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Live Nation Entertainment Announces Launch Of Convertible Senior Notes Offering

Live Nation Entertainment Announces Launch Of Convertible Senior Notes Offering

live nation entertainment 宣布启动可转换优先票据的发行
PR Newswire ·  12/03 19:39

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.

洛杉矶,2024年12月3日 /PRNewswire/ -- live nation entertainment公司(纽交所:LYV)("公司")今天宣布,计划在市场和其他条件允许的情况下,提供总额为10亿的可转换高级票据,截止日期为2030年("可转换票据")。公司计划将可转换票据发行的净收益用于(i) 财务部份回购其到期日为2025年、利率为2.00%的可转换高级票据("现有可转换票据"),通过与现有可转换票据的有限数量持有者进行一项或多项单独谈判的交易;(ii) 清偿公司现有的循环信贷额度下的未偿还金额;(iii) 支付相关费用和开支;以及(iv) 用于一般公司目的,包括偿还或回购某些未偿债务。

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.

关于可转换票据的发行,公司预计将赋予初始购买者在可转换票据首次发行的日起的13天内有权购买额外的总额为10000万的可转换票据。如果初始购买者行使其购买额外可转换票据的选项,则公司计划将额外出售可转换票据的净收益用于一般公司目的,包括偿还或回购公司某些未偿债务。

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.

可转换票据将按半年支付利息,除非在此日期之前以其条款进行回购、赎回或转换。截止到2029年10月15日营业结束前的工作日,可转换票据将仅在满足特定条件和特定时间段内进行转换;之后,可转换票据将可在到期日前第二个预定交易日营业结束前的任何时间进行转换。转换时,持有可转换票据的人将根据公司的选择,获得公司的普通股、现金或两者的结合。可转换票据的持有者有权要求公司以100%的面值加上任何应计和未支付的利息,回购全部或部分可转换票据,在发生构成"根本变更"的特定公司事件时,该事件在可转换票据的契约中有定义。公司在2028年1月24日之前不得赎回可转换票据。公司可以选择在2028年1月24日或之后,并在到期日期前的第41个预定交易日期之前,现金赎回全部或任何部分可转换票据,但只有在(i) 公司发出赎回通知之日可转换票据为"自由交易",并且在公司发出赎回通知的最近利息支付日将所有应计和未支付的附加利息(如果有)全额支付,以及(ii) 公司普通股的最后报告销售价格在指定时间内至少为当前有效的转换价格的130%。赎回价格将等于要赎回的可转换票据的100%面值,加上应计和未支付的利息(不包括赎回日期)。

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.

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.

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.

前瞻性声明
本新闻稿包含前瞻性声明,包括与发行及预期净收益使用相关的声明,这些声明基于当前的期望、预测和假设,涉及风险和不确定性,可能导致实际结果与这些前瞻性声明所表达或暗示的未来结果、表现或成就有重大不同。这些风险和不确定性包括,但不限于,风险相关于公司是否将在预期条款下完成可转换债券的发行,或者根本没有,是否及在何种条款下公司将完成上述现有可转换债券回购交易以及参与任何此类现有可转换债券回购交易的影响,市场及其他一般经济条件,以及公司管理层在使用可转换债券销售收益时的酌情决定。公司提请您注意其向证券交易委员会提交的文件,特别是其截至2023年12月31日的年度报告的“项目1A. 风险因素”部分及其截至2024年3月31日、2024年6月30日和2024年9月30日的季度报告,文件中包含的内容及其识别的重要因素,可能导致实际结果与公司预测或前瞻性声明中包含的内容有重大不同。请您谨慎对待这些前瞻性声明,仅在做出时有效。公司不承担更新任何前瞻性声明的义务,无论是因基础因素的变化、新信息、未来事件或其他原因。

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.

关于live nation entertainment
live nation entertainment(纽交所:LYV)是全球领先的现场娱乐公司,其由全球市场领导者组合而成:Ticketmaster、Live Nation Concerts以及Live Nation Sponsorship。

SOURCE Live Nation Entertainment

来源:live nation entertainment

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