UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 4, 2014

SFX Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

(646) 561-6400

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01                                           Other Events.

On September 4, 2014, SFX Entertainment, Inc. (the “Company”) issued a press release announcing that the Company has further extended the expiration time of its previously announced solicitation of consents (the “Consent Solicitation”) from holders of the Company’s outstanding 9.625% Second Lien Senior Secured Notes due 2019 (the “Securities”) to approve amendments to the indenture (the “Indenture”) relating to the Securities (the “Proposed Amendment”).  The Consent Solicitation will now expire at 5:00 p.m., New York City time, on September 9, 2014, unless further extended (as extended, the “Expiration Time”).

The Company also announced it will increase the amount of the cash payment it will pay to each holder of the Securities (the “Holders”) who delivers a valid consent from $2.50 per $1,000 to $10.00 per $1,000 principal amount of Securities for which such Holder has validly delivered (and not validly revoked) its consent prior to the Expiration Time.

The Company further announced it has modified the Consent Solicitation such that the Company is no longer seeking to amend the definition of “Consolidated EBITDA” to include in the calculation of Consolidated EBITDA recoupments the Company expects to receive from Management Vennootschap BVBA.  The Company continues to seek consent to amend the definition of “Consolidated EBITDA” to include in the calculation of Consolidated EBITDA incremental contributions to Consolidated EBITDA from certain marketing agreements entered into after the period for which Consolidated EBITDA is being calculated and before the relevant date of determination.

A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.  The press release does not constitute a solicitation of consents.

Item 9.01                                           Financial Statements and Exhibits.

(d)                                 Exhibits.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3

EXHIBIT INDEX

4