Read the lawsuit against Live Nation (2024)

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 1 of 128UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORKUNITED STATES OF AMERICAU.S. Department of Justice, Antitrust Division450 Fifth Street N.W., Suite 4000Washington, DC 20530STATE OF ARIZONA2005 N. Central AvenuePhoenix, AZ 85004STATE OF ARKANSAS323 Center Street, Suite 200Little Rock, AR 72201STATE OF CALIFORNIA300 South Spring Street, Suite 1702Los Angeles, CA 90013STATE OF COLORADO1300 Broadway, 7th FloorDenver, CO 80203STATE OF CONNECTICUT165 Capitol AvenueHartford, CT 06106DISTRICT OF COLUMBIA400 Sixth Street, N.W.Washington, DC 20001STATE OF FLORIDAPL-01 The CapitolTallahassee, FL 32399-1050STATE OF ILLINOIS115 S. LaSalle Street, Floor 23Chicago, IL 60603STATE OF MARYLAND200 St. Paul Place, 19th FloorBaltimore, MD 21202COMPLAINT1:24-cv-3973JURY TRIAL DEMANDED

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 2 of 128COMMONWEALTH OFMASSACHUSETTSOne Ashburton Place, 18th FloorBoston, MA 02108STATE OF MICHIGAN525 W Ottawa St.Lansing, MI 48933STATE OF MINNESOTA445 Minnesota StreetSaint Paul, MN 55101STATE OF NEVADA8945 West Russell Road., Suite 204Las Vegas, Nevada 89148STATE OF NEW HAMPSHIRE1 Granite Place SouthConcord, NH 03301STATE OF NEW JERSEY124 Halsey Street, 5th FloorNewark, NJ 07101STATE OF NEW YORK28 Liberty StreetNew York, NY 10005STATE OF NORTH CAROLINAP.O. Box 629Raleigh, NC 27602STATE OF OHIO30 E. Broad Street, 26th FloorColumbus, OH 43215STATE OF OKLAHOMA15 West 6th StreetSuite 1000Tulsa, OK 74119STATE OF OREGON1162 Court Street, N.E.Salem, OR 97301

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 3 of 128COMMONWEALTH OF PENNSYLVANIAStrawberry Square, 14th FloorHarrisburg, PA 17120STATE OF RHODE ISLAND150 South Main StreetProvidence, RI 02903STATE OF SOUTH CAROLINAP.O. Box 11549Columbia, South Carolina 29211STATE OF TENNESSEEP.O. Box 20207Nashville, TN 37202STATE OF TEXASP.O. Box 12548Austin, TX 78711-2548COMMONWEALTH OF VIRGINIA202 N. 9th StreetRichmond, VA 23219STATE OF WASHINGTON800 Fifth Avenue, Suite 2000Seattle, WA 98104-3188STATE OF WEST VIRGINIA1900 Kanawha Boulevard EastCapitol ComplexBuilding 6, Suite 401Charleston, WV 25305STATE OF WISCONSINP.O. Box 7857Madison, Wisconsin 53707andSTATE OF WYOMING109 State CapitolCheyenne, WY 82002,Plaintiffs,

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 4 of 128V.LIVE NATION ENTERTAINMENT, INC.9348 Civic Center DriveBeverly Hills, CA 90210andTICKETMASTER L.L.C.9348 Civic Center DriveBeverly Hills, CA 90210,Defendants.

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 5 of 128Table of ContentsI.Introduction........II. Defendants Live Nation and Ticketmaster28III.Industry Background.........9A.How Live Concerts Work9B.Money Flows Across the Live Entertainment Industry16C.Live Nation's "Flywheel”.23D.History of Live Nation and Ticketmaster..27IV.Live Nation Maintains Monopolies and Market Power Across the Live ConcertEcosystem Through an Anticompetitive and Exclusionary Course of Conduct.........30A. Oak View Group: Nascent competitor to a self-described “hammer” for Live Nation. 31B.............34Live Nation threatens rivals to blunt expansion into U.S. concert promotions.Using "carrots” and “sticks,” Live Nation locks venues into exclusive, long-termticketing agreements with Ticketmaster that shut out competition.C.36D. Ticketmaster's long-term exclusive agreements with venues are designed to lock upshare and lock out competition, which forecloses a substantial share of primary ticketingmarkets.40E.Live Nation restricts access to its venues unless Live Nation is paidto be the promoter.45F.Live Nation strategically acquires promoters, venues, and festivals to eliminaterivals, expand its network, and grow its "moat.”.46V.Anticompetitive Effects and Competitive Harm53VI.Relevant Markets and Monopoly Power...57A. Primary Ticketing Services Markets ...i. Primary Ticketing Services to Major Concert Venues…………………..5960B.ii. Primary Concert Ticketing Offerings to Fans at Major Concert Venues....Concert Promotions Services Markets6469i.Concert Booking and Promotion Services to Major Concert Venues........ii. Promotion Services to Artists6972C.Artist Use of Large Amphitheaters74VII. Jurisdiction, Venue, and Commerce.VIII. Violations Alleged.7678IX.Request for Relief.102X. Demand for a Jury Trial...1041

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 6 of 128I. Introduction1.One monopolist serves as the gatekeeper for the delivery of nearly all live musicin America today: Live Nation, including its wholly owned subsidiary Ticketmaster. In LiveNation's words, it is the “largest live entertainment company in the world,” the “largest producerof live music concerts in the world,” and “the world's leading live entertainment ticketing salesand marketing company.” Indeed, Live Nation is all these things, to the detriment of fans, artists,venues, and competition.2. Today, musical artists must rely on promoters, venues, and ticketers to organizethe business of playing live music. These service providers should work to serve the interests ofartists and fans. Genuine competition for and among these service providers would generate thebest, most cost-effective, and fan-friendly experience. But the world live music fans live in todayis far from that.3.Live Nation directly manages more than 400 musical artists and, in total, controlsaround 60% of concert promotions at major concert venues across the country. Live Nation alsoowns or controls more than 265 concert venues in North America, including more than 60 of thetop 100 amphitheaters in the United States. For comparison, its closest rival owns no more than ahandful of top amphitheaters. And, of course, through Ticketmaster, Live Nation controlsroughly 80% or more of major concert venues' primary ticketing for concerts and a growingshare of ticket resales in the secondary market.4. The live music industry, like other heavily concentrated industries, is largelycontrolled by a well-known group of insiders who lead multiple interconnected companies withnumerous conflicts of interest. These insiders have spent decades amassing, fortifying, andexercising power, particularly against anyone who seeks to disrupt the now-standard industrybusiness practices and conduct. These business practices can, and often do, work against the2

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 7 of 128interests of those with relatively little power and influence, especially working musicians andfans. These insiders often speak to each other, and work together, as allies and partners ratherthan as vigorous competitors.5. With this vast scope of power comes influence. Live Nation and its wholly ownedsubsidiary, Ticketmaster, have used that power and influence to insert themselves at the centerand the edges of virtually every aspect of the live music ecosystem. This has given Live Nationand Ticketmaster the opportunity to freeze innovation and bend the industry to their own benefit.While this may be a boon to Live Nation's bottom line, there is a real cost to Americans. Asdescribed in detail below, today Live Nation possesses and routinely exercises control overwhich artists perform on what dates at which venues. Through Ticketmaster, Live Nation alsopossesses and exercises control over how fans are able to purchase tickets to see their favoriteartists in concert and what fees those fans will pay to do so. Artists and fans as well as thecountless people and other services that support them suffer from the loss of dynamism andgrowth that competition would inevitably usher in.6.As this Complaint describes in detail, through a self-reinforcing "flywheel" thatLive Nation-Ticketmaster created to connect their multiple interconnected businesses andinterests, Live Nation and Ticketmaster have engaged in numerous forms of anticompetitiveconduct. That anticompetitive conduct includes the following:a.Relationship with Oak View Group. Live Nation-Ticketmaster exploitsits longtime relationship with Oak View Group, a potential competitor-turned-partner thathas described itself as a “hammer” and “protect[or]” for Live Nation. In recent years, OakView Group has avoided bidding against Live Nation for artist talent and influencedvenues to sign exclusive agreements with Ticketmaster. For example, Live Nation has3

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 8 of 128scolded Oak View Group multiple times for trying to compete. In one instance, LiveNation asked, "who would be so stupid to . . . play into [an artist agent's] arms," and onanother occasion, Live Nation stated, “let's make sure we don't let [the artist agency]now start playing us off."b.Retaliating Against Potential Entrants. Live Nation-Ticketmastersuccessfully threatened financial retaliation against a firm unless it stopped one of itssubsidiaries from competing to gain a foothold in the U.S. concert promotions market.Acquiring Competitors and Competitive Threats. Live Nation-C.Ticketmaster strategically acquired a number of smaller and regional promoters that ithad internally identified as threats. This has undermined competition and impacted artistcompensation.d.Threatening and Retaliating Against Venues that Work with Rivals.Live Nation-Ticketmaster's power in concert promotions means that every live concertvenue knows choosing another promoter or ticketer comes with a risk of drawing anadverse reaction from Live Nation-Ticketmaster that would result in losing concerts,revenue, and fans.e. Locking Out Competition with Exclusionary Contracts. Live Nation-Ticketmaster locks concert venues into long-term exclusive contracts so that venuescannot consider or choose rival ticketers or switch to better, more, or cost-effectiveticketing technology. These contracts allow Live Nation-Ticketmaster to reducecompetitive pressure to improve its own ticketing technology and customer service.Blocking Venues from Using Multiple Ticketers. Live Nation-Ticketmaster's conduct and exclusive contracts prevent new and different promotions andf.4

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 9 of 128ticketing competitors and business models from emerging. They block venues from beingable to use multiple ticketers, who would compete by offering the best mix of prices,fees, quality, and innovation to fans.g.Restricting Artists' Access to Venues. Live Nation-Ticketmaster hasincreasingly gained control of key venues, including amphitheaters, through acquisitions,partnerships, and agreements. Live Nation-Ticketmaster restricts artists' use of thosevenues unless those artists also agree to use their promotion services.h.Acquiring Competitors and Competitive Threats. Live Nation-Ticketmaster strategically acquired a number of smaller and regional promoters that ithad internally identified as threats. This has undermined competition and impacted artistcompensation.7.Taken individually and considered together, Live Nation's and Ticketmaster'sconduct allows them to exploit their conflicts of interest—as a promoter, ticketer, venue owner,and artist manager—across the live music industry and further entrench their dominant positions.Because Live Nation and Ticketmaster control so much of the concert-going experience, would-be rivals must compete at scale across different levels of the concert ecosystem, raising barriersto competition even further and requiring multi-level entry by existing and would-becompetitors.8. The real world, practical costs of Live Nation's strategy are well-known. Publicfrustration with concert ticket pricing and sales is a constant drumbeat. The fees that must bepaid to attend a live concert in America far exceed fees in comparable parts of the world. Anyfan who has logged onto Ticketmaster's website to buy a concert ticket knows the feeling of5

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 10 of 128shock and frustration as the base cost of the ticket increases dramatically with the addition offees to include:a."service" or "convenience" fees,b."Platinum" fees,C.d.e."VIP" fees,"per order" or "handling” fees,"payment processing" fees,f."facility" fees, and/orany other fee or tax Ticketmaster collects from the fan, often with a cut of9.g.that fee going back to Ticketmaster.Whatever the name of the fee and however the fees are packaged and collected,they are essentially a "Ticketmaster Tax” that ultimately raise the price fans pay.10. Live Nation's anticompetitive conduct has not only harmed fans in the form ofmore and higher fees, but also undermines innovation. Competition increases the array andquality of services available and makes it easier for fans to find and see artists they love.Unburdened by competition on the merits, Ticketmaster does not need to invest as much toimprove the fan experience.11.Live Nation and Ticketmaster understand the benefits a more open andcompetitive ticketing ecosystem would bring to fans and others. For example, in 2022,Ticketmaster evaluated and recognized that a more open, non-exclusive ticketing system—inessence, ending its preferred exclusive primary ticketing relationships—could lead to morecompetition and threats to its dominance. Instead, Ticketmaster has focused on adding newrestrictions to its ticketing systems to force fans to interact with Ticketmaster and thereby6

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 11 of 128facilitate Ticketmaster's ability to increase the amount of data it collects from fans. This, ofcourse, benefits not only Ticketmaster but also the vast array of related Live Nation businessesand feeds the Live Nation-Ticketmaster flywheel. According to Live Nation's CEO,Ticketmaster "now not only know[s] the person that bought the ticket, but [also] those threepeople that you are taking to the show, which we [Live Nation] have not known historically." Itsdata supremacy over rivals has only accelerated.12. The impact of the diminished incentive to innovate can manifest in real ways.Without competitive pressure to spur investment and innovation, customer service, website andapp design, and product quality and stability suffer. These harms are the natural and predictableconsequence of an industry suffocating under monopoly.13. The United States and certain States previously tried to protect what should be adynamic, thriving industry through a Clayton Act Section 7 case and resulting consent decree in2010, followed by an amended consent decree in 2020. Notwithstanding the prior case underSection 7 of the Clayton Act, Live Nation and Ticketmaster have violated other antitrust laws,namely the Sherman Act, through additional, different, and more expansive forms ofanticompetitive conduct and exclusionary practices.14. Live Nation's monopoly, and the anticompetitive conduct that protects andmaintains its monopoly, strikes a chord precisely because the industry at stake is one that has forgenerations inspired, entertained, and challenged Americans. Conduct that subverts competitionhere not only harms the structure of the live music industry and the countless people that work inthat industry, but also damages the foundation of creative expression and art that lies at the heartof our personal, social, and political lives.7

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 12 of 12815.It is often said that music requires little more than “three chords and the truth.” Inour modern economy, the live music industry requires that plus competition. Restoringcompetition protects the ability of working artists and fans to meaningfully access, afford, andengage with music and each other. Addressing and stopping anticompetitive conduct is alsoessential to ensure the vibrancy of live music. The United States and the Attorneys General ofArizona, Arkansas, California, Colorado, Connecticut, the District of Columbia, Florida, Illinois,Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Hampshire, New Jersey, NewYork, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina,Tennessee, Texas, Virginia, Washington, West Virginia, Wisconsin, and Wyoming hereby seekrelief from this Court, including structural relief, to stop the anticompetitive conduct arising fromLive Nation's monopoly power.II.16.Defendants Live Nation and TicketmasterAccording to its 2023 securities filings, Defendant Live Nation Entertainment,Inc. is the “largest live entertainment company in the world," the “largest producer of live musicconcerts in the world,” and “the world's leading live entertainment ticketing sales and marketingcompany,” and it owns, operates, leases, has equity interest in, or has exclusive booking rightsfor or significant influence over 373 venues globally and more than 265 in North America. Thisincludes more than 60 of the top 100 amphitheaters in the United States that Live Nation eitherowns or controls through long-term leases or for which it has the exclusive right to determinewho performs at the venue. Control over a venue not only confers on Live Nation the ability todictate whether fans can see a particular artist they love, but in many cases also provides LiveNation control over many aspects of the concert experience and a host of additional revenuestreams ranging from sponsorships to food and beverage sales.8

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 13 of 12817. Live Nation's business brings in over $22 billion dollars in revenue a yearglobally. Live Nation divides its business into three segments: Concerts (e.g., promotions, venuemanagement, and music festival production), Ticketing (e.g., Ticketmaster business), andSponsorship and Advertising. In 2023, Live Nation generated $18.8 billion in Concerts revenue,$2.9 billion for Ticketing, and $1.1 billion for Sponsorship & Advertising.18. Defendant Ticketmaster L.L.C. is a wholly owned subsidiary of Live Nation(collectively referred to as "Live Nation” herein). Ticketmaster provides primary and secondaryticketing services, which are responsible, respectively, for selling tickets to fans in the firstinstance for a show and allowing fans to resell those tickets at a later time. Ticketmaster is by farthe largest concert ticketing company in the United States for major concert venues, at least eighttimes the size of its closest competitor.III.Industry Background19.A. How Live Concerts WorkToday's live music concerts are complex productions involving thousands ofchoices to bring together artists and their fans on a particular date and time. Staging a singleconcert at a major concert venue- -let alone an entire tour—involves months of preparation andrequires the orchestrated support of many intermediaries in multiple roles. Among the decisionsthat will most impact the overall experience of fans include what venue will host a particular livemusic experience, who will promote the event, and who will ticket the event.9

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 14 of 128Live Nation Entertainment operatesbusiness unit or has partnershipsTICKETFACEVALUEFEESPROMOTERTICKETFACEVALUEFEESFANSPRIMARYTICKETERFEESFEESSECONDARYTICKETERUPFRONTPAYMENTSREBATE orCO-PROVENUECASHGUARANTEE% TICKETFACE VALUERENTARTISTS20.The planning of a concert predictably begins with an artist¹ who decides to shareher music and the artistic vision for the presentation of that music with the world and,specifically, with her fans. For artists, the decision to perform live and share music in thismedium is an important opportunity to publicly display their art, but also to generate andcontinue to cultivate enduring relationships with their fans who appreciate and patronize that art.The overall experience associated with what music to present and, critically, how to present it,allows artists to express their artistic vision in a way that will resonate with fans. While artistsstrive to ensure fans at a single show appreciate their art, they also work to cultivate that fan baseover the long run. This allows artists to maximize their ability to earn money over the arc of theircareer as compensation for their creative labor, whether it is through more concerts, the sale ofmore tickets at larger concerts, or the sale of merchandise and other related products and1As used in this Complaint, “artist” refers to both musicians and comedians, who make similar choices in planningtheir performances and face similar competitive conditions.10

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 15 of 128services. As is often publicly reported, the income earned from concerts generally represents asubstantial part of artists' compensation for their creative and performance labor.21. Managers and/or agents typically assist artists to achieve these goals. Managersand agents guide artists' professional lives, including touring, and are often compensated basedon a share of the artist's revenues or profit streams. Live Nation manages more than 400 artists inthe United States, and in that capacity works with artists, along with other industryintermediaries, to shape their tours and price tickets. One of the founders of Oak View Group, aleading venue development company that partners with Live Nation, also owns a company that isa major manager of artists in the United States music industry.22.In the modern era, once an artist decides to perform a concert or go on tour, thefirst major decision they must make, alongside their manager or agent, is to contract with one ormore promoters. Promoters are primarily responsible for arranging the concert or tour andpromoting the event to the public. Promoters provide a variety of services, including workingwith artists and their managers and/or agents to help choose the venue(s) to host the concert ortour and determine ticket prices, promoting the concert to the public, and shouldering thefinancial risk and potential upside if the show or tour underperforms/overperforms in terms ofprofitability. Promoters are also generally responsible for facilitating payments to the artist,venue, and other vendors associated with the concert or tour.23. Artists historically used different promoters for each show in a new city or regionof the country. Today, while local promoters may book one or a handful of shows in a localmarket, touring artists typically use national promoters—principally Live Nation and AEGPresents (a subsidiary of Anschutz Entertainment Group Inc. ("AEG”))—as they can offer asingle packaged tour deal. These deals often include a larger, upfront guaranteed payment to the11

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 16 of 128artist for a national tour with multiple shows across many markets as compared to one-off showsin a single city or region. Through tour deals, national promoters reduce their own risk of notgenerating enough revenue to cover the artist's guarantee by, in effect, using the profits ofsuccessful shows to mitigate the losses of unsuccessful shows within an artist's tour.24.Live Nation and its much smaller rival (less than half the size, although even thatoverstates its competitive significance), AEG, are the two largest concert promoters in the UnitedStates. Both Live Nation and AEG also separately provide and are compensated for providingprimary ticketing services to venues. No other promoter in the United States can rival their venuenetworks, scale, reach, and connections to compete to promote national tours for major artists ona regular basis.25.The second major decision an artist-supported by their manager and/or agent―must make is which concert venues to use at various stops on a national tour. Concert venues arethe physical spaces or facilities that host live music. Venues compete to attract artists to performat their facility, and artists may choose where to perform based on a variety of characteristics,including the venue's ambiance, capacity, location, and acoustics. Sometimes a venue ownerseparately contracts with a promoter, like Live Nation, to provide that promoter with financialincentives for booking and promotions services over an extended period of time, whichpredictably can lead a promoter to steer artists it promotes to perform at the venue. Other timesvenues provide these incentives on a show-by-show basis.26. Venue owners can either operate the facility themselves or hire a managementcompany to operate it. Venue operators provide and maintain the facilities where concerts areheld and oversee the venue's services, such as concessions, parking, security, and artistmerchandising. Venue operators usually charge the artist and their promoter rent to use the12

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 17 of 128facility to perform a concert, and the venue operator often works directly with the artist inproviding related ancillary services, such as the staging and lighting of a show.27. Most artists start their careers performing at smaller venues like clubs or theaters,which offer limited capacities, but at generally lower costs. These venues allow newer artists todevelop and grow a relationship with their fans in more intimate settings before moving on tolarger venues as their "draw" of fans increases. As artists grow their fan base, they graduate tolarger venues. Major concert venues include large amphitheaters and arenas that are particularlysuited to hosting live concerts for popular artists due to their capacity, infrastructure, andamenities. Concerts are a vital source of revenue for these venues.28.Live Nation owns, operates, or otherwise controls more than 265 venues acrossNorth America. For many years, Live Nation has been the single largest and growing—ownerof American clubs and theaters, which gives it the unique ability to capture artists early in theircareers. As artists grow their popularity, this early access enhances Live Nation's ability tofunnel artists through the vast array of Live Nation products and services in the modern livemusic ecosystem. Live Nation's control over access to so many popular venues across thecountry gives it outsized power and control in this industry.29. Large amphitheaters, in particular, are attractive venues for certain popularartists. Amphitheaters are outdoor venues, which allow artists to take advantage of warm weatherin the summer months when many artists prefer to tour. Many touring artists like amphitheatersbecause they generally offer a balance between more seating than clubs and theaters at a morelucrative compensation and more affordable prices for fans, and a more curated and intimateartistic experience than arenas or large festivals. Large amphitheaters are especially attractive toartists who have graduated from clubs and theaters, but are not yet able to fill higher-capacity13

