Item 2.02 Results of Operations and Financial Condition. The information set forth in Item 7.01 below is incorporated by reference into this Item 2.02. Item 7.01 Regulation FD Disclosure. On January 28, 2014 , SFX Entertainment, Inc. (the "Company") announced it commenced a private debt offering to certain institutional investors pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Private Placement"). In connection with the Private Placement, the Company disclosed certain information to prospective investors in a preliminary offering memorandum dated January 28, 2014 . Some of the information in the preliminary offering memorandum has not previously been disclosed publicly and is furnished as Exhibit 99.1 and Exhibit 99.2 in the general form presented in the preliminary offering memorandum. Exhibits 99.1 and 99.2 are incorporated herein solely for purposes of this Item 7.01 disclosure. The preliminary offering memorandum contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements. The information in Item 7.01 of this Current Report on Form 8-K ("Current Report"), including the exhibits attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. Item 8.01 Other Events. On January 28, 2014 , the Company issued a press release announcing that it had commenced the Private Placement. A copy of the press release is attached as Exhibit 99.3 and incorporated by reference in this Item 8.01. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Excerpts from preliminary offering memorandum, dated January 28, 2014 99.2 Excerpts of certain financial statements from preliminary offering memorandum, dated January 28, 2014 99.3 Press Release, dated January 28, 2014 2 --------------------------------------------------------------------------------
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