LOS
ANGELES, Dec. 3, 2024 /PRNewswire/ -- Live Nation
Entertainment, Inc. (NYSE: LYV) (the "company") today
announced that it intends to offer, subject to market and other
conditions, $1.0 billion in aggregate
principal amount of convertible senior notes due 2030 (the
"Convertible Notes"). The company intends to use the net
proceeds from the Convertible Notes offering (i) to finance the
repurchase of a portion of its 2.00% convertible senior notes due
2025 (the "existing convertible notes") in one or more separate and
individually negotiated transactions with a limited number of
current holders of the existing convertible notes, (ii) to repay
outstanding amounts under the company's existing revolving credit
facility, (iii) to pay related fees and expenses and (iv) for
general corporate purposes, which may include the repayment or
repurchase of certain of its outstanding indebtedness.
In connection with the Convertible Notes offering, the company
expects to grant the initial purchasers the right to purchase, for
settlement within a 13-day period beginning on, and including, the
date the Convertible Notes are first issued, up to an additional
$100.0 million aggregate principal
amount of Convertible Notes. If the initial purchasers exercise
their option to purchase additional Convertible Notes, then the
company intends to use the additional net proceeds from the sale of
the additional Convertible Notes for general corporate purposes,
which may include the repayment or repurchase of certain of the
company's outstanding indebtedness.
The Convertible Notes will accrue interest payable semi-annually
in arrears and will mature on January 15,
2030, unless repurchased, redeemed or converted in
accordance with their terms prior to such date. Prior to the close
of business on the business day immediately preceding October 15, 2029, the Convertible Notes will be
convertible only upon satisfaction of certain conditions and during
certain periods; thereafter, the Convertible Notes will be
convertible at any time until the close of business on the second
scheduled trading day immediately preceding the maturity date. Upon
conversion, holders of the Convertible Notes will receive shares of
the company's common stock, cash or a combination thereof, at the
company's election. Holders of the Convertible Notes will have the
right to require the company to repurchase all or a portion of
their Convertible Notes at 100% of their principal, plus any
accrued and unpaid interest, upon the occurrence of certain
corporate events constituting a "fundamental change" as defined in
the indenture for the Convertible Notes. The company may not redeem
the Convertible Notes prior to January 24,
2028. The company may redeem for cash all or any portion of
the Convertible Notes, at its option, on a redemption date
occurring on or after January 24,
2028 and before the 41st scheduled trading day before the
maturity date, but only if (i) the Convertible Notes are "freely
tradable" as of the date the company sends the related notice of
redemption, and all accrued and unpaid additional interest, if any,
has been paid in full as of the most recent interest payment date
occurring on or before the date the company sends the related
notice of redemption and (ii) the last reported sale price of the
company's common stock has been at least 130% of the conversion
price then in effect for a specified period of time. The redemption
price will equal 100% of the principal amount of the Convertible
Notes to be redeemed, plus any accrued and unpaid interest to, but
excluding, the redemption date.
Substantially concurrently with the pricing of the Convertible
Notes, the company also expects to enter into one or more
separate and individually negotiated transactions with a limited
number of current holders of the existing convertible notes to
repurchase for cash a portion of the existing convertible notes on
terms to be negotiated with each such holder. The company expects
that holders of the existing convertible notes that sell their
existing convertible notes as described above may enter into or
unwind various derivatives with respect to the company's common
stock (including entering into derivatives with one or more of the
initial purchasers in the Convertible Notes offering or their
respective affiliates) and/or purchase or sell shares of the
company's common stock concurrently with or shortly after the
pricing of the Convertible Notes. The repurchase of the existing
convertible notes, and the potential related market activities by
holders of the existing convertible notes participating in the
repurchases, could increase (or reduce the size of any decrease in)
or decrease (or reduce the size of any increase in) the market
price of the company's common stock, which may affect the trading
price of the Convertible Notes at that time and the initial
conversion price of the Convertible Notes. The company cannot
predict the magnitude of such market activity or the overall effect
it will have on the price of the Convertible Notes or its common
stock.
The Convertible Notes will be offered through a private
placement and will not be registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities
laws. As a result, the Convertible Notes and any common stock
issuable upon conversion of the Convertible Notes may not be
offered or sold in the United
States except pursuant to an applicable exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act. Accordingly, the Convertible Notes will be
offered only to persons reasonably believed to be "qualified
institutional buyers" under Rule 144A of the Securities Act. This
news release is neither an offer to sell nor a solicitation of an
offer to buy the Convertible Notes or any common stock issuable
upon conversion of the Convertible Notes, nor shall there be any
sale of any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Forward-Looking Statements
This news release contains
forward-looking statements, including statements related to the
offerings and the expected use of the net proceeds, which are based
on current expectations, forecasts and assumptions that involve
risks and uncertainties that could cause actual results to differ
materially from any future results, performance or achievements
expressed or implied by such forward-looking statements. These
risks and uncertainties include, without limitation, risks related
to whether the company will consummate the offering of the
Convertible Notes on the expected terms, or at all, whether and on
what terms the company will consummate the existing convertible
notes repurchase transactions described above and the effects of
entering into any such existing convertible notes repurchase
transactions, market and other general economic conditions, and the
fact that the company's management will have discretion in the use
of the proceeds from the sale of the Convertible Notes. The company
refers you to the documents it files with the Securities and
Exchange Commission, specifically the section titled "Item 1A. Risk
Factors" of its annual report on Form 10-K for the year ended
December 31, 2023 and of its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30,
2024 and September 30, 2024,
which contains and identifies important factors that could cause
actual results to differ materially from those contained in the
company's projections or forward-looking statements. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made.
The company undertakes no obligation to update any forward-looking
statement, whether as a result of changes in underlying factors,
new information, future events or otherwise.
About Live Nation Entertainment
Live Nation
Entertainment (NYSE: LYV) is the world's leading live entertainment
company comprised of global market leaders: Ticketmaster, Live
Nation Concerts, and Live Nation Sponsorship.
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SOURCE Live Nation Entertainment