pr13da3-sfx_sillerman.htm

0000895345-15-000217.txt : 20150804 0000895345-15-000217.hdr.sgml : 20150804 20150804171627 ACCESSION NUMBER: 0000895345-15-000217 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150804 DATE AS OF CHANGE: 20150804 GROUP MEMBERS: SILLERMAN INVESTMENT CO III LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SFX Entertainment, INC CENTRAL INDEX KEY: 0001553588 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87658 FILM NUMBER: 151026512 BUSINESS ADDRESS: STREET 1: 902 BROADWAY STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 646-561-6400 MAIL ADDRESS: STREET 1: 902 BROADWAY STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: SFX HOLDING Corp DATE OF NAME CHANGE: 20120705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILLERMAN ROBERT F X CENTRAL INDEX KEY: 0000940128 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET CITY: NEW YORK STATE: NY ZIP: 10155 SC 13D/A 1 pr13da6-sfx_sillerman.htm pr13da3-sfx_sillerman.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

SFX Entertainment, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

784178303

(CUSIP Number)

Philip Richter

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

(212) 859-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 31, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 784178303

Page 2 of 6 Pages

1	NAME OF REPORTING PERSON Robert F.X. Sillerman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 37,684,213
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 37,684,213
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,684,213
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.01%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 784178303

Page 3 of 6 Pages

1	NAME OF REPORTING PERSON Sillerman Investment Company III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 29,960,263
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 29,960,263
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,960,263
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.68%
14	TYPE OF REPORTING PERSON OO

This Amendment No. 6 (this "Amendment No. 6") amends and supplements the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on February 25, 2015 by Robert F.X. Sillerman and Sillerman Investment Company III LLC ("SIC") with respect to the common stock, par value $0.001 per share (the "Common Stock"), of SFX Entertainment, Inc. (the "Company"), as amended by Amendment No. 1 thereto filed on March 5, 2015, Amendment No. 2 thereto filed on May 27, 2015, Amendment No. 3 thereto filed on May 29, 2015, Amendment No. 4 thereto filed on June 19, 2015 and Amendment No. 5 filed on July 13, 2015 (as so amended, the "Statement"). Capitalized terms not defined in this Amendment No. 6 have the meaning ascribed to them in the Statement.

ITEM 4.

PURPOSE OF TRANSACTION

Item 4 of the Statement is hereby amended and supplemented by adding the following:

SIC's Contribution of Shares to ESFX

As disclosed previously, on June 18, 2015, SIC purchased 1,037,345 of Common Stock from the Company for an aggregate consideration of $5.0 million in cash. On July 31, 2015, in connection with the formation of ESFX LLC ("ESFX"), a new investment company of which Mr. Sillerman is the manager, SIC contributed all of the 1,037,345 shares of Common Stock acquired on June 18, 2015 to ESFX as a capital contribution. SIC is a member of ESFX and owns 50% of the membership interest in ESFX.

ESFX's Acquisition of Shares from Virtual Point

Also on July 31, 2015, ESFX acquired 1,152,605 shares of Common Stock from Virtual Point Holdings, LLC ("Virtual Point"), an investment company not affiliated with the Company or the Reporting Persons, for $5.0 million. As disclosed previously, Virtual Point purchased these shares from the Company on June 18, 2015 for an aggregate consideration of $5.0 million and, in connection with such purchase and as a condition to Virtual Point's willingness to consummate such transaction, Mr. Sillerman entered into a letter agreement with Virtual Point pursuant to which Mr. Sillerman has granted Virtual Point a put right (the "Put Right") to sell to him under specified circumstances and conditions, at a put price of $5.25 per share in cash, all or a portion of the shares of Common Stock acquired by Virtual Point on June 18, 2015, subject to the terms and conditions set forth in the letter agreement. In connection with ESFX's acquisition of the shares from Virtual Point, Mr. Sillerman and Virtual Point terminated the letter agreement regarding the Put Right and the Put Right was cancelled.

The foregoing description is qualified in its entirety by reference to the purchase agreement between ESFX and Virtual Point dated July 31, 2015 and the letter agreement between Mr. Sillerman and Virtual Point dated July 31, 2015, which are filed herewith as Exhibits 10.1 and 10.2 respectively.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

Item 5 of this Amendment No. 6 is hereby amended and restated as follows:

(a)(b) As of July 31, 2015, Mr. Sillerman was the beneficial owner of, and held the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of, 37,684,213 shares of Common Stock, representing 38.01% of the outstanding shares of Common Stock. These shares include:

1.	1,500,000 shares of Common Stock subject to stock options held by Mr. Sillerman that are currently exercisable or exercisable within sixty (60) days of July 31, 2015;

29,960,263 shares of Common Stock, representing 30.68% of the outstanding shares of Common Stock, held by SIC (of which Mr. Sillerman is the sole member and manager and, in such capacity, holds the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the shares of Common Stock held by SIC);

3.	1,333,000 shares of unvested restricted Common Stock held by Mr. Sillerman;

4.	2,189,950 shares of Common Stock held by ESFX (of which Mr. Sillerman is the manager and, in such capacity, holds the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the shares of Common Stock held by ESFX); and

2,701,000 shares of Common Stock subject to certain nominee agreements (each a "Nominee Agreement" and, collectively, the "Nominee Agreements") with various stockholders of the Company (such stockholders, the "Beneficiaries"). Each Nominee Agreement names Mr. Sillerman as the nominee with respect to the shares subject to such Nominee Agreement and gives him the exclusive right to (i) vote or abstain from voting such shares and (ii) make any and all dispositions with respect to such shares.

