The Proposed Amendment to the Indenture would, among other things, amend the definition of “Consolidated EBITDA” to include in the calculation of Consolidated EBITDA incremental contributions to Consolidated EBITDA from (a) certain marketing agreements entered into after the period for which Consolidated EBITDA is being calculated and before the relevant date of determination and (b) recoupments SFX expects to receive from Management Vennootschap BVBA (“M&M”), related to start-up investments made in connection with a live event in which M&M is a minority partner, with such reimbursements being based on the future profitability of live events held in conjunction with M&M.
The full terms and conditions of the Solicitation are described in SFX’s consent solicitation statement (the “Statement”), dated
SFX’s obligation to pay the Consent Payment is conditioned upon, among other things, receipt of consents from the Holders of not less than a majority in aggregate principal amount of the Securities outstanding as of the record date. SFX will pay the Consent Payment promptly following the Expiration Time, subject to the satisfaction or waiver of all of the conditions in the Statement. Holders of Securities who do not deliver their consent (or validly revoke their consent) will not receive the Consent Payment, even though the Proposed Amendment, if approved, will bind all holders of the Securities and their transferees. Consents may be revoked at any time prior to the time at which the Proposed Amendment becomes effective.
This press release does not constitute a solicitation of consents. Any solicitation of consents will be made pursuant to the terms of the Statement. No solicitation is being made in any jurisdiction in which such a solicitation would be unlawful.
SFX has engaged
SFX operates Beatport, the principal online resource for EMC DJs and a trusted destination for the growing EMC community to discover and stream music, follow DJs and keep abreast of news, information and events, in addition to offering year-round entertainment to EMC fans around the globe through other digital assets. Additionally, SFX manages FX1, an internal marketing solutions agency for consumer brands targeting the millennial culture.
Forward Looking Statements
This press release contains forward-looking statements regarding SFX’s 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: SFX’s ability to integrate the companies it has acquired and plans to acquire in the future; SFX’s belief that the EMC community will grow; SFX’s ability to increase the number of festivals and events it produces and their attendance; SFX’s ability to pay its debts and meet its liquidity needs; competition; SFX’s ability to manage growth and geographically-dispersed operations; and SFX’s ability to grow its online properties. SFX refers you to the documents its files from time to time with the
Chief Financial and Administrative Officer
DKC Public Relations
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