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 18 of 128arenas on a consistent basis. They also may be attractive to artists who once played in arenas orstadiums but are no longer able to attract the same audience size.30.Live Nation controls more than 60% of large amphitheaters in the United States.Live Nation owns, operates, or exclusively books at least 40 of the top 50 and 60 of the top 100amphitheaters in the United States. No other company in the United States owns more than ahandful of amphitheaters, even those with an otherwise sizeable portfolio of arenas.31. Today, almost all major concert venues contract with a primary ticketer tohandle the sale of tickets. Primary ticketers orchestrate the sale of tickets to fans. In the past,tickets for major concert venues were sold through call centers, retail outlets, and box offices, allof which could be operated or offered by different parties. Today, most tickets are sold throughthe internet and mobile applications and the most common delivery method is electronic deliveryto fans' mobile phones. The vast majority of major concert venues have an exclusivearrangement with a primary ticketer, most often Ticketmaster, who is entitled to manage and selltickets on behalf of the initial rights holder―for concerts, this is typically the artist for allevents at that venue. The primary ticketer manages ticketing inventory and provides thetechnology for online ticketing, accounting, payment processing, and other administrativecapabilities.32. Live Nation's subsidiary, Ticketmaster, is the largest primary ticketer in theUnited States. AEG operates AXS, the second largest primary ticketer in the United States,although it is much smaller than—less than a fifth of the size of—Ticketmaster. Ticketmaster'sdominance is especially apparent among major concert venues. In 2022, Ticketmaster's share ofprimary ticketing for NBA and NHL arenas exceeded 70%, with AXS and SeatGeek trailing. Inthe past ten years, AXS has not moved a single arena away from Ticketmaster. Live Nation's14

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 19 of 128conduct, including its financial and commercial relationship with venue manager Oak ViewGroup and the conditioning of access to artists on a venue's selection of primary ticketer, vitiatesmany venues' ability to select a primary ticketer on the merits of its ticketing service,significantly disadvantaging Live Nation's rivals when they compete for primary ticketingcontracts.33. In light of existing market dynamics and Live Nation's conduct, it has been andremains rare for venues in the United States to be “open,” which would mean that the dynamismof competition would decide what primary ticketer wins the contract for a particular concert at aparticular venue. Instead, primary ticketers, notably Ticketmaster, typically contract to be theexclusive ticketer for a major concert venue for a period of many years, offering venues up-frontpayments in the form of signing bonuses and sponsorships. Indeed, Ticketmaster's exclusivecontracts cover more than 60% of ticket sales to major concert venues and more than 75% ofconcert ticket sales to major concert venues. These exclusive agreements contractually bar anyoption of having more than one ticketing company offering differentiated services to fans at suchvenues for a single show or even across shows, with very limited exceptions. This model thatlocks in the certainty of exclusivity over the dynamism of open competition is an intentionalbusiness strategy found in the Ticketmaster-dominated primary ticketing market in the UnitedStates, but does not burden competition for such services in many other parts of the world notdominated by Ticketmaster.34. In other countries, many venues are “open.” For instance, in France, concerttickets are often held in a central inventory management system that is accessible by multipleticketing companies. And in the United Kingdom, a promoter often allocates bundles of tickets tomultiple ticketing providers. No matter the form it takes, an “open” system means that artists,15

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 20 of 128whose incentives for a lower-cost, higher-quality concert experience are more closely alignedwith fans, are more likely to play a role in choosing the ticketing company of their choice.35. In addition to the primary ticketer, fans can buy tickets through a secondaryticketing platform, where individual ticket holders, season ticket holders, or businesses can re-sell tickets to other fans. Secondary ticketing platforms earn revenue through fees paid by theseller of the ticket and, usually, fees paid by the buyer of the ticket as well.36.Ticketmaster's ticketing agreements with a venue sometimes entitle Ticketmasterto control secondary ticketing services in addition to primary ticketing services. Ticketmaster'soverall share of resale tickets in North America has grown rapidly since 2019, accounting fornearly one third of ticket resales in 2022. Ticketmaster's rapid increase in secondary marketshare coincided with its launch of SafeTix technology in or about 2019. SafeTix technologyrequires that all transfers occur within the Ticketmaster platform. This technology makes itharder for fans to use rivals' secondary ticketing platforms to resell tickets, pushing them insteadto the Ticketmaster resale platform.B. Money Flows Across the Live Entertainment Industry37. Today, artists who perform at a live concert must navigate a complex web ofcontracts, business relationships, and money flows across numerous intermediaries andparticipants. These arrangements often result in fees and charges being split among variousindustry participants in ways that are not always visible to artists, let alone to fans. Importantly,many of these contracts are interdependent, such that increases to one incentivize or directlyinfluence increases in other areas. And at times, the convoluted web of agreements results in oneentity paying on behalf of another, only to then recoup portions of those funds for its ownbenefit.16

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 21 of 12838.Today, fans pay more in fees associated with live music concert tickets inAmerica than other parts of the world.39. An intermediary, like Live Nation, makes money through a series ofinterconnected agreements it enters into with artists, venues, rival promoters, and fans by virtueof the many "hats" it wears across the industry. Through these agreements, Live Nation hasconstructed a live entertainment ecosystem in which Live Nation can not only extract revenues atevery stage as an intermediary, but on many occasions, also double-dip across multiple businesslines for example, as both a ticketer and a promoter-creating a feedback loop that inflates itsfees and revenue, all at the expense of fans.40. Promoters like Live Nation generate revenue primarily through a pre-agreed splitof the gross ticket sales of a show or tour with the artist as well as through payments made byvenues to incentivize the promoter to route its artists to perform at a particular venue.41.When trying to secure the right to promote an artist's tour, a promoter and artistoften negotiate over the artist's guaranteed payment and the profit split of certain additionalconcert revenues. For example, Live Nation typically pays an artist the higher of either (1) apercentage of the gross ticket sales less expenses or (2) the artist's guaranteed payment.Guaranteed payments are typically based on the number of performances in the tour, length ofthe promotion contract, and projected ticket sales, while the percentage of the gross ticket salesless expenses is a set percentage. Live Nation will also enter into some multi-tour deals wherethe artist will earn even larger cash advances today in exchange for the right to promote the artistexclusively for a certain number of performances or a specific amount of time. While LiveNation sweetens the upfront incentives for certain artists by offering these larger cash advances,they extract recompense in other parts of the ecosystem by, for example, routing their promoted17

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 22 of 128artists through Live Nation's owned and controlled venues or venues exclusively ticketed byTicketmaster. For other artists, Live Nation typically conditions use of its owned or controlledvenues (especially large amphitheaters) on an artist signing with Live Nation as promoter.42.In addition to contracting with artists for promotion services, Live Nation, as apromoter, also frequently and separately contracts with venues to provide booking andpromotions services, in exchange for a cut of the venue's revenues associated with the shows itbrings to the venue and, occasionally, even a cut from shows that rival promoters bring to thevenue. These agreements can come in a variety of forms and are known as “rebate deals," "co-promotion deals,” or “drawbacks.” These revenues generally are not added to the pool of moneyLive Nation splits with artists. In fact, some of these payments functionally remit money back toLive Nation that Live Nation initially paid to venues on behalf of its artists (e.g., facility rentalfee rebates). These deals-through which Live Nation can essentially claw back a show'sexpenditures reflect Live Nation's power over venues, derived from its influence over artists'decisions about what venues to play and when. Over the past few years, Live Nation hascontinued to increase its concert promotions fees imposed on venues, which are passed throughto fans.43.Ticketmaster, as primary ticketer, collects both the face value of the ticket aswell as a host of fees tacked on top of the face value (“primary ticketing fees”). Ticketmaster,owned by Live Nation, retains a portion of the fees. The remaining fees are remitted to otherintermediaries like the venue and promoter, which are often Live Nation-owned entities,amounting to paying several of these fees (or portions thereof) to itself.44."Ticketing" Fees. Americans are well-acquainted with the numerous anddifferent fees appended to the cost of a single ticket to attend a concert today. The numerous fees18

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 23 of 128that are added on top of each other—often with little visibility offered to the fan buying theticket―contribute to Live Nation's nearly 40% adjusted operating margin in 2023 for its globalticketing business. In addition to charging those fees, Ticketmaster often offers consumers theability to purchase ticket insurance and “upsells" (such as the option to add parking) at checkout,and it retains a “cut” of these revenues as well. The fees can include, for example:"Service" or "Convenience" Fees. Service fees, sometimes called conveniencefees, are negotiated between the venue and the ticketer and can be set in a variety ofways. Sometimes the ticketer will receive an agreed-upon dollar amount and/or anagreed-upon percentage of the service fee. Alternatively, the venue and ticketermight agree in advance as to the actual fee that the fan will pay for any event andhow to split that. Sometimes, the ticketer will receive a fee based on the face valueof the ticket. Under any of those models, the ultimate fee that the consumer paysresults from the negotiation between the ticketer and the venue. Generally, underthese models, the higher the ticket price, the higher the ticketing fee. As a result, thefee has no meaningful relation to the actual cost of providing the ticketing service,which would not vary ticket by ticket or show by show."Platinum" and "Pricemaster" Fees. Not all primary tickets, however, are subjectto the typical “service” fees. Ticketmaster has two dynamic pricing tools, Platinumand Pricemaster. For tickets that are dynamically priced by Ticketmaster,consumers often pay higher ticketing fees. Ticketmaster additionally receives an“inside fee" from the promoter amounting to a double dip by Ticketmaster.19

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 24 of 128"Per Order" (or "Handling") Fees, which are additional ticketing service feescharged on top of each order, separate and apart from the ticketing fees embeddedin the service charge. These are often split between the ticketer and the venue."Payment Processing" Fees, which are additional fees charged on certaintransactions for processing the electronic payment inherently necessary to purchaseany electronically delivered ticket."Facility" Fees, which are fees charged by some venues and typically remitted infull to the venue.Although venues retain some proportion of ticketing fees described above, a significantproportion of the venue's share is often passed onto promoters, like Live Nation, to incentivizethem to steer content to their venue.45. The face values of tickets are typically set or approved by artists, althoughpromoters' offers also influence face values. Artists, in consultation with their manager and thepromoter (either or both of which might be Live Nation employees), can also decide to enabledynamic pricing through Ticketmaster's two dynamic pricing tools, Pricemaster and Platinum,which allow face values to increase based upon the level of demand for a given concert.Promoters and venues use Ticketmaster's Pricemaster tool for “bulk” dynamic pricing of groupsof seats, while Platinum tickets, on the other hand, are used to dynamically price at the seat level.For tickets that are dynamically priced by Ticketmaster, whether as bulk or at the seat level,consumers often pay much higher face values. Ticketmaster has a pricing team that makespricing recommendations—including recommendations as to average and minimum face valueof tickets. And typically, it is Ticketmaster's own pricing team that adjusts the face value oftickets based on demand for a particular show.2020

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 25 of 12846. Venues earn revenue by renting their facilities to the artist and promoter, sellingfood, beverages, and merchandise to patrons, collecting ticketing and parking fees, and—sometimes—by sharing in the profit from concerts through co-promotion agreements withpromoters such as Live Nation. When venues set aspects of ticket fees, they must not onlyaccount for their own operating costs, but also ensure the fees are sufficient to cover all thepayments the venues must make to intermediaries like promoters and ticketers. For example,venues must ensure the additional ticket fees cover the fee charged by the primary ticketingservice (generally Ticketmaster) and offset the various payments they must make to the promoter(often Live Nation). Because of the interrelated nature of contracts in the industry, money oftenflows in multiple directions to and from various intermediaries, sometimes in both directions fora single show.47.Live Nation tells the public that the service fees are decided by the venue. Whileit is nominally true that “[t]he venue decides on the service fees," in reality, these decisions arepredicated upon the portion of those fees that Live Nation (via Ticketmaster) will retain in thefirst instance- -an amount Live Nation negotiates with each venue in advance of the venuesetting the amount of the fee. This arrangement is consistent with the many other fees extractedat various stages; those fees may superficially be set by a market participant other than LiveNation or Ticketmaster, but Live Nation and Ticketmaster nonetheless have a hand in settingnearly all these fees and often benefit financially from a significant portion of these fees.48. In other words, Live Nation's various contracts operate together to drive up theoverall number and size of fees paid by fans. For example, under many Ticketmaster contracts,when venues increase their own fees to offset Live Nation's concert promotion charges,Ticketmaster is entitled to receive a “ticketing” fee. This double-dip by Live Nation (as21

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 26 of 128promoter) and Ticketmaster (as ticketer) means venues have to raise fan-paid fees just to offsetLive Nation's promotions charges. For example, a venue forced to pay Live Nation a $5promotions rebate and Ticketmaster a portion of any increased fees would need to raise fees onfans by significantly more than $5 to break even.49.Secondary ticketing providers earn revenue through fees paid by the seller of theticket and, usually, the buyer of the ticket as well. Ticketmaster provides secondary ticketingservices via "TM+” to venues when it provides primary ticketing services to the venue hostingthe event. Ticketmaster also sells secondary tickets via its "3PE" tool when it does not provideprimary ticketing services to the venue hosting the event.50.In addition to the fees Live Nation extracts under its ticketing and promotionscontracts, Live Nation also generates significant revenues from its sponsorship and advertisingbusiness. Live Nation takes advantage of its vast network of venues and high volume of ticketsto secure substantial sponsorship and advertising revenue―further deepening its pool of profits.It sells signage rights, online advertising, beverage pouring rights, venue-naming rights, andmore. Live Nation considers its sponsorship and advertising business to be one of its high-margin businesses.51.Live Nation is able to extract significant revenues through its sponsorship andadvertising business in part by controlling access to fans at performances where advertisers wantto reach them. By controlling the vast majority of large amphitheaters in the United States—pushing concerts to venues it owns, operates, and/or exclusively tickets; locking in key artisttalent; and growing the massive data trove it has accumulated as a ticketer—Live Nation is ableto drive substantial advertising revenue that feeds the rest of its business.22

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 27 of 128C. Live Nation's "Flywheel"52. Founded in 1996, Live Nation began as a live events promoter. Over thefollowing three decades, Live Nation expanded its reach across nearly the entire liveentertainment industry—live events promotions, primary ticketing, secondary ticketing, venueownership and operations, music festivals, artist management, sponsorships, and more. LiveNation controls wide swaths of live music in the United States because of its multidimensionalpower.53. Live Nation uses its concert promotion business—the core of its "flywheel"―tofeed its other high margin businesses, including Ticketmaster's ticketing business, Live Nation'snetwork of venues, as well as Live Nation's sponsorship and advertising business.54.As Live Nation's CEO put it, concert promotion is the business that gives thecompany control over content that feeds Live Nation's three high margin businesses:At the core is our flywheel. It's the concert business. . . It's the lower margin partof our business. But in order to get into these three high margin businesses and becompetitive, we have to have that scale [in concerts] . . . [Our] leadership position[in concerts] drives the three high margin businesses that are driving our true cashflow and EBITDA.55.The modified graphic below, based upon Live Nation documents, demonstrateshow the flywheel entrenches Live Nation's profits and power.2325

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 28 of 128LIVE Live Nation business modelNATIONFlywheelConcerts50% MARGIN71M Fans20% MARGIN26,000 concerts40+ countries70% MARGINOnsiteF&BVIPAncillariesTicketingticketmasterVERIFIED TICKETSNHLOnsiteticketweb seatwaveuniverseFGTAdvertisingFront Gate TicketsDigital56.The modified graphic below, based upon Live Nation's public filings,demonstrates how this flywheel generates substantial revenues and profits across Live Nation'sbusinesses.Live NationBusinessModel$2.9 billion revenueTicketing37.7% AOI* marginreinvestprofits$18.8 billion revenueConcerts &Venues1.7% AOI* marginSponsorship& Advertisingreinvestprofits$1.1 billion revenue61.6% AOI* margin2424*AOI = adjusted operating incomeSource: Live Nation 10-K for FY23

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 29 of 12857.Live Nation wields its power in concert promotions to fuel and drive its primaryticketing business. This presents a Hobson's choice for major concert venues that Live Nationdoes not already own or otherwise control: either choose Ticketmaster as their exclusive providerof primary ticketing services and benefit from access to Live Nation concerts, or choose a rivalticketing company and risk losing access to Live Nation concerts. Losing access to even aportion of Live Nation's tours can seriously harm venues that rely on highly profitable concerts.58. Live Nation does not have to threaten individual venues explicitly (although itdoes) to discourage them from signing ticketing contracts with competitors. The risks are well-known in the industry, and Live Nation's topmost executives remain outspoken that Live Nationlikely will steer concerts away from independent venues that do not select Ticketmaster as theirticketer. Live Nation's CEO publicly acknowledged as much in not-so-subtle terms:We can't say to a Ticketmaster venue that says they want to use a different ticketingplatform, "If you do that, we won't put shows in your building.” ….. [But] we haveto put the show where we make the most economics, and maybe that venue[that wants to use a different ticketing platform] won't be the best economicplace anymore because we don't hold the revenue.59.The power and profits from Live Nation's high-margin businesses (includingTicketmaster and Sponsorship & Advertising) help keep the flywheel spinning by financiallyfueling (what may appear on paper to be) Live Nation's less profitable promotions business. LiveNation can do this in a number of ways. For example, for top artists, Live Nation can use profitsfrom other business lines to fund break-even or even unprofitable exclusive promotion contractson a standalone basis to keep feeding the flywheel. Rival promoters often find themselves unableto match Live Nation's offers to artists because Live Nation can subsidize artist offers withprofits from ticketing and other higher margin businesses. (Of course, some of Live Nation'sexclusionary conduct also is aimed at weakening or eliminating rivals, and reducing the amountLive Nation needs to bid to win artists' business). At the same time, artists who do not choose2525

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 30 of 128Live Nation to promote their shows or tours can find themselves locked out of Live Nation-owned and controlled venues, including Live Nation's large stable of amphitheaters that aremore accessible for fans.60.ticketing sales-Live Nation also uses consumer data-acquired through primary and secondary-to augment its ability to feed its flywheel. As Live Nation's CEO put it: “No onehas 80 million customers segmented in a database as rich as ours . . . that audience and thatplatform is really the key, unique part of our business."61. As described below, Live Nation's conduct and anticompetitive scheme furthercreates and enhances barriers for rivals and nascent threats while cementing Live Nation's gripon nearly every corner of this ecosystem. Industry participants recognize that rivals mustparticipate at scale and at multiple points of the concert ecosystem to compete effectively withLive Nation. For example:•Live Nation's self-reinforcing conduct and power in promotions, ticketing, andvenue access disadvantages rivals that do not have a similar portfolio ofintertwined assets, increasing barriers for those that do not enter and expand inmultiple markets simultaneously.Ticketing rivals must invest in and develop ticketing systems robust enough tohandle high-demand on-sale events for popular artists, fraud/protection and creditcard access for fans, and back-office support. Rival ticketers must alsoaccumulate sufficient data to target, market, and advertise shows to fans, as wellas sufficient working capital to secure business, all at a time when there arelimited opportunities to even compete to dislodge Ticketmaster's monopoly that is2626

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 31 of 12862.•maintained by long-term, exclusive ticketing contracts and the content threat andthereby recoup this investment.Promotions rivals face similar obstacles. They need significant capital to fund tourpayments (often millions of dollars), enough scale to hedge against the risk of anysingle tour failing, extensive relationships with artists, artist managers, agents, andvenue operators (and, on the flip side, willingness of those market participants touse a competitor without the fear of retaliation by Live Nation or its surrogates),and enough experience and data from previous tours to make effective routing andpricing recommendations to artists.D. History of Live Nation and TicketmasterSFX Entertainment, which later became Live Nation, was founded in 1996 andrapidly began rolling up smaller entertainment companies to consolidate power in concertpromotions. That strategy continues today. As Live Nation's current CEO has explained, thisstrategy of consolidation “from day one” is part of the company's DNA: “we want to continuallybe the largest promoter in the world, have as many boots on the ground in as many cities andcountries in the world as possible . . . .”63.Ticketmaster, Inc. was founded in 1976 as an independent ticketing company. Ithas been the largest primary ticketer for major concert venues for decades. Like Live Nation,Ticketmaster initially rose to power in part through a series of acquisitions that consolidated thecompany's dominant position in primary ticketing. Ticketmaster also expanded and cemented itsdominance by pushing through changes to the structure of ticketing contracts that reducedcompetitive pressures to lower ticketing fees that are ultimately borne by fans.27

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 32 of 12864.Ticketmaster restructured how ticketing companies get paid for their services.Venues used to pay ticketing service companies to ticket events. But in the early 1980s,Ticketmaster started passing more ticketing costs onto consumers (who effectively have nochoice in selecting the ticketer) in the form of fees, and then sharing some of the additionalrevenue with venues. Second, Ticketmaster began paying venues large upfront advances inexchange for the exclusive, multi-year right to sell and distribute their tickets.65. On February 10, 2009, Live Nation (then known as Live Nation, Inc.) andTicketmaster (then known as Ticketmaster Entertainment, Inc.), agreed to merge. At the time,Live Nation was an emerging direct competitor to Ticketmaster in primary ticketing services:after spending nearly two years evaluating, licensing, and developing its own ticketing platform,Live Nation had rapidly become America's second-largest primary ticketer at major concertvenues.² Alleging the merger would likely substantially lessen competition in the provision andsale of primary ticketing services for major concert venues, the United States and nineteen states³filed a case challenging the merger under Section 7 of the Clayton Act, 15 U.S.C. § 18.4 Theparties agreed to a consent decree, entered as a final judgment in the Section 7 case on July 30,2010, allowing the merger to proceed subject to certain conditions.2 Amended Complaint at 5 ¶ 3, 13–14 ¶¶ 34–37, United States et al. v. Ticketmaster Ent., Inc., et al., No. 1:10-cv-00139, Dkt. No. (D.D.C. Jan. 29, 2010), ECF No. 5.3 Specifically, the States of Arizona, Arkansas, California, Florida, Illinois, Iowa, Louisiana, Nebraska, Nevada,Ohio, Oregon, Rhode Island, Tennessee, Texas, Wisconsin, New Jersey, and Washington and the Commonwealthsof Massachusetts and Pennsylvania. Id. at 1.4 Id. at 1746.5 Final Judgment, United States et al. v. Ticketmaster Ent., Inc., et al., No. 1:10-cv-00139 (D.D.C. July 30, 2010),ECF No. 15.2828

