Live Nation Gets to Keep Ticketmaster in Surprise DOJ Settlement

Live Nation Entertainment Inc. reached a surprise settlement with federal antitrust authorities, creating a chaotic courtroom scene that angered the judge and sparked a chorus of criticism from rivals, lawmakers and state attorneys general that had joined the case.

The settlement was announced Monday, just a week into the landmark trial. It threatens to derail an antitrust case years in the making that accused the company of illegally monopolizing the live music industry and sought to force a sale of its Ticketmaster subsidiary.

Under the terms, Live Nation won’t have to sell Ticketmaster, the marquee goal of the DOJ and states in bringing the lawsuit. The developments buoyed Live Nation shares, which are on track to close at the highest price since September.

Still, news of the settlement was followed by conflicting information about which states will join the deal and how the trial will proceed without the Justice Department.

At Monday’s hearing, Adam Gitlin, an attorney for the DC attorney general, said that more than two dozen states are opposed to the settlement and he asked the court for a mistrial.

Appear Before Judge

US District Judge Arun Subramanian, who is presiding over the case, delayed ruling on the request and ordered Live Nation Chief Executive Officer Michael Rapino and Omeed Assefi, the current acting head of the Justice Department, to appear before him to speak about the deal Tuesday morning.

Subramanian said he would likely pause the trial to allow the states to regroup and continue the case with the same jury next week.

The company said it didn’t admit to any wrongdoing.

“By giving artists greater flexibility in choosing their promotional partners and ticketing strategy while also keeping the cost of a concert more affordable for fans, we are putting more power where it should be – with artists and fans,” said Rapino.

Some details of the agreement still appear uncertain. A senior DOJ official said in a press briefing that Live Nation will sell at least 13 of its amphitheaters. A Live Nation executive said that company won’t sell any of its venues, and that it doesn’t own the 13 in question. Instead it will open up all the amphitheaters it owns or operates to rival promoters. That will require the company to terminate contracts with some amphitheaters that it doesn’t own, and enter into new, non-exclusive deals, the executive said on a call with reporters.

“All owned and operated amphitheaters will continue to be operated by Live Nation as open venues, promoting competition and maximizing show volume,” Live Nation said in a statement. According to a court filing with the settlement terms Live Nation will “divest ownership or control of 13 concert venues.”

Build New Technology

The deal allows for a host of fixes the company’s critics have long pushed for. Under the settlement, Ticketmaster can no longer require that large amphitheaters and arenas use it as the exclusive ticketing company, the DOJ official said. Live Nation will build technology so that venues can more easily allow rival systems to sell up to 50% of tickets to concerts alongside Ticketmaster, the company said.

The settlement will lead directly to lower prices, according to the DOJ official. Live Nation agreed to cap the fees at 15% for tickets sold at the company’s venues, the company executive said, but it has no control over the fees at other locations.

Additionally, Live Nation must submit all acquisitions, regardless of size, to the DOJ for approval.

The agreement also calls for the company to pay a maximum of $280 million in damages if all 39 states and the District of Columbia sign on, the government and company officials said. That figure will be lower if fewer states join the settlement, they said.

Industry players and lawmakers weren’t pleased. The pact is “incredibly disappointing,” said Adam Lichstein, general counsel of rival ticketer SeatGeek Inc., whose CEO was one of the key witnesses in the trial. “Meaningful reform requires deep structural changes, not more of the surface level consolations that have failed for the last 16 years.”

Minnesota Democratic Senator Amy Klobuchar said, “given Live Nation-Ticketmaster’s monopoly dominance in ticketing, venues, and promotion, the only way to make live events truly affordable and competitive for fans, artists, and venues is to break up Live Nation.” Klobuchar said she plans to introduce a bill next week to bolster court oversight of antitrust settlements.

Opted For Settlement

The Justice Department was optimistic about its chances at trial, but opted for the settlement rather than go through a lengthy process that might not result in a favorable deal, the DOJ official said.

The settlement also requires Live Nation to provide artists with data on their fans ticket purchases, information the company previously withheld, the DOJ official added.

The lawsuit, which was filed under the Biden administration and brought to trial this month by President Donald Trump’s Justice Department, accused Live Nation and Ticketmaster of engaging in a variety of anticompetitive practices, including locking venues into long-term exclusive ticketing contracts and retaliating against rivals and venues that seek to use alternatives. The DOJ and states also said that Live Nation has monopolized the market for large, outdoor amphitheaters in the US.

Read More: Live Nation Nears DOJ Settlement That Avoids Ticketmaster Sale

Subramanian castigated the Justice Department and the states for what he said was an “entirely unacceptable” process. The judge said the parties informed him on Friday about the possibility of a settlement, but failed to disclose that a binding preliminary agreement had already been executed.

Andrew Kline, a Justice Department lawyer, said that Live Nation and the federal government signed a binding preliminary agreement on Thursday evening. Any settlement would still need to be finalized and then reviewed by Subramanian.

The states alleged in their mistrial motion that the Justice Department “hid the settlement” from them and “engineered” its timing to limit their ability to continue the case. The Justice Department didn’t provide the states with the proposed settlement terms until Thursday, a lawyer for New York said in a sworn statement, and only gave them 24 hours to determine if they wanted to join.

Discussions With States

The DOJ has been in discussions with the states to alleviate their concerns, said the DOJ official, who estimated that there will be a double-digit number of states joining the settlement.

DC’s Gitlin said that eight states have indicated they will join the settlement. Those include Arkansas, Iowa, Mississippi, Nebraska, Oklahoma, South Carolina, South Dakota and West Virginia — all of which have Republican attorneys general.

Four additional states with Republican AGs — Florida, Indiana, Louisiana and Texas — are still deciding. Texas said it has “concerns” about the deal, Gitlin said.

New York Attorney General Letitia James said that at least 25 states and DC will continue with the trial, along with New York. The settlement “fails to address the monopoly at the center of this case,” she said in a statement. “We cannot agree to it.”

Earlier: US Sues to Break Up Live Nation, Ticketmaster ‘Monopoly’

Assefi, who brokered the deal directly with Live Nation’s Rapino, took over as head of the Justice Department’s antitrust division last month after the Trump administration removed Abigail Slater from the role. The Live Nation executive said he didn’t believe her removal impacted the settlement negotiations.

Live Nation has faced years of antitrust scrutiny over its 2010 acquisition of Ticketmaster, which was cleared by the Obama administration and later contested as inadequate by rivals, lawmakers and fans.

“The literal billion-dollar question is what will come from the states continuing to pursue this case,” said Bill Werde, director of the Bandier music business at Syracuse University. “The only thing that would change industry dynamics is if Live Nation has to split from Ticketmaster.”

(Updates with Live Nation statement and fresh details throughout.)

--With assistance from Mikella Schuettler.

To contact the reporters on this story:
Leah Nylen in Washington at lnylen2@bloomberg.net;
Josh Sisco in San Francisco at jsisco6@bloomberg.net

To contact the editors responsible for this story:
Sara Forden at sforden@bloomberg.net

Michael J. Moore, Steve Stroth

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