop a reputation for successfully 

delivering similarly sophisticated 

primary ticketing services. Additionally, 

Live Nation planned to compete for 

primary ticketing contracts with major 

concert venues, but had less interest in 

serving non-concert venues outside its 

historically core concert expertise. 

Because they would have no equally 

attractive alternative primary ticketing 

provider to the merged firm, and 

because they would have benefited 

more from competition between 

Ticketmaster and Live Nation, major 

concert venues are more vulnerable than 

smaller venues to anticompetitive harms 

caused by the proposed transaction, and 

a well-defined relevant market should 

not encompass customers other than 

major concert venues. For example, a 

high school that hires a student to sell 

tickets to one of its musical productions 

could be said to be buying ‘‘primary 

ticketing services,’’ but the relevant 

market can exclude such other venues 

because there is no significant risk that 

sales to them would affect Defendants’ 

ability to exercise market power over 

major concert venues. 

Antitrust analysis also must consider 

the geographic dimensions of 

competition. Section 7 protects against 

harm to competition ‘‘in any section of 

the country.’’ 15 U.S.C. 18. Here, 

domestic anticompetitive harms would 

be experienced by major concert venues 

located throughout the United States. 

Because the merged firm could price 

discriminate, any effects of the proposed 

transaction on foreign venues would be 


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distinct from any effects on domestic 

venues. Thus, including only major 

concert venues located in the United 

States within the relevant market poses 

no risk of omitting buyers whose 

inclusion would significantly alter the 

antitrust analysis.3

In short, the sale of primary ticketing 

services to major concert venues in the 

United States is a well-defined relevant 

market for the purpose of analyzing the 

effects of the proposed transaction. 

D. The Competitive Effects of the 

Proposed Transaction 

Until 2009, Ticketmaster dominated 

the market for primary ticketing services 

to major concert venues in the United 

States with greater than 80% market 

share. The only other primary ticketing 

companies with greater than a 1% share 

in 2008 were Tickets.com (4%), Front 

Gate Tickets (3%), New Era Tickets 

(2%), Live Nation (2%),4 and Tessitura 

(1%). Ticketmaster’s largest customer 

for primary ticketing services was Live 

Nation, the owner or operator of venues 

representing about 15% of capacity at 

all major concert venues in the United 

States in 2008. Ticketmaster renews its 

primary ticketing contracts at a very 

high rate. Even though Ticketmaster’s 

distribution costs have declined 

dramatically as concertgoers have 

shifted their purchases toward the 

Internet and away from traditional sales 

channels, the ticketing fees retained by 

Ticketmaster have not fallen, and 

Ticketmaster has continued to enjoy 

large profit margins on its primary 

ticketing business for many years. 

These margins have persisted because 

they are protected by high barriers to 

other companies successfully, 

substantially, and profitably entering or 

attempting to expand in the market for 

primary ticketing services to major 

concert venues. First, the platforms 

required to provide primary ticketing 

services to major concert venues are 

technologically complicated and 

expensive to develop and deploy. 

Second, major concert venues are 

reluctant to enter long-term exclusive 

contracts with new primary ticketing 

companies because they lack 

Ticketmaster’s established reputation 

for capably handling high-volume onsales and providing high-quality service 

to venues. Third, the costs of installing 

and training employees to use new 

equipment make it expensive for venues 

to switch between primary ticketing 

companies. Fourth, because there are 

high fixed costs to develop and 

maintain a primary ticketing platform, 

entrants struggle to obtain sufficient 

scale to compete successfully with 

Ticketmaster on price. Fifth, 

Ticketmaster’s scale provides another 

important incumbent advantage over 

other firms extensive data about 

individual concertgoers collected over 

many years. Ticketmaster can use that 

data as a powerful marketing tool to 

secure venue contracts for primary 

ticketing services. Sixth, Ticketmaster’s 

practice of signing long-term exclusive 

contracts with venues limits how 

quickly other firms can amass sufficient 

scale to compete effectively with 

Ticketmaster on any of these 

dimensions. 

By 2008, Ticketmaster’s longstanding 

dominance faced a major threat. Live 

Nation was better positioned to 

overcome the entry barriers discussed 

above than any other existing or 

potential competitor because it could 

achieve sufficient scale to compete 

effectively with Ticketmaster simply by 

ticketing its own venues. Live Nation 

also possessed a unique competitive 

advantage in that it could bundle access 

to important concerts with its ticketing 

service. Recognizing Live Nation’s 

potential to disrupt its dominant 

position in the market for primary 

ticketing services, Ticketmaster 

attempted to renew Live Nation’s 

primary ticketing contract before its 

December 31, 2008 expiration. But Live 

Nation instead chose to license 

technology from CTS Eventim AG 

(‘‘CTS’’) that would enable it to sell 

concert tickets to its own venues 

beginning in 2009 and to compete with 

Ticketmaster for other venues’ primary 

ticketing contracts in the future. 

This competition began even before 

Live Nation’s contract with 

Ticketmaster expired. On September 11, 

2008, Live Nation announced that SMG 

the largest venue management company 

in the United States, with the ability to 

control or influence the selection of 

primary ticketing companies at more 

than 40 major concert venues had 

agreed to use Live Nation’s primary 

ticketing services, if Live Nation could 

provide a primary ticketing platform 

comparable to other leading primary 

ticketing companies. SMG was 

Ticketmaster’s third largest customer 

(behind only Live Nation and Anschutz 

Entertainment Group, Inc.), but it 

switched to Live Nation because SMG 

expected that, if it used Live Nation’s 

primary ticketing services, Live Nation 

would use its strength in promotions to 

bring more concerts to SMG-managed 

venues. On October 14, 2008, Live 

Nation announced that it would provide 

primary ticketing services to New York 

City’s Roseland Ballroom, another 

former Ticketmaster client. By 2009, 

Live Nation provided primary ticketing 

services to more than 15% of the 

capacity at major concert venues in the 

United States. 

