Exhibit 99

0001104659-11-036672.txt : 20110627 0001104659-11-036672.hdr.sgml : 20110627 20110627194316 ACCESSION NUMBER: 0001104659-11-036672 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110620 FILED AS OF DATE: 20110627 DATE AS OF CHANGE: 20110627 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CKX, Inc. CENTRAL INDEX KEY: 0000793044 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 270118168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128383100 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: SPORTS ENTERTAINMENT ENTERPRISES INC DATE OF NAME CHANGE: 19990727 FORMER COMPANY: FORMER CONFORMED NAME: LAS VEGAS DISCOUNT GOLF & TENNIS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LAGUNA CAPITAL CORP DATE OF NAME CHANGE: 19890123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management, L.P. CENTRAL INDEX KEY: 0001398053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34794 FILM NUMBER: 11934095 BUSINESS ADDRESS: STREET 1: 2 MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: 2 MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management GP, LLC CENTRAL INDEX KEY: 0001413410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34794 FILM NUMBER: 11934094 BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34794 FILM NUMBER: 11934098 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management Holdings, L.P. CENTRAL INDEX KEY: 0001449434 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34794 FILM NUMBER: 11934092 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management VII, L.P. CENTRAL INDEX KEY: 0001473647 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34794 FILM NUMBER: 11934097 BUSINESS ADDRESS: STREET 1: 2711 CENTERVILLE ROAD, SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 212-515-3484 MAIL ADDRESS: STREET 1: 2711 CENTERVILLE ROAD, SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AIF VII Management, LLC CENTRAL INDEX KEY: 0001475358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34794 FILM NUMBER: 11934096 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 a4.xml 4 X0303 4 2011-06-20 0 0000793044 CKX, Inc. CKXE 0001449433 Apollo Management Holdings GP, LLC 9 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001473647 Apollo Management VII, L.P. 9 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001475358 AIF VII Management, LLC 9 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001398053 Apollo Management, L.P. 9 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001413410 Apollo Management GP, LLC 9 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001449434 Apollo Management Holdings, L.P. 9 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2011-06-20 4 P 0 5358395 5.50 A 54351044 I See footnote Common Stock 2011-06-21 4 P 0 19183310 5.50 A 73534354 I See footnote Series B Convertible Preferred Stock 2011-06-21 4 P 0 1491817 A 75026171 I See footnote Series C Convertible Preferred Stock 2011-06-21 4 P 0 1 A 75026172 I See footnote Common Stock 2011-06-21 4 P 0 99077718 5.50 A 174103890 I See footnote Common Stock 2011-06-21 4 J 0 200 A 200 I See footnote See Exhibit 99.1. [see signatures attached as Exhibit 99.2] 2011-06-27 EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99

Exhibit 99.1

(1) Following the initial expiration of a tender offer at midnight, New York City time, on June 15, 2011 made by CKX Entertainment Offeror Sub, LLC (f/k/a Colonel Offeror Sub, LLC) (“CKX Offeror”) for shares of common stock (“Common Stock”) of CKX, Inc. (the “Issuer”) in connection with an Agreement and Plan of Merger (the “Merger Agreement”), dated May 10, 2011, as amended on May 17, 2011 by and among the Issuer, Colonel MergerSub, Inc. (“MergerSub”) and CKX Entertainment, Inc. (f/k/a Colonel Holdings, Inc.) (“CKX Entertainment”), in which 48,584,473 shares of the Issuer were acquired by CKX Offeror at a price of $5.50 per share (the “Offer Price”), CKX Offeror acquired an additional 5,358,395 shares of Common Stock of the Issuer at the Offer Price in a subsequent offering period ending June 20, 2011. In addition, CKX Entertainment acquired an additional 19,183,310 shares of Common Stock from a former stockholder of the Issuer in exchange for cash at a price per share equal to the Offer Price. On June 21, 2011, CKX Entertainment Holdings, Inc. (“Entertainment Holdings”) acquired 1,491,817 shares of Series B Convertible Preferred Stock (“Series B Preferred”) and 1 share of Series C Convertible Preferred Stock (“Series C Preferred”) of the Issuer from a former stockholder of Issuer in exchange for shares of preferred stock of Entertainment Holdings. Prior to the Merger, MergerSub also acquired an additional 99,077,718 shares of newly issued Common Stock from the Issuer, and all of the shares of Common Stock, Series B Preferred and Series C Preferred acquired by CKX Offeror and CKX Entertainment were contributed to MergerSub. Upon the merger of MergerSub with and into the Issuer on June 21, 2011 (the “Merger”) pursuant to the Merger Agreement, all the shares of Common Stock, Series B Preferred and Series C Preferred of the Issuer previously acquired by MergerSub, which totaled an aggregate 174,103,980 shares of Common Stock, on an as-converted basis, were cancelled and all of the shares of capital stock of MergerSub outstanding immediately prior to the Merger were converted into 200 shares of common stock of the Issuer.

