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What Is the Real Buyout Status of SFX Entertainment?

SFX Entertainment Inc. (NASDAQ: SFXE) has had a dismal Friday, with shares down 20% at $1.54. The company recently reported a loss for its second quarter, but the real issue hinges around an existing effort at a sale or merger.

Late on Friday, the company issued a press release showing that its special committee of independent directors, with the concurrence of Robert F.X. Sillerman, has authorized the continued exploration of strategic alternatives. While this means the potential sale of all or part of its assets, the reality is that this is overly complicated.

Friday’s report said that SFX has received an indication of interest at a price lower than the $5.25 per share offered by Sillerman in a merger agreement that was signed back on May 26, 2015. As to why this gets interesting, the company said that Sillerman remains interested in taking SFX private. While it states that he would be interested in a deal alone or with one or more strategic partners, his interest in buying SFX is now at a lower price, given that its share price has declined substantially below that in the merger agreement.

The company said:

The special committee and its advisors will entertain offers for the entire Company as well as assets not central to the Company’s core business through at least October 2, 2015. Sillerman has agreed to cooperate with the special committee to obtain the best available offer for the Company’s shareholders.

The October 2 date was chosen to allow potential bidders and their financing sources to have visibility into the Company’s performance during its peak festival season, thus providing a full and accurate picture of the Company’s results and prospects. To facilitate potential offers during this period, all “no-shop” restrictions and the related breakup fees provisions applicable to the Company under the merger agreement will no longer apply, enabling potential bidders to freely evaluate the Company in light of the recent substantial decline in its share price. Any new transaction will be evidenced by a new definitive agreement as the existing merger agreement is no longer effective.

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A Forbes article showed how complicated this deal was becoming after a key investor had jumped ship.

Management buyouts are often tricky, but this one may take the cake. The original $5.25 deal is against Thursday’s closing price of $1.94, and it is even that much farther away from the $1.56 level after Friday’s 20% drop.

SFX Entertainment’s live events and brands include Tomorrowland, TomorrowWorld, Mysteryland, Sensation, Stereosonic, Electric Zoo, Disco Donnie Presents, Life in Color, Nature One, Mayday, Decibel, Q-Dance, Awakenings, React Presents, Beatport, Flavorus and Paylogic. The company also manages event-driven nightclubs.

By Jon C. Ogg