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Company Overview

Proposed SymbolSFXE
ExchangeNasdaq National Market
Share Price$13.00
Employees178 (as of 10/08/2013)
Shares Offered20000000
Offer amount$260,000,000
Shares Over Alloted0
Company Address902 BROADWAY 15TH FLOOR NEW YORK NY 10010
Company Phone646-561-6400
Company Website-
CEORobert F.X. Sillerman
State of IncDE
Fiscal Year End12/31
Total Expenses$7,401,536.00
Shareholder Shares Offered-
Shares Outstanding83,847,154
Lockup Period (days)180
Lockup Expiration04/07/2014
Quiet Period Expiration11/18/2013

Company Description

We believe we are the largest producer of live events and entertainment content focused exclusively on the electronic music culture ("EMC"), based on attendance and revenue. We view EMC as a global generational movement driven by a rapidly developing community of avid followers among the millennial generation. Our mission is to enable this movement by providing our fans with the best possible live experiences, music discovery and connectivity with other fans and events. We have significant and growing scale with our global live events. On a pro forma basis for our completed acquisitions, we attracted 1.3 million fans in 2012 (a 36.0% increase from 2011), and on a pro forma basis for our completed and planned acquisitions, we attracted 2.8 million fans in 2012 (a 22.2% increase from 2011). We believe the broad appeal of EMC beyond festival attendance is demonstrated by the deep engagement of our fans, which is evidenced by the time they devote to EMC-related social media and digital activities. For example, the 2012 Tomorrowland festival in Belgium had 7.9 million live views on YouTube and the official Tomorrowland long-form after movies have had over 157 million online views to date. We present leading EMC festivals and events, many of which have more than a decade of history, passionate followers and vibrant social communities. We have presented Life in Color events and two Sensation festivals and have acquired the rights to the Tomorrowland, Mysteryland and Q-Dance festivals in North America. Through planned acquisitions, we expect to acquire the rights to those festivals worldwide, as well as the rights to Stereosonic, Electric Zoo, Decibel, Nature One, MayDay and Ruhr-in-Love, among others. We are continually investing in our festivals and events to add new and exciting creative elements, expand into new markets, and launch new events, all in order to provide the best entertainment experiences in the world for EMC fans. Many of the festivals we have presented or expect to present have a long history and have achieved substantial popularity and success in Europe while also attracting fans globally. For example, Tomorrowland sold out all of its approximately 180,000 tickets to the 2013 festival in Belgium in one second and saw significant demand from U.S.-based fans, each seeking to purchase multiple tickets. To meet the growing demand of the EMC community in the United States and other regions around the world, we plan to introduce some of the most popular festivals and events to certain areas for the first time. At its original location in Amsterdam, Sensation has consistently sold out since its inception in 2000, including all 37,000 tickets for 2013. Our ID&T JV has held two Sensation festivals in North America in 2013, its inaugural festival in Toronto, which attracted over 24,000 attendees, and a second festival in Oakland. We have announced three additional Sensation events in North America for 2013, which will be held in Las Vegas, Miami and New York. Our ID&T JV had more than 120,000 attendees at the first North American Tomorrowland festival, TomorrowWorld, which we held outside of Atlanta from September 27 through September 29, 2013. We are also addressing the demand from the growing EMC community for music, engaging content and social connectivity between and around live events. A key component of this initiative is Beatport, which is the principal source of music for EMC DJs and a trusted destination for the growing EMC community. Beatport is a vital channel for over 200,000 registered DJs and artists to launch music and connect with fans. In addition, Beatport has a rapidly growing fan community, with approximately 40 million unique visitors in 2012 (according to Google Analytics), who primarily use the site to discover and stream music, follow DJs and keep abreast of EMC news, information and events. The global market directly associated with electronic dance music is projected to be approximately $4.5 billion in 2013, according to the International Music Summit Business Report. Electronic music has a history of over 20 years of mainstream popularity in Europe and