Ticketmaster responded to 

competition from Live Nation in several 

ways. First, it offered more attractive 

renewal terms to customers with 

expiring contracts than it had 

customarily offered in order to lock 

customers into long-term deals before 

Live Nation could sign them. Second, 

Ticketmaster acquired a controlling 

interest in Front Line on October 23, 

2008. Front Line’s strength in artist 

management enabled Ticketmaster for 

the first time to offer venues a package 

of primary ticketing services and 

concert content that could rival Live 

Nation’s ticketing-and-content package. 

Finally, Ticketmaster moved to 

eliminate Live Nation entirely as a 

competitor by agreeing to the proposed 

transaction less than two months after 

Live Nation began ticketing with the 

CTS platform. 

The proposed transaction would 

extinguish competition between 

Ticketmaster and Live Nation and 

thereby eliminate the financial benefits 

that venues enjoyed during the brief 

period when Live Nation was poised to 

challenge Ticketmaster’s dominance. 

The proposed transaction would also 

diminish innovation in primary 

ticketing services because the merged 

firm would have reduced incentives to 

develop new features. Further, the 

proposed transaction would result in 

even higher barriers to entry and 

expansion in the market for primary 

ticketing services. In addition to the 

long-standing entry barriers discussed 

above, the merged firm’s ability to 

bundle primary ticketing services 

(implicitly or explicitly) with access to 

artists managed by Front Line and/or 

promoted by Live Nation would require 

competitors to offer venues both 

primary ticketing services and access to 

content in order to compete most 

effectively. 

Defendants have asserted that the 

proposed transaction will generate 

efficiencies sufficient to counteract any 

anticompetitive effects. More 

specifically, they have contended that 

the vertical integration of Ticketmaster 

and Live Nation’s complementary 

businesses will reduce the number of 

industry participants who currently 

must be compensated for a concert to be 

produced and, thus, will allow the 

merged entity to reduce the prices paid 

by venues for primary ticketing services 

and by concertgoers for tickets. While 

appreciating that vertical integration 

may benefit consumers in some 

situations, the United States does not 

fully credit Defendants’ efficiency 

claims because they each could realize 


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many of the asserted efficiencies 

without consummating the proposed 

transaction. Ticketmaster and Live 

Nation each already had expanded 

vertically before they agreed to the 

proposed transaction, and but for the 

proposed transaction, venues and 

concertgoers would have continued to 

enjoy the benefits of competition 

between two vertically integrated 

competitors. A vertically integrated 

monopoly is less likely to spur 

innovation and efficiency than 

competition between vertically 

integrated firms, and a vertically 

integrated monopoly is unlikely to pass 

the benefits of innovation and efficiency 

onto consumers. 

Defendants also contended that Live 

Nation’s impact on ticketing would be 

minimal because of shortcomings in 

Live Nation’s ticketing platform, 

including the absence of a season 

ticketing component, which is 

important for a number of venues. 

Though the CTS platform was originally 

designed for use in Europe, Live Nation 

and CTS have invested heavily to adapt 

it for use in the United States. In the 

first six months of 2009, Live Nation 

used the CTS platform to sell more than 

6 million tickets to concerts at its U.S. 

venues. Before entering the proposed 

transaction, Live Nation had planned to 

continue improving the CTS platform, 

including developing a season ticketing 

component, to make it more attractive to 

potential third-party venue clients in 

the United States. 

III. Explanation of the Proposed Final 

Judgment 

The proposed Final Judgment will 

eliminate the anticompetitive effects of 

the proposed transaction in the market 

for primary ticketing services to major 

concert venues in four principal ways. 

First, the Final Judgment will enable 

Anschutz Entertainment Group, Inc. 

(‘‘AEG’’) to become a new, independent, 

economically viable, and vertically 

integrated competitor in the market for 

primary ticketing services to major 

concert venues. AEG is the second 

largest promoter in the United States 

(behind Live Nation), promoting shows 

representing about 14% of concert 

revenues at major concert venues in 

2008. No company other than AEG or 

Live Nation promotes concerts 

representing more than 4% of the 

concert revenues from major concert 

venues. AEG also owns, operates, or 

manages more than 30 major concert 

venues, representing about 8% of the 

capacity at major U.S. concert venues, 

and it can select (or influence the 

selection of) the primary ticketing 

company for those venues. In addition, 

AEG owns one-half of an important 

artist management firm with several 

popular clients, including Justin 

Timberlake and the Jonas Brothers. Due 

to its significant presence in 

promotions, venues, and artist 

management, AEG is the company best 

positioned to achieve the necessary 

scale, overcome the other entry barriers 

discussed above, and compete 

successfully with the merged firm in the 

market for primary ticketing services to 

major concert venues. 

The Final Judgment facilitates AEG’s 

entry through a two-stage process that 

gives it access to Ticketmaster’s core 

primary ticketing platform, which AEG 

can then use to service its own venues 

and to sell primary ticketing services to 

third-party venues. In the first stage, 

which must begin within six months of 

the proposed transaction’s 

consummation and may continue for up 

to five years, the Final Judgment 

requires Defendants to provide AEG 

with its own branded Web site based on 

Ticketmaster’s Host platform, including 

any upgrades and enhancements (the 

‘‘AEG Site’’). AEG has the right to use the 

AEG Site to sell tickets to events at 

specified venues it currently owns, 

operates, and manages as well as to 

events at any other venues from which 

AEG secures the right to provide 

primary ticketing services. Though AEG 

must pay Defendants royalties for each 

ticket sold through the AEG Site, those 

royalties are below the average rate 

Ticketmaster currently charges, and 

Defendants have no control over AEG’s 

final prices. These provisions 

immediately provide AEG incentives to 

compete with Defendants and diminish 

the risk that AEG would be unable to 

compete successfully had it attempted 

to deploy a less established primary 

ticketing platform. 