The percentages of the outstanding shares set forth above were calculated based on 97,651,046 shares of Common Stock outstanding as of July 31, 2015.

Except as set forth above, as of July 31, 2015, the Reporting Persons have not effected any transactions in the shares of Common Stock during the past 60 days.

(d) With respect to the 29,960,263 shares of Common Stock held directly by SIC, as the sole member and manger of SIC, Mr. Sillerman has, as of June 31, 2015, the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares.

With respect to the 2,189,950 shares of Common Stock held by ESFX, ESFX has the right to receive dividends from, or the proceeds from the sale of, such shares.

With respect to the 2,701,000 shares of Common Stock that are the subject of the Nominee Agreements, as of June 18, 2015, the Beneficiaries have the right to receive and the power to direct the receipt of dividends (other than dividends in the form of additional shares of Common Stock, which will be held by Mr. Sillerman as the nominee) from, or the proceeds from the sale of, such shares.

(e) Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended and supplemented by adding the following:

The disclosure in Item 4 above is incorporated by reference in its entirety into this Item 6.

ITEM 7.

MATERIALS TO BE FILED AS EXHIBITS

Exhibit 10.1	Purchase Agreement, dated July 31, 2015, between ESFX LLC and Virtual Point Holdings, LLC
Exhibit 10.2	Letter Agreement, dated July 31, 2015, between Robert F.X. Sillerman and Virtual Point Holdings, LLC

Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 6 is true, complete and correct.

Dated: August 4, 2015

	Robert F. X. Sillerman

	By:	/s/ Robert F. X. Sillerman

	Sillerman Investment Company III LLC


	By:	/s/ Robert F. X. Sillerman

	Name:	Robert F. X. Sillerman
	Title:	Manager and Sole Member

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 10.1	Purchase Agreement, dated July 31, 2015, between ESFX LLC and Virtual Point Holdings, LLC
Exhibit 10.2	Letter Agreement, dated July 31, 2015, between Robert F.X. Sillerman and Virtual Point Holdings, LLC

EX-10.1 2 prex10-1.htm

Exhibit 10.1

July 31, 2015

Mr. Robert F.X. Sillerman

ESFX LLC

902 Broadway

15^th Floor

New York, NY 10010

Re: SFX Entertainment, Inc.

Dear Mr. Sillerman:

Subject to the terms and conditions set forth herein, ESFX LLC (the "Buyer") proposes to purchase from Virtual Point Holdings, LLC ("Seller"), (collectively, the Seller and Buyer are referred herein as the "Parties") 1,152,605 common shares of SFX Entertainment, Inc. (the "Securities") in the manner and subject to the terms and conditions set forth below (the "Transaction").

Purchase Price

The Buyer and Seller agree that the aggregate consideration payable to designated accounts of Seller for the Securities is $5,000,000.00. The Transaction will close as soon as practicable after the full execution of this letter agreement by the Parties, but not later than three business days after the execution of this letter agreement.

Status

Each of Seller and Buyer acknowledge that they each have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Transaction and is consummating the Transaction with a full understanding of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks. Seller is authorized to sell the Securities in this Transaction and upon completion of the Transaction the Buyer will receive good and marketable title to the Securities, free and clear of any encumbrance, lien, claim, charge, security interest, or other interests. Seller further acknowledges that Robert F.X. Sillerman, the Manager of ESFX, LLC is the Chief Executive Officer of SFX Entertainment, Inc. and Seller has had the opportunity to ask such questions and seek such information as it may deem advisable in connection with its decision.

Reliance

Seller acknowledges and agrees that the Buyer is relying on Seller's representations, warranties and agreements herein as a condition to proceeding with the Transaction. Without such representations, warranties and agreements, the Buyer would not engage in the Transaction.

Buyer acknowledges and agrees that the Seller is relying on Buyer's representations, warranties and agreements herein as a condition to proceeding with the Transaction. Without such representations, warranties and agreements, the Seller would not engage in the Transaction.

Buyer Acknowledgements and Agreements

Buyer acknowledges and agrees as follows:

(i) Buyer has received and carefully reviewed such information that it and its advisers deem necessary to make its decision to enter into the Transaction.

