SFX Entertainment Inc (NASDAQ:SFXE) Investor Securities Class Action Lawsuit 09/11/2015

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Company Name(s): 
SFX Entertainment
Case Name: 
SFX Entertainment Shareholder Class Action Lawsuit 09/11/2015
Case Status: 
Lawsuit Filed
Case Status: 
Settlement Proposed
Affected Securities
Lawsuit Overview
Type of Lawsuit: 
Shareholder Class Action
Date Filed: 
Class Period Begin: 
Class Period End: 
Court of Filing: 
U.S. District Court for the Southern District of New York
Deadline To File for Lead: 
Date Settled: 
Settlement Amount: 
Deadline to Participate in Settlement: 
Settlement Notice: 
Settlement Proof: 

July 30, 2019 - The court preliminarily approved the settlement.

July 18, 2019 - Parties filed a stipulation of settlement.

October 26, 2015 (Shareholders Foundation) - An investor in shares of SFX Entertainment Inc (NASDAQ:SFXE) filed a lawsuit in the U.S. District Court for the Southern District of New York over alleged violations of Federal Securities Laws by SFX Entertainment Inc in connection with certain allegedly false and misleading statements made between February 25, 2015 and August 17, 2015.

According to the complaint the plaintiff alleges on behalf of purchasers of SFX Entertainment Inc (NASDAQ:SFXE) common shares between February 25, 2015 and August 17, 2015, that the defendants violated Federal Securities Laws. More specifically, the plaintiff claims that among other things, that Defendants made materially false and misleading statements in connection with the proposed acquisition of SFX by Robert F.X. Sillerman, SFX Entertainment's Chief Executive Officer ("CEO") and largest shareholder, for all of the outstanding common stock he did not already own.

The plaintiff claims that between February 25, 2015 and August 17, 2015, Sillerman repeatedly affirmed his commitment to acquire SFX Entertainment and that Sillerman allegedly knew or recklessly disregarded and allegedly failed to disclose that he did not have any financing in place at the time he made his proposal and knew or recklessly disregarded that he could not obtain the financing to consummate the transaction.

On February 25, 2015, SFX Entertainment Inc (NASDAQ:SFXE) confirmed that it received a proposal from Robert F.X. Sillerman, the Company’s Chairman and Chief Executive Officer, to negotiate with the Company a transaction whereby Robert F.X. Sillerman would acquire all of the outstanding shares of SFX Entertainment Inc (NASDAQ:SFXE) that he does not already own at a price of $4.75 per share in cash. According to Robert F.X. Sillerman’s proposal, current shareholders will be offered an opportunity to remain as investors in the Company following any such acquisition. Mr. Sillerman currently owns approximately 39.8% of the outstanding common stock of SFX Entertainment.

On May 26, 2015, SFX Entertainment, Inc. announced it has signed a merger agreement whereby an affiliate of Robert F.X. Sillerman, the Company’s Chairman and Chief Executive Officer, will acquire all the outstanding common stock of SFX that he does not already own. Mr. Sillerman owns approximately 37.4 percent of the outstanding common stock of SFX Entertainment. Under the terms of the agreement, SFX stockholders will receive $5.25 in cash for each share of SFX common stock they hold, in a transaction valued at approximately $774 million.

On October 14, 2015, Robert F.X. Sillerman delivered a non-binding letter to the Board of Directors of SFX Entertainment, Inc 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 SFX Entertainment, Inc 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. Under the Proposed Transaction, each stockholder of SFX Entertainment, Inc (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 SFX Entertainment, Inc.

Shares of SFX Entertainment, Inc declined from over $11.50 per share in late 2013 to as low as $0.40 per share on September 24, 2015.

On October 19, 2015, NASDAQ:SFXE shares closed at $1.10 per share.