The Final Judgment also requires 

Defendants to provide AEG with an 

option to acquire a perpetual, fully paidup license to the then-current version of 

Ticketmaster’s Host platform, including 

a copy of the source code, which 

Defendants must install and then 

support during the first six months after 

its installation. AEG is permitted to 

exercise this option within four years of 

the proposed transaction’s 

consummation, which will allow AEG 

to assume full responsibility for 

operating its own primary ticketing 

business, independently of Defendants. 

The Final Judgment gives AEG 

incentives to exercise its option to 

acquire a copy of Host (or to develop or 

acquire a competing primary ticketing 

platform) by prohibiting Defendants 

from providing primary ticketing 

services to AEG’s venues after AEG’s 

right to use the AEG Site expires. That 

provision is critical to preserving 

competition in the primary ticketing 

services market because it guarantees 

that, within five years, AEG will have to 

either supply its own primary ticketing 

services or obtain them from some 

company other than the merged firm. 

Because AEG cannot rely indefinitely on 

the AEG Site, it will have incentives to 

plan for the future. Even if AEG’s plans 

do not involve exercising its option to 

acquire a copy of Host, the Final 

Judgment will preserve competition 

because AEG will have to contract for 

primary ticketing services with one of 

Defendants’ rivals. AEG’s ticket volume 

would give that primary ticketing 

company sufficient scale and credibility 

to compete effectively with the merged 

firm. 

Second, the Final Judgment’s 

requirement that Defendants divest 

Ticketmaster’s entire Paciolan business 

will establish another independent and 

economically viable competitor in the 

market for primary ticketing services to 

major concert venues. Ticketmaster 

currently licenses its Paciolan platform 

both directly to venues representing 3% 

of major U.S. concert venue capacity 

and to other primary ticketing 

companies that sublicense the Paciolan 

platform to venues representing an 

additional 4% of the relevant market. 

Before consummating the proposed 

transaction, Defendants must enter a 

letter of intent to divest to ComcastSpectacor, L.P. (‘‘Comcast-Spectacor’’) 

the entire Paciolan business, including 

all intellectual property in the Paciolan 

platform and all contracts with venue 

and primary ticketing company 

licensees of that platform. Through its 

New Era Tickets (‘‘New Era’’) subsidiary, 

which currently licenses the Paciolan 

platform from Ticketmaster, ComcastSpectacor already provides primary 

ticketing services to venues representing 

2% of major concert venue capacity. In 

addition to its interest in New Era, 

Comcast-Spectacor owns 2 major U.S. 

concert venues and manages 15 others. 

When combined with New Era’s 

ticketing business and ComcastSpectacor’s venue presence, the 

Paciolan business that the Final 

Judgment requires Defendants to divest 

would provide Comcast-Spectacor 

sufficient scale to compete effectively 

and independently with the merged 

firm in the market for primary ticketing 

services to major concert venues. 

Comcast-Spectacor and others have 

contended that the movement in 

primary ticketing services will be 

towards ‘‘self-enablement’’ models, such 


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as Paciolan, which allow a venue to 

manage its own ticketing platform. 

Within 60 days of signing the letter of 

intent, the Paciolan business must be 

divested in such a way as to satisfy the 

United States in its sole discretion, and 

in consultation with the Plaintiff states, 

that the operations can and will be 

operated by Comcast-Spectacor or an 

alternative purchaser as a viable, 

ongoing business that can compete 

effectively in the relevant market. 

Defendants must take all reasonable 

steps necessary to accomplish the 

divestiture quickly and shall cooperate 

with any prospective purchaser. In the 

event that Defendants do not 

accomplish the Paciolan divestiture in a 

timely fashion, the Final Judgment 

provides that the Court will appoint a 

trustee selected by the United States to 

effect the divestiture. If a trustee is 

appointed, the proposed Final Judgment 

provides that Defendants will pay all 

costs and expenses of the trustee. The 

trustee’s commission will be structured 

so as to provide an incentive for the 

trustee based on the price obtained and 

the speed with which the divestiture is 

accomplished. After his or her 

appointment becomes effective, the 

trustee will file monthly reports with 

the Court and the United States setting 

forth his or her efforts to accomplish the 

divestiture. At the end of six months, if 

the divestiture has not been 

accomplished, the trustee and the 

United States will make 

recommendations to the Court, which 

shall enter such orders as appropriate, 

in order to carry out the purpose of the 

trust, including extending the trust or 

the term of the trustee’s appointment. 

Third, the Final Judgment prohibits 

Defendants from engaging in certain 

conduct that would impede effective 

competition from equally efficient rivals 

that may or may not be not vertically 

integrated. Thus, the Final Judgment 

proscribes retaliation against venue 

owners who contract or consider 

contracting for primary ticketing 

services with Defendants’ competitors. 

