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Form 8-K
SFX Entertainment, INC - SFXEQ
Filed: January 21, 2016 (period: January 14, 2016)
Report of unscheduled material events or corporate changes.
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user
assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be
limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
8-K - 8-K
Item 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-99.1 (EX-99.1)
Source: SFX Entertainment, INC, 8-K, January 21, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 14, 2016
SFX Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-36119
(Commission File Number)
90-0860047
(IRS Employer Identification No.)
902 Broadway, 15th Floor
New York, New York
(Address of principal executive offices)
10010
(Zip Code)
(646) 561-6400
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions ( see General Instruction A.2.):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Source: SFX Entertainment, INC, 8-K, January 21, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Item 1.01
Entry into a Material Definitive Agreement.
On January 14, 2015, SFX Entertainment, Inc., a Delaware corporation (the “Company”), SFXE Netherlands Holdings
Cooperatief U.A., a wholly-owned subsidiary of the Company, as borrower (the “Borrower”), and certain of the Company’s German
and Dutch subsidiaries, as guarantors, entered into a facility agreement (the “Facility Agreement”), dated as of January 14, 2015, with
Catalyst Fund Limited Partnership V, as lender (the “Lender”), and Catalyst Media Cooperatief U.A., as facility and security agent,
which provides for a $20.0 million credit facility (the “Facility”). At the closing the Borrower borrowed $20.0 million under the
Facility.
Interest Rate. Interest under the Facility is payable at the rate of 20.00% per annum. Interest is payable in arrears at the end of
each calendar month.
Security/Guarantors. The Facility is guaranteed by the following wholly-owned subsidiaries of the Borrower: SFXE
Netherlands Holdings B.V., SFX Europe B.V., ID&T Holding B.V., ID&Q Licenties B.V., Q-Licenties V.O.F., ID & T Trademark
B.V., Q-Dance Licenties B.V., DTW Holding B.V., i-Motion GmbH Events & Communication, B2S Licenties B.V., B2S
Management B.V., and SFXE International Holdings C.V (together, the “Guarantors”). The Guarantors include Dutch and German
operating companies and intellectual property holding companies. The Facility is secured, subject to certain exceptions, by a
first-priority security interest in substantially all of the assets and property of the Borrower and the Guarantors. The Borrower has
agreed to add as guarantors following closing Paylogic Holding B.V. and Monumental Productions B.V. as well as certain Canadian
subsidiaries of the Company. Under certain conditions, the Lender may require the Borrower to add additional subsidiary guarantors
as parties to the Facility Agreement.
Maturity. The Facility will mature on January 16, 2017. The Borrower may prepay the $20.0 million obligation at any time
subject to the payment of a $1.5 million termination fee.
Covenants. The Facility contains customary affirmative covenants including covenants related to financial statements and other
information, collateral reporting, notices of material events, conduct of the business, payment of obligations, maintenance of
properties and insurance, submission to certain inspections, compliance with laws and agreements, use of proceeds, subsidiary
guarantees, cash management, and additional collateral and further assurances. The Facility also contains customary negative
covenants that, subject to certain exceptions, generally limit the ability to incur debt, create liens, make restricted payments, make
certain investments, prepay or redeem certain debt, enter into certain transactions with affiliates, enter into restrictions on distributions
from subsidiaries, and enter into certain merger or asset sale transactions.
Events of Default. The Facility contains customary events of default for an agreement of this type. If an event of default under
the Facility occurs and is continuing, the facility and security agent may, and at the request of lenders holding more than 50.0% of the
sum of the outstanding amounts and unused commitments under the Facility, take any or all of the following actions: (i) declare all
outstanding obligations under the Facility to be immediately due and payable, (ii) terminate all commitments under the Facility or
(iii) exercise the rights and remedies available under the Facility and any related loan documents. In addition, an event of default may
occur, at the election of the Lender, if the Company or any of its subsidiaries do not pay material debts as such debts become due or
any bankruptcy, insolvency, liquidation or similar proceeding is instituted by or against any such party. The repayment of loans under
the Facility in connection with an event of default arising from a change of control of the Company is required to be accompanied by a
$1.5 million prepayment premium.
The foregoing description of the Facility Agreement does not purport to be complete and is qualified in its entirety by reference
to such agreement, a copy of which will be attached as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2015.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth above in “Item 1.01 - Entry into a Material Definitive Agreement” of this Current Report is
incorporated herein by reference.
2
Source: SFX Entertainment, INC, 8-K, January 21, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Item 9.01
(d)
Financial Statements and Exhibits
Exhibits.
Exhibit
No.
99.1
Description
Press Release dated January 15, 2016
3
Source: SFX Entertainment, INC, 8-K, January 21, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
SFX ENTERTAINMENT, INC.
Date: January 20, 2016
By:
/s/ Robert F.X. Sillerman
Robert F.X. Sillerman
Chief Executive Officer and Director
4
Source: SFX Entertainment, INC, 8-K, January 21, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Exhibit 99.1
FOR IMMEDIATE RELEASE:
SFX ENTERTAINMENT CLOSES $20 MILLION FINANCING
New York, January 15, 2016 —SFX Entertainment, Inc. (NASDAQ: SFXE) (the “Company”) announced that it has secured $20
million in new financing for itself and certain of its operating subsidiaries, obtaining capital for its working and general corporate
purposes.
Additional details of the above noted transaction will be available in a Form 8-K that the Company will file with the U.S. Securities
and Exchange Commission in the next few days.
About SFX Entertainment
SFX Entertainment, Inc. (NASDAQ: SFXE) is the largest global producer of live events and digital entertainment content focused
exclusively on electronic music culture (EMC) and other world-class festivals. SFX’s mission is to provide electronic music fans with
the best possible live experiences, music discovery, media and digital connectivity. SFX was borne out of the technology revolution
and produces and promotes a growing portfolio of live events that includes leading brands such as Tomorrowland, TomorrowWorld,
Mysteryland, Sensation, Stereosonic, Electric Zoo, Disco Donnie Presents, Life in Color, Rock in Rio, Nature One, Mayday, Decibel,
Q-Dance, Awakenings, and React Presents, as well as the innovative ticketing services Flavorus and Paylogic. SFX also owns and
operates Beatport, the trusted global home of electronic music where fans, DJs, and creators connect, discover, and participate in the
evolution of dance music culture.
Forward-looking Statements
This press release contains forward-looking statements regarding our business strategy and plans, which are subject to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are only predictions and may
differ materially from actual results due to a variety of factors including: our ability to integrate the companies we have acquired; our
belief that the EMC community will grow; our ability to increase the number of festivals and events we produce and their attendance;
our ability to pay our debts and meet our liquidity needs; competition; our ability to manage growth and geographically dispersed
operations; and our ability to grow our online properties. We refer you to the documents we file from time to time with the U.S.
Securities and Exchange Commission, specifically the section titled “Item 1A. Risk Factors” of our most recent Annual Report filed
on Form 10-K and Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, which contain and identify other important
factors that could cause actual results to differ materially
Source: SFX Entertainment, INC, 8-K, January 21, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
from those contained in our projections or forward-looking statements. In addition, any forward-looking statements contained herein
are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a
result of new information or future events, except as required by law.
Investor Relations Contacts:
Richard Rosenstein
Chief Financial Officer & Chief Administrative Officer
646 561 6400
Jennifer E. Mercer
Epiq Strategic Communications
310 712 6215
[email protected]
Media Contact:
DKC Public Relations
Ed Tagliaferri 212 981 5182
[email protected]
Source: SFX Entertainment, INC, 8-K, January 21, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.