---
schema_version: "secwatch.filing_event.v1"
accession: "0001335258-23-000006"
form_type: "8-K"
ticker: "LYV"
cik: "0001335258"
company_name: "Live Nation Entertainment, Inc."
filed_at: "2023-01-13T23:59:59+00:00"
generated_at: "2026-06-20T15:13:44.145917+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Live Nation closes $1.1B 3.125% convertible note offering to refinance 2023 notes

## Summary
- Total issued: $1.1B ($1.0B base + $100M option exercised) of 3.125% Convertible Senior Notes due 2029.
- Initial conversion price ~$108.39/share (50% premium over $72.26 closing price on Jan 9, 2023).
- Net proceeds: ~$489.3M to repurchase $440M of 2.5% convertible notes due 2023; ~$75.6M for capped calls; remainder for general corporate.
- Capped call transactions with cap price $144.52/share (100% premium) to reduce dilution upon conversion.
- Notes offered via Rule 144A private placement; up to 13.8M shares may be issued upon conversion initially.

## SEC filing metadata
- accession: 0001335258-23-000006
- form_type: 8-K
- ticker: LYV
- cik: 0001335258
- company_name: Live Nation Entertainment, Inc.
- filed_at: 2023-01-13T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1335258/000133525823000006/0001335258-23-000006-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1335258/000133525823000006/lyv-20230109.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001335258-23-000006
- JSON: https://secwatch.observer/filing/0001335258-23-000006.json
- Plain text: https://secwatch.observer/filing/0001335258-23-000006.txt

## Key facts
- Debt Financings
  Live Nation Entertainment, Inc. incurred convertible notes of $1.0 billion principal amount with HSBC Bank USA, National Association at 3.125% maturing January 15, 2029.
  - Instrument: convertible notes
  - Principal: $1.0 billion principal amount
  - Counterparty: HSBC Bank USA, National Association
  - Rate: 3.125%
  - Maturity: January 15, 2029
  - Event: incurrence
  source text: On January 12, 2023, Live Nation Entertainment, Inc. (the “Company”) closed its previously announced offering of $1.0 billion principal amount of 3.125% Convertible Senior Notes due 2029 (the “Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1335258/000133525823000006/0001335258-23-000006-index.htm
- Material Agreements
  Live Nation Entertainment, Inc. entered into Purchase Agreement with certain initial purchasers valued at $100.0 million principal amount of Notes (effective 2023-01-09).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: certain initial purchasers
  - Value: $100.0 million principal amount of Notes
  - Effective: 2023-01-09
  source text: on January 9, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with certain initial purchasers (the “Initial Purchasers”) agreeing, subject to customary conditions, to issue and sell the Notes to the Initial Purchasers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1335258/000133525823000006/0001335258-23-000006-index.htm
- Material Agreements
  Live Nation Entertainment, Inc. entered into Indenture with HSBC Bank USA, National Association valued at $1.0 billion principal amount (effective 2023-01-12).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: HSBC Bank USA, National Association
  - Value: $1.0 billion principal amount
  - Effective: 2023-01-12
  source text: On January 12, 2023, Live Nation Entertainment, Inc. (the “Company”) closed its previously announced offering of $1.0 billion principal amount of 3.125% Convertible Senior Notes due 2029 (the “Notes”). The Notes were issued pursuant to an indenture (the “Indenture”) dated as of January 12, 2023 between the Company and HSBC Bank USA, National Association, as trustee (the “Trustee”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1335258/000133525823000006/0001335258-23-000006-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.