The Final Judgment also prohibits 

Defendants from explicitly or practically 

requiring venues to take their primary 

ticketing services if the venues only 

want to obtain concerts the Defendants 

promote or concerts by artists the 

Defendants manage, and it likewise 

prohibits Defendants from explicitly or 

practically requiring venues to take 

concerts they promote or concerts by 

artists they manage if those venues only 

want to obtain the Defendants’ primary 

ticketing services. These provisions 

preserve the ability of primary ticketing 

companies that do not also have access 

to content (and promoters and artist 

managers that do not also provide 

primary ticketing services) to continue 

competing with Defendants. Elsewhere, 

the Final Judgment prevents Defendants 

from abusing their position in the 

primary ticketing market to impede 

competition among promoters and artist 

managers by requiring that Defendants 

either refrain from using certain 

ticketing data in their non-ticketing 

businesses or provide that data to other 

promoters and artist managers. Finally, 

the Final Judgment mandates that 

Defendants provide any current primary 

ticketing client with that client’s 

ticketing data promptly upon request, if 

the client chooses not to renew its 

primary ticketing contract. That 

provision reduces venues’ switching 

costs and lowers barriers to other 

companies competing for Defendants’ 

primary ticketing clients because it 

ensures that those venue clients will not 

be forced to relinquish valuable data if 

they decide to switch primary ticketing 

service providers. 

Fourth, the Final Judgment requires 

Defendants to notify the United States at 

least thirty days before acquiring any 

assets of or any interest in any firm 

engaged in providing primary ticketing 

services in the United States, regardless 

of whether the acquisition would 

otherwise be subject to reporting 

pursuant to the Hart-Scott-Rodino 

Antitrust Improvements Act of 1976, as 

amended, 15 U.S.C. 18a. If the United 

States requests additional information 

within thirty days of the Defendants 

notifying it of an acquisition, the Final 

Judgment prohibits Defendants from 

consummating the acquisition until 

twenty days after providing the 

requested information. These provisions 

facilitate the vigilant and effective 

oversight that will be necessary to guard 

against the potential for Defendants to 

frustrate the purposes of the Final 

Judgment. 

In short, the Final Judgment will 

eliminate the anticompetitive effects of 

the proposed transaction in the 

provision of primary ticketing services 

to major concert venues in the United 

States while preserving the possibility 

of efficiency-enhancing vertical 

integration in the concert industry and 

also preserving competition from 

Defendants’ non-vertically integrated 

rivals. 

IV. Remedies Available to Potential 

Private Litigants 

Section 4 of the Clayton Act, 15 

U.S.C. 15, provides that any person who 

has been injured as a result of conduct 

prohibited by the antitrust laws may 

bring suit in Federal court to recover 

three times the damages the person has 

suffered, as well as costs and reasonable 

attorneys’ fees. Entry of the proposed 

Final Judgment will neither impair nor 

assist the bringing of any private 

antitrust damage action. Under the 

provisions of Section 5(a) of the Clayton 

Act, 15 U.S.C. 16(a), the proposed Final 

Judgment has no prima facie effect in 

any subsequent private lawsuit that may 

be brought against Defendants. 

V. Procedures Available for 

Modification of the Proposed Final 

Judgment 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered by the Court 

after compliance with the provisions of 

the APPA, provided that the United 

States has not withdrawn its consent. 

The APPA conditions entry upon the 

Court’s determination that the proposed 

Final Judgment is in the public interest. 

The APPA provides a period of at 

least sixty (60) days preceding the 

effective date of the proposed Final 

Judgment within which any person may 

submit to the United States written 

comments regarding the proposed Final 

Judgment. Any person who wishes to 

comment should do so within sixty (60) 

days of the date of publication of this 

Competitive Impact Statement in the 

Federal Register, or the last date of 

publication in a newspaper of the 

summary of this Competitive Impact 

Statement, whichever is later. All 

comments received during this period 

will be considered by the United States 

Department of Justice, which remains 

free to withdraw its consent to the 

proposed Final Judgment at any time 

prior to the Court’s entry of judgment. 

The comments and the response of the 

United States will be filed with the 

Court and published in the Federal 

Register. 

Written comments should be 

submitted to: John R. Read, Chief, 

Litigation III Section, Antitrust Division, 

United States Department of Justice, 450 

Fifth Street, NW., Suite 4000, 

Washington, DC 20530. 

The proposed Final Judgment 

provides that the Court retains 

jurisdiction over this action, and the 

parties may apply to the Court for any 

order necessary or appropriate for the 

modification, interpretation, or 

enforcement of the Final Judgment. 

VI. Alternatives to the Proposed Final 

Judgment 

The United States considered, as an 

alternative to the proposed Final 

Judgment, a settlement that would have 

required Defendants to divest the 

current set of divestiture assets to 

Comcast-Spectacor. The United States 


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rejected that settlement because it 

would not have been as effective as the 

remedy embodied in the proposed Final 

Judgment at replicating the competitive 

dynamics that would have prevailed in 

the market for primary ticketing services 

had the proposed transaction not 

occurred. 

As another alternative to the proposed 

Final Judgment, the United States 

considered a full trial on the merits 

against Defendants. The United States 

could have continued the litigation and 

sought preliminary and permanent 

injunctions against Defendants’ merger. 

The United States is satisfied, however, 

that the divestiture of assets and 

prohibitions of anticompetitive 

practices described in the proposed 

Final Judgment will preserve 

competition for the provision of primary 

ticketing services to major concert 

venues in the United States. Thus, the 

proposed Final Judgment would protect 

competition as effectively as would any 

remedy available through litigation, but 

avoids the time, expense, and 

uncertainty of a full trial on the merits 

of the Complaint. 