Prior to the Merger, CKX Offeror was the sole stockholder of MergerSub. CKX Entertainment UK Limited (f/k/a Colonel UK Holdings Limited) (“CKX UK”) is the sole member of CKX Offeror. CKX Entertainment is the sole stockholder of CKX UK. Entertainment Holdings is the sole stockholder of CKX Entertainment. Apollo CKX Holdings, L.P. (“CKX Holdings”) is the controlling stockholder of Entertainment Holdings, and Apollo CKX Holdings GP, LLC (“CKX Holdings GP”) is the general partner of CKX Holdings. Apollo Management VII, L.P. (“Management VII”) is the manager of CKX Holdings GP, and AIF VII Management, LLC (“AIF VII Management”) is the general partner of Management VII. Apollo Management, L.P. (“Apollo Management”) is the sole member and manager of AIF VII Management, and Apollo Management GP, LLC (“Management GP”) is the general partner of Apollo Management. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member and manager of Management GP, and Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. Leon Black, Joshua Harris and Marc Rowan are the managers and executive officers of Management Holdings GP. Each of CKX Offeror, CKX UK, CKX Entertainment, Entertainment Holdings, CKX Holdings, CKX Holdings GP, Management VII, AIF VII Management, Apollo Management, Management GP, Management Holdings, Management Holdings GP, and Messrs. Black, Harris and Rowan disclaims beneficial ownership of the shares held of record by CKX Offeror, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose. The address of CKX Offeror, CKX UK, CKX Entertainment, Entertainment Holdings, CKX Holdings and CKX Holdings GP is One Manhattanville Road, Suite 201, Purchase, New York 10577. The address of Management VII, AIF VII Management, Apollo Management, Management GP, Management Holdings and Management Holdings GP, and Messrs. Black, Harris and Rowan, is c/o Apollo Management, L.P., 9 West 57th St., 43rd Floor, New York, New York 10019.

EX-99.2 3 ex-99d2.htm EX-99.2 Exhibit 99

Exhibit 99.2

This Statement on Form 4 is filed by CKX Entertainment Offeror Sub, LLC, CKX Entertainment UK Limited, CKX Entertainment, Inc., CKX Entertainment Holdings, Inc., Apollo CKX Holdings, L.P., Apollo CKX Holdings GP, LLC, Apollo Management VII, L.P., AIF VII Management, LLC, Apollo Management, L.P., Apollo Management GP, LLC, Apollo Management Holdings, L.P., and Apollo Management Holdings GP, LLC.

Name of Designated Filer: Apollo Management Holdings GP, LLC

Date of Event Requiring Statement: June 20, 2011

Issuer Name and Ticker or Trading Symbol: CKX, Inc. (CKXE)

	CKX ENTERTAINMENT OFFEROR SUB, LLC

	By:	/s/ Thomas P. Benson
	Name:	Thomas P. Benson
	Title:	Chief Financial Officer


	CKX ENTERTAINMENT UK LIMITED

	By:	/s/ Stan Parker
	Name:	Stan Parker
	Title:	Director


	CKX ENTERTAINMENT, INC.


	By:	/s/ Thomas P. Benson
	Name:	Thomas P. Benson
	Title:	Chief Financial Officer


	CKX ENTERTAINMENT HOLDINGS, INC.

	By:	/s/ Thomas P. Benson
	Name:	Thomas P. Benson
	Title:	Chief Financial Officer

APOLLO CKX HOLDINGS, L.P.

By:	Apollo CKX Holdings GP, LLC
	Its General Partner

	By:		Apollo Management VII, L.P.
			Its manager

			By:		AIF VII Management, LLC
					Its general partner

					By:		/s/ Laurie D. Medley
					Name:		Laurie D. Medley
					Title:		Vice President


APOLLO CKX HOLDINGS GP, LLC

By:	Apollo Management VII, L.P.
	Its manager

	By:		AIF VII Management, LLC
			Its general partner

			By:			/s/ Laurie D. Medley
			Name:			Laurie D. Medley
			Title:			Vice President

APOLLO MANAGEMENT VI, L.P.

By:	AIF VII MANAGEMENT, LLC
	Its General Partner

	By:			/s/ Laurie D. Medley
	Name:			Laurie D. Medley
	Title:			Vice President


AIF VII MANAGEMENT, LLC


By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President

APOLLO MANAGEMENT, L.P.

By:	APOLLO MANAGEMENT GP, LLC
	Its General Partner

	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President


APOLLO MANAGEMENT GP, LLC

By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President


APOLLO MANAGEMENT HOLDINGS, L.P.

By:	APOLLO MANAGEMENT HOLDINGS, GP, LLC
	Its General Partner

	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President


APOLLO MANAGEMENT HOLDINGS GP, LLC

By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President