has more recently evolved into a widely followed genre of music in the United States and other international markets. For example, total attendance at what are currently the five largest U.S. EMC festivals grew 41% annually from 2007 to 2012 (although there is no guarantee that this growth rate will continue in the future). This compares to 2% annual revenue growth for the overall North American concert market during the same period, according to Pollstar, a concert industry trade publication. Further reflecting this trend, in 2012 the National Academy of Recording Arts and Sciences added a Dance/Electronic category for the Grammy Awards, Billboard launched a Dance/Electronic chart, and in February 2013, a Dance/Electronic song reached #1 on the Billboard Hot 100 chart for the first time. EMC festivals and events typically feature many different artists and DJs, as well as elaborate sets, lighting and special effects centered on different creative themes. These festivals and events have become highly experiential and social happenings that are enjoyed by thousands of fans. These experiences, further propelled via social media and shared by millions of fans globally, are at the heart of the generational movement that is EMC. Our market is characterized by a high degree of ownership fragmentation, and we believe it is well positioned for consolidation. We have a disciplined acquisition strategy that utilizes our in-house expertise and experience to identify, evaluate and integrate acquisitions. We plan to implement best practices across acquired companies and provide active business development, managerial support and financial discipline to achieve operational efficiencies. This will allow us to bring our fans more and higher quality EMC experiences while preserving the unique identities of these events. We have acquired and formed, or plan to acquire simultaneously with or shortly after consummation of this offering, the following businesses in pursuit of this strategy. 2012 2012 Total Events/ Attendance Asset/Status Ownership Festivals (000s) Description BEATPORT, LLC 100 % NA NA Principal online "Beatport" resource and destination for EMC DJs Completed and enthusiasts, offering music for purchase in multiple downloadable formats (including uncompressed, high quality audio files) and providing unique music discovery tools for DJs and fans. Disco Donnie Presents 100 % 600 / 8 867 Promoter of EMC events "DDP" in North America since 2000, including Completed ownership interests in large EMC festivals. ID&T 100 % 39 / 29 961 One of the largest content providers and Planned(a) producers of international EMC live events across 19 countries and four continents. ID&T-branded festivals include Tomorrowland, Mysteryland, Sensation, Q-Dance, B2S, Decibel and Defqon.1. At the same time as this acquisition, we will increase our interest in our North American joint venture with ID&T from 51% to 100%, with an economic effect as of July 1, 2013. i-Motion GmbH Events & 100 % 7 / 5 208 Leading promoter and Communication producer of EMC "i-Motion" festivals and events in Germany, with key Planned(b) brands including Nature One, Germany's largest open-air EMC festival. Life in Color 100 % 138 / 4 437 Promoter and organizer "LIC" of branded events that feature live music by Completed DJs, acrobatic acts and "paint blasts." Made Event, LLC and 70 % 14 / 1 130 Promoter and producer EZ Festivals, LLC of EMC festivals and collectively, "Made" events in the United States, including Planned(c) Electric Zoo, held annually in New York City. MMG Nightlife LLC 80 % NA NA Management company that "MMG" manages some of the most popular EMC venues Completed in South Beach, Florida. Totem Onelove Group 100 % 15 / 5 247 Promoter and producer Pty Ltd and Totem of leading Australian Industries Pty Ltd EMC festival, collectively, "Totem" Stereosonic, a five city touring outdoor Planned(d) festival held annually in summer (November/December) in conjunction with a touring and promotion business. (a) If our acquisition of the worldwide business (the "ID&T Business") of ID&T does not close by October 31, 2013 (which may be extended to November 15, 2013 under certain circumstances), One of Us Holding B.V., the seller of the ID&T Business (the "ID&T Seller"), will be entitled to terminate the stock purchase agreement and retain all acquisition consideration paid to date by us to the ID&T Seller. (b) If we do not complete this offering by October 16, 2013, then each party to the i-Motion share purchase agreement will be entitled to rescind the agreement by giving written notice to the other party. (c) If this acquisition does not close by October 31, 2013, the principals of Made are entitled to retain our