LIVE NATION ENTERTAINMENT ANNOUNCES PRICING OF CONVERTIBLE SENIOR NOTES OFFERING

Rhea-AI Summary

Live Nation (NYSE: LYV) priced a private offering of $1.3 billion aggregate principal of 2.875% convertible senior notes due Oct 15, 2031 at 100.000% of par. The notes carry an initial conversion rate of 4.4459 shares per $1,000 (initial conversion price ≈ $224.93, ~50% premium to the $149.95 close on Oct 8, 2025). The company granted initial purchasers a 13-day option to purchase up to an additional $100 million. Expected initial closing is Oct 10, 2025. Net proceeds, together with borrowings under a new senior secured credit facility, are intended to: (i) fund full redemption of the company’s 5.625% 2026 notes, (ii) repay term loan B and revolving credit balances, (iii) pay related fees, and (iv) for general corporate purposes. The offering is Rule 144A to qualified institutional buyers and conditioned for the planned 2026-notes redemption on receipt of at least $302,437,500 gross proceeds.

Positive

• Raises $1.3B in long-dated convertible financing
• Conversion price set at ≈ $224.93 (≈50% premium)
• Proceeds intended to redeem 5.625% 2026 notes in full
• Intends to repay term loan B and revolver balances

Negative

• Creates $1.3B new convertible indebtedness maturing 2031
• Planned 2026-notes redemption conditioned on ≥ $302,437,500 gross proceeds
• Anticipated new senior secured facilities total $3.7B in initial capacity

Insights

Capital Markets Strategist

Live Nation priced a $1.3B convertible note to refinance nearer-term debt and provide liquidity.

The company issued 2.875% convertible senior notes due 2031 with an initial conversion price near $224.93, a roughly 50% premium to the 10/08/2025 closing share price. The proceeds, together with a new senior secured facility, are earmarked to redeem the 5.625% 2026 notes, repay the term loan B and revolver balances, and for general corporate purposes including venue funding or debt repurchases.

Key dependencies and risks include successful closing (initial closing expected on 10/10/2025), potential exercise of the $100.0M additional purchase option, and conditional redemption of the 2026 notes which requires at least $302,437,500 gross proceeds. The notes limit early conversion windows and restrict redemption until 10/20/2028, while offering conversion flexibility near maturity.

Watch the initial closing within the next days, the exercise of the additional $100.0M option within the 13-day window, and whether the company completes the described senior secured financing package. These items should resolve over the next few weeks to months and will determine the near-term capital structure impact.

LOS ANGELES, Oct. 8, 2025 /PRNewswire/ -- Live Nation Entertainment, Inc. (NYSE: LYV) (the "company") today announced that it priced its previously announced offering of $1.3 billion in aggregate principal amount of its 2.875% convertible senior notes due 2031 (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, together with borrowings under the new senior secured credit facility, (i) to fund the redemption (the "planned redemption") in full of all of the company's 5.625% Senior Notes due 2026 (the "2026 notes"), (ii) to repay in full amounts outstanding under the company's term loan B facility and the revolving credit facilities under the company's existing senior secured credit facility, (iii) to pay related fees and expenses in connection with the uses described in clauses (i) and (ii), and (iv) for general corporate purposes, which may include funding future venues or the repayment or repurchase of certain of its outstanding indebtedness.

The Convertible Notes will have an initial conversion rate of 4.4459 shares of the company's common stock per $1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of approximately $224.93 per share of the company's common stock). The initial conversion price represents a premium of approximately 50% to the $149.95 per share closing price of the company's common stock on The New York Stock Exchange on October 8, 2025.

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 October 10, 2025.

The Convertible Notes will accrue interest at a rate of 2.875% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The Convertible Notes will mature on October 15, 2031, 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 July 15, 2031, the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods; on or after July 15, 2031, 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 amount, 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 October 20, 2028. The company may redeem for cash all or any portion of the Convertible Notes (subject to certain limitations), at its option, on a redemption date occurring on or after October 20, 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.

Following the pricing of the Convertible Notes offering and in connection with the planned redemption, the company will issue a notice of conditional full redemption to redeem the 2026 notes on November 8, 2025 (the "redemption date") at a redemption price determined in accordance with the indenture governing the 2026 notes plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The planned redemption will be conditioned upon the receipt by the company of at least $302,437,500 in gross proceeds from the Convertible Notes offering.

Following the Convertible Notes offering, the company intends to amend, amend and restate or refinance the company's existing senior secured credit facility pursuant to which the company expects to obtain, (i) a term loan B facility in an initial aggregate principal amount of $1,300 million, (ii) a $700 million delayed draw term loan A facility, (iii) a $1,300 million multicurrency revolving credit facility, and (iv) a $400 million venue expansion revolving credit facility (the "other transactions"). The closing of the other transactions is not a condition to the closing of the sale 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 offering 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 other 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, 2024 and of its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, 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

FAQ

What did Live Nation announce about the convertible notes offering (LYV) on October 9, 2025?

Live Nation priced $1.3 billion of 2.875% convertible senior notes due Oct 15, 2031, with an initial conversion price of ≈ $224.93 per share.

How will Live Nation (LYV) use proceeds from the $1.3B convertible notes offering?

Proceeds, together with new senior secured borrowings, are intended to redeem the 5.625% 2026 notes, repay term loan B and revolvers, pay fees, and for general corporate purposes.

When is the initial closing date for Live Nation's convertible notes offering (LYV)?

The initial closing date is expected to occur on October 10, 2025.

What is the conversion rate and conversion price for LYV convertible notes?

Initial conversion rate is 4.4459 shares per $1,000 principal, equivalent to an initial conversion price of ≈ $224.93 per share.

Is Live Nation offering more than $1.3B of convertible notes (LYV)?

Yes. Initial purchasers have a 13-day option to buy up to an additional $100 million aggregate principal amount.

Are the LYV convertible notes registered for public sale in the U.S.?

No. The notes are offered in a private placement under Rule 144A only to qualified institutional buyers.