Azoff, Rapino Root For Merger
The proposed merger of Live Nation and Ticketmaster may still be under the U.S. Department of Justice microscope, but from the looks of voluminous Oct. 22 Securities and Exchange Commission filings by both companies, it’s clearly business as usual as they move forward.
And it’s clear the execs for both companies are rooting for the merger to pass muster given the proposed post-merger employment contracts included with the filings, along with a prospectus of the latest version of the merger proposal to shareholders.
Ticketmaster Entertainment CEO Irving Azoff will serve as executive chairman of Live Nation and CEO of Front Line Entertainment, the management firm he co-founded with Howard Kaufman and folded into Ticketmaster last year.
He won’t draw a Live Nation salary, but will instead receive his $2 million annual salary from Front Line, along with an additional $2 million “merger bonus” provided the tie-up is approved. Annual performance bonuses from $1 million to $2 million are included as well as stock issues for himself and the Azoff Family Trust. The contract runs through 2014.
In terms of his two separate pre-merger relationships, Azoff’s employment with TM could terminate while he remains with Front Line as its CEO and vice versa.
Post-merger, the agreement consolidates the relationship. If Azoff’s employment with Live Nation terminates, his position as Front Line CEO will also terminate on that basis.
On the Live Nation side of the ledger, current LN President/CEO Michael Rapino retains that title post-merger. Like Azoff, his contract extends to 2014 and includes a base salary of $2 million.
But Rapino could add a minimum $100,000 raise annually, performance bonus equal to his base salary, yet another “exceptional performance bonus” with a target equal, again, to that base salary and annual grants of 150,000 shares of restricted Live Nation common stock.
And he gets a “merger bonus” too: A $3 million cash bonus and grant of 350,000 shares of restricted Live Nation common stock in equal installments on each of his four post-merger employment anniversaries. Termination payouts of stocks and cash are included.
Of course, it’s all contingent on the completion of the merger, which is still tied up in a DOJ investigation, having already been rejected by U.K. regulators.
How smoothly talks are going depends on who is doing the reporting. While the Wall Street Journal says the merger is getting “stiff resistance” from the DOJ, Reuters reports say the talks are “positive” and the deal could be wrapped up in a couple of weeks. Of course, no one at the DOJ, Live Nation or Ticketmaster will confirm anything yet.
As they say, your mileage may vary.