Live Nation Entertainment, Inc. (NYSE: LYV) (the "company") today announced that it priced an offering of $950 million in aggregate principal amount of its 4.75% senior notes due 2027 (the "Senior Notes").
The Senior Notes were priced at 100.000% of their principal amount. The company intends to enter into an amendment to its existing senior secured credit facility (the "new senior secured credit facility") concurrently with the closing of the Senior Notes offering.
The company intends to use the net proceeds from this offering, together with borrowings under its new senior secured credit facility, to redeem all of its existing 5.375% senior notes due 2022, to repay in full borrowings under its existing senior secured credit facility, to pay related fees and expenses and for general corporate purposes, including acquisitions. The Senior Notes will be guaranteed by certain of the company's existing and future domestic subsidiaries and will be senior unsecured obligations of the company.
The closing date of the Senior Notes offering will be October 17, 2019, subject to customary closing conditions. The completion of the Senior Notes offering is not conditioned upon the company's entry into the new senior secured credit facility.
The Senior 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 Senior Notes 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 Senior Notes 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 Senior 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 Senior 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 Senior 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, 2018, 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.
Live Nation Entertainment & ProfiBusiness.world
October 2, 2019