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 33 of 12866.In January 2020, the United States filed a motion to modify the consent decree inthe Section 7 case. 6 Ticketmaster and Live Nation denied the allegations but ultimately agreed tothe United States' and some state co-plaintiffs' proposed amendments to the consent decree.The court entered the amended consent decree as an amended final judgment that, among otherthings, partially extended the decree's effective date through December 31, 2025.8 The court thenclosed the Section 7 case on February 29, 2020.⁹ Several of the plaintiff states here were notparties to the 2010 or 2020 decrees.67.In the years since, Live Nation and Ticketmaster have committed additional,different, and more expansive violations of the antitrust laws compared to the narrower scope ofthe Section 7 case. As detailed below, Live Nation and Ticketmaster have engaged in ongoingunlawful monopolization of markets across the concert industry in violation of Section 2 of theSherman Act and state analogues. For example, since 2020, Live Nation and Ticketmaster haveunlawfully coopted actual and potential rivals to remove competitive threats and cement LiveNation's and Ticketmaster's dominance of the concert industry. In addition, as also detailedbelow, Live Nation and Ticketmaster have violated Section 1 of the Sherman Act and stateanalogues. For example, since 2020, Ticketmaster has entered into long-term exclusive ticketingagreements with venues. The Section 7 consent decree-which addressed a claim different fromthose at issue here—has failed to restrain Live Nation and Ticketmaster from violating otherantitrust laws in increasingly serious ways.6 Motion to Modify Final Judgment and Enter Amended Final Judgment at 4, United States et al. v. TicketmasterEnt., Inc., et al., No. 1:10-cv-00139, Dkt. No. (D.D.C. January 8, 2020), ECF No. 22.7 Id. at 2.8Amended Final Judgment, United States et al. v. Ticketmaster Ent., Inc., et al., No. 1:10-cv-00139, Dkt. No.(D.D.C. Jan. 28, 2020), ECF No. 29.9 Minute Order, United States et al. v. Ticketmaster Ent., Inc., et al., No. 1:10-cv-00139, Dkt. No. (D.D.C. Feb. 19,2020).2929

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 34 of 128IV.68.Live Nation Maintains Monopolies and Market Power Across the Live ConcertEcosystem Through an Anticompetitive and Exclusionary Course of ConductLive Nation maintains and exercises its power through a coordinated pattern ofanticompetitive conduct that serves a variety of ends: expanding its scope and reach into everycrevice of an increasingly more complex and interconnected ecosystem, eliminating rivals,continuing to increase barriers to entry, and inhibiting competition on the merits. Each act isexclusionary on its own. But the acts also work together across the ecosystem, enhanced by theflywheel and scale effects, to magnify the anticompetitive force of the scheme.69.Live Nation's strategy includes several forms of anticompetitive conduct acrossits various intermediary roles that work in harmony to protect Live Nation's power and keeprivals at bay. For example:•Live Nation enters into agreements with rivals not only to remove them, but alsoto cement and expand its dominance.Live Nation engages in threats (directly or through intermediaries) and pressurecampaigns to nullify rivals or nascent threats.• Live Nation relies on "carrots and sticks" to induce venues to sign long-termexclusive ticketing contracts that offer durable protection for Ticketmaster'sdominance. Venues have seen that if they sign with a Ticketmaster competitor,they risk losing lucrative Live Nation concerts and may suffer other harmfulretaliation.• Live Nation conditions artists' access to its vast and desirable network ofamphitheaters and other venues on choosing Live Nation as the promoter, whichenables the company to expand its control over artists and third-party venuesalike.3030

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 35 of 12870.•Live Nation removes and neutralizes potential competitors and nascent threats viaacquisitions, joint ventures, and other contractual agreements.A. Oak View Group: Nascent competitor to a self-described "hammer" for LiveNation.Live Nation and Oak View Group have colluded and established a partnership toallocate business lines, avoid competing with each other, and chart a mutually beneficial plan tocement Live Nation's dominance. Oak View Group is a leading American venue developmentand management company uniquely positioned to compete against Live Nation. Oak ViewGroup has a portfolio of over 200 venues in the United States, including more than 100 venuesthat it manages but does not own. It was founded in 2015 by two industry giants whosecombined résumés include roles as the former CEO of AEG, the former CEO of Ticketmaster,the former chairman of Live Nation, and the owner of The Azoff Company, whose portfolioincludes one of the world's leading artist management companies: Full Stop Management.71. Oak View Group's experience and relationships with venues and artists make itparticularly well-suited to be a real competitor to Live Nation in the United States concertpromotion business. Oak View Group's ownership structure also gives it a key asset any would-be promotions rival needs to compete against Live Nation: access to capital. In 2018, privateequity firm Silver Lake invested $100 million in Oak View Group, in which it now holds acontrolling stake.72.Unsurprisingly, then, Live Nation recognized Oak View Group's promotioncapability by categorizing Oak View Group as one of its "Biggest Competitor Threats" shortlyafter Oak View Group was founded. Over time though, Oak View Group and Live Nationmorphed from competitors into partners who found it easier and mutually beneficial to worktogether rather than compete. Oak View Group now operates as an agent and a self-described31

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 36 of 128"pimp" and "hammer” for Live Nation, often influencing venues and artists for the benefit ofLive Nation. As Oak View Group's CEO recently emphasized to Live Nation's CEO, “[j]ust likeI tell our folks we 100% always protect you and LN on your lanes," and "I always protect you onrebates, promotor position, ticketing." The cozy relationship between Live Nation and Oak ViewGroup covers several areas that ultimately impact fans.73. First, Live Nation and Oak View Group have agreed to a competitive détente inconcert promotions to avoid competition between the two companies over artists and tours. In2016, for example, after learning that Oak View Group offered to promote an artist Live Nationhad previously promoted, Live Nation's CEO immediately emailed Oak View Group, warningthat such competition would only lead to artists demanding more compensation. He wrote:"whats up? We have done his [touring] and vegas[.] Let's make sure we don't let [the artistagency] now start playing us off." Oak View Group's CEO backed down: “Our guys got a bitahead. All know we don't promote and we only do tours with Live Nation." Oak View Group'sother co-founder followed up: "Growing pains,” later noting that Oak View Group's executives“should never discuss comp [for artists]," and Oak View Group's talent buyers would work forLive Nation.74.This was not a one-off episode. In 2022, Live Nation's CEO again challenged theCEO of Oak View Group after learning that Oak View Group made another direct promotionsoffer: "who would be so stupid to do this and play into [the artist agent's] arms”? Oak ViewGroup's CEO again backed down: “We have never promoted without you. Won't.” Oak ViewGroup's CEO later added that he was “[m]ore than happy to do these deals thru LN as I havealways been aligned,” and that “I never want to be competitors."3232

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 37 of 12875. As a Senior Vice President at Oak View Group explained to a colleague in 2019when approached about potentially bidding on a tour: “It has been our policy to stay on thesidelines when it comes to buying and specifically promoting tour dates as we are cognizant notto compete with our partner Live Nation in this side of the business."76.Second, just as Oak View Group effectively ceded the concert promotions spaceto Live Nation, Live Nation effectively ceded its arena consulting business to Oak View Group. 10Shortly after its founding, Oak View Group formed an alliance with venues to provide "insightsand access to premier sports and live entertainment content,” a venture that encroached on LiveNation's own consulting business, Live Nation Arenas. To relieve this competitive friction, OakView Group's CEO proposed that Live Nation Arenas combine with Oak View Group and thatthe head of Live Nation Arenas join Oak View Group's alliance board of advisors, which he did.In his proposal, Oak View Group's CEO warned the head of Live Nation Arenas, “[w]e areexperiencing Arena's that want to play us off one another."77.ofLive Nation identified three paths forward with regard to Oak View Group:"1) Lead 2) Follow 3) or get out of the way." Live Nation ultimately decided to “get out of theway" in deference to Oak View Group, just as Oak View Group agreed to get out of the wayLive Nation for promotions. In some instances, Live Nation Arenas and Oak View Groupdecided to partner with one another for agreements with venues, sharing the profits instead ofcompeting for the contracts. The relationship between Live Nation and Oak View Group is socozy that these venue partnerships were entered into on nothing more than verbal agreements.Through its venue development deals, venue management deals, and venue alliances, Oak View10 Arena consulting services are advisory services for venues that may include assistance with booking shows,selecting and working with promotors and ticketers, and getting sponsorship deals.33

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 38 of 128Group can help direct Live Nation content to venues across the country and demand or influencethe use of Ticketmaster at these venues.78. Third, Live Nation exploits its long-term relationship with Oak View Group toflip venues to Ticketmaster, further cementing Ticketmaster's power. In 2022, Live Nation andOak View Group entered into a long-term agreement. Since then, Oak View Group hasrecognized it has a significant financial interest in maintaining existing Ticketmaster contracts atit* venues and converting other venues to Ticketmaster. Oak View Group has pushed throughthese new contracts, subverting the ticketer selection process Oak View Group runs on behalf ofits clients. As Oak View Group's CEO explained to Live Nation's CEO, the deal “allows us totie up all Owned and Operated facilities to 10 year deals, develop a standard A and B marketdeal for all future projects and to convert all OVG 360 deals to TM now or as they expire for 10years… Appreciate the consideration and partnership and all of us will work diligently on this sowe are always aligned with TM."79. Oak View Group projected it would flip at least 22 venues to Ticketmaster overthe next four years. As venue manager, Oak View Group is able to control which non-incumbentticketing services are invited to submit bids for ticketing service proposals and often only invitesTicketmaster. By advocating for Ticketmaster over rival ticketers, Oak View Group takes off thetable several of the limited opportunities rival ticketers have to compete against Ticketmaster. Sofar, Oak View Group is on pace to hit its goal: in 2023 Oak View Group converted six venues toTicketmaster.B. Live Nation threatens rivals to blunt expansion into U.S. concert promotions.80. Live Nation also wields its power to keep other rivals from expanding in theconcert promotions market in the United States. For example, in 2021, Live Nation threatenedcommercial retaliation against private equity firm Silver Lake, unless one of its portfolio34

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 39 of 128companies, TEG, stopped competing with Live Nation for artist promotion contracts in theUnited States. These threats ultimately succeeded, and Silver Lake has tried to sell TEGaltogether.81. Prior to the TEG incident, Live Nation and Silver Lake had a relationship throughSilver Lake's ownership of Oak View Group, which, as discussed above, became a functionaryfor aspects of Live Nation's anticompetitive scheme. But TEG's attempt to expand its role in thelive music industry in the United States- -a clear direct threat to Live Nation quickly threatenedto sour that relationship.82. Live Nation's campaign to squash competition with TEG took place at the highestlevels. In 2021, Live Nation's CEO complained to Oak View Group's co-founder that TEG was"[f]ull on competitors." Oak View Group, in turn, conveyed to Silver Lake that Live Nation was"not happy." Live Nation's CEO then escalated his complaints to Silver Lake directly,conveying: "I am all in on [Oak View Group] where the big play lies with venues – why insultme with this investment in ticketing/promotions etc."83.-Later in 2021, Live Nation learned that TEG made offers to prominent artists inthe United States and succeeded in securing a big-name artist for a concert at the Los AngelesColiseum. In response, Live Nation used its exclusive ticketing deal with the venue to frustrateTEG's concert. For this concert, TEG reached an agreement with StubHub where TEG wouldsell a certain number of tickets on StubHub's platform. In response, Live Nation, through itssubsidiary Ticketmaster, which purportedly was the exclusive ticketer for all shows at the venue,threatened to deny entry to any fan using a StubHub-issued ticket. Ultimately, StubHub stoppedselling tickets and attempted to work with Ticketmaster to fulfill the tickets that it had already3535

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 40 of 128sold. But Ticketmaster failed to fulfill many of those tickets to StubHub's customers, andhundreds of StubHub's customers were refused entry to the event.84. After learning about the TEG concert, Live Nation's CEO again threatened SilverLake, TEG, and Oak View Group. As Live Nation's CEO put it, he “fail[ed] to understand" whySilver Lake “continue[d] to invest in a business that competes with LN/OVG....” Live Nationthreatened to pull its support from Oak View Group and instead back an Oak View Groupcompetitor unless TEG stopped competing with Live Nation in the United States:I can assure you the OVG investment is a much bigger win then T[E]G...LN declaredto back OVG vs other developers or going solo and it's been a huge win for both sides-we have over 20 global arenas in development that neither could do without the other ...do you really want LN backing [AEG's venue development and managementcompany]...? Seems like a dumb trade off??85. The co-founder of Oak View Group, who refused to allow TEG to promote any ofhis large roster of artist clients, 11 thereafter informed Live Nation that he was going to demandthat Silver Lake sell TEG. Live Nation's CEO replied, "Love ya."86.TEG soon stopped competing for concert promotions in the United States. SilverLake now seems “intent on dumping teg" and has asked, through the founder of Oak ViewGroup, whether Live Nation would be interested in purchasing TEG.87.C. Using "carrots” and “sticks,” Live Nation locks venues into exclusive, long-term ticketing agreements with Ticketmaster that shut out competition.Live Nation puts a “choice” to venues: use Ticketmaster and potentially receive asignificant payment for long-term exclusivity or use another ticketer and risk losing access to thevast array of Live Nation assets, including lucrative concerts. Sometimes Live Nation is bold andcommunicates this threat directly. Other times, the expression of the threat may be implicit, but11 Oak View's co-founder also owns a large artist management company, Full Stop Management.36

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 41 of 128the meaning is self-evident. And in some circ*mstances, Live Nation deploys its extensivenetwork of intermediaries to communicate this “choice." Sometimes, the “choice” does not haveto be communicated at all. It is well understood across the live concert industry, as a result ofLive Nation's historical conduct and exactly as Live Nation intended, that choosing ticketersother than Ticketmaster carries enormous risk and financial pain.88. Live Nation's reputation and history of retaliation are so well known in theindustry that Live Nation does not have to (although it still does) explicitly threaten individualvenues. Instead, its threats have become more public and generalized. As Live Nation's CEOtold the industry in 2019, Live Nation's concert promotions business decides to host concerts"where we make the most economics,” which usually means venues where Ticketmaster holdsthe primary ticketing contract. Venues considering primary ticketing options understand all toowell the risks of switching to another ticketer, and some even model the loss they would suffer ifthey switched and lost access to some of Live Nation's concerts. The threat of steering showsaway from venues allows Live Nation to exercise its monopoly power to get better promotionsdeals and impose Ticketmaster on venues.89.Live Nation has a number of punitive tools it can use to retaliate against venues,even without making good on the catastrophic threat of pulling or moving concerts completely.In addition to reducing the number of concerts it places at a venue, Live Nation has the power tomove shows to less desirable and less lucrative dates, curtail promotional efforts, and forcevenues to disable secondary ticketing on non-Ticketmaster platforms (potentially making unsurefans less likely to commit to tickets in the first place and frustrating fans who do buy tickets butchange plans).3737

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 42 of 12890.These kinds of threats and punishments are not just how Live Nation acquired itsoutsized power in every corner of this industry. In fact, Live Nation has continued to use thisplaybook in recent years. For example, in 2021, Live Nation threatened retaliation against avenue that had decided to switch from Ticketmaster to SeatGeek for primary ticketing. Thatvenue had decided to switch, in part, because SeatGeek offered to share a greater percentage ofthe fees associated with secondary ticketing.91. Upon learning about the potential switch, a senior Live Nation executive texted anot-so-subtle warning to the venue's CEO: “Apparently seatgeek are telling [nearby venue] andothers that they have a contract deal with you guys already?? Anyways should think about biggerrelationship with LN not just who is writing a bigger sponsorship check ." A few days later,Live Nation's CEO emailed the venue's owner that Live Nation “will be very concerned thatseatgeek a secondary provider will be selling our LN artist tickets when not authorized by theartist."92.Once the venue switched to SeatGeek, Live Nation followed through on itsthreats, re-routing concerts to other venues. Live Nation's promotions business also demandedthat the venue disable secondary ticketing on SeatGeek's platform for all Live Nation-promotedconcerts, depriving the venue and SeatGeek of secondary fee revenue.93. Live Nation eventually relented and allowed the venue to enable secondary ticketsales but only after (a) the venue agreed to split its share of secondary fee revenue (sourcedthrough SeatGeek) with Live Nation, and (b) SeatGeek agreed to change its ticket-buyinginterface to make it conform, in some respects, to Ticketmaster's without regard to whether thatwas what fans or the venue preferred. In particular, Live Nation demanded that SeatGeek changethe way it distinguished primary and secondary tickets (to make it more like Ticketmaster) and3838

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 43 of 128limit the use of its fan-friendly tool called “DealScore.” Given all of Live Nation's complaints,which it directed to the venue, it is unsurprising that within about a year, that venue returned toTicketmaster.94. The knowledge and awareness in the industry—that Live Nation will route showsaway from venues that do not choose Ticketmaster―is so widespread that other intermediariesdeliver threats and warnings to venues for Live Nation's benefit. For example, Oak View Group,Live Nation's self-described "hammer,” has made such threats to at least one venue. And at leastone other venue has been warned by a rival CEO that Live Nation would move shows away fromthe venue if it selected SeatGeek for primary ticketing services.95. Even Live Nation's biggest competitors fear losing concerts if they do not useTicketmaster. Live Nation's principal competitor, AEG, has an approximately 30% ownershipstake in Anschutz Spectacor Management ("ASM Global"), a venue management company thatmanages more than 30 arenas in the United States. ASM Global resulted from a 2019 mergerbetween AEG Facilities and Spectacor Management Group (“SMG”). Before the merger, SMG'slegacy venues had used Ticketmaster as their exclusive primary ticketer, and AEG Facilities’legacy venues had used AXS as their exclusive primary ticketer. Through its minority interest inASM Global, AEG advocated for AXS to serve as the exclusive primary ticketer for the ASMGlobal venues AEG now partially owned. But ASM Global's majority shareholder Onex worriedthat Live Nation would retaliate by withholding shows from ASM Global venues if ASM Globalentirely switched away from using Ticketmaster.96. To avoid losing access to concerts at ASM Global venues by “alienating” LiveNation, AEG was forced to accept that Ticketmaster would remain the dominant provider atASM Global venues despite AEG's partial ownership of ASM Global and AEG's ability to39

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 44 of 128provide an alternative primary ticketer, AXS. AEG agreed Ticketmaster would remain thedefault primary ticketer for most ASM Global venues, with AEG reserving the right to use AXSfor events promoted by AEG.97. These threats whether direct or indirect, explicit or implicit― coupled with LiveNation's multi-pronged strategy of long-term exclusive agreements, a history of retaliation, andother exclusionary conduct―means neither venues nor artists are free to choose ticketers basedon their own assessment of price, quality, or value. They are not free to choose a ticketer basedon the best technology, or most favorable contract terms, or simply what works best for themor importantly—what works best for the fans that fill venues to see their favorite artists.Instead, venues, artists, fans, rivals, and others throughout the live concert industry must navigatean ecosystem created by Live Nation, defined by its dominance in promotions and ticketing,together with its extensive network of venues (especially amphitheaters), and limited by LiveNation's restrictions and restraints.98.D. Ticketmaster's long-term exclusive agreements with venues are designed tolock up share and lock out competition, which forecloses a substantial shareof primary ticketing markets.Ticketmaster's long-term, exclusive agreements with venues are a key tool toprotect Live Nation's stranglehold on the live concert industry, and on primary ticketing inparticular. These agreements make Ticketmaster the sole provider of primary ticketing servicesfor all or nearly all events held at a venue for multiple years, sometimes as long as 14 years.Ticketmaster's exclusive agreements cover more than 75% of concert ticket sales99.at major concert venues, foreclosing a substantial share of the primary ticketing market fromrival ticketers. In 2022 alone, for example, Ticketmaster signed several lengthy deals with majorconcert venues.4040

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 45 of 128100. Ticketmaster is quite clear about why it focuses on these deals: they are, inTicketmaster's own words, a “[h]edge against significant improvements by the competition oreven a new competitor" because the "client is under contract for longer and not able to leave[Ticketmaster] or price the competition's offer into our new deal for an extended time.” In otherwords, even if a rival ticketer were to offer a better price, a better product, or simply a betterticketing experience, a Ticketmaster-exclusive venue would not be able to choose the rival for along time, often a decade.101.Before its long-term exclusive agreements expire, Ticketmaster also worksdefensively to deny rivals the opportunity to compete at all. Ticketmaster often renews orextends these ticketing agreements before they expire, thus preventing rivals like SeatGeek andAXS from being able to bid at all. This not only eliminates the chance Ticketmaster will lose thecontract but also mitigates competitive pressure on Ticketmaster to improve the terms of thecontract.102. To ensure their existing locked-in venues agree to early renewals and therebyblock competition from a rival for the contract, Ticketmaster used COVID-19 as an opportunityto extend the terms of its existing long-term venue ticketing agreements by one year. After onevenue resisted, telling Ticketmaster that it disagreed and intended to sign with a rival,Ticketmaster's counsel wrote: “Any effort by [the venue] to switch ticketing service providersbefore [the extension date] would be a breach of contract, and any announced intention to do sowould be an anticipatory breach.” In a conversation between that venue's CEO and Live Nationexecutives, Live Nation's CFO indicated Live Nation would “drop” the contractual dispute if thevenue agreed to enter into a new ticketing contract with Ticketmaster, but not if the venue wentwith a rival.41

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 46 of 128103.Ticketmaster's renewal strategy not only blocks potential rivals but also createsfriction legal costs and otherwise- -to ensure venues do not even try to pursue a competitivebidding process.104.These strategies are part of a deliberate and defensive series of actions anddecisions designed to lock up venues, lock out competitors, and hold the industry hostage frominnovation and evolution. It is well recognized that “opening” venues, that is, eliminatingexclusivity to permit multiple primary ticketers to service a venue or a particular concert, couldbenefit fans. Open venues can make it easier for fans to find tickets via multiple platforms andthose platforms would be incentivized (in terms of price and technology) to compete for fans’purchases. Venues, too, could benefit, because having multiple ticketers would enable venues toincrease the number of tickets sold, exercise greater choice over how tickets are sold or resold,and reach new audiences.105. When venues have proposed non-exclusive ticketing contracts, Ticketmaster hasalmost invariably rejected the request, even outside the live concerts space. And even thoughLive Nation agreed to limited non-exclusivity for AEG-promoted shows at certain ASM Globalvenues as part of its recent contract negotiation—to dislodge its largest ticketing rival (AEG'sAXS) from the very venues that its largest promotions rival (AEG) partially owns—Ticketmasterhas refused to even consider it for other venues. If even AEG must acquiesce to Live Nation'sdemands that Ticketmaster exclusively ticket every show at AEG's own affiliated venues—savethose shows promoted by AEG-no other major concert venue owner stands a chance.106. While the industry and fans would benefit from “opening,” Ticketmaster―as theincumbent monopolist—and its parent company, Live Nation, knows it would not. ForTicketmaster, the success of exclusivity combined with Ticketmaster's already high market share4242

