The Notice has been sent to you pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the District Court. The purpose of the Notice is to inform you of the proposed settlement of a class action lawsuit (“Action”), as set forth in the Stipulation and Agreement of Settlement dated April 30, 2019 (“Stipulation” or “Settlement”), and of the hearing to be held by the District Court to consider the fairness, reasonableness, and adequacy of the Settlement. The Notice is not intended to be, and should not be understood as, an expression of any opinion by the District Court concerning the merits of the Action. The Notice describes the rights you may have in connection with the Settlement and what steps you may take in relation to the Settlement.

The Notice relates to a federal securities class action brought pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder currently pending before the United States District Court for the Southern District of New York (“District Court”), in which Lead Plaintiff Guevoura Fund Ltd. (“Lead Plaintiff”) alleges that Defendants Robert D. Geoffrey Armstrong, Michael John Meyer, John Miller, and Robert F.X. Sillerman (“Sillerman”) (collectively, “Director Defendants”) engaged in a scheme to manipulate the market for SFX common stock in connection with purported proposals by Defendant Sillerman to buy SFX, and by issuing materially false and misleading statements in furtherance of that illicit scheme.

The Class was certified by the District Court on February 4, 2019, and the Class definition was amended by the Court’s Order Granting Preliminary Approval of Proposed Settlement and Providing for Notice to the Class dated July 30, 2019 (“Preliminary Approval Order”). The Class is all persons or entities (other than those who timely and validly request exclusion from the Class) who purchased or otherwise acquired SFX common stock during the Class Period. Excluded from the Class are the officers and directors of SFX during the Class Period (including the Director Defendants, Mitchell Slater, Andrew Bazos, Joseph Rascoff, Edward Simon, Pasquale Manocchia, Howard Tytel, and Sheldon Finkel), members of their immediate families, and any entity in which they have or had a controlling interest, their respective legal representatives, heirs, successors, or assigns, and the Opt-Out Plaintiffs (the named plaintiffs in the action denominated: Altimeo Invesissement, Altimeo Optimum, Edward S. Gutman, The Merger Fund, The Merger Fund VI, WCM Alternatives: Event Driven Fund, and WCM Master Trust v. Robert F.X. Sillerman, D. Geoff Armstrong, John Miller, Michael John Meyer, Andrew N. Bazos, Joseph R. Rascoff, Edward Simon and Pasquale Manocchia, Index No. 651084/2016 (N.Y. Sup. Ct. N.Y. Co.): Altimeo Investissement, Altimeo Optimum, The Merger Fund, The Merger Fund VL, WCM Alternatives: Event Driven Fund, WCM Master Trust and Edward S. Gutman).

PLEASE NOTE:  RECEIPT OF THE NOTICE DOES NOT MEAN THAT YOU ARE A CLASS MEMBER OR THAT YOU WILL BE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT.  IF YOU ARE A CLASS MEMBER AND YOU WISH TO BE ELIGIBLE TO PARTICIPATE IN THE DISTRIBUTION OF PROCEEDS FROM THE SETTLEMENT, YOU ARE REQUIRED TO SUBMIT THE CLAIM FORM THAT IS BEING DISTRIBUTED WITH THE NOTICE AND THE REQUIRED SUPPORTING DOCUMENTATION AS SET FORTH THEREIN POSTMARKED OR DELIVERED NO LATER THAN DECEMBER 27, 2019.

Lead Plaintiff believes that the proposed Settlement with the Director Defendants is an excellent recovery and is in the best interests of the Class. Because of the risks associated with continuing to litigate and proceeding to trial, there was a danger that the Class would not have prevailed on their claims against the Director Defendants, in which case the Class would receive nothing from the Director Defendants. Even if Lead Plaintiff prevailed on liability, the amount of damages recoverable by Class Members was and is challenged by the Director Defendants. Recoverable damages in this case are limited to losses caused by conduct actionable under applicable law and, had the Action gone to trial, the Director Defendants would have asserted that all or most of the losses of Class Members were caused by non-actionable conduct or market, industry, or general economic factors. Defendants would also assert, among other things, that their conduct complied with all applicable legal standards and they are liable for any violations of the federal securities laws. Moreover, here, the limited available Directors’ and Officers’ liability insurance was being depleted by continuing costs of litigation and the defense of the Director Defendants. Further, due to the SFX bankruptcy, no recovery could be made from that entity, and with Defendant Sillerman still in bankruptcy, the ultimate recovery from that source is highly uncertain. Additionally, several other parties not involved in this Action have asserted claims against the Director Defendants, the defense of which would further deplete the available D&O insurance coverage and could result in judgments on settlements in other litigation that could diminish or exhaust the available D&O coverage and/or any other source of payment before a recovery could be made in the Action. These unique risks provided reasons for the Settlement.

