Case MFW Doc 682 Filed 05/27/16 Page 1 of 17 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case MFW Doc 682 Filed 05/27/16 Page 1 of 17 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SFX ENTERTAINMENT, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Hearing Date: June 22, 2016 at 11:30 a.m. Objection Deadline: June 15, 2016 at 4:00 p.m. MOTION OF THE DEBTORS FOR ENTRY OF AN ORDER EXTENDING THE EXCLUSIVE PERIODS DURING WHICH THE DEBTORS MAY FILE AND SOLICIT ACCEPTANCES OF A PLAN OF REORGANIZATION The above-captioned debtors and debtors-in-possession (collectively, the Debtors ) hereby move this Court (the Motion ) for entry of an order (the Order ), in substantially the form attached hereto, pursuant to section 1121(d) of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ), and Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ): (i) extending the period within which only the Debtors may file a plan of reorganization as set forth in section 1121(b)(2) of the Bankruptcy Code (the Exclusive Filing Period ) through and including August 29, 2016, and (ii) extending the period within which only 1 The Debtors in these Chapter 11 Cases, along with the last four (4) digits of each Debtor s federal tax identification number, if applicable, are: 430R Acquisition LLC (7350); Beatport, LLC (1024); Core Productions LLC (3613); EZ Festivals, LLC (2693); Flavorus, Inc. (7119); ID&T/SFX Mysteryland LLC (6459); ID&T/SFX North America LLC (5154); ID&T/SFX Q-Dance LLC (6298); ID&T/SFX Sensation LLC (6460); ID&T/SFX TomorrowWorld LLC (7238); LETMA Acquisition LLC (0452); Made Event, LLC (1127); Michigan JJ Holdings LLC (n/a); SFX Acquisition, LLC (1063); SFX Brazil LLC (0047); SFX Canada Inc. (7070); SFX Development LLC (2102); SFX EDM Holdings Corporation (2460); SFX Entertainment, Inc. (0047); SFX Entertainment International, Inc. (2987); SFX Entertainment International II, Inc. (1998); SFX Intermediate Holdco II LLC (5954); SFX Managing Member Inc. (2428); SFX Marketing LLC (7734); SFX Platform & Sponsorship LLC (9234); SFX Technology Services, Inc. (0402); SFX/AB Live Event Canada, Inc. (6422); SFX/AB Live Event Intermediate Holdco LLC (8004); SFX/AB Live Event LLC (9703); SFX-94 LLC (5884); SFX-Disco Intermediate Holdco LLC (5441); SFX-Disco Operating LLC (5441); SFXE IP LLC (0047); SFX-EMC, Inc. (7765); SFX-Hudson LLC (0047); SFX-IDT N.A. Holding II LLC (4860); SFX-LIC Operating LLC (0950); SFX-IDT N.A. Holding LLC (2428); SFX-Nightlife Operating LLC (4673); SFX- Perryscope LLC (4724); SFX-React Operating LLC (0584); Spring Awakening, LLC (6390); SFXE Netherlands Holdings Coöperatief U.A. (6812); SFXE Netherlands Holdings B.V. (6898). The Debtors business address is 902 Broadway, 15 th Floor, New York, NY

2 Case MFW Doc 682 Filed 05/27/16 Page 2 of 17 the Debtors may solicit acceptances of a plan of reorganization as set forth in section 1121(c)(3) of the Bankruptcy Code (the Exclusive Solicitation Period and, together with the Exclusive Filing Period, the Exclusive Periods ), through and including October 28, In support of this Motion, the Debtors respectfully state as follows: Status of the Case 1. On February 1, 2016 (the Petition Date ), the Debtors commenced these cases (the Chapter 11 Cases ) by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. 2. The Debtors have continued in possession of their properties and are operating and managing their businesses as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 3. On February 12, 2016, an official committee of unsecured creditors (the Committee ) was formed in these Chapter 11 Cases [Docket No. 99]. 4. No request has been made for the appointment of a trustee or examiner. Jurisdiction, Venue and Statutory Predicates 5. The Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and Venue is proper in this district pursuant to 28 U.S.C and This matter is core within the meaning of 28 U.S.C. 157(b)(2). 6. The statutory predicates for the relief requested herein are sections 105 and 1121(d) of the Bankruptcy Code and Local Rule