VII. Standard of Review Under the 

APPA for the Proposed Final Judgment 

The Clayton Act, as amended by the 

APPA, requires that proposed consent 

judgments in antitrust cases brought by 

the United States be subject to a sixtyday comment period, after which the 

court shall determine whether entry of 

the proposed Final Judgment ‘‘is in the 

public interest.’’ 15 U.S.C. 16(e)(1). In 

making that determination, the court, in 

accordance with the statute as amended 

in 2004, is required to consider: 

(A) The competitive impact of such 

judgment, including termination of 

alleged violations, provisions for 

enforcement and modification, duration 

of relief sought, anticipated effects of 

alternative remedies actually 

considered, whether its terms are 

ambiguous, and any other competitive 

considerations bearing upon the 

adequacy of such judgment that the 

court deems necessary to a 

determination of whether the consent 

judgment is in the public interest; and 

(B) the impact of entry of such 

judgment upon competition in the 

relevant market or markets, upon the 

public generally and individuals 

alleging specific injury from the 

violations set forth in the complaint 

including consideration of the public 

benefit, if any, to be derived from a 

determination of the issues at trial. 15 

U.S.C. 16(e)(1)(A) & (B). 

In considering these statutory factors, 

the court’s inquiry is necessarily a 

limited one as the government is 

entitled to ‘‘broad discretion to settle 

with the defendant within the reaches of 

the public interest.’’ United States v. 

Microsoft Corp., 56 F.3d 1448, 1461 

(D.C. Cir. 1995); see generally United 

States v. SBC Commc’ns, Inc., 489 F. 

Supp. 2d 1 (D.D.C. 2007) (assessing 

public interest standard under the 

Tunney Act); United States v. InBev 

N.V./S.A., No. 08–1965 (JR), 2009–2 

Trade Cas. (CCH) ¶76,736, 2009 U.S. 

Dist. LEXIS 84787, at *3 (D.D.C. Aug. 

11, 2009) (noting that the court’s review 

of a consent judgment is limited and 

only inquires ‘‘into whether the 

government’s determination that the 

proposed remedies will cure the 

antitrust violations alleged in the 

complaint was reasonable, and whether 

the mechanism to enforce the final 

judgment are clear and manageable.’’).(5)

As the United States Court of Appeals 

for the District of Columbia Circuit has 

held, under the APPA a court considers, 

among other things, the relationship 

between the remedy secured and the 

specific allegations set forth in the 

government’s complaint, whether the 

decree is sufficiently clear, whether 

enforcement mechanisms are sufficient, 

and whether the decree may positively 

harm third parties. See Microsoft, 56 

F.3d at 1458–62. With respect to the 

adequacy of the relief secured by the 

decree, a court may not ‘‘engage in an 

unrestricted evaluation of what relief 

would best serve the public.’’ United 

States v. BNS, Inc., 858 F.2d 456, 462 

(9th Cir. 1988) (citing United States v. 

Bechtel Corp., 648 F.2d 660, 666 (9th 

Cir. 1981)); see also Microsoft, 56 F.3d 

at 1460–62; United States v. Alcoa, Inc., 

152 F. Supp. 2d 37, 40 (D.D.C. 2001); 

InBev, 2009 U.S. Dist. LEXIS 84787, at 

*3. Courts have held that: 

[t]he balancing of competing social and 

political interests affected by a proposed 

antitrust consent decree must be left, in the 

first instance, to the discretion of the 

Attorney General. The court’s role in 

protecting the public interest is one of 

insuring that the government has not 

breached its duty to the public in consenting 

to the decree. The court is required to 

determine not whether a particular decree is 

the one that will best serve society, but 

whether the settlement is ‘‘within the reaches 

of the public interest.’’ More elaborate 

requirements might undermine the 

effectiveness of antitrust enforcement by 

consent decree. 

Bechtel, 648 F.2d at 666 (emphasis 

added) (citations omitted).6 In 

determining whether a proposed 

settlement is in the public interest, a 

district court ‘‘must accord deference to 

the government’s predictions about the 

efficacy of its remedies, and may not 

require that the remedies perfectly 

match the alleged violations.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 17; see 

also Microsoft, 56 F.3d at 1461 (noting 

the need for courts to be ‘‘deferential to 

the government’s predictions as to the 

effect of the proposed remedies’’); 

United States v. Archer-DanielsMidland Co., 272 F. Supp. 2d 1, 6 

(D.D.C. 2003) (noting that the court 

should grant due respect to the United 

States’ prediction as to the effect of 

proposed remedies, its perception of the 

market structure, and its views of the 

nature of the case). 

Courts have greater flexibility in 

approving proposed consent decrees 

than in crafting their own decrees 

following a finding of liability in a 

litigated matter. ‘‘[A] proposed decree 

must be approved even if it falls short 

of the remedy the court would impose 

on its own, as long as it falls within the 

range of acceptability or is ‘within the 

reaches of public interest.’ ’’ United 

States v. Am. Tel. & Tel. Co., 552 F. 

Supp. 131, 151 (D.D.C. 1982) (citations 

omitted) (quoting United States v. 

Gillette Co., 406 F. Supp. 713, 716 (D. 

Mass. 1975)), aff’d sub nom. Maryland 

v. United States, 460 U.S. 1001 (1983); 

see also United States v. Alcan 

Aluminum Ltd., 605 F. Supp. 619, 622 

(W.D. Ky. 1985) (approving the consent 

decree even though the court would 

have imposed a greater remedy). To 

meet this standard, the United States 

‘‘need only provide a factual basis for 

concluding that the settlements are 

reasonably adequate remedies for the 

alleged harms.’’ SBC Commc’ns, 489 F. 

Supp. 2d at 17. 

Moreover, the court’s role under the 

APPA is limited to reviewing the 

remedy in relationship to the violations 

that the United States has alleged in its 

Complaint, and does not authorize the 

court to ‘‘construct [its] own 

hypothetical case and then evaluate the 

decree against that case.’’ Microsoft, 56 

F.3d at 1459; see also InBev, 2009 U.S. 