As a Class Member, you are represented by Lead Plaintiff and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense.  You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of his or her appearance on the attorneys listed in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?”.

If you are a Class Member and do not wish to remain a Class Member, you may exclude yourself from the Class by following the instructions in the section entitled, “What If I Do Not Want To Be A Member Of The Class?  How Do I Exclude Myself?,”.

If you are a Class Member and you wish to object to the Settlement, the Plan of Allocation, or Lead Counsel’s application for attorneys’ fees and reimbursement of Litigation Expenses, and if you do not exclude yourself from the Class, you may present your objections by following the instructions in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,”.

If you are a Class Member and you do not exclude yourself from the Class, you will be bound by any orders issued by the Court. If the proposed settlement is approved, the District Court will enter a Final Judgment and Order of Dismissal (“Final Judgment”). Under the Final Judgment, the Releasing Parties fully, finally and forever release, relinquish and discharge the Released Claims against the Released Parties. The Released Parties fully, finally and forever release, relinquish and discharge the Released Defendants’ Claims against Lead Plaintiff and/or its attorneys.

“Released Claims” means any and all claims, debts, actions, causes of action, suits, dues, sums of money, accounts, liabilities, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, awards, extents, executions, and demands whatsoever (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability and including any claims for violations of Fed. R. Civ. P. 11), whether based on federal, state, local, statutory or common law or any other law, rule or regulation, including without limitation the federal securities laws and the claims alleged in the Non-Dischargeability Action, whether fixed or contingent, whether accrued or un-accrued, whether asserted or unasserted, whether liquidated or un-liquidated, whether at law or in equity, whether matured or unmatured, whether direct, indirect or consequential, whether class or individual in nature, whether suspected or unsuspected, and whether known claims or Unknown Claims (as defined below), which the Lead Plaintiff and the Class Members on behalf of themselves, their heirs, executors, representatives, administrators, predecessors, successors, assigns, officers and directors, any and all other persons they represent and any other person or entity claiming (now or in the future) through or on behalf of them, in their individual capacities and in their capacities as purchasers of SFX common stock, ever had, now has or hereafter can, shall or may have, from the beginning of time through and including the present, whether in their own right or by assignment, transfer or grant from any other person, thing or entity that (i) have been asserted in this Action and the Non-Dischargeability Action by the Lead Plaintiff and Class Members, or any of them, against any of the Released Parties, or (ii) could have been asserted in any forum by the Lead Plaintiff or Class Members, or any of them, against any of the Released Parties which arise out of, are based upon or relate to, directly or indirectly, the allegations, transactions, facts, statements, matters or occurrences, representations or omissions involved, set forth, or referred to in the Complaint, the complaint in the Non-Dischargeability Action or relate to the purchase, acquisition, transfer, holding, ownership, disposition, or sale of SFX common stock during the Class Period. Released Claims does not include claims relating to the enforcement of the Settlement or the terms of this Stipulation. For the avoidance of doubt, nothing in this Stipulation or this release releases the Director Defendants from their obligations under this Stipulation or their liability for breach of any term, warranty, or representation in this Stipulation. 

“Released Defendants’ Claims” means any and all claims, rights, causes of action or liabilities, of every nature and description whatsoever, whether based in law or equity, on federal, state, local, statutory or common law or any other law, rule or regulation (including any claims for violations of Fed. R. Civ. P. 11), including both known claims and Unknown Claims, that have been or could have been asserted in the Action, the Non-Dischargeability Action or any forum by the Released Parties, or any of them, or the successors and assigns of any of them against Lead Plaintiff or its attorneys, or against any other of the Released Parties, which arise out of or relate in any way to the institution, prosecution, or settlement of the Action and the Non-Dischargeability Action. Released Defendants’ Claims does not include claims relating to the enforcement of the Settlement or the terms of this Stipulation.