3 Case MFW Doc 682 Filed 05/27/16 Page 3 of 17 Background A. General Background 7. The Debtors along with their non-debtor affiliates (collectively, SFX ) are a leading producer of live events and digital entertainment content focused exclusively on electronic music culture. The Debtors commenced material operations in 2012 with the intent of acquiring and operating companies within the electronic dance music ( EDM ) industry, specifically those engaged in the promotion and production of live music events, festivals and digital offerings attractive to EDM fans in the United States and abroad. Over the next three years, the Debtors acquired a number of leading EDM brands, such as TomorrowWorld, Beatport, Mysteryland, Sensation and Electric Zoo, and expanded operations worldwide. 8. Today, the Debtors are actively engaged in the production and promotion of EDM festivals and events both domestically and abroad. In addition, Debtors manage large, event-driven nightclubs that serve as venues for performances by key electronic music talent. 9. The Debtors and their 120 non-debtor subsidiaries operate a business that spans the globe, with operations in over 30 countries. The Debtors constitute substantially all of the domestic companies comprising SFX s business as well as select foreign subsidiaries. 10. The Debtors capital structure is highly levered. In 2015, the Debtors began to face significant liquidity issues. The Debtors moreover needed to contend with a number of issues to restructure their businesses, including resolving disputes with foreign creditors that operated SFX s operations abroad, canceling unprofitable concerts, and selling assets that were no longer core to SFX s operations. While the Debtors attempted to enhance liquidity through a September 2015 financing and potential sales of non-strategic assets, the Debtors concluded that they needed to restructure their liabilities through a bankruptcy process. 3

4 Case MFW Doc 682 Filed 05/27/16 Page 4 of A detailed factual background of the Debtors businesses and operations, as well as the events precipitating the commencement of these Chapter 11 Cases, is more fully set forth in the Declaration of Michael Katzenstein in Support of the Debtors Chapter 11 Petitions and Requests for First Day Relief (the First Day Declaration ) [Docket No. 13] filed on the Petition Date and incorporated herein by reference. B. The Chapter 11 Cases and Exclusivity i. Actions Taken by the Debtors Since the Petition Date a. Financing and Stabilizing Operations 12. The Debtors obtained DIP financing to fund the Debtors operations in these Chapter 11 Cases. On March 8, 2016, this Court entered a final order approving the Debtors DIP financing (the DIP Order ) [Docket No. 203]. The Debtors have worked with their DIP lenders on reviewing upcoming shows and festivals and sizing the operating budget. Pursuant to the DIP Order, the Debtors have provided financial and operational information to the DIP lenders on a regular basis. 13. As part of the DIP Order, the Debtors also negotiated an operational carve out of $15 million to pay artist and agency fees to help ensure the success of their upcoming festivals, events and club shows. The profitability of these shows hinges, in significant part, on the artists that perform at the shows and the artists ability to attract large numbers of fans. The Debtors and their professionals have therefore devoted significant time to ensure that these relationships are kept intact. Accordingly, the Debtors entered into artist carve out agreements with various artist agencies and assumed certain artist agreements, which this Court approved on April 4, 2016 [Docket No. 339], and have since entered into new artist agreement for their events. 4

5 Case MFW Doc 682 Filed 05/27/16 Page 5 of Since the Petition Date, the Debtors also sought to address operational challenges with respect to non-debtor foreign subsidiaries in Europe. Among those challenges have been the actions taken by certain foreign creditors who also are operators of the Debtors foreign operations in Europe. The Debtors European entities are vital to SFX s business as they are the driving creative force behind the majority of the Debtors live events and festivals. 15. The Debtors entered into a settlement agreement with the sellers of Paylogic Holding B.V., which handles ticketing services for certain SFX entities. The settlement agreement resolved a number of disputes, including cross-border enforceability of the automatic stay. On March 18, 2016, this Court entered an order approving the Paylogic settlement agreement [Docket No. 253]. 16. Additionally, the Debtors entered into a settlement agreement with the sellers of Alda Holding B.V. After the bankruptcy filing, the Alda sellers executed a seizure of Debtor SFXE Netherlands Holdings B.V. property. The Alda sellers asserted that the Chapter 11 Cases and the associated automatic stay did not impact the sellers ability to enforce their rights in the Netherlands. After months of negotiations, the parties entered into a settlement agreement resolving all of their disputes, and filed a motion seeking approval of the settlement on May 5, 2016 [Docket No. 562], which this Court approved on May 26, 2016 [Docket No. 667]. 17. The Debtors have also expanded FTI Consulting s ( FTI ) role to represent the Debtors interests in connection with SFX-Totem Operating Pty Ltd ( SFX-Totem ), an Australian company wholly owned by SFX Entertainment, Inc. FTI professionals out of FTI s Australian offices serve as the interim management team for SFX-Totem. With the Debtors consent, SFX-Totem has been placed into a receivership to ensure an orderly administration of that entity. 5