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 47 of 128in the United States are fool-proof ways to maintain its empire, the benefits of which arereflected in Ticketmaster's bottom line. Primary ticketing fees are far higher in the United Statesthan in other countries around the world.107.Ticketmaster's exclusive agreements also inhibit the growth of more specializedticketing services and different business models. For example, Ticketmaster's exclusivityprovisions deny most artists the ability to sell tickets directly to their most passionate fans and"fan clubs" through pre-sale windows. Since third parties often charge less than Ticketmaster,when selling to fan clubs through non-Ticketmaster ticketing systems, artists are better able tocontrol ticketing fees. Through fan clubs or other alternative ticket distribution methods, artistscan also offer tickets alongside other experiences and opportunities that can improve the concertexperience or increase value for fans. Alternative distribution methods can also provide artistsgreater control over how, when, and to whom tickets are made available. Ticketmasterpreviously allowed tickets to be sold through third parties to fan clubs in accordance with its FanClub Policy. But after acquiring one such third-party provider of tickets to fan clubs in 2018,Ticketmaster has used its exclusive ticketing contracts with venues to curtail artists' ability to usethird-party providers for fan club sales—at the expense of artists' choice and their relationshipswith fans.108.Ticketmaster further uses its extensive network of long-term exclusive ticketingcontracts to raise the costs of rival ticketers and further heighten barriers to entry. For example,in the areas where despite Ticketmaster's best efforts, competitors still persist, Ticketmasterdeploys its vast power and network to protect its monopoly. One example of this isTicketmaster's encrypted mobile ticket program, SafeTix, Ticketmaster has added SafeTix to itssuite of products and services in a manner that protects its position in primary ticketing, expands43

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 48 of 128its position in secondary ticketing, and undercuts the ability of rival ticketers to compete in eitheraspect of ticketing.109. Pursuant to this program, Ticketmaster replaced the static barcodes on PDF- -orother types of electronic tickets with a constantly refreshing and encrypted barcode.Ticketmaster's SafeTix marketed this change as reducing the risk of ticket fraud from stolen orillegal counterfeit tickets. But the transfer restrictions implemented as part of this change alsomake it more difficult for a fan who wishes to buy or sell a SafeTix-encrypted ticket through asecondary platform to use a rival platform like StubHub or SeatGeek. Further, SafeTixintroduces uncertainty as to when, or even whether, that ticket can even be transferred. If aticketholder wants to sell or otherwise transfer a SafeTix-encrypted ticket, both the ticketholderand the purchaser must create Ticketmaster accounts (thereby providing Ticketmaster with theirdata), download the Ticketmaster app, and wait for Ticketmaster to determine when or whetherthe transfer can be completed. By reducing the incentives to enter secondary ticketing altogether,SafeTix not only reduces competition from existing rivals but also disincentivizes prospectiveinnovators from considering secondary ticketing as a viable foothold for entering primaryticketing.110. In addition to inserting Ticketmaster as an intermediary into secondary tickettransfers and transactions, SafeTix has also fortified Live Nation's data advantages over itsrivals. According to internal documents, SafeTix was expected to grow the "size/value of the TMdatabase,” already by far the largest of any ticketer, by as much as 30 to 40%. As Live Nation'sCEO put it, "[o]ne of the advantages we've launched under the transfer strategy is we now notonly know the person that bought the ticket, but we're going to know those three people that youare taking to the show, which we have not known historically.” Live Nation can monetize this44

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 49 of 128unique trove of data in its various businesses to both increase its bottom line and further entrenchits positions across the live entertainment industry.111.E. Live Nation restricts access to its venues unless Live Nation is paid to be thepromoter.Live Nation's control over a significant number of concert venues not onlyfacilitates maintenance of Ticketmaster's monopoly in ticketing but also serves to limit artists'options and exclude rival promoters. Live Nation has a longstanding policy going back morethan a decade of preventing artists who prefer and choose third-party promoters from using itsvenues. In other words, if an artist wants to use a Live Nation venue as part of a tour, he or shealmost always must contract with Live Nation as the tour's concert promoter.112.Live Nation's policy of restricting the use of its venues is particularly problematicfor artists seeking to tour in large amphitheaters where Live Nation enjoys monopoly power.These artists many of whom have well-established, dedicated fan bases but have not yetmatured their fan base to play larger stadiums—are effectively forced to hire Live Nation as theirpromoter or risk being locked out of dozens of desirable Live Nation-controlled largeamphitheaters in the United States. Live Nation's amphitheater portfolio includes at least 40 ofthe top 50, and more than 60 of the top 100 amphitheaters in the United States. No other entityowns more than a handful of amphitheaters in either set. This network of large amphitheaters hasallowed Live Nation to attain a greater than 70% market share in large amphitheater promotionsand become by far the largest promoter of national amphitheater tours. Put differently, it isnearly impossible for an artist to create a tour that includes stops at amphitheaters without LiveNation.113. Live Nation senior executives know the company has restricted the use of itsamphitheaters and other venues for years and often make the choice to sacrifice additional profits45

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 50 of 128the company could be earning as a venue owner by opening its venues to non-Live Nationpromoted shows that are available to play at those venues. A 2018 internal Live Nation analysisfound that its top 10 amphitheaters are “dark,” or without shows, "on nearly 50% of theirSaturdays in the summer," the highest performing day of the week during the primaryperformance season. Relatedly, a 2022 analysis found that Live Nation's top 15 amphitheatersare, on average, dark on eight Saturdays between June and September.114. Live Nation also recognizes its amphitheater portfolio gives it control over artistspursuing an amphitheater tour. For example, a senior Live Nation executive directed hisemployees not to increase guaranteed payments offered to artists they know are looking for"True Amp Tours." This is because Live Nation recognizes these artists almost certainly willneed to play several shows at Live Nation's stable of top amphitheaters, and to do so, they willneed to sign with Live Nation as their promoter: “we know [artists] are likely playingamphitheaters and we are going to get those in most cases.” Because many artists sign with LiveNation to promote their entire tour—both amphitheater and non-amphitheater shows alike—LiveNation's restrictive amphitheater policies help the company extend its reach to promoting artistsin other venues as well. Further, because relationships are so important in the promotionsbusiness, once Live Nation uses its exclusionary amphitheater policy to lock in emerging artistsearly in their careers, they are able to keep some of those artists as they graduate to highercapacity venues, such as arenas and stadiums.115.F. Live Nation strategically acquires promoters, venues, and festivals toeliminate rivals, expand its network, and grow its "moat."To protect and expand its positions across the live entertainment industry, LiveNation has pursued a strategy of acquiring nascent threats and neutralizing rivals. This strategyhas included acquiring promoters, amphitheaters, festivals, other venues, and even small46

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 51 of 128ticketers, as well as entering into long-term exclusive booking contracts with many venues.Although many of these rivals were relatively small at the time of their acquisitions, LiveNation's internal documents show that the company viewed them as some of its "biggest"threats. This is unsurprising given the lack of sizeable, scaled, national competitors in themarkets in which Live Nation operates. Live Nation's conduct has thwarted growth of its rivalsand disincentivized investment that might have led to entry. Nonetheless, Live Nation viewedmany of these acquisitions of competitors on the “edge” as necessary to protect its “moat” aroundthe live concert ecosystem.116.In its own words: “Live Nation is a company founded on acquisition. At itsinception, Live Nation began rolling up the regional world of promoters and venues and has notstopped since." Over the past decade, Live Nation has acquired dozens of companies across theindustry to expand its reach and entrench its positions.117.Live Nation has recognized that one of its “Biggest Competitor Threats" issmaller and regional independent promoters that have the ability to “com[e] in from the edgescreating events, opening venues, and purchasing artist inventory.” To address this disruptivepotential, Live Nation pursued an aggressive plan to acquire or co-opt key independentpromoters, even when the economics of a particular deal did not make sense for its promotionsbusiness. Live Nation personnel justified the counterintuitive economics for these transactions bylooking at the long-term benefits: reducing competition for artists, including by “keeping the[artist] guarantees down" and stopping competitors from “driving the price up" for artists.Live Nation's acquisitions have, over time, constrained artists' choice ofpromoters. This is especially true for nationwide tours and has the effect of further increasing118.venues' dependence on Live Nation for content. As a major venue in New York City recognized,47

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 52 of 128Live Nation has made significant acquisitions of top independent promoters over the past decade,eliminating most mid-tier promoters and leaving primarily small, concert promotion companieswith little market share.practice.119.120.Below are some specific examples of Live Nation's acquisition strategy inUnited Concerts. In 2017, Live Nation acquired United Concerts, a promoter andvenue owner in Utah, whose venues included the most popular large amphitheater in the state.Live Nation acquired United Concerts in part to eliminate a potential competitive promotionsthreat and to starve a competing primary ticketer of customers.121. Before Live Nation bought United Concerts, many venues in Utah, includingUnited Concerts' venues, used a regional ticketing company called SmithsTix. 12 Internally, LiveNation noted that SmithsTix had taken Ticketmaster's "last client in Utah" and left a "barrenlandscape[]" for Ticketmaster there. Live Nation chose not to acquire SmithsTix directly becausedoing so would "require us to go to the DOJ [to notify them as required under the 2010 consentdecree that it planned to acquire a primary ticketing company] and that's something we wouldn'tnecessarily want to do.” Instead, Live Nation went bigger while sidestepping the notificationrequirements of the consent decree: it acquired United Concerts and its venues, and thenconverted those venues to Ticketmaster. Left “with only a few small clients," SmithsTixultimately went out of business.122. AC Entertainment. In 2016, Live Nation acquired a controlling stake in ACEntertainment a regional independent promoter in the Southeast and one of Live Nation's12 The prior owner of United Concerts also owned DATATIXS, a regional ticketing company that operated underthe SmithsTix brand. SmithsTix provided ticketing services to more than 40 venues throughout Utah, including thearena that the home of the Utah Jazz.48

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 53 of 128internally designated “Biggest Competitor Threats.” AC Entertainment promoted over 1,000shows a year, including arena and amphitheater shows. AC Entertainment also controlled thevenue booking decisions at 14 historic theaters and clubs throughout Tennessee and theCarolinas and promoted major music festivals, including Bonnaroo.123. Live Nation pursued the acquisition even though it had doubts about thestandalone economics of the deal. Live Nation's Chief Strategy Officer explained to Live Nationexecutives: "The numbers are not super exciting and this feels like more of a defensive move to(I) Keep [rival] AEG out of the region especially creating situation where [a well-known artistmanager] can play both sides in Nashville." Live Nation's Chief Strategy Officer also recognizedthat the acquisition helped “grow[] our moat in the [Nashville] market,” while another internaldocument touted the benefit of “lower competition in the Region and specifically in Nashville.”Frank Productions and National Shows 2. In 2018, Live Nation acquired yetanother "Biggest Competitor Threat” in rival promoter, Frank Productions. Frank Productionsowned four theaters and clubs in Wisconsin-one of which competed with a Live Nation-operated venue. When its owners looked to transition the business to new ownership as theystepped back, Live Nation jumped at the opportunity to take another edge competitor off theboard, and out of the hands of any other potential buyer.124.125. Live Nation used this acquisition, in part, to convert Frank Productions' venues toTicketmaster. Frank Productions previously selected other primary ticketing service providersover Ticketmaster because it had "a difficult time wrapping their head around why they woulddo business with a company [Live Nation/Ticketmaster] who will be in direct competition withthem in their home market.” Recognizing that Frank Productions venues' ticketing contracts4949

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 54 of 128were set to expire not long after the acquisition, Live Nation acquired the company and thenflipped the venues to exclusive Ticketmaster contracts.126.Live Nation also acquired Frank Productions' subsidiary, National Shows 2—yetanother firm listed as a “Competitor Threat.” National Shows 2, which promoted over 350 showsper year in the United States, was one of a small number of competitors to Live Nation in theNashville region after Live Nation bought AC Entertainment, the acquisition described infra¶122, in 2016.127. Red Mountain Entertainment. In 2018, Live Nation acquired Red MountainEntertainment, a regional promoter that promoted shows in Alabama and Mississippi, includingseveral music festivals throughout the Southeast. At the time of the acquisition, Red Mountainalso operated and/or exclusively booked concerts at Wharf Amphitheater in Orange BeachAlabama, Brandon Amphitheater in Brandon, Mississippi, and Tuscaloosa Amphitheater inTuscaloosa, Alabama. Red Mountain had been on Live Nation's radar since at least 2016 when aLive Nation executive indicated it had an “active plan to mitigate further expansion" by RedMountain because Live Nation “[c]an't get complacent and let small guys encroach from theedges." Live Nation recognized that Red Mountain's control of the Tuscaloosa Amphitheaterwas driving up compensation to artists, and so it wanted control of the Tuscaloosa Amphitheaterto "keep[] the guarantees down" to artists.128. As Red Mountain grew, Live Nation unleashed what it called a "velvet hammer"by warning that it would cut off “the content flow on artist[s]" to Red Mountain venues if RedMountain continued to compete as a promoter. A Live Nation executive described the messagehe communicated to Red Mountain: “Either we are together or we are competitors. Seemed towork, as they had 3 venues, 2 festivals and another venue coming online in [20] 18, and wanted5050

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 55 of 128the content flow on artists where we had touring rights to in the U.S. Velvet Hammer.” RedMountain ultimately agreed to sell its business to Live Nation.129.313 Presents ("313”). In 2018, Live Nation co-opted a Detroit-based competitor,313, by entering into a multi-faceted agreement. Prior to the agreement, Live Nation recognized313 predecessor organizations, Palace Sports and Olympia Entertainment, as “competitors" sincethey "make direct offers to artists." As such, Live Nation and the co-founder of Oak View Groupconcocted a "scheme” to “put [Olympia] out of the promoting side.” After the agreement, LiveNation stopped competing with 313 over venues in the Detroit market while 313 stoppedcompeting against Live Nation for artist talent. 313 recognized that without the agreement, 313and Live Nation would be forced to compete to the benefit of artists.130. The agreement worked to suppress competition to the benefit of both parties. 313Presents saw reduced talent costs and avoided competition from an expanding venue operator.Live Nation, meanwhile, disarmed another promotions competitor, secured exclusive deals atthree amphitheaters, and locked-up several venues with Ticketmaster for years to come. Today,313 controls several of the most popular concert venues in the Detroit live music hub.131. ScoreMore Shows. ScoreMore Shows was a regional promoter in Texas that LiveNation identified as a “Competitor Threat.” Around 2017, Live Nation agreed with ScoreMorenot to compete to sign artists in Dallas and to pool their collective revenues to co-promote artists.After that agreement was in place, in 2018, Live Nation acquired a majority stake in ScoreMoreShows. Internal Live Nation documents celebrated that ScoreMore and Live Nation were "nolonger competing” or “driving the price up” for booking artists. Live Nation replaced rivalrouscompetition with cooperation. As the CEO of ScoreMore Shows stated to Live Nation:[Y]ou are forgetting that in pooling these revenues it also meant that we wereno longer competing. We weren't driving the price up, either. We haven't51

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 56 of 128been sending offers or telling agents anything but “yes, that's good, we work withLN, we will copro[mote] there.” [S]o if we were on our own (without the pool),sending our own offers, putting in indie rooms, driving the price up ... do youthink the [contribution margin] would be the same? [W]ould you still think wedon't provide the value?133.132. For Live Nation, the value of no longer competing with ScoreMore meant that itcould book more shows while paying less to artists. Live Nation's CEO wrote to ScoreMore'sCEO, “I agree that measurement is what you book and what you stand down for overall win. . . .”Logjam Presents. In 2023, Live Nation acquired a majority stake in LogjamPresents, the leading promoter and venue operator in Montana. Prior to the acquisition, theLogjam Presents venues used a competing primary ticketing service provider. As with previousacquisitions, Live Nation switched Logjam venues from the competing primary ticketing serviceprovider to Ticketmaster once its ticketing agreement expired.134. At the same time Live Nation was acquiring the businesses identified above, LiveNation was also building a “top tier festival portfolio through acquisitions." Live Nationrecognized that the “Proliferation of Festivals" was one of its "Biggest Competitor Threats”because these outdoor shows threatened to “cannibaliz[e] high margin amp shows.” In executingthis strategy, and to help protect its power and position in amphitheaters, Live Nation acquiredseveral popular and widely attended festivals, including, Austin City Limits, Lollapalooza,Electric Daisy Carnival, Bottlerock, Mountain Jam, Shaky Knees, Houston Free Press Summer,Governor's Ball, and others.135. Beyond its outright acquisition of venues, some of which are described above,Live Nation has entered into long-term exclusive booking contracts to augment its control ofvenues, particularly large amphitheaters. In recent years, Live Nation has entered into long-termexclusive booking agreements with more than a dozen large amphitheaters and long-term leases52

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 57 of 128with several additional amphitheaters as well. While the specific terms vary from agreement toagreement, these exclusive booking agreements generally provide Live Nation the exclusiveright to control which artists may use the venue, cementing Live Nation's ability to reward artistsit promotes while locking out artists promoted by third-party competitors. Some agreements alsoprovide Live Nation with some degree of control over other aspects of the venue's operationssuch as concessions and ticketing.V.Anticompetitive Effects and Competitive Harm136. Live Nation has engaged in individual anticompetitive acts that have themselvesharmed competition. But those individual acts have also had the desired effect of workingtogether in a mutually reinforcing manner to enhance Live Nation's flywheel, suffocatecompetition, and inhibit the evolution of the live music industry that competition could andshould usher in. Live Nation (and its subsidiaries like Ticketmaster) has inserted itself into nearlyevery corner of the live music industry, which inures to the benefit of Live Nation, but comes ata real cost to fans, artists, venues, and to the competitive process more broadly. Live Nation'sconduct, taken individually and collectively, has complicated and exploited the relationshipbetween artists and fans for the delivery of live entertainment and increased its bottom line.The anticompetitive effects of Live Nation's distortion of the competitive processcascade through a number of interrelated relevant antitrust markets and fall upon the variousentities within those markets. Live Nation's anticompetitive actions allow Live Nation to imposecosts and take more for itself, obstruct innovation, impede competitors and nascent threats, andmaintain its monopolies and power.137.138.Because the competitive process has systematically and intentionally beencorrupted, there has been less competition than there otherwise would have been in the live5353

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 58 of 128music industry over a variety of dimensions, including, ticketing fees, contractual terms, output,quality, and innovation. For example, due to Live Nation's anticompetitive conduct:••••Fans have paid more in fees that are not transparent, not negotiable, and cannot becomparison-shopped because there are no other options;Fans have been denied access to the benefits a competitive process would deliver,such as more choices in concerts and innovative fan-friendly ticketing options;Artists have had fewer opportunities to play concerts, and fewer real choices forpromoting their concerts, selling tickets to their own shows, and performing at certainvenues; andVenues have fewer real choices for obtaining concerts and ticketing services, andmany are reluctant to disrupt the status quo due to the financial risk.139. Live Nation has used its unlawfully maintained power in promotions, largeamphitheaters, and ticketing to siphon an inflated portion of the money flows from the concertecosystems and impose additional costs through a web of overlapping agreements with otherindustry participants. For example, Live Nation's "take rate”—the sum of the various cuts of feesand payments it takes through contracts across the concert industry—as the dominantintermediary is higher than it would be in a marketplace without Live Nation's anticompetitivescheme. Through interconnected agreements associated with Live Nation's various roles asticketer, promoter, artist manager, and venue owner, Live Nation has created a feedback loopthat pushes ticketing and ancillary fees higher while allowing Live Nation to be on all sides ofnumerous transactions and thereby double-dip from the pockets of fans, artists, and venues.140. Likewise, Live Nation's role as gatekeeper for the venues it owns or controls,especially large amphitheaters, means that touring artists who intend to play several concerts in5454

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 59 of 128large amphitheaters are effectively forced to hire Live Nation, or face reduced compensation andaccess to fans. Rival promoters are unable to promote artists at many in-demand venues,hampering their ability to compete against Live Nation. And fans attending concerts at LiveNation-controlled amphitheaters get access to fewer shows and see fewer artists than theyotherwise would because only Live Nation-promoted artists are allowed to perform there. Inmany instances, these same fans also face higher prices for ticketing and ancillary services,because Live Nation, acting as the primary ticketer, promoter, and venue owner, faces littlecompetition in each of these interconnected markets. On the other hand, fans who live near thefew remaining amphitheaters owned and booked by third parties may not have access to LiveNation's stable of artists, who are instead routed disproportionately through Live Nation'svenues.141. Live Nation has created and now protects a system that inhibits artists, fans, andvenues from making choices that should exist in a free market, whether that is choosing a concertpromoter or a primary ticketer. And by locking venues into its business model, Live Nation hasalso dampened competition that otherwise would push fees down for fans. As a result, marketforces that ordinarily would constrain the fees borne by fans are absent.142. Each aspect of Live Nation's scheme erects barriers for rivals and nascent threatsto compete on the merits in the alleged markets with better, lower-priced, or differentservices. This scheme also cements an industry structure that requires would-be competitors toenter multiple markets simultaneously and at scale to compete effectively, further increasingentry barriers. Without Live Nation's exclusionary conduct, rivals and nascent threats couldbring more innovations to the marketplace, develop important scale to improve offerings, furtherenhance their competitive reputation, increase investments, create disruptive business models, or55

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 60 of 128expand. If those rivals and nascent threats were able to compete on a level playing field, theentire ecosystem, including artists, venues, fans, and others, would realize the many benefits ofcompetition.143. Based on Live Nation's conduct, venues reasonably fear the disruption,retaliation, and complications of partnering with anyone other than Live Nation lest they loseaccess to culturally significant and lucrative concerts. That has predictably raised rivals' costs.For example, it has forced at least one ticketing rival to agree to venues “make good" or "lostevent guarantee” clauses in some of its ticketing contracts if those venues choose that rival andLive Nation, as predicted, retaliates. These clauses obligate the rival ticketer to compensate itsvenue customer if Live Nation diverts or pulls concerts in response to a venue choosing a rivalticketer over Ticketmaster. In other words, Live Nation's conduct not only constrains whichticketer venues may choose, but also inhibits and raises costs for rival ticketers who try tocompete with Ticketmaster.144. Competition on the merits would enable more innovation and better products. Forexample, rivals might bring fan-focused innovations to the marketplace, such as a morestreamlined user interface and purchase flow, insightful presentation of ticket inventory,enhanced buying options, or more flexible refund policies. Instead, those would-be rivals faceartificial barriers obstructing their ability to gain traction in the marketplace, which in turndampens incentives to innovate.145. Live Nation's conduct and power also lessens the competitive pressure toinnovate to improve its own products, platforms, and services. Concerns about Ticketmaster'sticketing technology are widespread and have made national news. Facing limited competitivepressure, Ticketmaster has less incentive to invest more into proactively improving its ticketing56

