Yesterday Eventbrite announced it was purchasing long-time rival Ticketfly for $200M as part of an up-against-the-clock transaction between Pandora and SiriusXM. After encircling each other for the past two years (and burning through $1.5 billion in market cap in the process), Sirius agreed to make a $480 million investment in the streaming giant for a 19% stake and three seats on the board of directors including the chairman’s post.

Eventbrite’s purchase of Ticketfly was the secondary story, reduced to a punchline by many media sites for the enormous write-down Pandora was taking just 20 months after buying Ticketfly.

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Pandora taking a $250 million loss on Ticketfly just 20 months after buying it would be a huge story — if it were true. Here’s the thing: Pandora did not pay $450 million for Ticketfly in 2015. It paid $335 million.

This fact would have been lost on me if a Ticketfly spokesperson hadn’t sent me an email in May correcting my use of the $450m number for a story I was writing pre-Eventbrite sale.

“The $450m number was the approximate transaction value at the time we announced the acquisition,” the email titled “$450 number” read. “Pandora ended up paying $335m+ upon close in November 2015. It’s all in this SEC filing.”

Wait, so how did the price go from $450 million in October 2015 to $335 million one month later?

The answer – because Pandora’s stock dropped 40% in value just weeks after the Ticketfly deal was announced on Oct. 7.


According to the SEC filing, Pandora paid $191 million in cash for Ticketfly and $136 million in stock (as well as some cash and stock options to certain note-holders). In total 11.2 million shares were paid out to Ticketfly at $12.18 per share.

If the stock was still trading at $21.50 per share (where it had been prior to the Ticketfly announcement), the common stock contribution would have been worth $240.1 million, but the sudden and swift drop  wiped out $100 million in value.

Why did it drop? Not because of Ticketfly — the stock dipped because of the market’s reaction to the company’s third-quarter earnings report. Not only was Pandora seeing a slight dip in users as competition with services like Apple Music started to heat up, but in that same period Pandora  settled a lawsuit with several record companies over pre-1972 recordings for $90 million. That caused the company to adjust its 2015 guidance and EBITDA projections, and wham, the stock plunged overnight.

Bottomline, the drop in stock price cut about $115 million in value out of the Ticketfly deal and ultimately brought the price tag down to $335 million.

So next time someone says “Pandora just lost $250 million on the Ticketfly sale” you have two options: you can say, “well actually, they only paid $325 million for the company and only $190 million was in cash, the rest was their stock which a lot of the Ticketfly investors and employees still retain” or you can just shake your head and say “that’s crazy bro.”

Dave Brooks
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Dave Brooks

Founder & Executive Editor at Amplify Media
Dave Brooks has over 15 years experience as a writer, including eight years as the Managing Editor of Venues Today. He started Amplify in 2014 to give the industry its own voice and turn up the volume on live entertainment.
Dave Brooks
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