Dist. LEXIS 84787, at *20 (‘‘[T]he ‘public 

interest’ is not to be measured by 

comparing the violations alleged in the 

complaint against those the court 

believes could have, or even should 

have, been alleged.’’). Because the 

‘‘court’s authority to review the decree 

depends entirely on the government’s 

exercising its prosecutorial discretion by 

bringing a case in the first place,’’ it 

follows that ‘‘the court is only 

authorized to review the decree itself,’’ 

and not to ‘‘effectively redraft the 

complaint’’ to inquire into other matters 

that the United States did not pursue. 

Microsoft, 56 F.3d at 1459–60. As this 

Court recently confirmed in SBC 

Communications, courts ‘‘cannot look 

beyond the complaint in making the 


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Federal Register / Vol. 75, No. 27 / Wednesday, February 10, 2010 / Notices 6727 

public interest determination unless the 

complaint is drafted so narrowly as to 

make a mockery of judicial power.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 15. 

In its 2004 amendments, Congress 

made clear its intent to preserve the 

practical benefits of utilizing consent 

decrees in antitrust enforcement, adding 

the unambiguous instruction that 

‘‘[n]othing in this section shall be 

construed to require the court to 

conduct an evidentiary hearing or to 

require the court to permit anyone to 

intervene.’’ 15 U.S.C. 16(e)(2). The 

language wrote into the statute what 

Congress intended when it enacted the 

Tunney Act in 1974, as Senator Tunney 

explained: ‘‘[t]he court is nowhere 

compelled to go to trial or to engage in 

extended proceedings which might have 

the effect of vitiating the benefits of 

prompt and less costly settlement 

through the consent decree process.’’ 

119 Cong. Rec. 24,598 (1973) (statement 

of Senator Tunney). Rather, the 

procedure for the public interest 

determination is left to the discretion of 

the court, with the recognition that the 

court’s ‘‘scope of review remains sharply 

proscribed by precedent and the nature 

of Tunney Act proceedings.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 11.7

VIII. Determinative Documents 

In formulating the proposed Final 

Judgment, the United States considered 

the AEG/TM Technology Agreement, 

dated January 11, 2010 and attached 

hereto as Exhibit A,8 to be a 

determinative document within the 

meaning of the APPA. 

Dated: January 25, 2010. 

Respectfully submitted, 

Aaron D. Hoag, Attorney, U.S. Department of 

Justice, Antitrust Division, 450 Fifth Street, 

NW., Suite 4000, Washington, DC 20530, 

Telephone: (202) 514–5038, Fax: (202) 514– 

7308, E-mail: aaron.hoag@usdoj.gov. 

Certificate of Service 

I, Aaron Hoag, hereby certify that on 

January 25, 2010, I caused a copy of the 

Competitive Impact Statement and 

attached Exhibit to be served on 

defendants Ticketmaster Entertainment, 

Inc., and Live Nation, Inc., and the 

plaintiff States of Arizona, Arkansas, 

California, Connecticut, Florida, Illinois, 

Iowa, Nebraska, Nevada, Ohio, Oregon, 

Rhode Island, Tennessee, Texas, and 

Wisconsin, and Commonwealths of 

Massachusetts, and Pennsylvania by 

mailing the documents via E-MAIL to 

the duly authorized legal 

representatives of the parties, as follows: 

For Ticketmaster Entertainment, Inc., M. 

Sean Royall, Esq., Gibson, Dunn & 

Crutcher LLP, 1050 Connecticut 

Avenue, NW., Washington, DC 20036, 

Tel: (202) 955–8546, Fax: (202) 467– 

0539, E-mail: 

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. 

For Plaintiff State of Arizona, Nancy M. 

Bonnell, Antitrust Unit Chief, 

Consumer Protection & Advocacy 

Section, 1275 West Washington, 

Phoenix, AZ 85007, Tel: (602) 542– 

7728, Fax: (602) 542–9088, E–mail: 

Nancy.Bonnell@azag.gov. 

For Plaintiff State of Arkansas, David A. 

Curran, Assistant Attorney General, 

323 Center St., Suite 200, Little Rock, 

AR 72201, Tel: (501) 682–3561, Fax: 

(501) 682–8118, E–mail: 

david.curran@arkansasag.gov. 

For Plaintiff State of California, Paula 

Lauren Gibson, Deputy Attorney 

General, California Office of the 

Attorney General, 300 So. Spring 

Street, Suite 1702, Los Angeles, CA 

90013, Tel: (213) 897–0014, Fax: (213) 

897–2801, E–mail: 

Paula.Gibson@doj.ca.gov. 

For Plaintiff State of Florida, Patricia A. 

Conners, Antitrust Division, PL–01; 

The Capitol, Tallahassee, FL 32399– 

1050, Tel: (850) 414–3300, Fax: (850) 

488–9134, E–mail: 

Lisa.McGlynn@myfloridalegal.com. 

For Plaintiff State of Illinois, Robert W. 

Pratt, Chief, Antitrust Bureau, Office 

of the Attorney General, State of 

Illinois, 100 West Randolph Street, 

Chicago, Illinois 60601, Tel: (312) 

814–3722, Fax: (312) 814–4209, 

E-mail: RPratt@atg.state.il.us. 

For Plaintiff State of Iowa, Layne M. 

Lindebak, Assistant Attorney General, 

Special Litigation Division, Iowa 

Department of Justice, Hoover Office 

Building—Second Floor, 1305 East 

Walnut Street, Des Moines, Iowa 

50319, Tel: (515) 281–7054, Fax: (515) 

281–4902, E-mail: Layne.Lindebak@

iowa.gov. 