6 Case MFW Doc 682 Filed 05/27/16 Page 6 of 17 b. Sale of Non-Core Assets 18. Since the Petition Date, the Debtors have undertaken three separate sale processes for businesses deemed to be non-core: Fame House (held by Debtor SFX-Marketing LLC), Debtor Beatport, LLC, and Debtor Flavorus, Inc. After a marketing process for each of these assets, the Debtors extended the time for potential purchasers to conduct due diligence and bid on the assets. The sale processes required the Debtors professionals to expend substantial time and resources at the outset of the bankruptcy cases to market the assets, prepare data rooms, negotiate with prospective purchasers, and draft purchase agreements. 19. On May 26, 2016, the Debtors successfully sold the Fame House assets [Docket No. 666]. The Debtors and their professionals continue to market the remaining non-core assets and negotiate with prospective purchasers. c. Development and Implementation of the Business Plan 20. The Debtors worked with FTI to develop a business plan to incorporate significant cost savings initiatives. To support the business plan, the Debtors have made a number of operational changes that have had a positive impact on the Debtors operations, including selling non-core assets and streamlining their workforce by reducing duplicative or otherwise unnecessary positions. 21. The Debtors moreover retained Jones Lang LaSalle ( JLL ) as their real estate broker [Docket No. 647]. JLL has actively marketed SFX s lease for its corporate headquarters in New York to third parties. JLL is also assisting the Debtors in locating new office space. d. Unsecured Creditors Committee and Bar Date 22. Shortly after the Committee s appointment, on or about March 2, 2016, the Debtors and their advisors met with the Committee and its advisors. The Debtors continue to keep the Committee informed of the developments in these Chapter 11 Cases and provide 6

7 Case MFW Doc 682 Filed 05/27/16 Page 7 of 17 weekly reports and financial information to the Committee. The Debtors and the Committee moreover have worked together to resolve outstanding issues with the Debtors motions that have been filed and approved to date. The Committee supports this extension of the Exclusive Periods. 23. The Debtors have taken additional actions since the Petition Date to facilitate the resolution of these Chapter 11 Cases. In order to evaluate the universe of claims asserted against the Debtors, the Debtors obtained an order fixing the general bar date of May 17, 2016 and a governmental unit bar date of August 1, 2016 [Docket No. 351]. The Debtors and their professionals have begun to review and reconcile filed claims. ii. The Debtors Reorganization Efforts 24. The Debtors have made tremendous progress thus far in these Chapter 11 Cases in improving their operations, developing the baseline business plan to support the reorganization, settling certain disputes with foreign creditors, and marketing and selling non-core assets. Notwithstanding these significant achievements during the first four months of these Chapter 11 Cases, there remain a number of issues to be addressed, before the Debtors can file a plan of reorganization to resolve these Chapter 11 Cases. The Debtors propose to utilize the extension of the Exclusive Periods requested herein (and any subsequent extensions) to continue to develop their business plan and a chapter 11 plan. Relief Requested 25. By this Motion, the Debtors respectfully request, pursuant to section 1121(d) of the Bankruptcy Code, that this Court extend the Exclusive Filing Period by ninety (90) days through and including August 29, 2016 and the Exclusive Solicitation Period by ninety (90) days through and including October 28, This is the Debtors first request for an extension of the 7

8 Case MFW Doc 682 Filed 05/27/16 Page 8 of 17 Exclusive Periods and the request is made without prejudice to the Debtors right to seek further extensions of exclusivity. Basis for Relief A. The Exclusive Periods May Be Extended for Cause 26. The principal goal of chapter 11 is the successful rehabilitation of a debtor s business. NLRB v. Bildisco & Bildisco, 465 U.S. 513, 527 (1984); United States v. Whiting Pools, Inc., 462 U.S. 198, 203 (1983). A considered and consensual plan of reorganization is an integral component of this rehabilitee, and one which poses the added benefits of avoiding lengthy and costly litigation, reducing the bankruptcy court s administrative burden, and increasing the overall distribution to creditors and equity security holders. See Chaim Fortgang & Thomas Mayer, Valuation in Bankruptcy, 32 UCLA L. Rev. 1061, (1985). 27. Toward this end, and pursuant to section 1121(b) of the Bankruptcy Code, a debtor has the exclusive right to file a plan of reorganization for a period of one hundred twenty (120) days after the petition date. See 11 U.S.C. 1121(b). If a debtor files a plan within the 120-day exclusivity period, section 1121(c)(3) of the Bankruptcy Code provides sixty (60) additional days during which the debtor has the exclusive right to solicit votes with respect to such plan. See 11 U.S.C. 1121(c)(3). The purpose of these exclusive periods is to permit debtors time to stabilize their operations, formulate a reorganization plan and negotiate with creditors based on the theory that the debtors are in the best position, given their knowledge of their business and the creditor base, to propose a workable plan. See H.R. Rep. No , 95 th Cong., 1st Sess., (1978), reprinted in 1978 U.S.C.C.A.N. 5963, ; see also In re Clamp-All Corp. 233 B.R. 198, 207 (Bankr. D. Mass. 1999). 8