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 61 of 128products.. Live Nation instead uses the capital it might otherwise spend on technologicalimprovements to sweeten ticketing contracts for venues to keep them locked into long-termexclusive agreements and out of the hands of rivals.VI.Relevant Markets and Monopoly Power146. Courts define a relevant product and geographic market to help identify the linesof commerce and areas of competition impacted by alleged anticompetitive conduct. There canbe multiple relevant markets covering the same or similar products and services, and marketsneed not have precise metes and bounds. A relevant market also may include distinct groups orclusters of customers or sellers, where those customers or sellers are identifiable and particularlysusceptible to anticompetitive conduct by a monopolist or others.147. Additionally, there may exist within a relevant product market a nested sub-market that itself constitutes a relevant antitrust market. Such a market may be defined based ondifferences in products or services within the broader market or differences in the competitiveconditions faced by various customer groups within the broader market. Where such a submarketexists, it may be helpful to also examine the effects of anticompetitive conduct within theserelevant markets, as the effects may be particularly acute or significant. Additionally, there maybe related markets adjacent to each other within an industry that offer distinct products andservices, potentially to distinct customers, where competitive dynamics within one marketimpact competition within the other.148.Live Nation has its tentacles in virtually every aspect of the live entertainmentindustry. As a result, Live Nation's conduct has harmed artists, venues, and fans through the lossof competition in several relevant antitrust markets related to ticketing and promotions. Practicalindicia in the industry, the structure of the industry and behavior of market participants, along57

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 62 of 128with substantial evidence that includes ordinary course documents, economic analysis, and otherevidence support the relevant markets identified below:•Primary Ticketing Services Markets – Primary ticketing providers offer a variety ofservices to two distinct sets of customers: major concert venues and fans. Theparticular products and services offered to and the competitive conditions faced bythese two customer groups are distinct but related.○ First, with respect to venues, there is a relevant market for the provision ofprimary ticketing services to major concert venues in the United States("primary ticketing services market”). This market includes within it arelevant submarket, which is in and of itself a relevant market, for theprovision of primary concert ticketing services to major concert venues in theUnited States ("primary concert ticketing services market”).O Second, with respect to fans, there is a relevant market for primary concertticketing offerings to fans at major concert venues in the United States ("fan-facing primary ticketing market”), and there is a relevant market that includesboth primary concert ticketing offerings and services that offer resale ofconcert tickets ("fan-facing ticketing market”).Concert Promotions Services Markets - Concert promoters similarly offer a varietyof services to two distinct sets of customers: major concert venues and artists. Theparticular products and services offered to and the competitive conditions faced bythese two customer groups are distinct but related.5858

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 63 of 128•149.○ First, with respect to venues, there is a relevant market for the provision ofconcert booking and promotional services to major concert venues in theUnited States ("venue booking and promotion services").○ Second, with respect to artists, there is a relevant market for the provision ofpromotional services to artists performing in major concert venues in theUnited States ("artists promotions market”).Artist Use of Large Amphitheaters – Owners, operators, and exclusive bookers oflarge amphitheaters offer artists use of large amphitheaters for their shows. Theprovision of the use of large amphitheaters and ancillary services to artists for largeamphitheater tours is a relevant market (“use of amphitheaters market”).Even where Live Nation's anticompetitive conduct appears to affect a singlerelevant market, its effects on fans, artists, venues, and others directly reverberate across the liveentertainment industry. Likewise, due to the anticompetitive scheme's overall effect ofmaintaining Live Nation's market power and monopolies and the self-reinforcing aspects of LiveNation's flywheel, effects are felt across the ecosystem regardless of the market in which anyparticular anticompetitive act has the most direct impact.A. Primary Ticketing Services Markets136. Primary ticketing providers offer venues and fans a variety of related but distinctservices. Primary ticketing services allow a venue to sell, track, and distribute some or all of thetickets for a show. From the fan perspective, primary ticketing services allow fans to purchasetickets for a show when it first goes on sale to the public and provide a bundle of services thathandle payment processing and customer service. Often in today's market, contracts betweenprimary ticketing services and venues dictate the terms and conditions on which primary59

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 64 of 128ticketers are able to offer tickets to fans, directly impacting (and often limiting) competition forthese services from the fan perspective.i. Primary Ticketing Services to Major Concert Venues150. The provision of primary ticketing services to major concert venues is a relevantproduct market. Primary ticketing services are sold to venues, the customers for these services.Primary ticketers contract with venues to provide an array of services. This array of servicesincludes the initial (or primary) sale and distribution of tickets for events at the operative venue,underlying technology, and various business support functions. Primary ticketers for majorconcert venues require, among other things, sophisticated software capable of handling complexticketing arrangements and high-demand on-sales, back-office support functions, and consumerdata for marketing. In addition, primary ticketers for major concert venues that also host sportingevents often must provide support for distributing a team's season tickets. The choice of primaryticketer is a key decision for major concert venues because ticketing operations can materiallyimpact the fan experience at, and reputation of, the venue.151.The venues most directly impacted by Live Nation's scheme are major concertvenues. These are venues big enough to host major concerts and able to provide a suitableenvironment and infrastructure for widely attended concerts, like large arenas and amphitheaters.As a result, major concert venues are popular locations for concerts and generate a substantialportion of their revenue from them. Because primary ticketers individually negotiate with venuesover pricing and other terms, primary ticketers take into account venue size and how importantconcert ticketing is to a given venue when submitting a bid. Because major concert venues areparticularly susceptible to the effects of Live Nation's conduct, and can be targeted, they areappropriately considered together in evaluating that conduct. Internal documents indicate that6060

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 65 of 128Ticketmaster monitors different categories of venues to inform its business decisions andindividual negotiations, including size of venue and importance of concert revenues to the venue.152.The United States is a relevant geographic market for the provision of primaryticketing services to major concert venues. Major concert venues in the United States requireproviders of primary ticketing services capable of fulfilling contractual requirements within theUnited States. Internal Ticketmaster documents support the United States as a relevantgeographic market. For example, Live Nation evaluates the business and competitive conditionsin segments within the United States separately from Canada.153. There are no reasonable substitutes for primary ticketing services to major concertvenues, nor is arbitrage reasonably possible. Given the significant investment and technologyrequired to build and maintain a primary ticketing service, self-supply is a not a reasonablesubstitute for most major concert venues. Additionally, secondary ticketing services are notreasonable substitutes. First, the intended purpose of secondary ticketing services is differentthan for primary ticketing services. Whereas primary ticketing services are meant to facilitateand run ticket sales on a venue's behalf, secondary ticketing services are meant to facilitate ticketpurchasers' resale of their ticket(s). Second, ticketholders and fans- -not venues- -are ticketers'typical customers on the secondary ticketing platform. Third, the platforms for primary andsecondary ticketing services are functionally very different. Internal Ticketmaster documentsrecognize these kinds of differences by, for example, analyzing the performance and competitiveconditions of primary ticketing separately from secondary ticketing.154. For these and other reasons, a monopolist in primary ticketing services to majorconcert venues in the United States would be able to maintain prices above competitive levelsand/or maintain quality below the level that would prevail in a competitive market.61

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 66 of 128155. Live Nation through Ticketmaster—has a durable monopoly in primaryticketing services for major concert venues in the United States. For example, in 2022,Ticketmaster accounted for at least 70% of the total face value associated with all tickets sold atlarge arenas and amphitheaters. No other rival ticketed more than 14%.156. Live Nation's monopoly power in primary ticketing for major concert venues inthe United States also is demonstrated by its ability to control prices and/or exclude competition.For example, in the United States, where Ticketmaster has a higher market share relative to othermarkets, Ticketmaster is able to charge higher prices and impose higher fees not tied to highercosts. In addition, Live Nation has the ability to exclude competition. Some examples of itspower and scheme are described above, such as successfully threatening and retaliating againstvenues that consider a rival primary ticketer and imposing various other restrictive contractualterms.157. Live Nation's primary ticketing services monopoly for major concert venues inthe United States is also protected by significant barriers to entry and expansion. Successfullybuilding primary ticketing capabilities requires substantial investment and access to scale. LiveNation touts its enormous scale as an advantage. Live Nation's scale and its flywheel exacerbatethe barriers to entry and expansion in primary ticketing. Live Nation uses its monopoly power inconcert promotions to foreclose competition in primary ticketing and erects additional barriers toentry, which prevent ticketers who are not vertically integrated from competing on a levelplaying field. Live Nation's agreements and exclusionary conduct act as further barriers to entrybecause they impede rivals' ability and incentives to compete.6262

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 67 of 128158. Within this market exists a narrower relevant product market for the provision ofprimary ticketing services for concerts and comedy events ("concerts") 13 to major concertvenues. There are some unique attributes to providing primary ticketing services for concerts tomajor concert venues such that there are no reasonable substitutes, nor is arbitrage possible. Forexample, some primary ticketing features are particularly important for concerts, including theability to handle complex on-sale processes, surge traffic, and specific types of marketinginitiatives. In addition, financial arrangements contracting, and fees charged to fans for primaryticketing services can differ for concerts as compared to other event types like sports. This is due,at least in part, to how lucrative hosting concerts can be for major concert venues. Thus, viablecompetitive alternatives for primary ticketing services for concerts at major concert venues canbe, and are, different than for other live events. Internal Live Nation documents analyze concertticketing separately from ticketing for other events and identify venues for which concertrevenues are particularly important.159. Live Nation-through Ticketmaster—has a durable monopoly in primary concertticketing services for major concert venues in the United States. For example, Ticketmasteraccounts for at least 80% of the total face value associated with all concert tickets sold at majorconcert venues.160.For the same reasons as stated above, there are substantial barriers to entry andexpansion within this narrower market. A monopolist in primary concert ticketing services at13 Live music concerts and comedy shows (as well as musical artists and comedians) havecompetitive similarities in terms of tour planning, on-sale events, and venue suitability. Ordinary courseevidence suggests that concerts and comedy events are assessed and treated similarly as a matter ofindustry practice.63

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 68 of 128major concert venues in the United States would be able to maintain prices above competitivelevels and/or maintain quality below the level that would prevail in a competitive market.161.ii. Primary Concert Ticketing Offerings to Fans at Major ConcertVenuesThe provision of primary concert ticketing offerings to fans at major concertvenues is a relevant product market. Fans rely upon primary concert ticketing offerings topurchase tickets to concerts. Primary ticketers typically provide an online interface to purchasetickets to a concert during an initial on-sale and continue to offer tickets for sale until the show issold out. In addition to facilitating the purchase of tickets, primary concert ticketing offeringstypically also provide customer service to fans, employ mechanisms to detect and preventfraudulent purchases, store credit card information, keep track of fan purchases, and provide fansother related services. Primary concert ticketing offerings to fans at major concert venuesrequire, among other things, sophisticated software capable of handling complex ticketingarrangements and high-demand on-sales and databases. Currently in the United States, except inrare cases, only a single primary ticketing service is offered to fans to purchase tickets to a givenconcert, and typically, only one primary ticketing service is offered to fans to purchase ticketsduring all on-sales for a given venue.162. Resale services offer a different service: the resale of previously purchasedtickets. Thus, in order for a ticket to be available for resale on a secondary ticketing marketplace,the ticket must have already been purchased from a primary ticketing offering, with thepurchaser having already paid the fees associated with the primary ticketing offering.Accordingly, the fees (and often ticket prices) associated with resale marketplaces are not closelyrelated to the fees associated with primary ticketing offerings, because primary ticketing fees arebaked into the price of tickets being resold on these marketplaces.64

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 69 of 128163.Likewise, other means of obtaining tickets during an initial on-sale are limitedand not available to all fans. Ticketmaster makes available a limited number of tickets to ticketbrokers but charges fees for the initial transfer of tickets to these brokers before those tickets canbe resold to fans. Ticketmaster also allows for the limited ticket sales to artist fan clubs in somecirc*mstances, but such ticket sales are limited in number and not all fans are eligible topurchase tickets through these channels. As a result, they do not represent reasonably closesubstitutes for most fans today, although they could in the future but for Ticketmaster'santicompetitive conduct.164.In addition, fans may not view primary and resale tickets as close substitutes dueto a perception that a primary ticket purchase is more “secure” or “guaranteed” as compared to aresale purchase.165. Internal documents indicate that Live Nation tracks its share of primary concertticketing separately from its share of resale ticketing and identifies a distinct set of competitors ineach segment. Live Nation also monitors its share of concert ticketing separate from its share ofticketing for other types of shows.166.The United States is a relevant geographic market for primary concert ticketingofferings for fans. Fans seeking to attend shows in the United States must use primary concertticketing services that offer tickets for those shows. Internal Live Nation documents support theUnited States as a relevant geographic market. For example, Live Nation evaluates the businessand competitive conditions in segments within the United States separately from Canada.167. For these and other reasons, and consistent with industry information, amonopolist in primary concert ticketing offerings to fans at major concert venues in the United9565

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 70 of 128States would be able to maintain prices above competitive levels and/or maintain quality belowthe level that would prevail in a competitive market.168.Live Nation-through Ticketmaster—has a durable monopoly in primary concertticketing offerings to fans at major concert venues in the United States. For example, in 2022Ticketmaster accounted for at least 80% of the total face value associated with all concert ticketssold at major concert venues.169.Ticketmaster's monopoly power in primary concert ticketing offerings to fans atmajor concert venues in the United States is further demonstrated by its ability to control pricesand/or exclude competition. In the United States, where Live Nation maintains a high marketshare in arenas and amphitheaters through its exclusive contracts and owned and operatedvenues, Ticketmaster has much higher fees relative to other countries notwithstandingcomparable costs. In addition, Live Nation has the ability to exclude competition by insisting thatvenues utilize only Ticketmaster for all shows and for all tickets sold for a given show.170.Live Nation's monopoly in primary concert ticketing offering to fans is alsoprotected by significant barriers to entry and expansion. To successfully build primary concertticketing capabilities requires substantial investment and access to scale. Live Nation touts itsenormous scale as an advantage. Live Nation's scale and its flywheel exacerbate the barriers toentry and expansion in primary ticketing. Live Nation uses its market power in concertpromotions to foreclose competition for primary ticketing service for fans, while also erectingadditional barriers to entry that prevent, by preventing ticketers who are not vertically integratedfrom competing on a level playing field. Live Nation's agreements and exclusionary conduct actas further barriers to entry because they impede rivals' ability and incentives to compete.6666

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 71 of 128171. Although the provision of primary concert ticketing services to fans is a relevantproduct market, in the alternative, there is also a broader relevant product market that includesboth primary concert ticketing offerings and services that provide resale for concert tickets tofans at major concert venues. For the reasons above, primary concert ticketing offerings to fansoffer distinct services from resale service providers, and resale marketplaces necessarily relyupon an initial sale of a ticket via a primary concert ticketing service (inclusive of the primaryticketing fees) in order for the resale marketplace to exist. Nonetheless, a fan looking to purchasea concert ticket may be able to purchase such a ticket from a primary ticketing offering or resaleservice provider. To the extent the two markets are combined into a larger market, internaldocuments show that Live Nation has substantial market power or monopoly power in thisbroader market as well.172. The United States is a relevant geographic market for concert ticketing offeringsand resale services for fans. Fans seeking to attend concerts in the United States must useticketing services that offer tickets for those shows. Internal Live Nation documents support theUnited States as a relevant geographic market. For example, Live Nation evaluates the businessand competitive conditions in segments within the United States separately from Canada.173. For these and other reasons, and consistent with industry information, amonopolist in a combined market of primary concert ticketing offerings and services that provideresale of concert tickets to fans for shows in the United States would be able to maintain pricesabove competitive levels and/or maintain quality below the level that would prevail in acompetitive market.174.Live Nation—through Ticketmaster—has a monopoly in this market. Forexample, in 2022, Ticketmaster accounted for more than 70% of the total transactions associated67

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 72 of 128with all tickets sold or resold for concerts at major concert venues in the United States.Transaction volume is an economically relevant measure of power in this market. Importantly,these numbers capture only transactions handled principally by Ticketmaster. But, as discussedabove, because of Ticketmaster's use of technology like SafeTix, Ticketmaster necessitates itsinvolvement in the resale of tickets that take place entirely on rivals' secondary ticketingplatforms. In doing so, Ticketmaster is able to exert some degree of control over thesetransactions as well as obtain valuable fan data related to ticket transfers. As a result,Ticketmaster's share understates its competitive significance in this market.175.Ticketmaster's monopoly power in this market also is demonstrated by its abilityto control prices and/or exclude competition. For example, Ticketmaster is able to charge higherprices in areas where its power is greatest (notwithstanding comparable costs), as evidenced bythe much higher fees charged in the United States, where Ticketmaster has a high market share,relative to elsewhere where its shares are much lower. In addition, Live Nation has the ability toexclude competition. Some examples of its power and scheme are described above, such assuccessfully threatening and retaliating against venues that consider a rival primary ticketers andimposing various other restrictive contractual terms.176. Live Nation's monopoly over primary concert ticketing offerings and services thatprovide resale of concert tickets is also protected by significant barriers to entry and expansion.To successfully build primary ticketing capabilities requires substantial investment and access toscale. Live Nation touts its enormous scale as an advantage. Live Nation's scale and its flywheelexacerbate the barriers to entry and expansion in primary ticketing. Live Nation uses its marketpower in concert promotions to foreclose competition to become a primary ticketing offering forfans and erects additional barriers to entry, by preventing ticketers who are not vertically6888

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 73 of 128integrated from competing on a level playing field. Additionally, Live Nation has taken steps toimpede resale providers from efficiently facilitating the resale of tickets, including by hinderingthe transfer of tickets originally sold by Ticketmaster. Live Nation's agreements andexclusionary conduct act as a further barrier to entry because they impede rivals' ability andincentives to compete.B. Concert Promotions Services Markets177. Concert promoters offer a variety of related products and services to two distinctsets of customers: major concert venues and artists. For major concert venues, promoters arrangefor, book, and market shows with artists to fill available dates at the venues. These services cantake the form of booking one-off performances of an artist or long-term booking agreementswhere the promoter promises to bring multiple artists to a venue over a period of time. Forartists, concert promoters work to plan, finance, and market an artist's show or—as is more oftenthe case a tour of multiple shows. In this way, although concert promoters are responsible forbringing together an artist and venue to perform a show, the particular form and nature ofservices they offer venues and artists differ considerably.i. Concert Booking and Promotion Services to Major Concert Venues178. The provision of concert booking and promotion services to major concert venuesis a relevant antitrust product market. In general, promoters arrange and coordinate artistperformances at venues and help to promote those shows to the public once they are booked.Promoters have significant influence over which venues an artist chooses to play. Typically,venues enter into individualized agreements with promoters (either on a show-by-show or long-term basis), which dictate the payments between venues and promoters in exchange for theperformance(s). Concert booking and promotion services are essential to major concert venuesbecause they help ensure the venues receive a steady stream of concert content.69

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 74 of 128179.The venues most directly impacted by Live Nation's scheme are major concertvenues. As discussed above, major concert venues have unique characteristics that make itappropriate to include them in this product market. In particular, major concert venues rely onlive entertainment for a significant portion of their revenues and thus are unlikely to foregopromotion services. Revenue from live entertainment is important to offset substantial fixedcosts at these venues, and more events allow venues to allocate those costs across a greaternumber of shows.180.There are no reasonable substitutes for the purchase of concert booking andpromotion services for major concert venues. Booking and promotional services for non-concertevents at major concert venues are not adequate substitutes because the venues' average revenueper show from concerts is often higher than from non-concert events. Neither self-promotion norself-supply is a significant constraint because most venues will be unable to incentivize asufficient number of artists to choose to perform at their venue without the support of apromoter. Most venues cannot successfully promote concerts at scale because they lack thenecessary expertise and relationships and are unwilling to assume the financial risk of a showselling poorly. Industry participants, including Live Nation and venues, recognize that providingconcert promotions is a unique business and separately analyze the business and competitiveconditions.181. The relevant geographic market for the provision of concert booking andpromotion services to major concert venues is no broader than the United States, and there mayalso be smaller, regional relevant geographic markets. When procuring booking and promotionservices, major concert venues in the United States require providers that can service theirrequirements in the United States. Further, many artists who perform at major concert venues do770

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 75 of 128so as a part of regional or national tours that include venues across the United States. InternalLive Nation documents also support the United States as a relevant geographic market. Forexample, Live Nation considers the United States to be a distinct reporting segment andseparately evaluates the business and competitive conditions in the United States.182. For these and other reasons, a monopolist in the provision of concert booking andpromotion services to major concert venues in the United States would be able to maintain pricesabove competitive levels and/or maintain quality below the level that would prevail in acompetitive market.183.Live Nation has monopoly power in the provision of concert booking andpromotion services to major concert venues in the United States. For example, Live Nation as apromoter accounts for around 60% of the total face value associated with all primary tickets soldat major concert venues and more than 70% of the total face value associated with largeamphitheater shows in the United States. Total face value is an economically relevant measure ofpower in this market. As another point of reference, Live Nation is reported to have promoted 22of the top 30 Billboard "boxscores” in 2023.184.Live Nation's monopoly power in concert booking and promotion services formajor concert venues in the United States is also demonstrated by its ability to control prices andexclude competition. For example, as described above, Live Nation extracts supracompetitivepayments from venues, including large promoter rebates, and otherwise imposes onerous,restrictive contractual terms on venues in exchange for supplying them with content. In addition,Live Nation has the ability to exclude competition in concert promotions through, for example,exclusivity agreements with venues. Some examples of its power and scheme are described71

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 76 of 128above, including using its power to stop rivals or nascent threats from competition in concertpromotions.185. Live Nation's power over concert booking and promotion services is protected bybarriers to entry and expansion. Promotion contracts with artists, the key input in this market,requires capital, expertise, connections, data, and a demonstrated level of success in the industry.There are also indirect network effects that sustain high barriers to entry in concert promotions.Venues naturally prefer to work with a promoter who is successful in promoting many popularartists, and artists naturally prefer to work with a promoter who is successful in promoting manyhigh-demand shows at popular venues. As described above, in addition to Live Nation's scheme,Live Nation's self-described flywheel and scale-related factors enhance substantial barriers forentry and expansion in this market as well.ii. Promotion Services to Artists186. The provision of promotion services to artists performing in major concert venuesis also a relevant product market. Artists seek to contract with promoters for their help inarranging individual concerts and tours. Typically, artists enter into contracts with a promoter fora single show, multiple shows, including a tour. Promoters work with artists, and their managersand/or agents, to help the artist choose the venue(s) where they will play, work with venues onbehalf of the artist to arrange aspects of the show(s), and then ultimately promote each show inlocal areas where the artist will perform. Promoters take on the financial risk associated with ashow or tour, and in exchange they are compensated with a portion of the revenue generated bysuccessful shows. For artists seeking to perform in major concert venues, promoters are anessential component to ensuring the show or tour is successful.187.Artists who seek to perform all or parts of their tour in large amphitheaters areuniquely impacted by Live Nation's anticompetitive conduct. Because of Live Nation's control72