For Plaintiff State of Louisiana, Stacie L. 

de Blieux, Assistant Attorney General, 

Public Protection Division, 1885 

North Third St., Baton Rouge, LA 

70802, Tel: (225) 326–6400, Fax: (225) 

326–6499, E-mail: deblieuxs@ag.

state.la.us. 

For Plaintiff Commonwealth of 

Massachusetts, William T. Matlack, 

Chief, Antitrust Division, Assistant 

Attorney General, Office of Attorney 

General Martha Coakley, One 

Ashburton Place, Boston, MA 02108, 

Tel: (617) 727–2200, Fax: (617) 727– 

5765, E-mail: William.Matlack@

state.ma.us. 

For Plaintiff State of Nebraska, Leslie 

Campbell-Levy, Assistant Attorney 

General, Chief, Consumer Protection 

& Antitrust, Nebraska Department of 

Justice, 2115 State Capitol, Lincoln, 

NE 68509, Tel: (402) 471–2811, Fax: 

(402) 471–2957, E-mail: leslie.levy@

nebraska.gov. 

For Plaintiff State of Nevada, Brian 

Armstrong, Senior Deputy Attorney 

General, State of Nevada, Office of the 

Attorney General, Bureau of 

Consumer Protection, 555 E. 

Washington Ave., Suite 3900, Las 

Vegas, Nevada 89101, Tel: (702) 486– 

3420, Fax: (702) 486–3283, E-mail: 

BArmstrong@ag.nv.gov. 

For Plaintiff State of Ohio, Jennifer L. 

Pratt, Chief, Antitrust Department, 

150 E. Gay St., 23rd Floor, Columbus, 

OH 43215, Tel: (614) 466–4328, Fax: 

(614) 995–0266, jennifer.

pratt@ohioattorneygeneral.gov. 

For Plaintiff State of Oregon, Caren 

Rovics, Senior Assistant Attorney 

General, Financial Fraud/Consumer 

Protection Section, Civil Enforcement 

Division, 1162 Court Street NE., 

Salem, OR 97301–4096, Tel: (503) 

934–4400, Fax: (503) 378–5017, Email: caren.rovics@doj.state.or.us. 

For Plaintiff Commonwealth of 

Pennsylvania, James A. Donahue III, 

Chief Deputy Attorney General, Office 

of Attorney General, Antitrust 

Section, 14th Floor Strawberry 

Square, Harrisburg, PA 17120, Tel: 

(717) 787–4530, Fax: (717) 705–7110, 

E-mail: jdonahue@attorneygeneral.

gov. 

For Plaintiff State of Rhode Island, 

Patrick Lynch, Attorney General, State 

of Rhode Island, 150 South Main 

Street, Providence, Rhode Island 

02903, Tel: (401) 274–4400, Fax: (401) 

222–2295, E-mail: plynch@riag.ri.gov. 

For Plaintiff State of Tennessee, Robert 

E. Cooper, Jr., Attorney General and 

Reporter, State of Tennessee, 425 

Fifth Avenue North, Nashville, TN 

37243, Tel: (615) 532–5732, Fax: (615) 

532–2910, E-mail: 

Bob.Cooper@Ag.Tn.Gov. 

For Plaintiff State of Texas, David M. 

Ashton, Assistant Attorney General, 

Office of the Attorney General, 300 W. 

15th Street, Austin, Texas 78701, Tel: 

(512) 936–1781, Fax: (512) 320–0975, 

E-mail: david.ashton@oag.state.tx.us. 

For Plaintiff State of Wisconsin, 

Gwendolyn J. Cooley, Assistant 

Attorney General, Wisconsin 

Department of Justice, 17 West Main 

Street, Madison, WI 53703, Tel: (608) 

261–5810, Fax: (608) 267–2778, 

E-mail: cooleygj@doj.state.wi.us. 


sroberts on DSKD5P82C1PROD with NOTICES
6728 Federal Register / Vol. 75, No. 27 / Wednesday, February 10, 2010 / Notices 

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. 

Footnotes 

1. After their initial sale, concert 

tickets may be resold on the secondary 

ticketing market. Ticket brokers 

purchase tickets with the intention of 

reselling them to concertgoers. 

Secondary ticketing companies provide 

services that facilitate the resale of 

tickets to concertgoers by ticket brokers 

and others. 

2. While the conclusions reached in 

the antitrust analysis described below 

are not sensitive to the precise number 

of venues included within this class, for 

purposes of this Competitive Impact 

Statement, ‘‘major concert venues’’ are 

the 500 U.S. venues generating the 

greatest concert revenues in 2008, as 

reported in Pollstar, a leading source of 

concert industry information. Concert 

ticket revenues from events at these 

venues represent more than 90% of the 

concert ticket revenues at all venues 

reported in Pollstar. Major concert 

venues are a diverse group, which 

includes large stadiums and arenas with 

relatively few concerts (e.g., the Verizon 

Center in Washington, DC), mid-sized 

amphitheaters that host concerts 

regularly during certain seasons (e.g., 

Nissan Pavilion in Bristow, VA), and 

smaller clubs and theaters with frequent 

concerts throughout the year (e.g., 

Warner Theatre in Washington, DC and 

Live Nation’s House of Blues clubs). To 

account for this diversity, venues are 

weighted by their capacity in 

calculating shares of the market for 

primary ticketing services to major 

concert venues. Only public sources of 

information were used to calculate the 

market shares described in this 

Competitive Impact Statement. 