“Released Parties” means each of the Director Defendants, Mitchell Slater, Andrew Bazos, Joseph Rascoff, Edward Simon, Pasquale Manocchia, Howard Tytel, and Sheldon Finkel, and their and SFX’s respective present and former direct and indirect parents, subsidiaries, divisions, and affiliates, and any of their present and former officers, directors, members, general partners, limited partners, employees, agents, representatives, attorneys, advisors, associates, associations, fiduciaries, sureties, insurers (including but not limited to the Insurance Carriers) and reinsurers, shareholders, auditors and accountants, financial advisors and investment banks, predecessors, heirs, estates consultants, successors and assigns of each of them, and any other person or entity in which any of the foregoing has or had a controlling interest or which is or was related to or affiliated with any of the foregoing, and anyone acting in concert with any of them.

“Releasing Parties” means Lead Plaintiff and each of the Class Members on behalf of themselves, their heirs, executors, representatives, administrators, predecessors, successors, assigns, officers and directors. 

“Unknown Claims” means any and all Released Claims which any Releasing Party does not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties, which if known by him, her or it might have affected his, her or its decision(s) with respect to the Settlement. With respect to any and all Released Claims, the Parties stipulate and agree that the Lead Plaintiff expressly waives, and each Class Member shall be deemed to have waived, and by operation of the Final Judgment shall have expressly waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides: 

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

Lead Plaintiff, as a Class representative, acknowledges that members of the Class may discover facts in addition to or different than those that they now know or believe to be true with respect to the subject matter of the release herein, but that it is its intention, on behalf of the Class, to fully, finally, and forever settle and release any and all claims released hereby, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Lead Plaintiff also acknowledges, and Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Claims was separately bargained for and was a key element of the Settlement Agreement.

To participate in the Distribution of the  Net Settlement Fund, you must timely complete and return a valid Proof of Claim in connection with this settlement.

A Proof of Claim is being sent with the Notice. If you are a Class Member and need an additional Proof of Claim, copies may be obtained by telephoning the Claims Administrator, toll-free at 1-844-961-0313 or by downloading the Claim form under the 'Important Documents' on this website.

The Proof of Claim, with all supporting documents (DO NOT SEND ORIGINALS), must be POSTMARKED OR DELIVERED NO LATER THAN DECEMBER 27, 2019, to the Claims Administrator at the address below. DO NOT SEND a Proof of Claim to counsel for the Parties or the Court.

Guevoura Fund Ltd. v. Sillerman, et al.
c/o JND Legal Administration
PO BOX 91202
Seattle, WA 98111-9302

At this time, it is not possible to make any determination as to how much any individual Class Member may receive from the Settlement.

The Director Defendants have, or will cause to be paid, $6,750,000.000 million in cash into an Escrow Account by the Director Defendants’ directors’ and officers’ insurance carriers, which will earn interest for the benefit of the Class, pursuant to the terms of the Stipulation, until distributed to eligible claiming Class Members. Furthermore, Defendant Sillerman has agreed to the $750,000.00 Sillerman Contribution in the form of an allowed general unsecured claim not subject to objection, reduction or setoff in favor of Lead Plaintiff and the Class in Defendant Sillerman’s bankruptcy proceeding. As the outcome of Defendant Sillerman’s bankruptcy proceeding is uncertain, there is no certainty that the Sillerman Contribution will ever be paid or paid in full. In exchange for such payments, the Releasing Parties fully, finally and forever release, relinquish and discharge the Released Claims against the Released Parties (as defined on page 19 of the Notice). The Released Parties fully, finally and forever release, relinquish and discharge the Released Defendants’ Claims (as defined on page 19 of the Notice) against Lead Plaintiff and/or Lead Counsel and against any other of the Released Parties (as defined on page 19 of the Notice). A portion of the Settlement Fund will be used for certain administrative expenses, including the costs of printing and mailing the Notice, the cost of publishing notices, payment of any taxes assessed against the Settlement Fund and costs associated with the processing of claims submitted. In addition, as explained herein, a portion of the Settlement Fund may be awarded by the Court to Lead Counsel for attorneys’ fees and expenses, and to Lead Plaintiff for reasonable costs and expenses. The Settlement Fund less (i) any Court-awarded attorneys’ fees, costs, and expenses; (ii) any Court-awarded reasonable costs and expenses to Lead Plaintiff; (iii) notice and administration costs; (iv) taxes and tax expenses; and (v) other Court-approved deductions that occur before distribution of the proceeds of the settlement to the Class (“Net Settlement Fund”), will be distributed to any Class Member whose claim for recovery has been allowed pursuant to the terms of the Stipulation (“Authorized Claimant”) according to the Plan of Allocation starting on page 10 of the Notice.