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 77 of 128188.over a vast network of large amphitheaters and its policy to only work with artists that itpromotes, artists seeking to perform a tour in large amphitheaters are denied the ability to workwith the promoter of their choice if they want to play a Live Nation-owned or controlled venue.These artists are forced either to work with Live Nation or forgo an amphitheater tour altogether.There are no reasonable substitutes for promotion services for artists seeking toperform in major concert venues. Artist performances in major concert venues are complicatedevents whose success requires significant industry experience and relationships with differentvendors. Self-promotion is not a reasonable substitute for artists because they generally lack theexpertise, relationships, and financial resources to promote a show or tour on their own at majorconcert venues.189. The relevant geographic market for the artist promotions market is no broaderthan the United States, and there may also be smaller, regional relevant geographic markets aswell. When procuring promotion services for performances in major concert venues in theUnited States, artists require promoters who can service their requirements in the United States.Internal Live Nation documents also support the United States as a relevant geographic market.For example, Live Nation considers the United States to be a distinct reporting segment andevaluates the business and competitive conditions in the United States separately.190. For these and other reasons, and consistent with industry information, amonopolist in the artist promotions market in the United States would be able to maintain pricesabove competitive levels and/or maintain quality below the level that would prevail in acompetitive market.191.Live Nation currently has monopoly power in the market for the provision ofpromotion services to artists performing in major concert venues in the United States. Live1373

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 78 of 128Nation's policy of blocking third-party promoted artists from using its amphitheaters has enabledthe company to grow its share in the artists promotions market, above and beyond what it wouldhave been able to achieve through fair competition. Industry participants, including venueowners, recognize Live Nation's dominance in this market. As one prior venue managerexplained, “If you don't do a deal with these guys, you're going to lose shows." Live Nation as apromoter accounts for around 60% of the total face value associated with all primary tickets soldat major concert venues and more than 70% of the total face value associated with largeamphitheater shows in the United States.192.Live Nation's power over the artist promotion services market is protected bybarriers to entry and expansion.193.C. Artist Use of Large AmphitheatersThe provision of the use of large amphitheaters and ancillary services tomusicians and comedians ("artists") for large amphitheater tours is also a relevant productmarket. “Large” amphitheaters (also known as “non-boutique amphitheaters”) are recognized asa distinct type of venue in Live Nation's ordinary course documents and regular reporting and byindustry participants. Large amphitheaters have unique characteristics—including capacity, sightlines, acoustics, seating, and staging—that differentiate them both from smaller amphitheatersand other venues. These unique characteristics make large amphitheaters attractive to both artistsand fans in the summer months when most touring takes place, and as a result, there are artistswho seek to perform several shows or even entire tours at large amphitheaters in given year.They also are attractive to artists who are not yet able to- -or no longer able to—fill a largervenue, like an arena, but have outgrown smaller clubs and theaters. In a similar vein, industryparticipants, including Live Nation and venues, recognize that large amphitheater concertsconstitute a unique business and separately analyze the business and competitive conditions.74

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 79 of 128Large amphitheaters provide artists the use of their venue plus related services, such as stagingand lighting, and in exchange, the artist pays rent and performs a show that enables the venue tocollect additional revenue from fans, including from food, beverage and parking. Artists eitherwork directly with their agent, or through their chosen promoter, to communicate with venuesabout availability and ultimately choose the amphitheaters where they will perform.194.The artists most impacted by Live Nation's anticompetitive conduct are thoseinterested in performing a tour of large amphitheaters in a particular year. This includes artistsseeking to perform exclusively at large amphitheaters as well as artists seeking to construct atour that includes both a significant number of shows at large amphitheaters as well as shows atother venues.195. Artists seeking to perform a tour of large amphitheaters will not view a tour thatexcludes large amphitheaters as a reasonable substitute. As described above, large amphitheatershave unique characteristics that distinguish them from other venues, and artists seeking a tour oflarge amphitheaters will generally not consider a tour wholly excluding large amphitheaters as areasonable alternative. Industry participants, including Live Nation, recognize that there areartists with a specific interest in touring large amphitheaters.196. The relevant geographic market for the use of large amphitheaters market is nobroader than the United States, and there may also be smaller, regional relevant geographicmarkets. Artists seeking to do a large amphitheater tour often do so as part of regional or nationaltours across the United States. Internal Live Nation documents also support the United States asa relevant geographic market. For example, Live Nation considers the United States to be adistinct reporting segment and evaluates the business and competitive conditions in the UnitedStates separately.7575

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 80 of 128197. For these and other reasons, a monopolist who controls the use of largeamphitheaters in the United States would be able to maintain prices above competitive levelsand/or maintain quality below the level that would prevail in a competitive market.198. Live Nation has monopoly power in the use of large amphitheaters market. LiveNation owns, operates, or exclusively books concerts in more than 55 large amphitheaters in theUnited States. Live Nation's controlled venues account for at least 65% of the total number ofprimary tickets and face value associated with all concert tickets sold at large amphitheaters.These measures are economically relevant measures of power in this market.199.Live Nation's monopoly power in the use of large amphitheaters market isprotected by barriers to entry and expansion. Entering this market requires significant time,capital and expertise to either build a new amphitheater or sign a contract with an existingamphitheater to operate it. Building a new large amphitheater is particularly burdensome anduncertain, as it requires a potential new entrant to identify a specific location for the facility,acquire the land, secure the necessary permitting, and contract with the many vendors necessaryto put on successful shows. Large amphitheaters also require access to artists to ensure financialviability. Because Live Nation routes the artists it promotes to its own existing network ofamphitheaters, that makes it more difficult for a new amphitheater to attract the talent necessaryto be financially viable.VII.Jurisdiction, Venue, and Commerce200. The United States brings this action against Live Nation and Ticketmasterpursuant to Section 4 of the Sherman Act, 15 U.S.C. § 4, to prevent and restrain Defendants'violations of Section 1 and Section 2 of the Sherman Act, 15 U.S.C. §§ 1-2.201.The Attorneys General of the Plaintiff States, as the chief legal officers of theirrespective states, bring this action under their respective and independent statutory, common law,76

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 81 of 128and equitable powers, and in their quasi-sovereign capacities, to prevent anticompetitive conductthat harms competition and the economies of the Plaintiff States and the economic welfare ofconsumers in and from the Plaintiff States. Plaintiff States have quasi-sovereign interests inprotecting consumers—from economic harm resulting from illegal anticompetitive conduct andin ensuring their economies are not suppressed by unjustified restraints of trade.202. The Attorneys General assert these claims based on their independent authority tobring this action pursuant to Section 16 of the Clayton Act, 15 U.S.C. § 26, and common law, toprevent and restrain Live Nation's violations of Section 1 and Section 2 of the Sherman Act, 15U.S.C. §§ 1-2. State attorneys general are specifically authorized to bring suits to secureinjunctive relief for violations of the Sherman Act. 15 U.S.C. §26.203.This Court has subject matter jurisdiction over this action under Section 4 of theSherman Act, 15 U.S.C. § 4, Sections 4c and 16 of the Clayton Act, 15 U.S.C. §§ 15c and 26,and 28 U.S.C. §§ 1331, 1337(a), and 1345(d), and has supplemental jurisdiction under 28 U.S.C.§ 1367(a).204. The Court has personal jurisdiction over the Defendants, and venue is proper inthis District under Section 12 of the Clayton Act, 15 U.S.C. § 22, and under 28 U.S.C. § 1391,because all Defendants transact business and are found within this District.205.Defendant Live Nation is a Delaware corporation with its principal place ofbusiness at 9348 Civic Center Drive, Beverly Hills, CA 90210, and an office at 430 W. 15thStreet, New York, NY 10011. Defendant Ticketmaster is a Virginia limited liability companywith its principal place of business at 9348 Civic Center Drive, Beverly Hills, CA 90210.Ticketmaster operates from offices in various locations, including at 430 W. 15th Street, NewYork, NY 10011.7772

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 82 of 128206. Each Defendant engages in, and its activities substantially affect, interstate tradeand commerce. Each Defendant provides a range of products and services that are marketed,distributed, and offered to consumers throughout the United States, in the plaintiff States, acrossstate lines, and internationally. Defendants' actions and course of conduct are ongoing and arelikely to continue or recur, including through other practices with the same purpose or effect.VIII. Violations AllegedFirst Claim for Relief: Monopolization of Primary Ticketing Services Marketsin Violation of Sherman Act § 2207. Plaintiffs incorporate the allegations of Paragraphs 1 through 206 above.208.Live Nation has monopolized several relevant markets related to primary ticketingservices in the United States. These include the provision of primary ticketing services to majorconcert venues, the provision of primary concert ticketing services to major concert venues, andthe provision of primary concert ticketing offerings to fans at major concert venues (even ifcombined with services that offer resale of concert tickets).209. Each constitutes a relevant antitrust market, and Live Nation has monopolypower in each market.210. Live Nation has unlawfully maintained its monopoly in each market through acourse of exclusionary conduct, including:••Directly threatening venues that Live Nation will divert live music shows to othervenues if they do not sign with Ticketmaster;Indirectly threatening venues that Live Nation will divert live music shows to othervenues if they do not sign with Ticketmaster by, for example, co-opting businesspartner Oak View Group into warning venues that they will lose Live Nation contentif they contract with a ticketer other than Ticketmaster;78

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 83 of 128•Retaliating against venues that contract with rival ticketers by:•211.o Diverting concerts on Live Nation-promoted tours to other venues;○ Disabling or delaying the sale of secondary tickets through the rival ticketer'splatform;○ Refusing to publicize shows hosted by a venue that uses a competing ticketer;○ Diverting content away from venues ticketed by companies other thanTicketmaster, making it risky for any venue to contract with a rival ticketer; and○ Lodging complaints against rival ticketers when Live Nation promotes a show at avenue where Ticketmaster is not the primary ticketer;Foreclosing rival ticketing companies from the market by:○ Imposing long-term exclusive contracts covering a significant proportion oftickets sold;○ Engaging in strategic purchases of rival promoters and venues to enhance itsmarket power in content and to convert ticketing to Ticketmaster, furtherforeclosing the primary ticketing market; and○ Deterring entry and expansion by rivals into primary ticketing by using itsmonopoly to expand its control over secondary ticketing, which previously hadbeen an entry point for primary ticketing.Although each of these acts is anticompetitive when considered alongside LiveNation's associated conduct, each act occurs in concert with and against the backdrop ofallegations and facts outlined throughout this Complaint. These acts have synergisticanticompetitive effects that have harmed competition and the competitive process.7979

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 84 of 128212. Live Nation's exclusionary conduct has foreclosed a substantial share of each ofthese markets.213.Live Nation's anticompetitive acts have had harmful effects on competition andconsumers.214. Live Nation's exclusionary conduct lacks a non-pretextual procompetitivejustification that offsets the harm caused by Live Nation's anticompetitive and unlawful conduct.215. Live Nation's anticompetitive and exclusionary practices violate Section 2 of theSherman Act, 15 U.S.C. § 2.216.217.Second Claim for Relief: Unlawful Exclusive Dealingin Violation of Sherman Act § 1Plaintiffs incorporate the allegations of Paragraphs 1 through 206 above.The provision of primary ticketing services to major concert venues in the UnitedStates is a relevant antitrust market, and the provision of primary concert ticketing services tomajor concert venues in the United States is a relevant antitrust market.218.Ticketmaster's long-term exclusive agreements to provide primary ticketingservices to major concert venues in the United States unreasonably restrain competition, inviolation of Section 1 of the Sherman Act, 15 U.S.C. § 1.219.These contracts exclude all competitors, are terminable only for cause, and haveterms ranging from three to 14 years.220.Ticketmaster's long-term exclusive primary ticketing contracts restrict the accessof Ticketmaster's competitors to the only significant channel of distribution for primary ticketingservices to major concert venues.8060

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 85 of 128221.Through its long-term exclusive primary ticketing contracts, Ticketmaster hasforeclosed a substantial share of the market for the provision of primary ticketing services tomajor concert venues in the United States.222. Live Nation's anticompetitive acts have had harmful effects on fans of majorconcerts, the venues that host them, and competition for primary ticketing.223. Live Nation's exclusionary conduct lacks a non-pretextual procompetitivejustification that offsets the harm caused by Live Nation's anticompetitive and unlawful conduct.Third Claim for Relief: Unlawful Tying Arrangement Concerning the Use of LargeAmphitheaters and Artist Promotions Markets in Violation of Sherman Act § 1224. Plaintiffs incorporate the allegations of Paragraphs 1 through 206 above.225.The provision of the use of large amphitheaters and ancillary services to artists forlarge amphitheater tours in the United States is a relevant antitrust market, and Live Nation hasmonopoly power in that market.226.227.The provision of promotion services to artists performing in major concert venuesin the United States is a relevant market, and Live Nation has market power in that market.The provision of the use of large amphitheaters to artists and the provision ofpromotion services to artists are separate services sold to artists. The services are provided indifferent markets, with distinct demand for each, and they are treated by industry participants asseparate products. There are some industry participants, such as third-party operatedamphitheaters, that only offer access to amphitheaters, and there are promoters who only offerartists promotion services.228.Live Nation has unlawfully required artists seeking to use its large amphitheatersfor shows as part of a tour to also purchase promotion services from Live Nation.81

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 86 of 128229. The purpose and effect of this tying policy is to prevent artists from choosing apromoter on the merits and instead force artists who wish to play in Live Nation amphitheaters tocontract with the company for promotions services.230. This anticompetitive conduct has significantly foreclosed competition inpromotion services to artists. Artists who would otherwise choose rival promoters on the meritsof those promoters must refrain from doing so to maintain use of Live Nation's amphitheaters ontheir tours.231. This conduct lacks a non-pretextual procompetitive justification that offsets theharm caused by Live Nation's anticompetitive and unlawful conduct.232. Live Nation's anticompetitive and exclusionary practices violate Section 1 of theSherman Act, 15 U.S.C. § 1.Fourth Claim for Relief: Monopolization of the Market for the Use ofLarge Amphitheaters in Violation of Sherman Act § 2233. Plaintiffs incorporate the allegations of Paragraphs 1 through 206 above.234. The provision of the use of large amphitheaters and ancillary services to artists forlarge amphitheater tours in the United States is a relevant antitrust market, and Live Nation hasmonopoly power in that market.235.Live Nation has unlawfully maintained its monopoly in this market through acourse of anticompetitive exclusionary conduct, including:•Entering into exclusive booking arrangements with venues, enabling Live Nation toextend its control of this market beyond the significant share it controls through itsowned, operated, and leased amphitheaters;•Acquiring control over several amphitheaters, enabling Live Nation to extend itscontrol of this market through its portfolio of owned and operated amphitheaters;8262

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 87 of 128••Acquiring several competing promotion companies that either owned amphitheatersor had exclusive booking contracts with amphitheaters; andAcquiring numerous large festivals, further reducing the ability of artists on largeamphitheater tours to seek alternatives to Live Nation. These exclusionary acts haveharmed artists, rival promoters, and fans.236. Although each of these acts is anticompetitive when considered alongside LiveNation's associated conduct, each act occurs in concert with and against the backdrop ofallegations and facts outlined throughout this Complaint. These acts have synergisticanticompetitive effects that have harmed competition and the competitive process.market.237.238.Live Nation's exclusionary conduct has foreclosed a substantial share of theLive Nation's anticompetitive acts have had harmful effects on competition andconsumers.239. Live Nation's conduct lacks any procompetitive benefits or justification thatoffsets the significant anticompetitive harm that flows from the exclusionary conduct.240.Live Nation's anticompetitive and exclusionary practices violate Section 2 of theSherman Act, 15 U.S.C. § 2.Fifth Claim for Relief: Monopolization of the Markets for Concert Promotion Servicesin Violation of Sherman Act § 2241. Plaintiffs incorporate the allegations of Paragraphs 1 through 206 above.242. The provision of concert booking and promotion services to major concert venuesand the provision of promotion services to artists performing in major concert venues in theUnited States are related, relevant antitrust markets, and Live Nation has monopoly power ineach market.8383

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 88 of 128243.Live Nation has unlawfully maintained its monopoly in each market through acourse of exclusionary conduct described herein, including:••••244.Engaging in strategic purchases of rival promoters (actual or potential) and venues toenhance and entrench its monopoly power;Tying artists' use of Live Nation owned, controlled and exclusively-booked largeamphitheaters to their purchase of promotional services from Live Nation;Deterring entry and expansion by rivals by threatening potential rivals and theirinvestors; andImposing restrictive terms in contracts with major concert venues that undermine andforeclose competition from actual and potential rival promoters.Although each of these acts is anticompetitive when considered alongside LiveNation's associated conduct, each act occurs in concert with and against the backdrop ofallegations and facts outlined throughout this Complaint. These acts have synergisticanticompetitive effects that have harmed competition and the competitive process.market.245. Live Nation's exclusionary conduct has foreclosed a substantial share of each246.Live Nation's anticompetitive acts have had harmful effects on competition andconsumers.247. Live Nation's exclusionary conduct lacks a non-pretextual procompetitivejustification that offsets the harm caused by Live Nation's anticompetitive and unlawful conduct.248. Live Nation's anticompetitive and exclusionary practices violate Section 2 of theSherman Act, 15 U.S.C. § 2.ळ84

249.Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 89 of 128Sixth Claim for Relief: Violation of Arkansas LawPlaintiff State of Arkansas incorporates the allegations of Paragraphs 1 through248 above.250.Plaintiff State of Arkansas brings this action in its sovereign capacity pursuant toArk. Code Ann. § 4-75-212(a) and its parens patriae capacity pursuant to Ark. Code Ann. § 4-75-212(b) and Ark. Code Ann. § 4-75-315(b).251.Defendants' acts as alleged herein violate Arkansas's prohibition on monopoliesunder Ark. Code Ann. §§ 4-75-301 et seq., and Unfair Practices Act, Ark. Code Ann. §§ 4-75-201 et seq.252. Plaintiff State of Arkansas is entitled to and seeks all remedies available at law orin equity, including, without limitation, the following:a. A declaratory judgment, pursuant to Ark. Code Ann. § 4-75-212(a)(1) andArk. Code Ann. § 4-75-315(a)(1), that Defendants' acts and practices as described in thisComplaint violate Arkansas's Unfair Practices Act and its prohibition on monopolies;Permanent injunctions against Defendants, pursuant to Ark. Code Ann.b.§ 4-75-212(a)(2) and Ark. Code Ann. § 4-75-315(a)(2), enjoining Defendants fromengaging in any act that violates Arkansas's Unfair Practices Act and its prohibition onmonopolies, including but not limited to the unfair methods of competition allegedherein;C.Damages for injuries sustained or restitution for loss as a result ofviolations of Arkansas antitrust statutes pursuant to Ark. Code Ann. § 4-75-212(b)(1)(A)and Ark. Code Ann. § 4-75-315(b)(1);d.Civil penalties pursuant to Ark. Code Ann. § 4-75-212(a)(4) and Ark.Code Ann. § 4-75-315(a)(4);85

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 90 of 128above.e. Costs and attorneys' fees pursuant to Ark. Code Ann. § 4-75-212(a)(4)and Ark. Code Ann. § 4-75-315(a)(4); and253.254.f.All other just and equitable relief that this Court may deem appropriate.Seventh Claim for Relief: Violation of California LawThe State of California incorporates the allegations of Paragraphs 1 through 248Defendants' acts and practices detailed above also violate California's UnfairCompetition Law (“UCL”), Cal. Bus. & Prof. Code § 17200, et seq., which prohibits anyunlawful, unfair, or fraudulent business act or practice.255. In bringing its state claims, Plaintiff State of California is entitled to, withoutlimitation, the following relief:above.a.Injunctive, restitution and other equitable relief under the UCL (Cal. Bus.& Prof. Code § 17203); andb. Civil penalties assessed at up to $2,500 for each violation of the UCL(Cal. Bus. & Prof. Code § 17206).256.Eighth Claim for Relief: Violation of District of Columbia LawThe District of Columbia incorporates the allegations of Paragraphs 1 through 248257. The Attorney General for the District of Columbia brings this action pursuant toD.C. Code § 28-4501, et seq. and 15 U.S.C. § 12, et seq.258.Defendants' conduct alleged herein constitutes unlawful monopolization withinthe District of Columbia under D.C. Code § 28-4503.259. Defendants' conduct alleged herein constitutes unlawful combination in restraintof trade within the District of Columbia under D.C. Code § 28-4502.86

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 91 of 128260.The District of Columbia seeks all remedies available under federal law and theDistrict of Columbia Antitrust Act, D.C. Code § 28-4507.261. The District of Columbia is also entitled to recover its costs and attorney's feesunder D.C. Code § 28-4507(a)(2)(B).above.Ninth Claim for Relief: Violation of Florida Law262. Plaintiff State of Florida incorporates the allegations of Paragraphs 1 through 248Florida Antitrust Act263. This is an action against Defendants for their violation of the Florida AntitrustAct, Sections 542.18 and 542.19, Florida Statutes.264. Defendants engaged in a wide-ranging anticompetitive and exclusionary course ofconduct within Florida.265. The acts and practices within Defendants' wide-ranging anticompetitive andexclusionary course of conduct alleged herein constitute violations of the Florida Antitrust Act;266. The State of Florida seeks all legal and equitable remedies available for violationsof the Florida Antitrust Act, Sections 542.18 and 542.19, Florida Statutes.267.Defendants' anticompetitive acts alleged herein, or the effects thereof, arecontinuing and will continue and are likely to recur unless permanently restrained and enjoined.Florida Deceptive and Unfair Trade Practices Act268. This is an action against Defendants for their violation of the Florida Deceptiveand Unfair Trade Practices Act, Section 501.204, Florida Statutes.269. Defendants engaged in a wide-ranging anticompetitive and exclusionary course ofconduct within Florida.87

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 92 of 128270. Defendants' unfair methods of competition alleged herein involve trade orcommerce within the meaning of the Florida Deceptive and Unfair Trade Practices Act.271. The acts and practices within Defendants' wide-ranging anticompetitive andexclusionary course of conduct alleged herein constitute unfair methods of competition inviolation of the Florida Deceptive and Unfair Trade Practices Act, Section 501.204, FloridaStatutes.272. The State of Florida seeks all legal and equitable remedies available for violationsof the Florida Deceptive and Unfair Trade Practices Act, Section 501.204, Florida Statutes.Defendants' unfair methods of competition alleged herein, or the effects thereof,are continuing and will continue and are likely to recur unless permanently restrained and273.enjoined.Florida's Prayer for Relief274. Award to the State of Florida all legal and equitable remedies available forviolations of the Florida Deceptive and Unfair Trade Practices Act, Section 501.204, FloridaStatutes;275.Award to the State of Florida all legal and equitable remedies available forviolations of the Florida Antitrust Act, Sections 542.18 and 542.19, Florida Statutes;276.Statutes;277.278.Adjudge and decree that Defendants violated Sections 542.18, and 542.19, FloridaAdjudge and decree that Defendants violated Section 501.204, Florida Statutes;Enjoin and restrain, pursuant to Florida law, Defendants, their affiliates,assignees, subsidiaries, successors, and transferees, and their officers, directors, partners, agentsand employees, and all other persons acting or claiming to act on their behalf or in concert with8888

