SFX Entertainment Proposed Going-Private Transaction Would Be Entirely Equity-Financed

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Robert F.X. Sillerman, the Chairman and Chief Executive Officer of SFX Entertainment, Inc.
SFXE
, today affirmed that his affiliate's proposed acquisition of the outstanding common stock of SFX would be financed on an all-equity basis. "This is not a leveraged buyout," said Mr. Sillerman. "I hope to use all-equity financing to fund the proposed going-private transaction. I have no plans to have the Company incur additional debt to fund the transaction." As made public in the May 26 announcement disclosing terms of the agreement, SFX stockholders will receive $5.25 in cash from an affiliate of Mr. Sillerman for each share of SFX common stock they hold, in a transaction valued at approximately $774 million. Mr. Sillerman presently owns approximately 37.4 percent of the Company's outstanding common stock. Stockholders will also be able to elect to retain stock in the Company in lieu of cash, subject to certain conditions and limitations. The SFX Board of Directors, acting on the recommendation of a Special Committee, unanimously approved the merger agreement, which is subject to a number of conditions, including receiving the affirmative vote of a majority of the unaffiliated stockholders. Mr. Sillerman recused himself from the Board vote regarding the transaction. The merger agreement provides for a 45-day "go-shop" period, during which the Special Committee will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals. Mr. Sillerman has agreed to vote his shares in favor of any superior proposal that has a value of at least 2.5% more than his highest offer. Jefferies LLC is serving as Mr. Sillerman's sole financial advisor in connection with the transaction.
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