538034AJ8 Filings — Live Nation Entertainment, Inc. - FilingSpy
538034AJ8
Live Nation Entertainment, Inc.
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A giant in live entertainment, this company promotes concerts for thousands of artists, runs the Ticketmaster ticketing platform, and operates venues like House of Blues and Brooklyn Bowl worldwide. It was born in 2010 when concert promoter Live Nation—spun off from Clear Channel in 2005—merged with Ticketmaster, founded in 1976. Fun fact: the House of Blues was co-founded by Dan Aykroyd of The Blues Brothers.
Live Nation shareholders elect 12 directors, approve executive pay, and ratify E&Y as auditor at 2026 annual meeting.
At the June 11, 2026 annual meeting, shareholders elected 12 directors to one-year terms expiring in 2027, including Michael Rapino and Rich Paul.
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The advisory resolution on executive compensation passed with 187,976,286 votes for, 28,703,894 against, and 2,112,048 abstentions.
Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal 2026 with 221,753,602 votes for.
Director election results varied, with Maverick Carter receiving the lowest support (193,131,921 for) and Richard Grenell the highest (216,356,981 for).
The report was filed under Item 5.07 to disclose the voting results of the annual meeting, with Item 9.01 covering the exhibit of the cover page data file.
5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits
Live Nation's VenueCo closes €610M senior secured notes issuance
Live Nation VenueCo, LLC, a bankruptcy-remote special purpose vehicle, issued €610 million aggregate principal amount of fixed rate senior secured notes on May 8, 2026.
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The notes were issued under a Note Purchase Agreement dated April 30, 2026 and a Master Trust Indenture with a First Supplemental Indenture dated May 8, 2026.
The notes are secured by mortgages on real property of four venues in the U.S., Netherlands, and Ireland, plus related personal property and revenue assignments.
The notes are non-recourse to Live Nation Entertainment and its subsidiaries other than the Members and their subsidiaries.
The issuance closed on May 8, 2026, and the agreements will be filed as exhibits to the company's Form 10-Q for the quarter ending June 30, 2026.
1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits
Live Nation reports FY2025 revenue of $25.2B, up 9%, and operating income of $1.3B, up 52%.
Full-year 2025 revenue was $25.2 billion, up 9% from 2024; operating income was $1.3 billion, up 52%; adjusted operating income (AOI) was $2.4 billion, up 10%.
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Concerts segment AOI rose 30% to $687 million with a record margin of 3.3%; fan attendance grew 5% to 159 million.
Ticketing revenue grew 3% to $3.1 billion, with AOI up 1% to $1.1 billion; fee-bearing tickets increased 2% to 346 million.
Sponsorship & Advertising revenue grew 11% to $1.3 billion, with AOI up 11% to $845 million.
For 2026, the company expects double-digit operating income and AOI growth, with capital expenditures of $1.1–$1.2 billion.
Q4 2025 revenue was $6.3 billion, up 11%; consolidated operating loss improved to $(142.7) million from $(239.4) million.
Year-end 2025 event-related deferred revenue was $4 billion, up 21%; over 80% of 2026 large venue shows are booked.
2025 free cash flow—adjusted was $1.3 billion, up from $1.15 billion in 2024.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
Live Nation enters amended credit agreement with $3.7B in new facilities
On October 21, 2025, Live Nation entered into an amended and restated credit agreement with JPMorgan Chase as administrative agent.
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The new senior secured credit facilities include a $1.3B multicurrency revolving facility, a $400M venue expansion revolving facility, a $700M delayed draw term loan A, and a $1.3B term loan B (fully drawn at closing).
Proceeds from the term loan B refinanced obligations under the existing credit agreement; other facilities may fund working capital, general corporate purposes, and venue development.
The revolving facilities and delayed draw term loan A mature October 21, 2030; the term loan B matures October 21, 2032.
The credit agreement includes a financial covenant requiring a maximum consolidated net debt to EBITDA ratio ranging from 6.75x to 5.25x, with step-downs starting March 31, 2027.
1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits
Live Nation closes $1.3B convertible notes offering due 2031
Live Nation Entertainment closed a $1.3 billion offering of 2.875% Convertible Senior Notes due 2031, issued under an indenture with HSBC Bank USA as trustee.
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Initial purchasers have an option to buy up to an additional $100 million principal amount of notes within 13 days of October 10, 2025.
Net proceeds, with borrowings under a new credit facility, will fund the redemption of all 5.625% Senior Notes due 2026, repay term loan B and revolving credit facilities, and for general corporate purposes.
The notes are convertible into cash, common stock, or a combination, at an initial conversion rate of 4.4459 shares per $1,000 principal (about $224.93 per share).
The company plans to amend or refinance its credit facility to include a $1.3B term loan B, $700M delayed draw term loan A, $1.3B multicurrency revolver, and $400M venue expansion revolver.
1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 8.01 Other Events · 9.01 Financial Statements and Exhibits