LIVE NATION ENTERTAINMENT Announces Launch of Convertible Senior Notes Offering

Angel, January 9, 2023 /PRNewswire/ — Live Nation Entertainment, Inc. (NYSE: LYV ) (the “Company”) announced today that it intends to offer, subject to market and other conditions, $850 million The aggregate principal amount of convertible senior notes due 2029 (“Convertible Notes”). The company intends to use a portion of the net proceeds from the convertible note offering to fund the cost of conducting the capped call option transaction described below. The company intends to use the remainder of the net proceeds from the issue of the convertible notes, in relation to one or more holders of the existing convertible notes, to pay related fees and expenses and for general corporate purposes , which may include repaying or repurchasing certain of its outstanding debt.

With respect to the Convertible Notes offering, the Company wishes to grant the initial purchaser the right to settle within 13 days from and including the date of initial issue of the Convertible Notes, up to an additional $85 million The aggregate principal amount of the convertible note. Should the initial purchaser exercise its option to purchase additional convertible notes, the company intends to use a portion of the additional net proceeds to fund the cost of conducting additional capped call option trades, as described below.

Interest payable on the Convertible Notes will be accrued semi-annually and will be January 15, 2029, unless repurchased, redeemed or converted in accordance with its terms prior to that date.Before the close of business on the previous business day October 15, 2028, the Convertible Notes are only convertible for a specified period upon satisfaction of certain conditions; 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 common stock of the company, cash, or a combination thereof, at the company’s option. Upon the occurrence of certain corporate events that constitute a “fundamental change,” the holders of the convertible notes will have the right to require the company to repurchase all or part of the convertible notes at 100% of the principal amount plus any accrued and unpaid interest as defined in the deed to convert the note.The company may not redeem the convertible notes until January 21, 2026. The Company may, at its option, redeem all or any portion of the Convertible Notes for cash on or after the Redemption Date January 21, 2026 Prior to the 41st scheduled business day prior to the expiration date, provided that the last reported sale price of the Company’s common stock was at least 130% of the conversion price then in effect for the specified period of time. The Redemption Price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus any accrued and unpaid interest up to but not including the Redemption Date.

In connection with the pricing of the Convertible Notes, the Company anticipates entering into privately negotiated capped call option transactions with one or more Initial Purchasers or their affiliates and/or other financial institutions (“Option Counterparties”). Subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the Cap Subscription Transaction is expected to initially cover the number of shares of the Company’s common stock to which the Convertible Notes relate. If the initial purchaser exercises its option to purchase additional convertible notes, the company expects to enter into an additional capped call option transaction with the option counterparty.

The Capped Redemption Transaction is expected to generally reduce potential dilution of the Company’s common stock upon conversion of the Convertible Notes and/or offset any potential cash payments that the Company would need to make in excess of the principal amount of the Convertible Notes, as the case may be. However, dilution would still occur and/or would not be offset if the market price per share of the Company’s common stock, as measured by the terms of the capped call option transaction, exceeded the cap price of the capped call option transaction. In each case, such potential The market price paid for in cash exceeds the cap price at which the capped call option trades.

In establishing their initial hedge against the capped call option trade, the option counterparties or their respective affiliates are expected to enter into various derivative transactions in respect of the Company’s common stock and/or purchase the Company’s common stock concurrently with or shortly thereafter share. Pricing of Convertible Notes. This activity may increase (or reduce the magnitude of any decrease in) the then-current market price of the Company’s common stock or convertible notes.

In addition, option counterparties or their respective affiliates may modify their hedged positions by entering into or unwinding various derivatives with respect to the Company’s common stock and/or by purchasing or selling shares of the Company’s common stock or other securities of the Company in the secondary market Transactions after the pricing of the Convertible Notes and before the maturity of the Convertible Notes (and (x)) are likely to be within any conversion reference period associated with conversion of the Convertible Notes or after any repurchase of the Convertible Notes conduct the company in connection with any fundamental change, and (y) is likely to do so after the company repurchases the convertible notes, rather than in connection with any fundamental change, should the company elect to unwind the corresponding portion of the associated capped call transaction with such repo). This activity may also cause or prevent an increase or decrease in the market price of the Company’s common stock or convertible notes, which could affect the ability of the holders to convert the convertible notes, and to the extent that activities occur after conversion or during any period associated with the convertible notes The conversion reference period associated with the conversion may affect the number of shares of the company’s common stock and the value of the consideration that holders will receive upon conversion of the convertible notes.

With respect to the pricing of the Convertible Notes, the Company also expects to repurchase the existing Convertible Notes in one or more separate and separately negotiated transactions with one or more existing Convertible Noteholders. The Company anticipates that holders of existing Convertible Notes selling their existing Convertible Notes in the manner described above may enter into or unwind various derivatives on the Company’s common or enter into derivative offerings or their respective affiliates) and/or purchase or sell the Company’s common stock concurrently with or shortly after the pricing of the Convertible Notes. Repurchases of existing convertible notes, and potential related market activity in which holders of existing convertible notes participate in repurchases, may increase (or reduce the size of any reduction) or reduce (or reduce the size of any increase in) the Company’s common stock The market price of the convertible notes may affect the transaction 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 its overall effect on the price of the Convertible Notes or its common stock.

The Convertible Notes will be offered in a private placement and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws.Accordingly, the Convertible Notes and any common shares issuable upon conversion of the Convertible Notes shall not be United States Except pursuant to an applicable exemption, or in a transaction not subject to the registration requirements of the securities laws. Accordingly, the Convertible Notes will be offered only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A of the Securities Act. This press release is neither an offer to sell nor a solicitation of an offer to purchase the Convertible Notes or any ordinary shares issuable upon conversion of the Convertible Notes, nor shall there be any securities for sale in any jurisdiction in which such an offer, solicitation or sale will is illegal.

forward-looking statement
This press release contains forward-looking statements, including statements related to this offering and the anticipated use of net proceeds, which are based on current expectations, forecasts and assumptions and involve risks and uncertainties that could cause actual results to differ materially from any future results Such forward-looking statements express or imply results, performance or achievements. These risks and uncertainties include, but are not limited to, risks related to whether the Company will complete the Convertible Notes offering on the expected terms or in full accordance with the expected terms and effects of the capped call option transaction described above, market and other general economic conditions, and the Company’s The fact that the proceeds from the sale of the convertible notes will be used at management’s discretion. The Company refers you to its filings with the Securities and Exchange Commission, specifically the section entitled “Item 1A Risk Factors” of its Annual Report on Form 10-K. December 31, 2021, which contain and identify important factors that could cause actual results to differ materially from those contained in the company’s forecasts or forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. 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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/live-nation-entertainment-announces-launch-of-convertible-senior-notes-offering-301716420.html

SourceLive Nation Entertainment