advance of $3.75 million. If we fail to close this acquisition by the applicable deadline, we may be required to renegotiate the terms of the acquisition in their entirety. (d) If this acquisition does not close by October 31, 2013, for any reason other than a breach of the asset contribution agreement by Totem, Totem will be entitled to retain our deposit of AUD$5.0 million (or $4.8 million as of May 22, 2013). We have agreed to the following terms in respect of the four planned acquisitions described above. We intend to use the proceeds of this offering to fund the cash portion of the consideration for these acquisitions and consummate them simultaneously with or shortly after the closing of this offering. . Under a stock purchase agreement with the ID&T Seller, we have agreed to acquire 100% of the equity interests of ID&T (the "ID&T Acquisition"). On March 20, 2013, we paid $2.5 million in cash and issued 2,000,000 shares of our common stock as consideration for an option to purchase a 75% ownership interest in the ID&T Business (the "ID&T Option"). On August 8, 2013, in connection with our exercise of the ID&T Option, we paid an advance of $10.0 million to the ID&T Seller and caused a $7.5 million non-recourse loan that ID&T/SFX North America LLC (the "ID&T JV") made to ID&T to be transferred to the ID&T Seller, effectively cancelling the repayment obligation for that loan. On September 23, 2013, we signed an agreement to purchase the remaining 25% interest in the ID&T Business not covered by the ID&T Option. Upon closing the ID&T Acquisition, we will pay additional cash consideration of $50.4 million and issue to the ID&T Seller $10.4 million of our common stock at the price to the public in this offering and a $10.4 million promissory note that matures in June 2014 and bears an interest rate of 3.0%. At closing, we will also make a cash payment to settle certain working capital adjustments that we preliminarily estimate to be $5.9 million. The final working capital adjustment will be based on final analysis subsequent to the close of the ID&T Acquisition. Following the closing of the ID&T Acquisition, our ownership interest in the ID&T JV will increase from 51% to 100%, with an economic effect as of July 1, 2013. . Under a share purchase agreement with i-Motion, our acquisition of the 100% ownership interest of i-Motion will cost (i) $16.0 million (or, if greater, the U.S. dollar equivalent of €12.6 million, based on the exchange rate on the day prior to closing) in cash and (ii) $5.0 million (or, if greater, the U.S. dollar equivalent of €3.9 million, based on the exchange rate on the day prior to closing) in shares of our common stock at the price to the public in this offering. . We have entered into an asset contribution agreement with Totem, under which we have agreed to pay AUD$90.0 million, consisting of AUD$75.0 million (or $70.4 million) in cash and AUD$15.0 million (or $14.1 million) in shares of our common stock at the price to the public in this offering to acquire 100% of Totem. The cash payment is divided into three parts, a deposit of AUD$5.0 million (or $4.8 million as of May 22, 2013) that we funded on May 22, 2013, AUD$65.0 million (or $61.1 million) to be paid at closing and AUD$5.0 million (or $4.7 million) to be paid by February 28, 2014. . We have entered into a membership interest purchase agreement with Made, under which we have agreed to pay $35.0 million, consisting of $20.0 million in cash, $5.0 million in our common stock at the lower of $12.75 per share or the price to the public in this offering and $10.0 million in promissory notes for a 70% ownership interest in Made. On June 24, 2013, we advanced $2.5 million towards the purchase price for this transaction, and on August 21, 2013, we advanced an additional $1.25 million towards the purchase price. We will be required to purchase in 2018 the remaining 30% that is not being sold. Although, we consider each of these acquisitions to be a "probable acquisition" for the purposes of Rule 3-05 of Regulation S-X, in each case, there are substantial potential impediments that could cause us to fail to close a given acquisition or otherwise prevent it from being successful. --- SFX was incorporated in the State of Delaware on June 5, 2012. Between June 5, 2012 and February 13, 2013, SFX was named SFX Holding Corporation. We started our business on July 7, 2011 as SFX EDM Holdings Corporation, which is now a wholly-owned subsidiary of SFX Entertainment, Inc. Our principal executive offices are located at 430 Park Avenue, 6th Floor, New York, New York 10022, our telephone number is (646) 561-6400 and our Internet address is www.sfxii.com.

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