9 Case MFW Doc 682 Filed 05/27/16 Page 9 of Under section 1121(d) of Bankruptcy Code, the Court may extend these exclusive periods for cause. Specifically, section 1121(d) of the Bankruptcy Code provides: (1) Subject to paragraph (2), on request of a party in interest made within the respective periods specified in subsections (b) and (c) of this section and after notice and a hearing, the court may for cause reduce or increase the 120-day period or the 180-day period referred to in this section. (2) (A) The 120-day period specified in paragraph (1) may not be extended beyond a date that is 18 months after the date of the order for relief under this chapter. (B) The 180-day period specified in paragraph (1) may not be extended beyond date that is 20 months after the date of the order for relief under this chapter. 11 U.S.C. 1121(d). The decision of whether to grant a request to extend the exclusivity periods lies within the sound discretion of the bankruptcy court. See First Am. Bank of N.Y. v. Sw. Gloves & Safety Equip., Inc., 64 B.R. 963, 965 (D. Del. 1986); In re Amko Plastics, Inc., 197 B.R. 74, 77 (Bankr. S.D. Ohio 1996); H.R. Rep. No , at 231, 232 (1978), reprinted in 1978 U.S.C.C.A.N. 5963, 6191 ( [t]he court is given the power, though, to increase or reduce the 120-day period depending on the circumstances of the case ). The Bankruptcy Code does not define cause or establish criteria to be considered in ruling on a motion to extend exclusivity. However, Congress contemplated that bankruptcy courts would apply the exclusivity provisions flexibly so as to promote the orderly, consensual and successful reorganization of a debtor s affairs. See H.R. Rep. No , at 232 (1977). 29. Whether cause exists in any situation is determined on a case-by-case basis, and the pertinent factors, depends largely upon the factual nature of the case before the court. The following factors have been considered by courts in determining whether cause exists to grant an extension of the exclusivity periods: (i) the size and complexity of the debtor s case; 9

10 Case MFW Doc 682 Filed 05/27/16 Page 10 of 17 (ii) (iii) (iv) (v) plan; (vi) (vii) the necessity of sufficient time to negotiate and prepare adequate information; the existence of good faith progress toward reorganization; whether the debtor is paying its bills as they come due; whether the debtor has demonstrated reasonable prospects for filing a viable whether the debtor has made progress negotiating with creditors; the length of time a case has been pending; (viii) whether the debtor is seeking to extend exclusivity to pressure creditors to accede to [the debtors ] reorganization demands; (ix) the existence of an unresolved contingency (e.g., ongoing negotiations that will not conclude within the exclusive periods, but where the subject matter of the negotiations is vital to reorganization and, if successful, the negotiations would likely enable the debtor to file a successful plan of reorganization). In re Cent. Jersey Airport Servs., 282 B.R. 176, 184 (Bankr. D.N.J. 2002); In re Adelphia Commc ns Corp., 352 B.R. 578, 587 (Bankr. S.D.N.Y. 2006); In re R.G. Pharm, Inc., 374 B.R. 484 (D. Conn. 2007); see also Bunch v. Hoffinger Indus., Inc. (In re Hoffinger Indus., Inc.), 292 B.R. 639, (B.A.P. 8th Cir. 2003) ( As always, we emphasize that these are only factors, not all of which are relevant in every case... [i]t is within the discretion of the bankruptcy court to decide which factors are relevant and give the appropriate weight to each ). Not every factor is relevant in every case and courts have used subsets of the factors to evaluate a request to extend the Exclusive Periods. See Hoffinger Indus., 292 B.R. at Each of the foregoing factors that is relevant to these Chapter 11 Cases weighs in favor of the relief requested. As discussed below, the requested extension of the Exclusive Periods will not prejudice the legitimate interests of any creditor, and will afford the Debtors an opportunity to pursue to fruition the beneficial modifications to the Debtors business that have been implemented since the commencement of these Chapter 11 Cases. 10