(ii) Buyer has made its own decision to consummate the Transaction based on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary, prudent or advisable. Buyer has made its own decision concerning the Transaction without reliance on any representation or warranty of, or advice from, the Seller. Neither the Seller nor anyone affiliated with the Seller has made any representations or warranties, express or implied, regarding the Issuer, the Securities or any aspect of the Transaction, except as specifically, and not by implication, set forth in this letter.

(iii) All current members of Buyer are and all future members of Buyer will be "accredited investors" as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Seller hereby agrees that with prior notice to Buyer (but without prior consent), Buyer may transfer the Securities to any affiliate of Buyer so long as all shareholders, partners, members or other equity holders of such affiliate are and continue to be "accredited investors" as defined in Regulation D promulgated under the Securities Act, and such transferee agrees to be bound by the obligation to enter into a lock-up agreement as required by clause (viii) hereof.

(iv) The Securities have not been registered under the Securities Act or the securities laws of any state and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such laws. The Securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and such laws pursuant to registration or exemption therefrom. The Securities will be legended to reflect such restrictions. The Buyer agrees that any transfer of the Securities or interests in the Buyer will be made in compliance with applicable securities laws, including restrictions on the manner of sale.

(v) Buyer acknowledges that the Securities are being acquired for its own account, for investment purposes only, and not with a view to a distribution. Buyer acknowledges that its ability to rely on the resale safe harbor provided by Rule 144 may be limited.

Seller Acknowledgements and Agreements

(i) Seller has received and carefully reviewed such information that it and its advisers deem necessary to make its decision to enter into the Transaction.

(ii) Seller has made its own decision to consummate the Transaction based on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary, prudent or advisable. Seller has made its own decision concerning the Transaction without reliance on any representation or warranty of, or advice from, the Buyer. Neither the Buyer nor anyone affiliated with the Buyer has made any representations or warranties, express or implied, regarding the Issuer, the Securities or any aspect of the Transaction, except as specifically, and not by implication, set forth in this letter.

(iii) Seller acknowledges and understands that Buyer and its officers and affiliates may possess material non-public information not known to Seller that may impact the value of the Securities (the "Buyer Information"), that Buyer has not disclosed to Seller, including without limitation, (a) information known to Robert F.X. Sillerman or affiliates, (b) information otherwise received from other holders of the Securities on a confidential basis, and (c) information received on a privileged basis from the attorneys and financial advisers representing the Buyer. Seller understands, based on its experience, the disadvantage to which Seller is subject due to the disparity of information between the Buyer and the Seller. Notwithstanding this, Seller has deemed it appropriate to engage in the Transaction.

(iv) Seller agrees that Buyer and its affiliates, principals, stockholders, partners, employees and agents shall have no liability to Seller or its principals, partners, employees or agents, whatsoever due to or in connection with Buyer's use or non-disclosure of the Buyer Information or otherwise as a result of the Transaction contemplated hereby, and Seller hereby irrevocably waives any claim that it might have based on the failure of the Buyer to disclose the Buyer Information.

Other Agreements of the Parties

(i) You are the Manager of Buyer and are authorized to execute and deliver this Agreement and all applicable documents and/or instruments required to complete the Transaction.

(ii) This letter agreement (a) shall constitute the binding agreement of the Parties with respect to the subject matter hereof and shall constitute the entire agreement of the parties with respect to the subject matter hereof, and (b) may be executed by facsimile transmission of executed counterparts, which together shall constitute one and the same agreement. The Transaction shall be subject to the laws of the State of New York, without reference to conflict of laws principles.

Please sign a copy of this letter agreement and return a copy by facsimile and the original by mail to the undersigned.

Very truly yours,

VIRTUAL POINT HOLDINGS, LLC

Robert F.X. Sillerman


By:	/s/ A. Wayne Johnson

Name:	A. Wayne Johnson

Title:	President and Manager

Accepted and agreed to this
31^st day of July, 2015

ESFX LLC


By:	/s/ Robert F.X. Sillerman

Name:	Robert F.X. Sillerman

Title:	Manager

EX-10.2 3 prex10-2.htm

Exhibit 10.2

Robert F.X. Sillerman
902 Broadway
15^th Floor
New York, NY 10010

July 31, 2015

Virtual Point Holdings, LLC

P.O. Box 28020

Macon, GA 31221

Gentlemen:

Reference is made to that certain letter agreement between us dated June 17, 2015 relating to a put option with respect to shares of the common stock of SFX Entertainment, Inc. (the "Put Agreement").

This will confirm that pursuant to our conversation, effective today, the Put Agreement has been terminated upon our sale of the shares to ESFX, LLC.

Please confirm your acceptance of this termination by signing and returning this letter.

Very truly yours,


By:	/s/Robert F.X. Sillerman

Name:	Robert F.X. Sillerman

VIRTUAL POINT HOLDINGS, LLC



By:	/s/ A. Wayne Johnson

Name:	A. Wayne Johnson

Title:	President and Manager