Liberty Media Corp - Sep 14, 2023 Form 4 Insider Report for Live Nation Entertainment, Inc. (LYV)

Role
Director, 10%+ Owner
Signature
Liberty Media Corporation By: /s/ Brittany A. Uthoff Name: Brittany A. Uthoff Title: Vice President and Assistant Secretary
Stock symbol
LYV
Transactions as of
Sep 14, 2023
Transactions value $
-$292,355,000
Form type
4
Date filed
9/15/2023, 05:03 PM
Previous filing
Jul 20, 2023
Next filing
Sep 3, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LYV 2.375% Exch. Sr. Debentures due 2053 (obligation to sell) Sale -$1.15B $1.15B Sep 14, 2023 Common Stock 11M Direct F1, F2, F3
transaction LYV 0.50% Exch. Sr. Debentures due 2050 (obligation to sell) Purchase $858M $62.4M Sep 14, 2023 Common Stock 9.52M Direct F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 14, 2023, the reporting person sold, pursuant to a purchase agreement, $1,150,000,000 aggregate principal amount of its 2.375% exchangeable senior debentures due 2053 (the "Debentures") in a private sale pursuant to Rule 144A. Each $1,000 principal amount of Debentures is initially exchangeable for 9.5320 shares of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock"). Upon exchange at the option of the holder or a purchase of the Debentures pursuant to a holder's put right, the reporting person may elect physical or cash settlement, or a combination thereof.
F2 Each Debenture is exchangeable at the option of the holder during specified periods as set forth in the Remarks section. Holders of the Debentures may put them to the reporting person on September 30, 2028, or prior thereto following the occurrence of a "fundamental change," and the Debentures may be redeemed by the reporting person, (i) in whole or in part, on or after September 30, 2028 at any time, (ii) in whole, but not in part, prior to September 30, 2028, after the occurrence of certain conditions or events or (iii) in whole or in part at any time after the Issuer declares or makes a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the adjusted principal amount of the Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00.
F3 Expiration Date is September 30, 2053.
F4 Each $1,000 principal amount of 0.50% exchangeable senior debentures due 2050 issued by the reporting person (the "0.50% Debentures") is exchangeable for 11.0983 shares of Common Stock. Upon exchange at the option of the holder or a purchase of the 0.50% Debentures pursuant to a holder's put right, the reporting person may elect physical or cash settlement, or a combination thereof.
F5 Each 0.50% Debenture is exchangeable at the option of the holder during specified periods. Holders of the 0.50% Debentures may put them to the reporting person on September 1, 2024, or prior thereto following the occurrence of a "fundamental change," and the 0.50% Debentures may be redeemed by the reporting person, (i) in whole or in part, on or after September 1, 2024 at any time, (ii) in whole, but not in part, prior to September 1, 2024, after the occurrence of certain conditions or events or (iii) in whole or in part at any time after the Issuer declares or makes a dividend or distribution that, pursuant to the terms of the 0.50% Debentures, would reduce the adjusted principal amount of the 0.50% Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00.
F6 On September 14, 2023, the reporting person repurchased, for cash, $857,645,000 aggregate adjusted principal amount of the 0.50% Debentures, plus accrued and unpaid interest.

Remarks:

Each Debenture is exchangeable at the option of the holder, subject to certain terms and conditions, during specified periods after: (i) the calendar quarter ending March 31, 2024, if the market value of the underlying Common Stock exceeds 130% of the adjusted principal amount of the Debenture; (ii) March 31, 2024, if the trading price of a Debenture is less than 98% of the market value of the underlying Common Stock; (iii) the occurrence of a "fundamental change" or a "make-whole fundamental change" with respect to a significant reference company prior to September 30, 2028; (iv) the Debenture is called for redemption; (v) the reporting person elects to transfer its obligations under the Debentures and the indenture governing the Debentures to a "qualified successor entity" that is a Non-Live QSE (as defined in the indenture) on or prior to September 30, 2028 and the reporting person does not provide an irrevocable, full and unconditional guarantee expiring no earlier than September 30, 2028 of such qualified successor entity's payment obligations thereunder; and (vi) the issuer of the Common Stock declares or makes a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the adjusted principal amount of the Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00. The Debentures are also exchangeable at any time during the period commencing on July 1, 2028, through the close of business on the second scheduled trading day immediately preceding September 30, 2028, and during the period commencing on July 1, 2053 through the close of business on the second scheduled trading day immediately preceding the maturity date of the Debentures.