Ticketmaster and Live Nation filed a Form S-4 joint proxy statement/prospectus  with the SEC on Wednesday. The document is not complete but offers many details on the proposed merger of the two companies.
- Michael Rapino is expected to serve as president and chief executive officer of the combined company. Irving Azoff is expected to serve as executive chairman – which will not be a board position, although the statement indicates Azoff is expected to be designated as a director of the combined company. The SEC filing confirms what a source told Billboard.biz  when the merger was announced in February. Rapino’s base salary will be $1.5 million. He will receive an annual bonus of up to 200% of his base salary, annual restricted stock grants of 150,000 shares and a one-time stock option grant of two million shares.
- Holders of Ticketmaster common stock will get 1.384 shares of Live Nation stock for each share of TM common stock. The exchange ratio will be adjusted so holders of TM will own 50.1% of the shares immediately before the merger.
- The combined company will be traded under the TKTM symbol.
- The boards of directors for the companies believe “the merger will present the combined company with a unique opportunity to improve the live entertainment experience and drive major innovations in ticketing technology, marketing and service.”
- The companies reiterated their belief that the merger, barring factors outside of their control, will be completed in the second half of 2009.
- The board of directors, which will lean in favor of Ticketmaster designees, will have three classes. The first class will be three Ticketmaster designees (including one Liberty director assuming Liberty Media designates two directors) and two Live Nation designees whose terms of the board members will expire at the first annual meeting of the merged company. The second class will have two Ticketmaster designees and three Live Nation designees whose terms will expire at the second annual meeting. The third class will be two Ticketmaster designees (including one Liberty director assuming Liberty Media designates two directors) and two Live Nation designees who will remain until the third annual meeting.
- Live Nation offers a number of reasons for pursuing the merger, including the “prevailing macroeconomic conditions,” the ability to capitalize on strategic advantages of the vertically integrated company, the combination of Live Nation’s growth with Ticketmaster’s stable revenue, and “significant annual operating synergies.”
- Ticketmaster’s list of reasons for the merger include the creation of a global leader in live entertainment, diversified revenue and a stronger stream of free cash flows, and the likelihood that alternative business transactions would not be available.