The $2.3 billion sale of ASM Global, the facilities management company that operates venues such as Soldier Field in Chicago and the Coca-Cola Arena in Dubai, finally closed today, a full 10 months after it was announced that Legends was buying the company from AEG and Canadian private equity firm Onex. The long delay was the result of a US Justice Department investigation into Legends for allegedly violating antitrust regulations during the deal review, newly disclosed documents show, which led Legends to pay a $3.5 million civil penalty.
According to court records in the Southern District of New York—the same court where Live Nation is fighting a landmark antitrust case against the DOJ—Legends officials allegedly “unlawfully assumed control of ASM” during a mandatory waiting period that required “Legends and ASM to continue to operate as separate and independent entities while the Department of Justice's antitrust division reviewed the acquisition.”
According to a Department of Justice complaint, Legends won the right to manage a new arena project in San Diego that was previously managed by ASM Global. After winning the contract, Legends assigned part of the contract liability to ASM, even though it had not completed a pre-merger review or received DOJ approval.
In August 2023, Legends officials allegedly again violated DOJ rules requiring the two companies to operate as separate corporations when bidding on a contract in North Carolina to manage an existing entertainment complex. According to the DOJ complaint, “a senior Legends executive emailed Legends' then-CEO, noting, 'I guess we'd rather have ASM go after this?'” The then-CEO informed another executive, “we'll find out if ASM is bidding as they both don't want to bid,” and set a calendar reminder for himself
speak with a senior ASM executive about the North Carolina RFP.” The DOJ alleges that Legends and ASM also illegally shared information about two other projects they were bidding on.
Legends was charged with violating the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and agreed to pay a $3.5 million fine, “an amount that is less than the maximum penalty allowed,” government documents reveal, noting that “a lower fine is appropriate because Legends' demonstrated a willingness to take remedial measures internally and fight the allegations in court, avoiding “the costs associated with a protracted investigation and litigation.”
According to the agreement, Legends must “appoint an antitrust compliance officer at its expense, conduct compliance training, certify compliance with the Final Judgment, maintain a whistleblower protection policy and provide the United States with inspection rights and interview to assess compliance with the Final Decision,” the documents state.
The sale of ASM Global to Legends began last year after Canadian private equity firm Onex informed AEG of its plans to sell its 35% stake in ASM. Instead of acquiring Onex, AEG agreed to put the entire company up for sale. On November 3, Onex and AEG jointly announced that Legends was purchasing ASM, creating the nation's leading venue management company.
Representatives for Legends and ASM Global did not immediately respond to requests for comment.
“The next era of Legends begins now,” he said Dan LevyCEO of Legends, in a press release issued on Friday (August 23). Global investment firm Sixth Streets owns majority control of Legends, with minority stakes held by affiliates of the New York Yankees and Dallas Cowboys. Levy, who previously worked at Meta, became CEO of Legends in April.
Ron BensionPresident/CEO of ASM Global, added, “One of ASM Global's mantras for many years has been 'the future is now.' By joining Legends, that future has not only arrived, it couldn't be brighter. The opportunities created by our companies' collective capabilities will elevate not only the success of our partners, clients and projects worldwide, but the industry as a whole.”
Founded in 2008, Legends now has 400 clients under management, including Allegiant Stadium in Las Vegas, Caesars Superdome in New Orleans and OVO Arena Wembley in London. ASM Global will continue to operate under its current name for the time being.
Moelis & Company LLC and BofA Securities, Inc. served as financial advisors to Legends, while Ropes & Gray LLP and Cleary Gottlieb Steen & Hamilton LLP served as its legal advisors. Goldman Sachs and Jefferies served as financial advisors to ASM Global, while Latham & Watkins LLP, Hogan Lovells and Arnold & Porter served as legal advisors.
