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 18, 2014

SFX Entertainment, Inc.
(Exact name of registrant as specified in its charter)

        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.):

Item 2.02    Results of Operations and Financial Condition.

        The information set forth in Item 7.01 below is incorporated by reference into this Item 2.02.

Item 7.01    Regulation FD Disclosure.

        On September 18, 2014, SFX Entertainment, Inc. (the "Company") announced it commenced a private debt offering to certain institutional investors pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Private Placement"). In connection with the Private Placement, the Company disclosed certain information to prospective investors in a preliminary offering memorandum dated September 18, 2014. Some of the information in the preliminary offering memorandum has not previously been disclosed publicly and is furnished as Exhibit 99.1 in the general form presented in the preliminary offering memorandum.

        Exhibit 99.1 is incorporated herein solely for purposes of this Item 7.01 disclosure.

        The preliminary offering memorandum contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

        The information in Item 7.01 of this Current Report on Form 8-K ("Current Report"), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act "), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Item 8.01    Other Events.

        On September 18, 2014, the Company issued a press release announcing that it had commenced the Private Placement. A copy of the press release is attached as Exhibit 99.2 and incorporated by reference in this Item 8.01.

Item 9.01    Financial Statements and Exhibits.

(d)

Exhibits.

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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.

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EXHIBIT INDEX

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Item 2.02 Results of Operations and Financial Condition .
Item 7.01 Regulation FD Disclosure .
Item 8.01 Other Events .
Item 9.01 Financial Statements and Exhibits .