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SFXE > SEC Filings for SFXE > Form 8-K on 7-Apr-2014All Recent SEC Filings

Show all filings for SFX ENTERTAINMENT, INC



Entry into a Material Definitive Agreement, Completion of Acquisition or D

Item 1.01 Entry into a Material Definitive Agreement.

On April 1, 2014, SFX Entertainment, Inc., a Delaware corporation (the "Company"), entered into an asset purchase agreement (the "Teamwork Agreement") with Workteam Acquisition, LLC, a wholly owned subsidiary of the Company ("Workteam"), Teamwork Management One, LLC ("Teamwork One"), Teamwork Management Two, LLC ("Teamwork Two"), Teamwork Management Three, LLC ("Teamwork Three"), Teamwork Management Four LLC (together with Teamwork One, Teamwork Two and Teamwork Three, "Teamwork"), Andrew McInnes, and Kevin Kusatsu, pursuant to which Workteam acquired substantially all of the assets of Teamwork used in connection with its business in exchange for (i) $7.0 million in cash and
(ii) 319,748 shares of common stock of the Company (such aggregate consideration, the "Closing Amount"). Teamwork is engaged in the business of personal and professional management for musical and other performing artists.

In addition, the selling parties will be entitled to receive an earn-out payment based on the performance of the acquired business in 2015 and 2016. Such payment shall be equal to the amount by which (i) the product of (x) the average of (A) the EBITDA for calendar year 2015 and (B) the EBITDA for calendar year 2016, multiplied by (y) four is greater than, if at all, (ii) the Closing Amount. Subject to NASDAQ Stock Market, Equity Rule 5635, the earn-out payment, if any, shall be payable as follows: (i) a portion in cash, as determined by the selling parties in their sole discretion and (ii) the remainder in shares of common stock of the Company (at a price determined using a 5 trading day volume-weighted average closing price per share for the period prior to the closing date).

The Teamwork Agreement contains customary representations, warranties, covenants and indemnification provisions. The foregoing description of the Teamwork Agreement (including the description of the consideration payable in connection therewith) does not purport to be complete and is qualified in its entirety by reference to the full text of the Teamwork Agreement, attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.01 Completion of Acquisition of Disposition of Assets.

The description of the Teamwork Agreement set forth in Item 1.01 above is incorporated by reference into this Item 2.01.

Item 3.02 Unregistered Sale of Securities.

The information regarding the issuance of shares of common stock set forth in Item 1.01 above is incorporated herein by reference. The shares of common stock that were issued were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) under the United States Securities Act of 1933, as amended (the "Securities Act"). The offer and sale of shares of common stock, as a portion of the acquisition consideration, was a privately negotiated transaction with the sellers and did not involve a general solicitation. The certificates representing the shares of common stock contain a legend to the effect that such shares are not registered under the Securities Act and may not be sold or transferred except pursuant to a registration statement that has become effective under the Securities Act or pursuant to an exemption from such registration.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.                                   Description

10.1   Asset Purchase Agreement, dated April 1, 2014, by and among SFX
       Entertainment, Inc., Workteam Acquisition, LLC, Teamwork Management One,
       LLC, Teamwork Management Two, LLC, Teamwork Management Three, LLC,
       Teamwork Management Four LLC, Andrew McInnes and Kevin Kusatsu

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