Can you read it? You must read it, no dream mr. Mazo!
" EX-2.1 2 13da9exh-2_1.htm PROPOSAL LETTER
Exhibit 2.1
Robert F.X. Sillerman
October 14, 2015
The Board of Directors
SFX Entertainment, Inc.
902 Broadway 15th Fl
New York, NY 10010
Dear Sirs and Madams:
I am pleased to submit a proposal to acquire, through one or more acquisition vehicles ("Acquiror"), those shares of SFX Entertainment, Inc. (the "Company") that I do not already own in an all-cash transaction for a price per share of up to $3.25 on the terms set forth below.
Under the proposed transaction, stockholders of the Company would receive at closing up to $2.25 in cash per share and a non-tradeable contingent payment right (CPR) entitling the holder to receive up to an additional $1.00 per share in cash upon a future sale of the Company. Under the terms of the CPR, the holders would receive in the aggregate 10% of the common equity value of the Company based on the price paid in such sale (or if the Company is not sold within five years of closing, 10% of the appraised common equity value of the Company), up to an aggregate of $100 million. The upfront payment will be constituted of $1.75 plus 100% of the payment I will receive applied pro rata to all shareholders, up to $50MM, for the credit and other support I have provided to the Company...."
