LOS ANGELES, Dec. 17, 2020 /PRNewswire/ — Live Nation Entertainment, Inc. (NYSE: LYV) (the "company") announced that it intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of senior secured notes due 2028 (the "Notes"). Obligations under the Notes will be guaranteed by the company and the company’s existing and future domestic restricted subsidiaries that guarantee the company’s senior secured credit facility.
The Notes and the related guarantees will be secured by first-priority liens on substantially all of the company’s and the guarantors’ assets, and such liens and the related guarantees will be equal and ratable with the indebtedness under the company’s senior secured credit facility and 6.500% Senior Secured Notes due 2027.
The company intends to use the net proceeds from the offering to repay $75 million aggregate principal amount of the company’s senior secured term loan B facility, for general corporate purposes, including acquisitions and organic investment opportunities, and to pay fees and expenses related to the offering. Completion of the offering of the Notes is subject to, among other things, pricing and market conditions.
The Notes and the related note guarantees 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 Notes and the related note guarantees may not be offered or sold in the United States or to any "U.S. persons" except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes and the related note guarantees will be offered only to "qualified institutional buyers" under Rule 144A of the Securities Act and, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. This news release is neither an offer to sell nor a solicitation of an offer to buy the Notes, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 Notes on the expected terms, or at all, market and other general economic conditions, and the fact that the company’s management will have discretion in the use of the proceeds from any sale of the 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, 2019 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, 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. Based upon changing conditions, should any risk or uncertainty that has already materialized, such as, for example, the risks and uncertainties posed by the global COVID-19 pandemic, worsen in scope, impact or duration, or should one or more of the currently unrealized risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. 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.