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 93 of 128them, from continuing to engage in any anticompetitive conduct, and from adopting in the futureany practice, plan, program, or device having a similar purpose or effect to the anticompetitiveactions set forth above.above.279.280.Tenth Claim for Relief: Violation of Illinois LawPlaintiff State of Illinois incorporates the allegations of Paragraphs 1 through 248Defendants' acts alleged herein violate Section 3 of the Illinois Antitrust Act, 740ILCS 10/3(1)-(4).281.These violations substantially affect the people who reside in Illinois andcompanies that conduct business in Illinois and have impacts within the State of Illinois.282. Plaintiff State of Illinois, through its Attorney General, requests that the Courtremedy these illegal acts, seeks all available relief as well as civil penalties under 740 ILCS 10/7.283. Plaintiff State of Illinois, through its Attorney General, also seeks to recover itscosts and attorneys' fees under 740 ILCS 10/7(2).284.Eleventh Claim for Relief: Violation of Maryland LawPlaintiff State of Maryland incorporates the allegations of Paragraphs 1 through248 above.285.The Defendants' acts violate the Maryland Antitrust Act, MD Commercial LawCode Ann. § 11-201 et seq. These acts have substantially lessened competition and haveanticompetitive effects within the State of Maryland.286.Plaintiff State of Maryland is entitled to all remedies available at law or in equity(including, but not limited to, damages, injunctive relief, restitution, and divestiture) underMaryland Commercial Law Code Ann. § 11-209. In addition, the Court may assess civilpenalties, costs, and reasonable attorneys' fees.89

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 94 of 128287.248 above.288.Twelfth Claim for Relief: Violation of Michigan LawPlaintiff State of Michigan incorporates the allegations of Paragraphs 1 throughThe acts alleged in the Complaint violate the Michigan Antitrust Reform Act,MCL 445.771, et seq.289.The Attorney General brings this suit in the name of the State of Michigan and onbehalf of the people of the State of Michigan in her parens patriae capacity.290.The acts alleged in the Complaint constitute the establishment, maintenance, oruse of a monopoly, or any attempt to establish a monopoly, of trade or commerce in a relevantmarket by any person, for the purpose of excluding or limiting competition or controlling, fixing,or maintaining prices, pursuant to MCL 445.773.291. Michigan seeks all legal and equitable relief authorized by MCL 445.777 andMCL 445.778.292.248 above.293.Thirteenth Claim for Relief: Violation of Minnesota LawPlaintiff State of Minnesota incorporates the allegations of Paragraphs 1 throughDefendants' acts as alleged herein violate the Minnesota Antitrust Law of 1971,Minnesota Statutes sections 325D.49 to 325D.66. These violations substantially affect the peopleof Minnesota and have impacts within the State of Minnesota, including anticompetitive harms,such as increased prices, increased costs, and reduced quality.294.following:Plaintiff State of Minnesota seeks relief, including but not limited to thea. Enjoining Defendants and their employees, officers, directors, agents,successors, assignees, affiliates, merged or acquired predecessors, parents, or controlling9090

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 95 of 128above.entities, subsidiaries, and all other persons acting in concert or participation with themfrom engaging in conduct in violation of Minnesota Statutes sections 325D.49-66;b.Awarding judgment against Defendants for civil penalties pursuant toMinnesota Statutes sections 8.31, subd. 3, and 325D.56; andc.Costs and reasonable attorneys' fees under Minnesota Statutes sections325D.57 and 8.31, subd. 3a.Fourteenth Claim for Relief: Violation of Nevada LawViolations of Nevada Unfair Trade Practices Act295.The State of Nevada incorporates the allegations of Paragraphs 1 through 248296. The Defendants' conduct in the course of selling tickets, booking and promotinglive entertainment shows, and operating concert venues in the State of Nevada has beenunlawful, exclusionary and anticompetitive, as described in detail above, and has harmed fans,venues, promoters and artists throughout the State of Nevada.297. Live Nation's unlawful maintenance of its monopoly power in each of the variousantitrust markets identified in Section VI through anticompetitive and exclusionary conduct, alsoconstitute violations of Nevada law pursuant to the Nevada Unfair Trade Practices Act, Nev.Rev. Stat. § 598A.010, et seq. See specifically Nev. Rev. Stat. § 598A.060 – Prohibited Acts.298. The State of Nevada seeks all remedies available under federal law and the-Nevada Unfair Trade Practices Act including, without limitation, the following:a.Civil penalties pursuant to Nev. Rev. Stat. § 598A.170, which provides for"an amount not to exceed 5 percent of the gross income realized by the sale ofcommodities or services sold by such persons in this state in each year in which theprohibited activities occurred";91

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 96 of 128b.Damages for natural persons residing in Nevada that were damageddirectly or indirectly by the defendants' conduct, pursuant to Nev. Rev. Stat. § 598A.160;C.Injunctive relief pursuant to Nev. Rev. Stat. § 598A.070(c)(1);d.Disgorgement, restitution and other equitable relief as provided by Nev.Rev. Stat. §598A.070(c)(4);e.Costs and attorney's fees pursuant to Nev. Rev. Stat. § 598A.200; andf.Any other remedies the court may deem appropriate under the facts andcirc*mstances of the case.Fifteenth Claim for Relief: Violation of New Hampshire Law299. Plaintiff State of New Hampshire incorporates the allegations of Paragraphs 1through 248 above.300. The Defendants' acts violate the New Hampshire Combinations and MonopoliesAct, NH RSA 356 et seq. These acts have substantially lessened competition and haveanticompetitive effects within the State of New Hampshire.301. Plaintiff State of New Hampshire is entitled to all remedies available at law or inequity (including damages, injunctive relief, restitution, and divestiture) under NH RSA 356 etseq. In addition, the Court may assess civil penalties, costs, and reasonable attorneys' fees.302.Sixteenth Claim for Relief: Violation of New Jersey LawPlaintiff State of New Jersey repeats and realleges and incorporates by referenceParagraphs 1 through 248 of this Complaint as if fully set forth herein.303. The New Jersey Antitrust Act, N.J.S.A. 56:9-3, states: “It shall be unlawful forany person to monopolize, or attempt to monopolize, or to combine or conspire with any personor persons, to monopolize trade or commerce in any relevant market within this State."92

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 97 of 128304.N.J.S.A. 56:9-4(a) of the New Jersey Antitrust Act, states: “Every contract,combination in the form of trust or otherwise, or conspiracy in restraint of trade or commerce, inthis State, shall be unlawful."305. In the operation of its businesses, Defendant engaged in numerous commercialpractices that violate the New Jersey Antitrust Act, N.J.S.A. 56:9-1 to -19, includingmonopolizing trade or commerce in relevant markets within the State of New Jersey, in violationof N.J.S.A. 56:9-3; and have engaged in conduct constituting restraint of trade or commerce inrelevant markets within the State of New Jersey, in violation of N.J.S.A. 56:9-4(a).306. Each violation of the New Jersey Antitrust Act by Defendant constitutes aseparate unlawful practice and violation, under N.J.S.A. 56:9-16.307.To restore competition to the affected markets, New Jersey seeks all remediesavailable under the New Jersey Antitrust Act, N.J.S.A. 56:9-1 to -19, and/or Section 16 of theClayton Act including, without limitation, the following:308. Divestiture of Ticketmaster and/or venues owned or operated by Live NationEntertainment, pursuant to N.J.S.A. 56:9-7 and/or Section 16 of the Clayton Act;309. Injunctive and other equitable relief prohibiting Defendant's wrongful conduct,pursuant to N.J.S.A. 56:9-10(a);310. Equitable monetary relief to remedy Defendant's unlawful conduct, pursuant toN.J.S.A. 56:9-10(b);311.Civil penalties of not more than the greater of $100,000 or $500 per day for eachand every day of said violation against Defendant, pursuant to N.J.S.A. 56:9-10(c);312. Costs and attorney's fees, pursuant to N.J.S.A. 56:9-12; and9393

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 98 of 128313.may require.314.248 above.315.Other remedies as the Court may deem appropriate and the interests of justiceSeventeenth Claim for Relief: Violation of New York LawPlaintiff State of New York incorporates the allegations of Paragraphs 1 throughDefendants' acts as alleged in this Complaint violate New York's Donnelly Act,New York General Business Law §§ 340 et seq., by contracts, agreements, arrangements orcombinations that result in the establishment or maintenance of a monopoly and/or by restrainingcompetition.316. Defendants' acts alleged in this Complaint also violate Section 63(12) of NewYork's Executive Law, in that Defendants have engaged in repeated and/or persistent illegal acts,including violations of Sections 1 and 2 of the Sherman Act, as well as violations of theDonnelly Act.317. To restore competition to the affected markets, New York seeks equitable relief,including an injunction prohibiting Defendants' wrongful conduct, as well divestitures ofTicketmaster and venues owned or operated by Live Nation Entertainment, pursuant to Section16 of the Clayton Act, New York General Business Law § 342 and/or Section 63(12) of the NewYork Executive Law.318. New York also seeks equitable monetary relief to deter and remedy Defendants'unlawful conduct pursuant to Section 63(12) of the New York Executive Law.319. New York seeks also civil penalties of $1,000,000 per violation against eachdefendant, pursuant to New York Business Law § 342-a, as well as fees and costs pursuant tofederal and state law.9494

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 99 of 128above.Eighteenth Claim for Relief: Violation of Ohio LawViolations of Ohio's Valentine Act Against All Defendants320.321.Plaintiff State of Ohio incorporates the allegations of Paragraphs 1 through 248Defendants Live Nation Entertainment, Inc. and Ticketmaster L.L.C. contractwith and provide live entertainment services and commodities to Ohio businesses andconsumers.322. Plaintiff brings this action pursuant to Ohio Rev. Code § 109.81 and Ohio Rev.Code Chapter 1331.323. Plaintiff, having reasonable cause to believe that violations of Ohio's antitrustlaws have occurred, brings this action in his sovereign capacity pursuant to Ohio Rev. Code$109.81 to enforce Ohio law.324. Defendants, by and through their officers, directors, employees, agents, or otherrepresentatives, have engaged in a combination of capital, skill, or acts to create or carry outrestrictions in trade or commerce in violation of Ohio's Valentine Act, codified in Ohio Rev.Code Chapter 1331.325. Defendants' collective and individual activities detailed above, including thevertical arrangements, constitute Trusts under Ohio Rev. Code § 1331.01(C)(1)(a), (b), and (e)and are thus illegal under Ohio's Valentine Act.326. The purposes or effects of Defendants' Trusts are to decrease competition, raiseprices, and/or stifle innovation in all of the alleged relevant markets. Ohio Rev. Code § 1331.09.327. This complaint constitutes due notice of these violations under Ohio Rev. Code §1331.03.9595

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 100 of 128328. Plaintiff seeks the following remedies pursuant to Ohio Rev. Code § 109.81 andChapter 1331:above.a. Civil forfeiture pursuant to Ohio Rev. Code § 1331.03;b.Relief permanently enjoining Defendants Live Nation Entertainment, Inc.and Ticketmaster L.L.C. from engaging in any acts that violate Ohio's Valentine Act;c. Costs, attorneys' fees, and interest; andd.Other remedies the court may deem appropriate according to the facts andcirc*mstances of the case.329.Nineteenth Claim for Relief: Violation of Oregon LawPlaintiff State of Oregon incorporates the allegations of Paragraphs 1 through 248330. Defendants' acts as alleged herein violate the Oregon Antitrust Act, OregonRevised Statutes 606.705 et seq. These violations substantially affect the people of Oregon andhave impacts within the State of Oregon.331.Plaintiff State of Oregon seeks relief, including but not limited to the following:a.Enjoining Defendants and their employees, officers, directors, agents,successors, assignees, affiliates, merged or acquired predecessors, parents, or controllingentities, subsidiaries, and all other persons acting in concert or participation with themfrom engaging in conduct in violation of Oregon Revised Statutes 646.705 et seq.;b.Awarding judgment against Defendants for civil penalties for each of thefirst through fifth claims above pursuant to Oregon Revised Statues 646.760;C.646.760; andd.Costs and reasonable attorneys' fees under Oregon Revised StatutesAll legal and equitable remedies available under federal law and Oregon's96

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 101 of 128Antitrust Act, ORS 646.705 et seq., and any additional relief as the court finds just andproper.332.248 above.333.Twentieth Claim for Relief: Violation of Rhode Island LawThe state of Rhode Island incorporates the allegations of Paragraphs 1 throughThe acts alleged in causes of action 1-5 also constitute antitrust violationspursuant to the Rhode Island Antitrust Act, R.I. Gen. L. §§ 6-36-1, et seq.334.Rhode Island seeks all remedies available under federal law or the Rhode IslandAntitrust Act including, without limitation, the following:a. Civil penalties pursuant to R.I. Gen. L. 6-36-10(c), which provides that"any person who violates this chapter may be liable for a civil penalty of not more thanfifty thousand dollars ($50,000) for each violation;”b.Injunctive and other equitable relief pursuant to R.I. Gen. L. § 6-36;C.Costs and attorney's fees pursuant to § 6-36-11(a); andd. Other remedies as the court may deem appropriate under the facts andcirc*mstances of the case.Twenty-first Claim for Relief: Violation of South Carolina Law335. Plaintiff State of South Carolina incorporates the allegations of Paragraphs 1through 248 above. Each allegation is brought separately against each Defendant.336.The Attorney General of South Carolina is bringing this action in the name of theState pursuant to S.C. Code § 39-5-50.337.At all times described herein, the Defendants were engaged in conduct whichconstitutes “trade” and “commerce" as defined in S.C. Code § 39-5-10(b).97

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 102 of 128338. Defendants' acts or practices regarding South Carolina consumers as allegedherein are capable of repetition and affect the public interest.339. Defendants' acts or practices alleged herein constitute “unfair methods ofcompetition" under S.C. Code § 39-5-20. Every unfair act or practice by each Defendantconstitutes a separate and distinct violation of S.C. Code § 39-5-20.340. Defendants' acts or practices alleged herein are offensive to established publicpolicy, immoral, unethical, or oppressive.341. At all times Defendants knew or should have known their conduct violated S.C.Code § 39-5-20 and, therefore, the conduct is willful for purposes of S.C. Code § 39-5-110,justifying civil penalties.342.Plaintiff State of South Carolina seeks all remedies available under the Southa.Carolina Unfair Trade Practices Act (SCUTPA) including, without limitation, the following:Permanently enjoin Defendants pursuant to S.C. Code § 39-5-50(a) fromengaging in any acts that violate SCUTPA, including, but not limited to, the unfairmethods of competition and unfair or deceptive acts or practices alleged herein;b. Civil penalties in the amount of $5,000, pursuant to S.C. Code § 39-5-110(a), for every willful violation of SCUTPA;C.Ascertainable loss damages as determined by the Court under S.C. Code §39-5-50(b);d.Costs and attorneys' fees pursuant to S.C. Code § 39-5-50(a) and S.C.Code § 1-7-85; ande. All other legal and equitable relief as the court may deem appropriateunder the facts and circ*mstances of the case.9898

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 103 of 128343.248 above.344.Twenty-second Claim for Relief: Violation of Tennessee LawPlaintiff State of Tennessee incorporates the allegations of Paragraphs 1 throughDefendants engaged in the conduct described above while selling tickets,promoting shows, and operating venues in Tennessee. This anticompetitive conduct in Tennesseeharmed thousands of fans, venues, promoters, and artists across the state.345. As a result of this conduct, and the concomitant reduction in competition in therelevant markets, Tennesseans and Tennessee businesses have suffered anticompetitive harms,including increased prices, increased costs, and reduced quality.346. This conduct has affected Tennessee commerce to a substantial degree.347. Accordingly, Defendants' actions violate the Tennessee Trade Practices Act,Tenn. Code Ann. §§ 47-25-101 et seq., as amended.348. To remedy this anticompetitive conduct, the Tennessee Attorney General andReporter seeks all legal and equitable relief to which it is entitled at law and equity.Twenty-third Claim for Relief: Violation of Texas Law349.Plaintiff State of Texas repeats and realleges the allegations of Paragraphs 1through 248 above. Each allegation is brought separately against each Defendant.350.The aforementioned practices by Defendants Live Nation Entertainment, Inc. andTicketmaster L.L.C. were and are in violation of Texas Business and Commerce Code § 15.01 etseq.351. Plaintiff State of Texas has reason to believe that Defendants have engaged in,and will continue to engage in, the anticompetitive and exclusionary course of conduct set forthherein, has caused and will cause adverse effects to consumers and harm to economiccompetition in trade and commerce in this State, and will cause damage to the State of Texas and99

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 104 of 128to persons in the State of Texas. Therefore, the Antitrust Division of the Office of the AttorneyGeneral of the State of Texas believes and is of the opinion that this matter is in the publicinterest.352. The State of Texas requests a judgment that the Defendants engaged in conduct inviolation of Texas Business and Commerce Code § 15.01 et seq.353.The State of Texas requests a civil fine up to the maximum amount allowedpursuant to Texas Business and Commerce Code § 15.20(a).354.The State of Texas requests the issuance of a permanent injunction to enjoin anyactivity or contemplated activity that violates or threatens to violate any of the prohibitions in §15.05 pursuant to the Texas Business and Commerce Code § 15.20(b).355.The State of Texas requests its costs of this suit, including attorneys' fees,pursuant to Section 15.20(b) of the Texas Business and Commerce Code and Section 402.006 ofthe Texas Government Code.356.Twenty-fourth Claim for Relief: Violation of Virginia LawPlaintiff Commonwealth of Virginia incorporates the allegations of Paragraphs 1through 248 above.357. In addition to violating federal law, Defendants' acts described above violate theVirginia Antitrust Act, Va. Code § 59.1-9.1 et seq.358. Defendants engaged in the conduct described above while selling tickets,promoting concerts, and operating venues in Virginia. This anticompetitive conduct harmed fans,venues, promoters, and artists across the Commonwealth and affected commerce therein.359. Plaintiff Commonwealth of Virginia is entitled to legal and equitable remedies forthe claims alleged above, including but not limited to civil penalties under Va. Code § 59.1-9.11100

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 105 of 128and other remedies (including recovery of costs and attorney's fees) under Va. Code § 59.1-9.15,in addition to the remedies available to it under federal law as alleged above.Twenty-fifth Claim for Relief: Violation of Washington Lawabove.360.361.The state of Washington incorporates the allegations of Paragraphs 1 through 248The acts alleged in the claims for relief also constitute antitrust violationspursuant to the Washington Consumer Protection Act under Wash. Rev. Code § 19.86.030(2024) and § 19.86.040 (2024).362.Washington seeks all injunctive remedies available under federal law.363. Washington seeks the following remedies available under the WashingtonConsumer Protection Act including, without limitation, the following:a. That the Court adjudge and decree the conduct alleged in the complaint tobe unlawful and in violation of the Washington Consumer Protection Act, Wash. Rev.Code § 19.86.030 (2024) and § 19.86.040 (2024).b.Injunctive and other equitable relief pursuant to Wash. Rev. Code§ 19.86.080 (2024);C.Disgorgement and restitution pursuant to Wash. Rev. Code § 19.86.080(2024);d.e.(2024); andf.Civil penalties pursuant to Wash. Rev. Code § 19.86.140 (2024);Costs and attorney's fees pursuant to Wash. Rev. Code § 19.86.080Other remedies, including pre-judgment interest, as the court may deemappropriate under the facts and circ*mstances of the case.101

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 106 of 128364.Twenty-sixth Claim for Relief: Violation of West Virginia LawPlaintiff State of West Virginia incorporates the allegations of Paragraphs 1through 248 above.365. Defendants' acts described above violate the West Virginia Antitrust Act, see W.Va. Code § 47-18-1 et seq. These violations substantially affected the State of West Virginiaand had impacts within the State of West Virginia.366.Plaintiff State of West Virginia is entitled to all remedies available at law or inequity (including damages, injunctive relief, disgorgement, restitution, and reimbursem*nt), aswell as civil penalties under West Virginia Code § 47–18–1 et seq.367. Plaintiff State of West Virginia also is entitled to recover its costs and attorneys'fees under West Virginia Code §§ 47–18–8, -9, and -17.Twenty-seventh Claim for Relief: Violation of Wisconsin Law368. Plaintiff State of Wisconsin repeats and re-alleges and incorporates by referencethe allegations of Paragraphs 1 through 248 above as if fully set forth herein.369. The aforementioned practices by Defendants violate Wisconsin's Antitrust Act,Wis. Stat. Ch. § 133.03 et seq. These violations substantially affect the people of Wisconsin andhave impacts within the State of Wisconsin.370.Plaintiff State of Wisconsin, through its Attorney General and under its antitrustenforcement authority in Wis. Stat. Ch. 133, is entitled to all remedies available under Wis. Stat.§§ 133.03, 133.16, 133.17, and 133.18.IX.Request for Relief371.To remedy these illegal acts, Plaintiffs request that the Court:a.Adjudge and decree that Live Nation has acted unlawfully to maintain itsmonopoly in the markets for the provision of primary ticketing services to major concert102

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 107 of 128venues, the provision of primary concert ticketing services to major concert venues, andthe provision of primary concert ticketing offerings to fans at major concert venues (evenif combined with services that offer resale of concert tickets), in violation of Section 2 ofthe Sherman Act, 15 U.S.C. § 2 and the state laws cited in paragraphs 249 through 370above;b. Adjudge and decree that Live Nation has acted unlawfully by entering intolong-term exclusive primary ticketing contracts with major concert venues thatunreasonably restrain trade in the United States in violation of Section 1 of the ShermanAct, 15 U.S.C. § 1 and the state laws cited in paragraphs 249 through 370 above;c. Adjudge and decree that Live Nation has acted unlawfully by tying artists'use of Live Nation owned, controlled and exclusively-booked large amphitheaters to theirpurchase of promotional services from Live Nation in violation of Section 1 of theSherman Act, 15 U.S.C. § 1 and the state laws cited in paragraphs 249 through 370above;d. Adjudge and decree that Live Nation has acted unlawfully to maintain itsmonopoly in the market for the provision of the use of large amphitheaters and ancillaryservices to artists on large amphitheater tours, in violation of Section 2 of the ShermanAct, 15 U.S.C. § 2 and the state laws cited in paragraphs 249 through 370 above;e. Adjudge and decree that Live Nation has acted unlawfully to maintain itsmonopoly in the markets for the provision of concert booking and promotion services tomajor concert venues and the provision of promotion services to artists performing inmajor concert venues, in violation of Section 2 of the Sherman Act, 15 U.S.C. § 2 and thestate laws cited in paragraphs 249 through 370 above;103

