Live Nation Entertainment Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

LONG-TERM DEBT

LONG-TERM DEBT

3 Months Ended

Mar. 31, 2026

Long-term debt, which includes finance leases, consisted of the following:


		March 31, 2026		December 31, 2025
		(in thousands)
Senior Secured Credit Facility:


	Term loan B	$	1,296,750	$	1,300,000

6.5% Senior Secured Notes due 2027		1,200,000		1,200,000
3.75% Senior Secured Notes due 2028		500,000		500,000


4.75% Senior Notes due 2027		950,000		950,000


3.125% Convertible Senior Notes due 2029		999,958		999,958
2.875% Convertible Senior Notes due 2030		1,100,000		1,100,000
2.875% Convertible Senior Notes due 2031		1,400,000		1,400,000
Other debt		1,129,737		818,701
Total principal amount		8,576,445		8,268,659
	Less: unamortized discounts and debt issuance costs	(66,249)		(69,011)
Total debt, net of unamortized discounts and debt issuance costs		8,510,196		8,199,648
	Less: current portion (1)	1,800,776		587,630
Total long-term debt, net		$	6,709,420	$	7,612,018
__________
(1)	As of March 31, 2026, 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 March 31, 2026, 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 April 1, 2026 through June 30, 2026 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.

Subsequent Event

On April 30, 2026, Live Nation VenueCo, LLC (“VenueCo”), a bankruptcy-remote, special purpose vehicle owned by certain bankruptcy-remote, special purpose entities (the “Participants”), which are indirect subsidiaries of the Company, entered into an agreement to issue €610 million aggregate principal amount of fixed rate senior secured notes (the “Notes”) under a bankruptcy-remote, non-recourse financing facility. The Notes are proposed to be issued in the following tranches: (i) Series 2026 A-1 and A-2 with an aggregate principal amount of €345 million with an annual interest rate of 5.67% maturing on December 31, 2047, (ii) Series 2026 B-2 with an aggregate principal amount of €45 million with an annual interest rate of 5.38% maturing on December 31, 2037, (iii) Series 2026 C-1 and C-2 with an aggregate principal amount of €145 million with an annual interest rate of 5.03% maturing on December 31, 2032, and (iv) Series 2026 D-1 with an aggregate principal amount of €75 million with an annual interest rate of 5.77% maturing on December 31, 2055. Each tranche amortizes on a scheduled basis except that the Series 2026 B-2 is non-amortizing prior to its stated maturity. VenueCo and the other Members also entered into a Master Trust Indenture and a First Supplemental Indenture, in each case, with Mount Street Mortgage Servicing Limited as master trustee and master servicer, HSBC Bank USA, N.A. as depositary and the other parties thereto. The offering of the Notes is expected to close on or about May 8, 2026.

The Notes are secured by, among other things, the real property and related personal property comprising the following venues: Ruoff Music Center (Noblesville, IN); Credit Union 1 Amphitheatre (Tinley Park, IL); Ziggo Dome (Amsterdam, Netherlands); and 3Arena (Dublin, Ireland) (the “Venues”), together with the monthly current and deferred revenues from the Venues after deduction of operating expenses (“Pledged Revenues”). The Pledged Revenues (other than deferred revenues, to the extent not yet released) are applied towards payment of agreed fees and expenses and agreed reserve accounts for debt service and for the operation, maintenance and capital expenditures associated with the Venues. Only if all the foregoing reserve accounts are fully funded, no event of default exists, and the Venues meet specified minimum historical and projected senior and combined debt service coverage ratios (collectively, “Release Conditions”) may cash be allocated to subordinated indebtedness and distributed to VenueCo and then, through various distributions or intercompany loans, potentially to the Company.

The proceeds from the Notes, after payment of transaction expenses and funding of required reserves, will be used to repay secured debt at one of the Venues and may be retained by the Participants or be made available as a distribution or loan to the Company or one or more of its other subsidiaries, in each case, for general corporate purposes.