Live Nation Entertainment Inc SEC Filings

Live Nation Entertainment entered into an amended and restated credit agreement on October 21, 2025 with JPMorgan as administrative and collateral agent. The package includes a $1.3 billion multicurrency revolving credit facility (with sublimits of $250 million for letters of credit and $200 million for swingline loans), a $400 million venue expansion revolver, a $700 million delayed draw term loan A, and a $1.3 billion term loan B that was fully drawn at closing.

Term loan B proceeds refinanced obligations under the prior agreement, with any excess for working capital, general corporate purposes, and other permitted transactions. Borrowings under the revolvers and the delayed draw term loan A may be used for working capital, general corporate purposes (including new venue development and construction for the venue facility), and other permitted transactions.

The revolvers and delayed draw term loan A mature on October 21, 2030, subject to a springing maturity tied to the Company’s 2027 notes; the term loan B matures on October 21, 2032. Pricing: term loan B at Term SOFR + 2.00% or base + 1.00%; revolvers and term loan A at Term SOFR + 1.50% or base + 0.50%, with two stepdowns based on secured leverage. Fees include a 0.35% commitment fee on undrawn amounts. Covenants include a maximum net debt to EBITDA ratio stepping from 6.75x to 5.25x, first tested after the quarter ended March 31, 2026.

Live Nation Entertainment closed a private offering of $1.3 billion 2.875% Convertible Senior Notes due 2031 and granted initial purchasers an option for an additional $100.0 million. The notes are senior unsecured and pay interest semi‑annually, maturing on October 15, 2031. They are convertible at the company’s election into cash, shares, or a mix, at an initial conversion rate of 4.4459 shares per $1,000 (implying $224.93 per share), with customary adjustments.

The company plans to use proceeds, together with borrowings under a new senior secured credit facility, to redeem its 5.625% Senior Notes due 2026, repay amounts outstanding under its term loan B and revolving facilities, and for related fees and general corporate purposes. A conditional full redemption notice for the 2026 notes was issued for November 8, 2025.

Live Nation expects to amend or refinance its credit facility to include a $1.3 billion term loan B, a $700 million delayed draw term loan A, a $1.3 billion multicurrency revolver, and a $400 million venue expansion revolver. The notes may be redeemed by the company on or after October 20, 2028 if conditions are met, including a stock price at least 130% of the conversion price for the required period. The offering was executed under Section 4(a)(2)/Rule 144A.

Live Nation completed a material acquisition increasing its ownership in OCESA to 75%. The company purchased an additional 24% of OCESA Entretenimiento from CIE for approximately 12,118.6 million Mexican pesos (about $651.5 million at the then-prevailing exchange rate). The purchase price is subject to a mutually agreed post-closing purchase price adjustment mechanism. The transaction was financed with the company’s available cash on hand and borrowings under its revolving credit facility, and reflects the company’s move to increase its stake in OCESA.

State Street Corporation filed a Schedule 13G reporting its holdings in Live Nation Entertainment Inc. (LYV). The filing discloses beneficial ownership of 10,915,144 shares, equal to 4.7% of the outstanding common stock, with shared voting power on 8,191,530 shares and shared dispositive power on 10,914,605 shares. The statement specifies the securities are held in the ordinary course of business and were not acquired to change or influence control.

Filing details: The event date reported is 06/30/2025 and the Schedule is signed by Elizabeth Schaefer, Senior Vice President and Chief Accounting Officer, on 08/08/2025. Several State Street Global Advisors subsidiaries are identified as investment advisers associated with these holdings.

Michael Rapino, President & CEO and a director of Live Nation Entertainment (LYV), received 150,604 restricted shares upon conversion of performance shares after attainment of a stock-price performance target under the company's 2005 Stock Incentive Plan (amended March 21, 2024). The award stems from performance targets measured over a period beginning July 1, 2022 and ending December 31, 2027.

Fifty percent of the issued restricted shares vested immediately; the remainder vests 20% on the second anniversary of the attainment date, 20% on the third anniversary, and the final 10% on the third anniversary or on December 31, 2027 if earlier. 40,551 shares were withheld to satisfy tax obligations at an effective price of $149.29 per share, resulting in reported beneficial ownership of 4,313,462 shares after the withholding (4,354,013 before withholding). Vesting of remaining shares is conditioned on continued employment.

Michael Rowles, EVP & General Counsel of Live Nation Entertainment (LYV), received 10,040 shares of restricted common stock upon attainment of a stock-price performance target under the company’s long-term plan. Those performance shares converted to restricted stock on 08/06/2025, with 50% vesting immediately and the remainder scheduled to vest 20% on 08/06/2026, 20% on 08/06/2027 and 10% on 12/31/2027 (or earlier if applicable). 2,704 shares were withheld for tax purposes at a price of $149.29 per share. Following these transactions, Rowles’ reported direct beneficial ownership is 208,909 shares. The performance awards are measured against stock-price targets over a performance period running from 01/01/2023 to 12/31/2027.

John Hopmans, EVP, M&A and Strategic Finance at Live Nation Entertainment (LYV), had 39,005 performance shares convert into restricted common stock on 08/06/2025 after a stock price target was met. Fifty percent of those shares vested on the attainment date; the remaining 50% vest in scheduled increments of 20%, 20% and 10% on the first, second and third anniversaries of the attainment date (with final vesting no later than December 31, 2028), subject to continued employment.

Of the shares issued, 9,904 were withheld for tax withholding at a price of $149.29 per share, leaving the reporting person with 212,486 shares beneficially owned following the reported transactions. The Form 4 was filed by one reporting person and documents these awards and withholdings.

Live Nation Entertainment's President & CFO Joe Berchtold reported that 100,402 performance shares converted into restricted stock after a stock-price performance target was met. Fifty percent of those shares vested immediately on 08/06/2025, while the remainder vests 20% on 08/06/2026, 20% on 08/06/2027 and 10% on 12/31/2027, subject to continued employment.

As part of the vesting, 27,034 shares were withheld for taxes at $149.29 per share. Following the reported transactions, Berchtold beneficially owns 982,012 shares directly. The award originates from the company's 2005 Stock Incentive Plan and reflects performance-share settlement mechanics rather than open-market purchases or sales.