11 Case MFW Doc 682 Filed 05/27/16 Page 11 of 17 B. Cause Exists to Extend the Exclusive Periods i. The Chapter 11 Cases Are Complex 30. The complexity of these Chapter 11 Cases unavoidably affects the progress of the Debtors reorganization efforts and justifies an extension of the Exclusive Periods. See In re Express One Int l, 194 B.R. 98, 100 (Bankr. E.D. Tex. 1996) ( The traditional ground for cause is the large size of the debtor and the concomitant difficulty in formulating a plan of reorganization ); In re Texaco, Inc., 76 B.R. 322, 326 (Bank. S.D.N.Y. 1987) ( [t]he large size of a debtor and the consequent difficulty in formulating a plan of reorganization for a huge debtor with a complex financial structure are important factors which generally constitute cause for extending the exclusivity periods ). In large and complex chapter 11 cases such as these, bankruptcy courts in this District routinely extend exclusivity for substantial periods of time in order to afford the debtor a meaningful opportunity to reorganize. 31. The size and complexity of a chapter 11 case affects a debtor s ability to formulate a plan in three ways. First, a large and complex case generally results from a financially complex business. Understanding the Debtors intricate prepetition financial affairs and contractual relationships requires a significant amount of time. Second, the complexity of a case dictates the amount of time required to analyze thoroughly assets and liabilities, which is imperative to a meaningful evaluation of reorganization alternatives. Third, the size and complexity of chapter 11 cases generally increases the financial, legal, and factual variables that must be considered in evaluating reorganization options. 32. These Chapter 11 Cases are undeniably complex. The Debtors and their 120 non- Debtor affiliates operate in over thirty countries. The Debtors are simultaneously contending with a number of issues to restructure their business and exit from chapter 11, while promoting 11

12 Case MFW Doc 682 Filed 05/27/16 Page 12 of 17 and producing shows and events. Immediate issues the Debtors faced since the Petition Date include resolving disputes with foreign creditors, canceling unprofitable concerts, selling noncore assets, entering into agreements with artists and the agents that represent them, and developing and implementing their business plan. 33. The Debtors professionals analyzed carefully the Debtors operations to formulate a business plan, and are at the early stages of implementing the plan. The Debtors and their professionals were also focused on implementing a new cash management system, reviewing thousands of contracts, and analyzing the Debtors liabilities. The Debtors are still in the midst of stabilizing operations (domestically and abroad) and producing and promoting festivals and events. 34. The complexity of the Debtors business and these Chapter 11 Cases warrants the requested extension of the Exclusive Periods ii. More Time Is Required to Prepare a Plan 35. Since the Petition Date, almost four months ago, the Debtors focused their efforts on stabilizing their domestic operations and the open issues surrounding their foreign subsidiaries operations. The Debtors expended significant resources in negotiating with artists, entering into critical vendor agreements, and promoting and producing the Debtors larger events and festivals that are held in the summer. The actions taken by the Debtors in the early stages of these Chapter 11 Cases laid the groundwork for the Debtors to minimize the impact these Chapter 11 Cases may have had on the Debtors festivals and events. 36. Additionally, the Debtors developed and began to implement a business plan to reduce overhead expenses and began to resolve the various disputes affecting the Debtors operations and estates. All of these issues will influence the Debtors exit strategy for these 12

13 Case MFW Doc 682 Filed 05/27/16 Page 13 of 17 Chapter 11 Cases and make it premature for the Debtors to have fully developed the terms of a plan of reorganization. 37. Allowing the Exclusive Periods to terminate before plan negotiations and preparation have concluded would defeat the purpose of section 1121 of the Bankruptcy Code to afford the Debtors a meaningful and reasonable opportunity to propose and confirm a consensual plan of reorganization. The Debtors are now focusing on developing a framework to exit these Chapter 11 Cases. The Debtors intend to use this and any further extensions of the Exclusive Periods to resolve the various issues facing the Debtors and complete the formulation of a plan of reorganization. iii. The Debtors Progress in these Chapter 11 Cases Warrants an Extension of the Exclusive Periods 38. In addition to the substantial effort required to improve their business since the Petition Date, the Debtors, their management team, and their professionals have worked diligently to stabilize operations, maximize enterprise value, and resolve the contingencies affecting the Debtors operations. Thus, the Debtors are not seeking an extension of the Exclusive Periods to delay administration of their Chapter 11 Cases or to exert pressure on their creditors. See In re Adelphia, 342 B.R. 122, 131 (Bankr. S.D.N.Y. 2006) (considering a variety of factors but focusing on whether debtors had made a good faith progress towards reorganization and whether the extension of exclusivity was sought to pressure creditors to submit to debtor s reorganization demands ). 39. To the contrary, the Debtors seek the relief requested in this Motion to maintain a framework conducive to an orderly, efficient and cost-effective restructuring process while continuing to implement the operational improvements. The Debtors have made a great deal of progress in these Chapter 11 Cases. See In re Public Serv. Co. of N.H., 88 B.R. 521, 534 (Bankr. 13

