Attached files
| file | filename |
|---|---|
| EX-23.1 - EXHIBIT 23.1 CONSENT OF KPMG - Pandora Media, LLC | exhibit231consentofkpmgllp.htm |
| EX-99.3 - EXHIBIT 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION - Pandora Media, LLC | exhibit993unauditedproforma.htm |
| EX-99.2 - EXHIBIT 99.2 TICKETFLY UNAUDITED 9 MONTHS ENDED SEPTEMBER 30, 2015 - Pandora Media, LLC | exhibit992unauditedticketf.htm |
| EX-99.1 - EXHIBIT 99.1 TICKETFLY THREE YEAR AUDITED FINANCIALS - Pandora Media, LLC | exhibit991threeyearsaudite.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2015
Pandora Media, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35198 | 94-3352630 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
2101 Webster Street, Suite 1650
Oakland, CA 94612
(Address of principal executive offices, including zip code)
(510) 451-4100
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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))
Amendment
This Form 8-K/A is filed as an amendment (the “Amendment”) to the Current Report on Form 8-K filed by Pandora Media, Inc. (the “Company”) on November 2, 2015 (the “Current Report”) disclosing the closing of the acquisition of Ticketfly, Inc. (“Ticketfly”). This Amendment is being filed solely for the purpose of including the historical audited and unaudited financial statements of Ticketfly and the pro forma condensed combined financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from the Current Report in reliance on the instructions to such items.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. The audited financial statements of Ticketfly as of December 31, 2014, December 31, 2013 and December 31, 2012 and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 and the notes related thereto are filed herewith as Exhibit 99.1. The unaudited financial statements of Ticketfly as of September 30, 2015 and December 31, 2014 and for the nine months ended September 30, 2015 and September 30, 2014 are filed herewith as Exhibit 99.2. The consent of KPMG LLP, Ticketfly’s independent auditors, is attached as Exhibit 23.1 to this Form 8-K/A.
(b) Pro Forma Financial Information. The unaudited pro forma condensed combined financial information of the Company and Ticketfly for the year ended December 31, 2014 and as of and for the nine months ended September 30, 2015 are filed herewith as Exhibit 99.3.
(d) Exhibits.
Number | Description | |
23.1 | Consent of KPMG LLP, Independent Auditors of Ticketfly | |
99.1 | Audited financial statements of Ticketfly as of December 31, 2014, December 31, 2013 and December 31, 2012 and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 | |
99.2 | Unaudited financial statements of Ticketfly as of September 30, 2015 and for the nine months ended September 30, 2015 | |
99.3 | Unaudited pro forma condensed combined financial information of the Company and Ticketfly for the year ended December 31, 2014 and as of and for the nine months ended September 30, 2015 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
PANDORA MEDIA, INC. | |||
Dated: January 7, 2016 | By: | /s/ Stephen Bené | |
Stephen Bené | |||
General Counsel and Corporate Secretary | |||
EXHIBIT INDEX
Number | Description | |
23.1 | Consent of KPMG LLP, Independent Auditors of Ticketfly | |
99.1 | Audited financial statements of Ticketfly as of December 31, 2014, December 31, 2013 and December 31, 2012 and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 | |
99.2 | Unaudited financial statements of Ticketfly as of September 30, 2015 and for the nine months ended September 30, 2015 | |
99.3 | Unaudited pro forma condensed combined financial information of the Company and Ticketfly for the year ended December 31, 2014 and as of and for the nine months ended September 30, 2015 | |