LOS
ANGELES, Dec. 3, 2024 /PRNewswire/ -- Live Nation
Entertainment, Inc. (NYSE: LYV) (the "company") today announced
that it priced its previously announced offering of $1.0 billion in aggregate principal amount of its
2.875% convertible senior notes due 2030 (the "Convertible
Notes"). The Convertible Notes were priced at 100.000% of
their principal amount. 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.
The Convertible Notes will have an initial conversion rate of
5.2005 shares of the company's common stock per $1,000 principal amount of the Convertible Notes
(equivalent to an initial conversion price of approximately
$192.29 per share of the company's
common stock). The initial conversion price represents a premium of
approximately 40% to the $137.35 per
share closing price of the company's common stock on The New York
Stock Exchange on December 3,
2024.
In connection with the Convertible Notes offering, the company
granted 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 initial closing date
of the Convertible Notes offering is expected to occur on
December 6, 2024.
The Convertible Notes will accrue interest at a rate of 2.875%
per annum, payable semi-annually in arrears on January 15 and July
15 of each year, beginning on July
15, 2025. The Convertible Notes 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.
On December 3, 2024, the company
agreed to repurchase approximately $316.0
million in aggregate principal amount of the existing
convertible notes from a limited number of holders in privately
negotiated transactions for an aggregate purchase price of
approximately $414.0 million.
The company expects that holders of the existing convertible notes
that sell their existing convertible notes to the company in any
existing convertible notes repurchase transaction described above
may enter into or unwind various derivatives with respect to the
company's common stock and/or purchase or sell shares of 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) in the market to hedge
their exposure in connection with these transactions. In
particular, the company expects that many holders of the existing
convertible notes employ a convertible arbitrage strategy with
respect to the existing convertible notes and have a short position
with respect to the company's common stock that they would close,
through purchases of the company's common stock and/or the entry
into or unwind of economically equivalent derivatives transactions
with respect to the company's common stock, in connection with the
company's repurchase of their existing convertible notes. The
repurchase of the company's existing convertible notes, and the
potential related market activities by holders of the existing
convertible notes participating in the existing convertible notes
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 may have affected
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, or estimate the effect such market activity may have
had on the initial conversion price of the Convertible Notes.
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 the
company will consummate the existing convertible notes repurchase
transactions described above on the expected terms, or at all, the
effects of entering into the existing convertible notes repurchase
transactions described above, 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.
Contact:
Investors: IR@livenation.com
Media: Media@livenation.com
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SOURCE Live Nation Entertainment