Robert Sillerman Proposes to Acquire SFX Entertainment for $3.25/Share in Cash -13D

On October 14, 2015, Mr. Sillerman delivered a non-binding letter to the Board of Directors of SFX Entertainment

to propose a potential transaction for the Board's consideration. Under the proposed transaction, Mr. Sillerman would be prepared to acquire, through one or more acquisition vehicles, all of the outstanding shares of Common Stock not already beneficially owned by him for up to $3.25 per share in cash; at the same time, stockholders of the Company who wished to retain their equity interest in the Company would have the option to do so, subject to a maximum of 75 shareholders, and roll over their shares into equity interests of the acquiror alongside Mr. Sillerman ("Proposed Transaction"). Under the Proposed Transaction, each stockholder of the Company (other than those who elect to roll over their shares) would receive at closing (i) an amount per share in cash equal to the sum of $1.75 plus 100% of the amount Mr. Sillerman receives, up to $50MM in the aggregate applied pro rata to all shareholders, for the credit and other support he has provided to the Company, and (ii) a non-tradeable contingent payment right entitling the holder to receive up to an additional $1.00 per share in cash upon future sale of the Company. The Proposed Transaction would be subject to the approval of the Board and the negotiation and execution of mutually agreeable definitive transaction documents. Mr. Sillerman expects the special committee of independent directors of the Board to consider his proposal and make a recommendation to the full Board with respect to the Proposed Transaction. Mr. Sillerman would not proceed with the Proposed Transaction unless it was approved by such special committee. In addition, Mr. Sillerman proposed that the Proposed Transaction would be subject to approval by holders of a majority of the shares of Company common stock not beneficially owned by him or his affiliates. No assurances can be given that any transaction will be consummated. The proposal letter provides that no legal binding obligation with respect to a transaction will arise unless and until the execution of mutually acceptable definitive documentation.