v3.26.1
LONG-TERM DEBT
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
Long-term debt, which includes finance leases, consisted of the following:
June 30, 2026December 31, 2025
(in thousands)
Senior Secured Credit Facility:
Term loan B$1,293,500 $1,300,000 
6.5% Senior Secured Notes due 20271,200,000 1,200,000 
3.75% Senior Secured Notes due 2028500,000 500,000 
4.75% Senior Notes due 2027950,000 950,000 
3.125% Convertible Senior Notes due 2029999,956 999,958 
2.875% Convertible Senior Notes due 20301,100,000 1,100,000 
2.875% Convertible Senior Notes due 20311,400,000 1,400,000 
VenueCo Notes692,413 — 
Other debt1,146,468 818,701 
Total principal amount9,282,337 8,268,659 
Less: unamortized discounts and debt issuance costs(80,872)(69,011)
Total debt, net of unamortized discounts and debt issuance costs9,201,465 8,199,648 
Less: current portion (1)
2,968,381 587,630 
Total long-term debt, net$6,233,084 $7,612,018 
__________
(1)
As of June 30, 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 June 30, 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 July 1, 2026 through September 30, 2026 and may be extended at each quarter end thereafter depending on our future stock price.
The current portion also includes the full principal amount of the 6.5% Senior Secured Notes as the notes will mature on May 15, 2027.
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 June 30, 2026, other debt includes $145.2 million of finance leases primarily related to a venue in the United States.
VenueCo Financing
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 were 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. Voluntary prepayments are permitted at any time, in whole or in part, at par plus accrued interest plus a “make-whole” premium based on discounted remaining cash flows using a reference government yield plus a specified spread. Mandatory prepayments are required from certain specified proceeds.
The Notes were issued pursuant to a Note Purchase Agreement dated April 30, 2026 providing for the issuance of the Notes by VenueCo on behalf of and as representative for issuers located in other jurisdictions (together with VenueCo, the “Members”). VenueCo and the Members also entered into a Master Trust Indenture, dated April 30, 2026, and a First Supplemental Indenture, dated May 8, 2026, in each case with respect to such indenture and supplement, 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 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. As of June 30, 2026, we had restricted cash of $85.3 million due to the VenueCo Note Purchase Agreement included in other current assets on our consolidated balance sheets.
A portion of proceeds from the Notes, after payment of transaction expenses and funding of required reserves, was used to repay secured debt at one of the Venues and the remaining proceeds were retained by the Participants and may be made available as a distribution or loan to the Company or one or more of its other subsidiaries, in each case, or for general corporate purposes.
Certain actions (including admission or withdrawal of Participants and their related venues, incurrence of additional indebtedness, changes in service providers, certain collateral releases and framework restructuring events) are conditioned on receipt of a confirmation from a ratings agency that no downgrade of the rating of the Notes and other secured indebtedness of VenueCo below a specified ratings level (a “Ratings Trigger Event”) will result. Certain mandatory prepayment obligations may be triggered by a Ratings Trigger Event, and certain actions (such as change of control, addition of a venue or participant and issuance of additional debt) are only permitted if no Ratings Trigger Event will occur.
The Notes include customary covenants for structured and project-style financings, including limitations on additional indebtedness, liens, asset dispositions, investments, restricted payments, affiliate transactions, negative pledges and mergers or acquisitions involving the Members and the Participants. The Master Indenture and related intercompany loan agreements also include financial maintenance covenants with respect to the Members and the Participants, specifically minimum historical and projected senior debt service coverage ratios, tested quarterly, with a limited equity cure feature. The documentation also includes customary representations, warranties and events of default.