14 Case MFW Doc 682 Filed 05/27/16 Page 14 of 17 D.N.H. 1988) (delay is justified when attempting to realize the maximum value of the debtors estate). The Debtors, their management team, and their professionals have instituted substantial operational improvements to revitalize the Debtors business. Furthermore, the Debtors, their management team and their professionals have devoted significant time working with the Committee s professionals by, among other things, providing them with information as requested and coordinating efforts to address questions they have raised. 40. The Debtors are engaged in good faith discussions with the Committee s professionals to keep them apprised of the Debtors progress to date. The Debtors submit that these preliminary discussions will form the foundation of fruitful and substantive plan negotiations during the next stages of these Chapter 11 Cases. The Debtors will continue to work with the Committee and its professionals. 41. The Debtors and their professionals are also in the process of evaluating the claims that were filed and anticipate responding to certain of those proofs of claims. iv. The Debtors Are Paying Their Bills as They Become Due 42. Courts considering an extension of exclusivity may also assess a debtor s liquidity and solvency. See In re Ravenna Indus., Inc., 20 B.R. 886, 890 (Bankr. N.D. Ohio 1982); Continental Casualty Co. v. Burns & Roe Enters. (In re Burns & Roe Enters.), 2005 U.S. Dist. LEXIS 26247, at *2 (D.N.J. Nov. 3, 2005). The Debtors are paying their bills as they come due and have operated their business within a DIP budget. Moreover, the Debtors have sufficient liquidity to continue paying those bills as they come due. Consequently, this factor weighs in favor of the relief requested herein. 14

15 Case MFW Doc 682 Filed 05/27/16 Page 15 of 17 v. The Debtors Have Demonstrated Reasonable Prospects for Filing a Viable Plan, Have Made Progress Negotiating with Creditors, and Are Not Seeking an Extension to Pressure Creditors 43. Courts have denied extensions of exclusive periods when plan negotiations among parties-in-interest have broken down and the continuation of exclusivity would merely give the debtor unfair bargaining leverage over the other parties-in-interest. See Teachers Ins. & Annuity Ass n of Am. v. Lake in the Woods (In re Lake in the Woods), 10 B.R. 338, 345 (E.D. Mich. 1981); Continental Casualty Co., 2005 U.S. Dist. LEXIS 26247, at *12 (M.D. Pa. 2008). Here, the Debtors request for an extension of the Exclusive Periods is not a negotiation tactic. 44. To the contrary, the Debtors continue to pursue opportunities to maximize the value of the Debtors estates and address operational issues. The Debtors do not desire, through this Motion, any extension for the purpose of shutting out any creditors or parties-in-interest. In fact, the Committee supports this extension of the Exclusive Periods and the Debtors intend to continue to work closely with the Committee and its professionals and to consult the Committee during the plan formulation process. vi. These Cases Have Been Pending for Only Four Months 45. Only four months have elapsed since the Debtors filed for chapter 11 protection, a fact that is favorable to the Debtors request to extend the Exclusive Periods. See In re McLean Indus., Inc., 87 B.R. 830, 835 (Bankr. S.D.N.Y. 1987) (granting an extension where the case was on file for less than one year); cf. Adelphia, 352 B.R. at 589 (denying motion to terminate exclusivity notwithstanding fact that four years had elapsed in debtors chapter 11 cases). vii. The Debtors Are Working to Resolve Contingencies Vital to Their Reorganization Efforts 46. Given the challenges facing the Debtors when they filed these Chapter 11 Cases, the Debtors require additional time to resolve the contingencies affecting the Debtors ability to 15

16 Case MFW Doc 682 Filed 05/27/16 Page 16 of 17 develop and propose a plan of reorganization. The Debtors require additional time to effectuate the remaining non-core asset sales, to implement the business plan, and to work with certain key parties to ensure a working relationship on a go-forward basis. 47. As shown above, the Debtors have made significant and productive strides in these Chapter 11 Cases. Based on this progress and all the other applicable factors, sufficient cause exists to extend the Exclusive Periods without prejudice to the Debtors rights to seek a further extension. There is no harm in granting the requested extensions now because such extensions are minor in nature. Accordingly, the Debtors submit that the relief requested herein is in the best interests of the Debtors, their estates, and other parties-in-interest. Consent to Jurisdiction 48. Pursuant to Local Rule (f), the Debtors consent to the entry of a final judgment or order with respect to this Motion if it is determined that the Court would lack Article III jurisdiction to enter such final order or judgment absent consent of the parties Notice 49. Notice of this Motion has been given to the following parties or, in lieu thereof, to their counsel, if known: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel to the Committee; (c) counsel to the DIP Lenders and counsel to the Ad Hoc Group; and (d) those parties requesting notice pursuant to Bankruptcy Rule The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. No Prior Request 50. No prior request for the relief sought in this Motion has been made to this or any other court. 16

17 Case MFW Doc 682 Filed 05/27/16 Page 17 of 17 Conclusion WHEREFORE, based upon all of the foregoing, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto, granting the relief sought herein and such other and further relief as is just. Dated: May 27, 2016 GREENBERG TRAURIG, LLP /s/ Dennis A. Meloro Dennis A. Meloro (DE Bar No. 4435) The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, Delaware Telephone: (302) Facsimile: (302) and- Nancy A. Mitchell (admitted pro hac vice) Maria J. DiConza (admitted pro hac vice) Nathan A. Haynes (admitted pro hac vice) MetLife Building 200 Park Avenue New York, NY Telephone: (212) Facsimile: (212) Counsel to the Debtors and Debtors-in-Possession 17