3. In this case, there are not 

significant transportation costs 

associated with the relevant services, so 

sellers’ locations do little to inform the 

market-definition inquiry, though they 

are not irrelevant to antitrust analysis. 

To the contrary, only sellers capable of 

serving major concert venues located in 

the United States can compete with 

Defendants in the relevant market. 

Many of those sellers are located within 

the United States, but some are foreign 

firms, as suggested by Live Nation’s 

adaptation of a European primary 

ticketing platform for use in the United 

States, which is discussed below. 

Foreign sellers historically have not 

competed effectively in the United 

States because of the significant 

investments required to enter the 

domestic market. Still, Live Nation’s 

example suggests that, with a significant 

investment of time and money, foreign 

primary ticketing companies might be 

capable of adapting their products for 

U.S. customers. 

4. Before 2009, by virtue as its 

position as a promoter, Live Nation 

received roughly 10% of the tickets to 

concerts it promoted, and it sold those 

tickets to concertgoers through its 

MusicToday subsidiary and a platform 

licensed from eTix. Live Nation also 

used the MusicToday platform to 

provide primary ticketing services to a 

few small venues. 

5. The 2004 amendments substituted 

‘‘shall’’ for ‘‘may’’ in directing relevant 

factors for court to consider and 

amended the list of factors to focus on 

competitive considerations and to 

address potentially ambiguous judgment 

terms. Compare 15 U.S.C. 16(e) (2004), 

with 15 U.S.C. § 16(e)(1) (2006); see also 

SBC Commc’ns, 489 F. Supp. 2d at 11 

(concluding that the 2004 amendments 

‘‘effected minimal changes’’ to Tunney 

Act review). 

6. Cf. BNS, 858 F.2d at 464 (holding 

that the court’s ‘‘ultimate authority 

under the [APPA] is limited to 

approving or disapproving the consent 

decree’’); United States v. Gillette Co., 

406 F. Supp. 713, 716 (D. Mass. 1975) 

(noting that, in this way, the court is 

constrained to ‘‘look at the overall 

picture not hypercritically, nor with a 

microscope, but with an artist’s 

reducing glass’’). See generally 

Microsoft, 56 F.3d at 1461 (discussing 

whether ‘‘the remedies [obtained in the 

decree are] so inconsonant with the 

allegations charged as to fall outside of 

the ‘reaches of the public interest’ ’’). 

7. See United States v. Enova Corp., 

107 F. Supp. 2d 10, 17 (D.D.C. 2000) 

(noting that the ‘‘Tunney Act expressly 

allows the court to make its public 

interest determination on the basis of 

the competitive impact statement and 

response to comments alone’’); United 

States v. Mid-Am. Dairymen, Inc., 1977– 

1 Trade Cas. (CCH) ¶ 61,508, at 71,980 

(W.D. Mo. 1977) (‘‘Absent a showing of 

corrupt failure of the government to 

discharge its duty, the Court, in making 

its public interest finding, should . . . 

carefully consider the explanations of 

the government in the competitive 

impact statement and its responses to 

comments in order to determine 

whether those explanations are 

reasonable under the circumstances.’’); 

S. Rep. No. 93–298, 93d Cong., 1st Sess., 

at 6 (1973) (‘‘Where the public interest 

can be meaningfully evaluated simply 

on the basis of briefs and oral 

arguments, that is the approach that 

should be utilized.’’). 

8. The United States redacted 

competitively sensitive information and 

information unrelated to U.S. markets 

from the version of the AEG/TM 

Technology Agreement attached as 

Exhibit A. 

[FR Doc. 2010–2754 Filed 2–9–10; 8:45 am] 

BILLING CODE 4410–11–P 

MERIT SYSTEMS PROTECTION 

BOARD 

The Merit Systems Protection Board 

(MSPB) is Providing Notice of the 

Opportunity to File Amicus Briefs in 

the Matters of Conyers v. Department 

of Defense, Docket No. CH–0752–09– 

0925–I–1, and Northover v. Department 

of Defense, Docket No. AT–0752–10– 

0184–I–1 

AGENCY: Merit Systems Protection 

Board. 

ACTION: Notice. 

SUMMARY: On January 25, 2010, the 

MSPB published in the Federal Register 

(see 75 FR 3939) a Notice of the 

opportunity to file amicus briefs in the 

matter of Crumpler v. Department of 

Defense, MSPB Docket Number DC– 

0752–09–0033–R–1, 2009 MSPB 233. 

Although the Crumpler case is now 

settled, the legal issue raised in that 

matter and noted in the January 25 

Federal Register notice remains 

unresolved. The cases of Conyers v. 

Department of Defense, Docket No. CH– 

0752–09–0925–I–1, and Northover v. 

Department of Defense, Docket No. AT– 

0752–10–0184–I–1, involve the same 

legal issue. 

Conyers and Northover raise the 

question of whether, pursuant to 5 CFR 

Part 732, National Security Position, the 

rule in Department of the Navy v. Egan, 

484 U.S. 518, 530–31 (1988), limiting 

the scope of MSPB review of an adverse 

action based on the revocation of a 

security clearance also applies to an 

adverse action involving an employee in 

a ‘‘non-critical sensitive’’ position due to 

the employee having been denied 

continued eligibility for employment in 

a sensitive position. 

Interested parties may submit amicus 

briefs or other comments on this issue 

no later than March 1, 2010. Amicus 

briefs must be filed with the Clerk of the 

Board. Briefs shall not exceed 15 pages 

in length. The text shall be doublespaced, except for quotations and 

footnotes, and the briefs shall be on 81⁄2; 

by 11 inch paper with one inch margins 

on all four sides. 


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