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 108 of 128X.f.Order the divestiture of, at minimum, Ticketmaster, along with anyadditional relief as needed to cure any anticompetitive harm;g.View Group;h.Order the termination of Live Nation's ticketing agreement with OakEnjoin Live Nation from continuing to engage in anticompetitive practicesdescribed herein and from engaging in other practices with the same purpose and effectas the challenged practices;i. Enter any other preliminary or permanent relief necessary and appropriateto restore competitive conditions in the markets affected by Live Nation's unlawfulconduct;j.proper; andAward any additional relief in law or equity the Court finds just andk. Award each Plaintiff, as applicable, an amount equal to its costs, includingreasonable attorneys' fees, incurred in bringing this action.372.Demand for a Jury TrialPursuant to Federal Rule of Civil Procedure 38(b), Plaintiffs demand a trial byjury of all issues properly triable to a jury in this case.104

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 109 of 128Dated this 23d day of May, 2024.Respectfully submitted,FOR PLAINTIFF UNITED STATES OF AMERICA:JONATHAN S. KANTERAssistant Attorney General for AntitrustDOHA G. MEKKIPrincipal Deputy Assistant Attorney Generalfor AntitrustANDREW J. FORMANDeputy Assistant Attorney GeneralHETAL J. DOSHIDeputy Assistant Attorney GeneralRYAN DANKSDirector of Civil EnforcementCATHERINE K. DICKActing Director of LitigationMIRIAM R. VISHIODeputy Director of Civil EnforcementOWEN M. KENDLERChief, Financial Services, Fintech, & BankingSectionMEAGAN K. BELLSHAWAssistant Chief, Financial Services, Fintech, &Banking Section/s/Bonny SweeneyBONNY SWEENEYSEANA BUZBEEALEX COHENBRITTNEY DIMONDJONATHAN GOLDSMITHMATTHEW HUPPERTCOLLIER KELLEYSARAH LICHTARIANNA MARKELJENNIFER ROUALETCHINITA SINKLERJOHN R. THORNBURGH IIROBERT VANCEAttorneysUnited States Department of JusticeAntitrust Division450 Fifth Street N.W., Suite 4000Washington, DC 20530Telephone: (202) 725-0165Facsimile: (202) 514-7308Email: Bonny.Sweeney@usdoj.govAttorneys for the United States105

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 110 of 128FOR PLAINTIFF STATE OF ARIZONA:KRISTIN K. MAYESATTORNEY GENERAL/s/ Robert A. BernheimROBERT A. BERNHEIM(pro hac vice forthcoming)CONNOR NOLAN(pro hac vice forthcoming)Office of the Arizona Attorney GeneralConsumer Protection & Advocacy Section2005 N. Central AvenuePhoenix, AZ 85004Telephone: (602) 542-3725Fax: (602) 542-4377Robert.Bernheim@azag.govConnor.Nolan@azag.govAttorneys for Plaintiff State of ArizonaFOR PLAINTIFF STATE OF ARKANSAS:TIM GRIFFINATTORNEY GENERALPor: Amanda & WeathBy:Amanda J. Wentz, Ark. Bar No. 2021066Assistant Attorney General2021066Arkansas Attorney General's Office323 Center Street, Suite 200Little Rock, AR 72201Phone: (501) 682-1178Fax: (501) 682-8118Email: amanda.wentz@arkansasag.gov(pro hac vice forthcoming)Attorneys for Plaintiff State of Arkansas106

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 111 of 128FOR PLAINTIFF STATE OF CALIFORNIA:ROB BONTAAttorney General/s/ Paula Lauren GibsonPAULA L. BLIZZARD, Senior Assistant Attorney GeneralNATALIE S. MANZO, Supervising Deputy Attorney GeneralPAULA LAUREN GIBSON, Deputy Attorney General(CA Bar No. 100780)Office of the Attorney GeneralCalifornia Department of Justice300 South Spring Street, Suite 1702Los Angeles, CA 90013Tel: (213) 269-6040Email: paula.gibson@doj.ca.govAttorneys for Plaintiff State of CaliforniaPro hac vice application forthcomingFOR PLAINTIFF STATE OF COLORADO:PHILIP J. WEISERAttorney GeneralConor MayCONOR J. MAYAssistant Attorney General(Pro Hac Vice Forthcoming)BRYN A. WILLIAMSFirst Assistant Attorney GeneralJONATHAN B. SALLETSpecial Assistant Attorney GeneralARIC SMITHAssistant Attorney General(Pro Hac Vice Forthcoming)Colorado Department of Law1300 Broadway, 7th FloorDenver, CO 80203Telephone: (720) 508-6000Email: Conor.May@coag.govBryn. Williams@coag.gov107

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 112 of 128Jon.Sallet@coag.govAric.Smith@coag.govAttorneys for the Plaintiff State of ColoradoFOR PLAINTIFF STATE OF CONNECTICUT:WILLIAM TONGATTORNEY GENERAL OF CONNECTICUTJeremy PearlmanAssociate Attorney GeneralEmail: Jeremy.pearlman@ct.gov/s/ Nicole DemersNicole DemersDeputy Associate Attorney GeneralEmail: nicole.demers@ct.gov(pro hac vice forthcoming)/s/ Kim Carlson McGeeKim Carlson McGeeAssistant Attorney GeneralEmail: kim.mcgee@ct.gov(pro hac vice forthcoming)/s/ Rahul A. DarwarRahul A. DarwarAssistant Attorney GeneralEmail: rahul.darwar@ct.gov(pro hac vice forthcoming)Office of the Attorney General of Connecticut165 Capitol AvenueHartford, CT 06106Telephone: 860-808-5030Attorneys for Plaintiff State of ConnecticutFOR PLAINTIFF DISTRICT OF COLUMBIA:BRIAN L. SCHWALBAttorney General108

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 113 of 128JENNIFER C. JONESDeputy Attorney GeneralPublic Advocacy DivisionBETH MELLENWILLIAM F. STEPHENSAssistant Deputy Attorneys GeneralPublic Advocacy Division/s/ Amanda HamiltonAmanda HamiltonAssistant Attorney GeneralAmanda. Hamilton@dc.gov(pro hac vice forthcoming)Adam GitlinChief, Antitrust and Nonprofit Enforcement SectionAdam.Gitlin@dc.gov(pro hac vice forthcoming)Cole NiggemanAssistant Attorney GeneralCole.Niggeman@dc.gov(pro hac vice forthcoming)Office of the Attorney General for the District of Columbia400 6th Street NWWashington, D.C. 20001Attorneys for Plaintiff District of ColumbiaFOR PLAINTIFF STATE OF FLORIDA:ASHLEY MOODYATTORNEY GENERAL OF FLORIDA/s/Lizabeth A. BradyLizabeth A. BradyDirector, Antitrust DivisionLiz.Brady@myfloridalegal.comLee IstrailAssistant Attorney GeneralLee.Istrail@myfloridalegal.com109

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 114 of 128(pro hac vice forthcoming)Nicole A. SarrineAssistant Attorney GeneralNicole.Sarrine@myfloridalegal.com(pro hac vice forthcoming)Tyler A. KovacsAssistant Attorney GeneralTyler.Kovacs@myfloridalegal.com(pro hac vice forthcoming)Florida Office of the Attorney GeneralPL-01 The CapitolTallahassee, FL 32399-1050850-414-3300Attorneys for Plaintiff State of FloridaFOR PLAINTIFF STATE OF ILLINOIS:KWAME RAOULAttorney GeneralRRichard S. SchultzAssistant Attorney GeneralRichard.Schultz@ilag.govDaniel BetancourtAssistant Attorney GeneralDaniel.Betancourt@ilag.govOffice of the Illinois Attorney General115 S. LaSalle Street, Floor 23Chicago, IL 60603Tel: (872) 272-0996Fax: (312) 814-4902Attorneys for Plaintiff State of IllinoisPro hac vice applications forthcoming110

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 115 of 128FOR PLAINTIFF STATE OF MARYLAND:ANTHONY G. BROWNAttorney General/s/ Schonette J. WalkerSchonette J. WalkerAssistant Attorney GeneralChief, Antitrust Divisionswalker@oag.state.md.usGary HonickAssistant Attorney GeneralDeputy Chief, Antitrust Divisionghonick@oag.state.md.usByron WarrenAssistant Attorney Generalbwarren@oag.state.md.us200 St. Paul Place, 19th floorBaltimore, Maryland 21202(410) 576-6470(Pro hac vice applications forthcoming)Attorneys for Plaintiff State of MarylandFOR PLAINTIFF COMMONWEALTH OF MASSACHUSETTS:ANDREA JOY CAMPBELLATTORNEY GENERAL/s/ Katherine W. KremsKATHERINE W. KREMS (MA Bar # 710455)Assistant Attorney General, Antitrust Division(pro hac vice forthcoming)MICHAEL B. MACKENZIE (MA Bar # 683305)Deputy Chief, Antitrust DivisionWILLIAM T. MATLACK (MA Bar # 552109)Chief, Antitrust DivisionOffice of the Massachusetts Attorney GeneralOne Ashburton Place, 18th FloorBoston, MA 02108111

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 116 of 128Tel: (617) 963-2180Email: Katherine.Krems@mass.govAttorneys for Plaintiff Commonwealth of MassachusettsFOR PLAINTIFF STATE OF MICHIGAN:DANA NESSELAttorney General of Michiganfo.JASON R. EVANSDivision ChiefCorporate Oversight DivisionEvansJ@michigan.govJONATHAN S. COMISHAssistant Attorney GeneralCorporate Oversight DivisionComishJ@michigan.govLeannLEANN D. SCOTTAssistant Attorney GeneralCorporate Oversight DivisionScottL21@michigan.govMichigan Department of Attorney General525 W Ottawa St.Lansing, MI 48933Telephone: 517-335-7622112

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 117 of 128Attorneys for Plaintiff State of MichiganPro hac vice application forthcomingFOR PLAINTIFF STATE OF MINNESOTA:KEITH ELLISONATTORNEY GENERALJAMES CANADAYDeputy Attorney General/s/ Katherine A. MoerkeKATHERINE A. MOERKE(pro hac vice motion forthcoming)ELIZABETH ODETTE(pro hac vice motion forthcoming)ZACH BIESANZAssistant Attorneys GeneralOffice of the Minnesota Attorney GeneralSuite 1400445 Minnesota StreetSt. Paul, MN 55101Telephone: (651) 757-1433Fax: (651) 296-9663katherine.moerke@ag.state.mn.uselizabeth.odette@ag.state.mn.uszach.biesanz@ag.state.mn.usAttorneys for Plaintiff State of MinnesotaFOR PLAINTIFF STATE OF NEVADA:AARON D. FORDNevada Attorney GeneralERNEST D. FIGUEROAConsumer Advocate/s/ Lucas J. TuckerLucas J. TuckerSenior Deputy Attorney General (NV Bar No. 10252)113

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 118 of 128LTucker@ag.nv.govMichelle C. BadorineSenior Deputy Attorney General (NV Bar No. 13206)MBadorine@ag.nv.govOffice of the Nevada Attorney GeneralBureau of Consumer Protection8945 West Russell Road., Suite 204Las Vegas, Nevada 89148Tel: 702-486-3256Attorneys for Plaintiff State of NevadaFOR PLAINTIFF STATE OF NEW HAMPSHIRE:JOHN M. FORMELLAATTORNEY GENERAL/s/Zachary FrishZachary Frish(pro hac vice forthcoming)Assistant Attorney GeneralConsumer Protection and Antitrust BureauNew Hampshire Department of JusticeOne Granite Place SouthConcord, NH 03301603-271-3658Zachary.A.Frish@doj.nh.govAttorney for Plaintiff State of New HampshireFOR PLAINTIFF STATE OF NEW JERSEY:MATTHEW J. PLATKINAttorney General of New JerseyIsabella Pitt(pro hac vice forthcoming)Assistant Section Chief - AntitrustIsabella.Pitt@law.njoag.gov114

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 119 of 128/s/ Yale LeberYale Leber(pro hac vice forthcoming)Deputy Attorney GeneralYale.Leber@law.njoag.govAndrew Esoldi(pro hac vice forthcoming)Deputy Attorney GeneralAndrew.Esoldi@law.njoag.govNew Jersey Office of the Attorney General124 Halsey Street, 5th FloorNewark, NJ 07101(973) 648-3070Attorneys for Plaintiff State of New JerseyFOR PLAINTIFF STATE OF NEW YORK:LETITIA JAMESATTORNEY GENERAL OF NEW YORK/s/ Jeremy R. KashaJeremy R. KashaAssistant Attorney GeneralJeremy.Kasha@ag.ny.govAmy E. McFarlaneDeputy Chief, Antitrust BureauAmy.McFarlane@ag.ny.govElinor R. HoffmannChief, Antitrust BureauElinor.Hoffmann@ag.ny.govChristopher D'AngeloChief Deputy Attorney GeneralEconomic Justice DivisionChristopher.D'Angelo@ag.ny.gov(pro hac vice forthcoming)115

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 120 of 128New York State Office of the Attorney General28 Liberty StreetNew York, NY 10005212-416-8262Attorneys for Plaintiff State of New YorkFOR PLAINTIFF STATE OF NORTH CAROLINA:JOSHUA H. STEINATTORNEY GENERAL/s/Jasmine S. McGheeJasmine S. McGheeSenior Deputy Attorney GeneralDirector, Consumer Protection DivisionJMcghee@ncdoj.gov(pro hac vice forthcoming)Sarah G. BoyceDeputy Attorney General & General CounselSBoyce@ncdoj.gov(pro hac vice forthcoming)North Carolina Department of JusticePost Office Box 629Raleigh, North Carolina 27602Phone: (919) 716-6000Facsimile: (919) 716-6050Attorneys for Plaintiff State of North CarolinaFOR PLAINTIFF STATE OF OHIO:DAVE YOSTOHIO ATTORNEY GENERAL/s/Sarah MaderSarah Mader (pro hac vice forthcoming)Assistant Attorney General, Antitrust SectionSarah.Mader@OhioAGO.gov116

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 121 of 128Edward W. Mehrer III (pro hac vice forthcoming)Assistant Attorney General, Antitrust SectionTrey.Mehrer@OhioAGO.govErik ClarkDeputy Attorney General for Major LitigationBeth A. FinnertySection Chief, Antitrust SectionOffice of the Ohio Attorney General30 E. Broad St., 26th FloorColumbus, OH 43215Telephone: (614) 466-4328Attorneys for Plaintiff State of OhioFOR PLAINTIFF STATE OF OKLAHOMA:GENTNER DRUMMONDAttorney General of OklahomaCally. SmuckCALEB J. SMITHAssistant Attorney GeneralConsumer Protection UnitOffice of the Oklahoma Attorney General15 West 6th StreetSuite 1000Tulsa, OK 74119Telephone: 918-581-2230Email: caleb.smith@oag.ok.govAttorneys for Plaintiff State of OklahomaPro hac vice application forthcoming117

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 122 of 128FOR PLAINTIFF STATE OF OREGON:Ellen F. RosenblumOregon Attorney General/s/Tim NordTIM NORDSpecial CounselTim.D.Nord@doj.oregon.gov(pro hac vice forthcoming)Civil Enforcement DivisionOregon Department of Justice1162 Court Street NESalem, Oregon 97301Tel: (503) 934-4400Fax: (503) 378-5017Attorneys for Plaintiff State of OregonFOR PLAINTIFF COMMONWEALTH OF PENNSYLVANIA:MICHELLE A. HENRYAttorney GeneralJames A. Donahue, IIIFirst Deputy Attorney Generaljdonahue@attorneygeneral.govMark A. PacellaExecutive Deputy Attorney GeneralPublic Protection Divisionmpacella@attorneygeneral.gov/s/ Tracy W. WertzTracy W. WertzChief Deputy Attorney GeneralAntitrust Sectiontwertz@attorneygeneral.gov(pro hac vice forthcoming)Joseph S. BetskoAssistant Chief Deputy Attorney General118

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 123 of 128Antitrust Sectionjbetsko@attorneygeneral.gov(pro hac vice forthcoming)Jennifer A. ThomsonSenior Deputy Attorney GeneralAntitrust Sectionjthomson@attorneygeneral.gov(pro hac vice forthcoming)Pennsylvania Office of Attorney GeneralStrawberry Square, 14th FloorHarrisburg, PA 17120Phone: (717) 787-4530Attorneys for Plaintiff Commonwealth of PennsylvaniaFOR PLAINTIFF STATE OF RHODE ISLAND:PETER F. NERONHAAttorney General/s/ Stephen N. ProvazzaStephen N. ProvazzaAssistant Attorney GeneralChief, Consumer and Economic Justice Unit(pro hac vice forthcoming)Paul T.J. MeoskySpecial Assistant Attorney GeneralOffice of the Attorney General – State of Rhode Island(pro hac vice forthcoming)150 South Main StreetProvidence, RI 02903(401) 274-4400 (telephone)(401) 222-2995 (fax)sprovazza@riag.ri.govpmeosky@riag.ri.gov-Attorneys for Plaintiff State of Rhode Island119

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 124 of 128FOR PLAINTIFF STATE OF SOUTH CAROLINA:ALAN M. WILSONATTORNEY GENERAL OF SOUTH CAROLINA/s/ Alan M. WilsonALAN M. WILSON, Fed. ID # 10457Attorney General of South CarolinaW. JEFFREY YOUNG, Fed. ID # 6122Chief Deputy Attorney GeneralC. HAVIRD JONES, JR., Fed. ID # 2227Senior Assistant Deputy Attorney GeneralSJones@scag.govJARED Q. LIBET, Fed. ID # 9882Assistant Deputy Attorney GeneralJLibet@scag.govDANIELLE A. ROBERTSON, Fed. ID # 14007Assistant Attorney GeneralDaniRobertson@scag.gov(pro hac vice forthcoming)OFFICE OF THE ATTORNEY GENERAL OF SOUTH CAROLINAP.O. Box 11549Columbia, South Carolina 29211(803) 734-0274Attorneys for Plaintiff State of South CarolinaFOR PLAINTIFF STATE OF TENNESSEE:JONATHAN SKRMETTIAttorney General and Reporter/s/ J. David McDowellJ. DAVID MCDOWELLDeputy, Consumer Protection DivisionHAMILTON MILLWEE120

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 125 of 128MARILYN GUIRGUISTYLER CORCORANAssistant Attorneys GeneralOffice of the Attorney General and ReporterP.O. Box 20207Nashville, TN 38202Telephone: 615-741-8722Email: David.McDowell@ag.tn.govHamilton.Millwee@ag.tn.govMarilyn.Guirguis@ag.tn.govTyler.Corcoran@ag.tn.govAttorneys for Plaintiff State of TennesseePro Hac Vice Motions ForthcomingFOR PLAINTIFF STATE OF TEXAS:KEN PAXTONAttorney General/s/ Trevor E. D. YoungBRENT WEBSTERFirst Assistant Attorney GeneralJAMES LLOYDDeputy Attorney General for Civil LitigationTREVOR YOUNG (pro hac vice forthcoming)Deputy Chief, Antitrust DivisionDIAMANTE SMITH (pro hac vice forthcoming)Assistant Attorney General, Antitrust DivisionOffice of the Attorney General of TexasP.O. Box 12548Austin, TX 78711-2548(512) 936-1674Attorneys for Plaintiff State of Texas121

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 126 of 128FOR PLAINTIFF COMMONWEALTH OF VIRGINIA:JASON S. MIYARESAttorney General of VirginiaSTEVEN G. POPPSDeputy Attorney GeneralCivil Division/s/ David C. SmithTYLER T. HENRY (pro hac vice forthcoming)Senior Assistant Attorney GeneralDAVID C. SMITH (pro hac vice forthcoming)Assistant Attorney GeneralCHANDLER P. CRENSHAW (pro hac vice forthcoming)Assistant Attorney GeneralOffice of the Attorney General of Virginia202 North 9th StreetRichmond, Virginia 23219Telephone: (804) 786-2071Facsimile: (804) 786-0122Email: THenry@oag.state.va.usDSmith@oag.state.va.usCCrenshaw@oag.state.va.usAttorneys for Plaintiff Commonwealth of VirginiaFOR PLAINTIFF STATE OF WASHINGTON:ROBERT W. FERGUSONAttorney Generals/Rachel A. LumenRACHEL LUMEN, WSBA No. 47918Assistant Attorney General800 Fifth Avenue, Suite 2000Seattle, WA 98104-3188206.464.5343Rachel.Lumen@atg.wa.gov(pro hac vice forthcoming)122

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 127 of 128Attorney for the Plaintiff State of WashingtonFOR PLAINTIFF STATE OF WEST VIRGINIA:PATRICK MORRISEYATTORNEY GENERAL OF WEST VIRGINIA/s/Douglas L. DavisDouglas L. DavisSenior Assistant Attorney Generaldouglas.l.davis@wvago.gov(pro hac vice forthcoming)Ann L. HaightDirector and Deputy Attorney GeneralConsumer Protection and Antitrust Divisionann.l.haight@wvago.govWest Virginia Office of the Attorney General1900 Kanawha Boulevard EastCapitol ComplexBuilding 6, Suite 401Charleston, WV 25305(tel) 304-558-8986(fax) 304-559-0184Attorneys for Plaintiff State of West VirginiaFOR PLAINTIFF STATE OF WISCONSIN:JOSHUA L. KAULATTORNEY GENERAL OF WISCONSIN/s/ Laura E. McFarlaneLaura E. McFarlaneAssistant Attorney Generalmcfarlanele@doj.state.wi.us(pro hac vice forthcoming)123

Case 1:24-cv-03973 Document 1 Filed 05/23/24 Page 128 of 128Wisconsin Department of JusticePost Office Box 7857Madison, Wisconsin 53707(608) 266-8911Attorneys for Plaintiff State of WisconsinFOR PLAINTIFF STATE OF WYOMING:BRIDGET HILLATTORNEY GENERAL OF WYOMING/s/ William T. YoungWilliam T. YoungAssistant Attorney GeneralWilliam.Young@wyo.gov(pro hac vice forthcoming)Wyoming Attorney General's Office109 State CapitolCheyenne, WY 82002(307) 777-7841Attorneys for the Plaintiff State of Wyoming124