18 Case MFW Doc Filed 05/27/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SFX ENTERTAINMENT, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Hearing Date: June 22, 2016 at 11:30 a.m. Objection Deadline: June 15, 2016 at 4:00 p.m. NOTICE OF MOTION PLEASE TAKE NOTICE that the above-captioned debtors and debtors-in-possession (collectively, the Debtors ) filed the Motion of the Debtors for Entry of an Order Extending the Exclusive Periods During which the Debtors May File and Solicit Acceptances of a Plan of Reorganization (the Motion ) with the United States Bankruptcy Court for the District of Delaware (the Court ). PLEASE TAKE FURTHER NOTICE that any response or objection to the relief sought in the Motion must be filed with the Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware on or before JUNE 15, 2016, AT 4:00 P.M. PREVAILING EASTERN TIME. PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (i) the Debtors, 902 Broadway, 15th Floor, New York, NY (Attn: Michael Katzenstein); (ii) the Debtors counsel, (a) Greenberg Traurig, LLP, The Nemours Building, 1007 North Orange Street, Suite 1200, Wilmington, DE (Attn: 1 The Debtors in these Chapter 11 Cases, along with the last four (4) digits of each Debtor s federal tax identification number, if applicable, are: 430R Acquisition LLC (7350); Beatport, LLC (1024); Core Productions LLC (3613); EZ Festivals, LLC (2693); Flavorus, Inc. (7119); ID&T/SFX Mysteryland LLC (6459); ID&T/SFX North America LLC (5154); ID&T/SFX Q- Dance LLC (6298); ID&T/SFX Sensation LLC (6460); ID&T/SFX TomorrowWorld LLC (7238); LETMA Acquisition LLC (0452); Made Event, LLC (1127); Michigan JJ Holdings LLC (n/a); SFX Acquisition, LLC (1063); SFX Brazil LLC (0047); SFX Canada Inc. (7070); SFX Development LLC (2102); SFX EDM Holdings Corporation (2460); SFX Entertainment, Inc. (0047); SFX Entertainment International, Inc. (2987); SFX Entertainment International II, Inc. (1998); SFX Intermediate Holdco II LLC (5954); SFX Managing Member Inc. (2428); SFX Marketing LLC (7734); SFX Platform & Sponsorship LLC (9234); SFX Technology Services, Inc. (0402); SFX/AB Live Event Canada, Inc. (6422); SFX/AB Live Event Intermediate Holdco LLC (8004); SFX/AB Live Event LLC (9703); SFX-94 LLC (5884); SFX-Disco Intermediate Holdco LLC (5441); SFX-Disco Operating LLC (5441); SFXE IP LLC (0047); SFX-EMC, Inc. (7765); SFX-Hudson LLC (0047); SFX-IDT N.A. Holding II LLC (4860); SFX-LIC Operating LLC (0950); SFX-IDT N.A. Holding LLC (2428); SFX-Nightlife Operating LLC (4673); SFX-Perryscope LLC (4724); SFX-React Operating LLC (0584); Spring Awakening, LLC (6390); SFXE Netherlands Holdings Coöperatief U.A. (6812); SFXE Netherlands Holdings B.V. (6898). The Debtors business address is 902 Broadway, 15 th Floor, New York, NY

19 Case MFW Doc Filed 05/27/16 Page 2 of 3 Dennis Meloro, Esq.) and (b) Greenberg Traurig, LLP, The Metlife Building, 200 Park Avenue, 38th Floor, New York, NY (Attn: Nathan A. Haynes, Esq.); (iii) counsel for the DIP Lenders, (a) Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, NY (Attn: Kristopher M. Hansen, Esq., Jonathan D. Canfield, Esq., and Elizabeth Taveras, Esq.) and (b) Young Conaway Stargatt & Taylor, LLP, 1000 N. King Street, Wilmington, DE (Attn: Matthew Lunn, Esq. and Robert Poppiti, Esq.); (iv) the Office of the U.S. Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE (Attn: Hannah McCollum, Esq.); and (v) counsel to the Official Committee of Unsecured Creditors, (a) Pachulski Stang Ziehl & Jones LLP, 150 California Street, 15th Floor, San Francisco, CA (Attn: Debra I. Grassgreen, Esq. and Joshua M. Fried, Esq.) and (b) Pachulski Stang Ziehl & Jones LLP, 919 N. Market Street, 17th Floor, Wilmington, DE (Attn: Bradford J. Sandler, Esq. and Colin R. Robinson, Esq.). PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE RELIEF SOUGHT IN THE MOTION WILL BE HELD ON JUNE 22, 2016 AT 11:30 A.M. PREVAILING EASTERN TIME BEFORE THE HONORABLE MARY F. WALRATH AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR, COURTROOM NO. 4, WILMINGTON, DELAWARE Dated: May 27, 2016 GREENBERG TRAURIG, LLP /s/ Dennis A. Meloro Dennis A. Meloro (DE Bar No. 4435) The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, Delaware Telephone: (302) Facsimile: (302) melorod@gtlaw.com -and- 2

