Live Nation, Inc. (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   October 11, 2007

Live Nation, Inc.
(Exact name of registrant as specified in its charter)

Delaware 001-32601 20-3247759
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
9348 Civic Center Drive, Beverly Hills, California   90210
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   310-867-7000

Not Applicable
Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 3.02 Unregistered Sales of Equity Securities.

On October 11, 2007, Live Nation Worldwide, Inc. (the "Company"), a subsidiary of Live Nation, Inc. ("Live Nation"), entered into a music-related rights agreement (the "Agreement") with a company furnishing the services of Madonna pursuant to which Live Nation will issue 1,174,371 shares of its common stock, with an aggregate value of $25 million as determined by the Agreement.

The shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and were issued in reliance upon the exemptions from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D. The Agreement contained representations from the holder of the shares, an entity controlled by Madonna, to support the Company's reasonable belief that the holder acquired the shares for its own account and not with a view to distribution, and that the holder is an "accredited investor" as defined in Regulation D.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Live Nation, Inc.
October 16, 2007   By:   Kathy Willard
        Name: Kathy Willard
        Title: Executive Vice President and Chief Financial Officer