Unless the Court orders otherwise, if you do not timely submit a valid Proof of Claim, you will be barred from receiving any payment from the Net Settlement Fund, but will in all other respects be bound by the provisions of the Stipulation and the Final Judgment, including the releases of liability herein. The Court may disallow or adjust the claim of any Class Member. Each claimant will be deemed to have submitted to the jurisdiction of the District Court with respect to his, her, or its Proof of Claim.

At the Settlement Hearing, Lead Counsel will request an award of a reasonable percentage of the Settlement Fund not to exceed, in the aggregate, thirty-three and one third percent (33 1/3%) of the Director Defendants’ Contribution and one third percent (33 1/3%) of the Sillerman Contribution, or portion(s) of the Sillerman Contribution paid, if or when paid into the Settlement Fund, and up to $800,000.00 for reimbursement of Lead Counsel’s reasonable out-of-pocket litigation expenses and Notice and settlement administration expenses. Lead Plaintiff may also seek an award of reasonable costs and expenses directly relating to its representation of the Class. Lead Counsel’s fee application will be filed with the Court on OCTOBER 11, 2019. All such sums as may be approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees, costs, or expenses. 

If you do not wish to be included in the Class and you do not wish to participate in the proposed settlement described in the Notice you may request to be excluded. To do so, you must send a letter, POSTMARKED OR DELIVERED NO LATER THAN NOVEMBER 12, 2019. In this letter, you must set forth: (a) your name, current address, and day-time and evening telephone numbers; (b) the dates of all your purchases and/or sales of SFX common stock during the Class Period; (c) the number of shares purchased and/or sold on each such date; (d) the prices paid and/or received for all such shares on each such date; and (e) a clear and unambiguous statement that you wish to be excluded from the Class. The request for exclusion should be addressed as follows:

Guevoura Fund Ltd. v. Sillerman, et al.
EXCLUSIONS
c/o JND Legal Administration
PO BOX 91202
Seattle, WA 98111-9302

    NO REQUEST FOR EXCLUSION WILL BE CONSIDERED VALID UNLESS ALL OF THE INFORMATION DESCRIBED ABOVE IS INCLUDED IN ANY SUCH REQUEST. NO FURTHER OPPORTUNITY TO REQUEST EXCLUSION WILL BE GIVEN IN THIS ACTION.

    If you validly request exclusion from the Class: (a) you will be excluded from the Class; (b) you shall have no rights under the Stipulation; (c) you shall not be entitled to submit any Proof of Claim forms; (d) you will not share in the proceeds of the Settlement described herein; (e) you will not be bound by any judgment entered in the Action; and (f) you will not be precluded, by reason of your decision to request exclusion from the Class, from otherwise prosecuting an individual claim, if timely, against the Director Defendants based on the matters complained of in the Action.

    If you choose to be excluded from the Class, you will retain any right you have to individually pursue any legal rights that you may have against any of the Director Defendants with respect to the claims asserted in the Action. Please note that if you decide to exclude yourself from the Class, you may be time-barred from asserting the claims covered by the Action by the applicable statute of repose. If you wish to opt-out to pursue a separate recovery against the Director Defendants, before seeking to opt-out, you are urged to consult counsel at your own expense to determine whether any such separate action can still be timely pursued on your behalf.

Class Members do not need to attend the Settlement Hearing.  The Court will consider any submission made in accordance with the provisions below even if a Class Member does not attend the hearing.  You can participate in the Settlement without attending the Settlement Hearing.

A settlement hearing will be held on December 18, 2019, at 10:00 a.m. (Eastern Time), before the Honorable Colleen McMahon, Chief United States District Judge, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NY 10007 (“Settlement Hearing”). The purpose of the Settlement Hearing will be: (1) to determine whether the Settlement should be approved as fair, reasonable, and adequate to the Class and the proposed Final Judgment entered; (2) to determine whether the proposed Plan of Allocation for the proceeds of the settlement is fair and reasonable, and should be approved by the District Court; (3) to determine whether any applications for attorneys’ fees or expenses to Lead Counsel should be approved; (4) to determine whether any award of reasonable costs and expenses to Lead Plaintiff should be approved; and (5) to rule upon such other matters as the Court may deem appropriate. The Court may adjourn or continue the Settlement Hearing without further notice to the Class.