20 Case MFW Doc Filed 05/27/16 Page 3 of 3 Nancy A. Mitchell (admitted pro hac vice) Maria J. DiConza (admitted pro hac vice) Nathan A. Haynes (admitted pro hac vice) Greenberg Traurig, LLP MetLife Building 200 Park Avenue New York, NY Telephone: Facsimile: mitchelln@gtlaw.com diconzam@gtlaw.com haynesn@gtlaw.com Counsel for the Debtors and Debtors-in- Possession 3

21 Case MFW Doc Filed 05/27/16 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SFX ENTERTAINMENT, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Ref. Docket No. ORDER EXTENDING THE EXCLUSIVE PERIODS DURING WHICH THE DEBTORS MAY FILE AND SOLICIT ACCEPTANCES OF A PLAN OF REORGANIZATION Upon the motion (the Motion ) 2 filed by the above-captioned debtors and debtorsin-possession (collectively, the Debtors ) pursuant to section 1121(d) of the Bankruptcy Code, extending (i) the Exclusive Filing Period through and including August 29, 2016, and (ii) the Exclusive Solicitation Period through and including October 28, 2016, and granting such other and further relief as the Court deems just and necessary; it appearing that this Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. 157 and 1334; and it appearing that venue of these Chapter 11 Cases and the Motion in this District is proper pursuant to 28 U.S.C and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and this Court having found that the relief requested in the Motion is in the best 1 The Debtors in these Chapter 11 Cases, along with the last four (4) digits of each Debtor s federal tax identification number, if applicable, are: 430R Acquisition LLC (7350); Beatport, LLC (1024); Core Productions LLC (3613); EZ Festivals, LLC (2693); Flavorus, Inc. (7119); ID&T/SFX Mysteryland LLC (6459); ID&T/SFX North America LLC (5154); ID&T/SFX Q-Dance LLC (6298); ID&T/SFX Sensation LLC (6460); ID&T/SFX TomorrowWorld LLC (7238); LETMA Acquisition LLC (0452); Made Event, LLC (1127); Michigan JJ Holdings LLC (n/a); SFX Acquisition, LLC (1063); SFX Brazil LLC (0047); SFX Canada Inc. (7070); SFX Development LLC (2102); SFX EDM Holdings Corporation (2460); SFX Entertainment, Inc. (0047); SFX Entertainment International, Inc. (2987); SFX Entertainment International II, Inc. (1998); SFX Intermediate Holdco II LLC (5954); SFX Managing Member Inc. (2428); SFX Marketing LLC (7734); SFX Platform & Sponsorship LLC (9234); SFX Technology Services, Inc. (0402); SFX/AB Live Event Canada, Inc. (6422); SFX/AB Live Event Intermediate Holdco LLC (8004); SFX/AB Live Event LLC (9703); SFX-94 LLC (5884); SFX-Disco Intermediate Holdco LLC (5441); SFX-Disco Operating LLC (5441); SFXE IP LLC (0047); SFX-EMC, Inc. (7765); SFX-Hudson LLC (0047); SFX-IDT N.A. Holding II LLC (4860); SFX-LIC Operating LLC (0950); SFX-IDT N.A. Holding LLC (2428); SFX-Nightlife Operating LLC (4673); SFX-Perryscope LLC (4724); SFX-React Operating LLC (0584); Spring Awakening, LLC (6390); SFXE Netherlands Holdings Coöperatief U.A. (6812); SFXE Netherlands Holdings B.V. (6898). The Debtors business address is 902 Broadway, 15 th Floor, New York, NY Capitalized terms not otherwise defined herein shall the meanings ascribed to them in the Motion.

22 Case MFW Doc Filed 05/27/16 Page 2 of 2 interests of the Debtors, their estates, their creditors and other parties in interest; and it appearing that proper and adequate notice of the Motion has been given and that no other or further notice is necessary; and after due deliberation thereon; and this Court having reviewed the Motion; and good and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 2. The Exclusive Filing Period for the Debtors is extended by ninety (90) days through and including August 29, The Exclusive Solicitation Period for the Debtors is extended by ninety (90) days through and including October 28, The Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order. 5. This Court shall retain jurisdiction with respect to all matters arising from or relating to the interpretation or implementation of this Order. Dated: June, 2016 HONORABLE MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE 2