Quarterly report [Sections 13 or 15(d)]

LONG-TERM DEBT

v3.25.3
LONG-TERM DEBT
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
Long-term debt, which includes finance leases, consisted of the following:
September 30, 2025 December 31, 2024
(in thousands)
Senior Secured Credit Facility:
Term loan B $ 821,608  $ 828,163 
Revolving credit facility 775,000  — 
6.5% Senior Secured Notes due 2027 1,200,000  1,200,000 
3.75% Senior Secured Notes due 2028 500,000  500,000 
5.625% Senior Notes due 2026 300,000  300,000 
4.75% Senior Notes due 2027 950,000  950,000 
2.0% Convertible Senior Notes due 2025 —  83,957 
3.125% Convertible Senior Notes due 2029 1,000,000  1,000,000 
2.875% Convertible Senior Notes due 2030 1,100,000  1,100,000 
Other debt 753,411  529,257 
Total principal amount 7,400,019  6,491,377 
Less: unamortized discounts and debt issuance costs (42,494) (53,308)
Total debt, net of unamortized discounts and debt issuance costs 7,357,525  6,438,069 
Less: current portion (1)
1,250,813  260,901 
Total long-term debt, net $ 6,106,712  $ 6,177,168 
__________
(1)
As of September 30, 2025, the current portion includes the full principal amount of the 3.125% convertible senior notes due 2029 (the “2029 Notes”) as, in accordance with the 2029 Notes indenture, the closing price of our common stock achieved specified targets during the three months ended September 30, 2025, which gives the holders of the 2029 Notes the option to surrender all or any portion of the 2029 Notes. The Company can elect to settle any surrendered 2029 Notes with common stock and/or cash. The surrender window is currently from October 1, 2025 through December 31, 2025 and may be extended at each quarter end thereafter depending on our future stock price.
All debt without a stated maturity date is considered current and is reflected as maturing in the earliest period shown in the table above. See Note 5 – Fair Value Measurements for discussion of the fair value measurement of our debt.
Other Debt
As of September 30, 2025, other debt includes $275.0 million for a note due in 2026 related to an acquisition of a venue in the United States during the first quarter of 2023 and $136.1 million for a Euro denominated note due in 2025.
Debt Extinguishment
On February 18, 2025, we utilized $84.8 million of our existing cash balance to repay the remaining aggregate principal amount of our 2.0% convertible senior notes due February 2025 plus accrued interest and we issued 182,560 shares of common stock to holders as a result of conversion.
Subsequent Events
2.875% Convertible Senior Notes due 2031
On October 10, 2025, we issued $1.4 billion aggregate principal amount of 2.875% Convertible Senior Notes due 2031 (the “Notes”). In conjunction with this issuance, we intend to use the net proceeds from the Notes, together with borrowings under the new senior secured credit facility detailed below, (i) to fund the redemption (the “Redemption”) in full of all of the Company’s 2026 Notes, (ii) to repay in full amounts outstanding under the Company’s term loan B facility and the revolving credit facilities under the Company’s existing senior secured credit facility, (iii) to pay related fees and expenses in connection with the uses described in clauses (i) and (ii), and (iv) for general corporate purposes.
Interest on the Notes is payable semi-annually in arrears on April 15 and October 15, beginning on April 15, 2026, at a rate of 2.875% per annum. The Notes will mature on October 15, 2031, unless earlier repurchased, redeemed or converted. The Notes will be convertible, under certain circumstances, until July 15, 2031, and on or after such date without condition, at an initial conversion rate of 4.4459 shares of our common stock per $1,000 principal amount of notes, subject to adjustment. Upon
conversion, the notes may be settled in, at our election, shares of common stock or cash or a combination of cash and shares of common stock.
We may redeem for cash all or any portion of the Notes, at our option, on or after October 20, 2028 and before the 41st scheduled trading day before the maturity date, if the sales price of our common stock reaches specified targets as defined in the indenture. The redemption price will equal 100% of the principal amount of the notes plus accrued interest, if any.
If we experience a fundamental change, as defined in the indenture governing the Notes, the holders of the Notes may require us to purchase for cash all or a portion of the Notes, subject to specified exceptions, at a repurchase price equal to the principal amount of the Notes plus accrued and unpaid interest, if any.
5.625% Senior Notes due 2026 Note Redemption
In connection with the Redemption, on October 9, 2025, the Company issued a notice of conditional full redemption to redeem the 2026 Notes on November 8, 2025 (the “Redemption Date”) at a redemption price determined in accordance with the indenture governing the 2026 Notes plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.
Senior Secured Credit Facility
On August 14, 2025, we drew down $775.0 million from our existing senior secured credit facility primarily to finance the acquisition of an additional 24% interest in OCESA from CIE and for other general corporate purposes. This borrowing was fully repaid in October 2025.
On October 21, 2025, we amended, amended and restated and refinanced, our existing senior secured credit facility and entered into an amended and restated credit agreement (the “2025 Credit Agreement”). The 2025 Credit Agreement provides for, among other things, (i) a $1.3 billion term loan B facility (the “new term loan B facility”) , (ii) a $700.0 million delayed draw term loan A facility (the “new delayed draw term loan A facility”), (iii) a $1.3 billion multicurrency revolving credit facility (the “new multicurrency revolving credit facility”), and (iv) a $400.0 million venue expansion revolving credit facility (the “new venue expansion revolving credit facility” and together with the new multicurrency revolving credit facility, the “new revolving credit facilities”).
We are required to pay a commitment fee of 0.35% per year on the undrawn portion available under the new revolving facilities and the new delayed draw term loan A facility, and customary letter of credit fees, as necessary.
The 2025 Credit Agreement contains a financial covenant that requires us to maintain a maximum ratio of consolidated net debt to consolidated EBITDA (both as defined in the 2025 Credit Agreement) that ranges from 6.75x to 5.25x, with the first measurement occurring after the quarter ended March 31, 2026, the first step down of 0.50x occurring on March 31, 2027 and additional step downs of 0.50x occurring annually thereafter.
The new revolving facilities and new delayed draw term loan A facility mature on October 21, 2030 if certain conditions are met in accordance with the 2025 Credit Agreement. The new term loan B facility matures on October 21, 2032. Upon closing of the 2025 Credit Agreement, the new term loan B facility of $1.3 billion was fully drawn while the new delayed draw term loan A facility and the new revolving credit facilities were undrawn.