Any Class Member who has not excluded himself, herself, or itself from the Class can object to the Settlement, or any part of it, and/or the application by Lead Counsel for attorneys’ fees and expenses, and/or Lead Plaintiff’s request for an award of reasonable costs and expenses. To object, any such Person and entity must submit a written objection and copies of any papers and briefs so they are DELIVERED OR POSTMARKED NO LATER THAN NOVEMBER 12, 2019, by each of the following:

Any written objection must demonstrate the objecting Person’s or entity’s membership in the Class, including the dates of all such Class Member’s purchases and/or sales of SFX common stock during the Class Period, the number of shares purchased and/or sold on each such date, and the prices paid and/or received for all such shares on each such date. Only Class Members who have submitted written objections in this manner will be entitled to be heard at the Settlement Hearing, unless the District Court orders otherwise. Persons and entities that intend to object to the Settlement and desire to present evidence at the Settlement Hearing must include in their written objections the identity of any witnesses they may call to testify and any exhibits they intend to introduce into evidence at the Settlement Hearing.

If you wish to attend the Settlement Hearing in person and speak to the Court, you must ask the Court for permission. To do so, you must submit a written statement noting your intention to appear at the Settlement Hearing to the persons noted above so that it is RECEIVED ON OR BEFORE NOVEMBER 12, 2019.

If you purchased SFX common stock from February 25, 2015 through and including November 17, 2015, for the beneficial interest of a person or entity other than yourself, THE DISTRICT COURT HAS DIRECTED THAT WITHIN SEVEN (7) DAYS OF YOUR RECEIPT OF THE NOTICE FROM THE CLAIMS ADMINISTRATOR, ALL SECURITIES BROKERS AND OTHER NOMINEES either (a) provide to the Claims Administrator identified below, the name and last known address of each person or entity for whom or which you purchased SFX common stock during such time period or (b) request additional copies of the Notice, which will be provided to you free of charge, and within seven calendar (7) days after receipt of such additional copies of the Notice from the Claims Administrator, mail the Notice directly to the beneficial owners of the SFX common stock. If you select option (a) above, the Claims Administrator will cause copies of the Notice to be forwarded to the beneficial owners of the common stock referred to herein. If you choose to follow alternative procedure (b), the Court has directed that, upon such mailing, you send a statement to the Claims Administrator confirming that the mailing was made as directed. All communications concerning the foregoing should be addressed to the Claims Administrator by mail or email.

Guevoura Fund Ltd. v. Sillerman, et al.
c/o JND Legal Administration
PO BOX 91202
Seattle, WA 98111-9302
SFXSecurities@JNDLA.com

You are entitled to reimbursement for your reasonable and necessary expenses actually incurred in complying with the foregoing, including reimbursement of reasonable postage expenses and the reasonable costs of obtaining the names and addresses of beneficial owners. Those reasonable expenses and costs will be paid upon request and submission of  appropriate supporting documentation. All requests for reimbursement should be sent to the Claims Administrator.

    The Notice is a summary and does not describe all of the details of the Stipulation. For full details of the matters discussed in the Notice, you may review the Stipulation filed with the Court, which may be inspected during business hours, at the office of the Clerk of the Court, Southern District of New York, Daniel Patrick Moynihan U.S. Courthouse, 500 Pearl Street, New York, NY 10007 or under the 'Important Documents' on this website. 

    If you have any questions about the Settlement, you may contact a representative of the Claims Administrator by calling the following toll-free number: 1-844-961-0313. You also may email the Claims Administrator at the following email address: info@SFXSecuritiesLitigation.com. Any written inquiries about the Action should be addressed to the Claims Administrator at:

Guevoura Fund Ltd. v. Sillerman, et al.
c/o JND Legal Administration
PO BOX 91202
Seattle, WA 98111-9302

PLEASE DO NOT CONTACT THE DISTRICT COURT OR THE DIRECTOR DEFENDANTS’ COUNSEL REGARDING THE NOTICE.