Debt |
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| Debt | (6) Debt Debt is summarized as follows:
2.375% Exchangeable Senior Debentures due 2053 and Live Nation Forward Contracts In September 2023, Liberty Media closed a private offering of approximately $1,150 million aggregate principal amount of its 2.375% exchangeable senior debentures due 2053 (the “Old Debentures”). In December 2025, Liberty Media entered into a supplemental indenture to the indenture governing the Old Debentures to irrevocably elect cash-only settlement of exchanges and repurchases of the Old Debentures. The Company assumed the Old Debentures from Liberty Media pursuant to a supplemental indenture executed in connection with the Split-Off. The number of shares of Live Nation common stock (“LYV”) attributable to an Old Debenture represents an initial exchange price of approximately $104.91 per share. Following the Settlement (defined below), a total of approximately 321,000 shares of LYV are attributable to the Old Debentures. Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The Old Debentures may be redeemed by the Company, in whole or in part, on or after September 30, 2028. Holders of the Old Debentures also have the right to require the Company to purchase their Old Debentures on September 30, 2028. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the Old Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. On March 20, 2026, the Company closed privately negotiated exchanges with certain holders of the Old Debentures, for its newly issued 2.375% Exchangeable Senior Debentures due 2053 (the “New Debentures” and, together with the Old Debentures, the “Debentures”) (the “Settlement”). In connection with the Settlement, approximately $1,116 million aggregate principal amount of New Debentures were issued in exchange for approximately $1,116 million aggregate principal amount of Old Debentures in a non-cash transaction, resulting in the subsequent cancellation of such Old Debentures. As of September 30, 2026, approximately $34 million aggregate principal amount of Old Debentures remain outstanding. In connection with the issuance of the New Debentures, on March 20, 2026, the Company entered into an indenture (the “Indenture”) with U.S. Bank Trust Company, National Association, as trustee. The New Debentures bear interest at a rate of 2.375% per annum and will mature on September 30, 2053. Interest on the New Debentures will accrue from December 31, 2025, and will be payable quarterly, on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2026. The New Debentures are unsecured senior obligations of the Company. Subject to certain terms and conditions, upon an exchange of New Debentures, the Company will deliver cash having a value equal to the value of the shares of LYV attributable to such New Debentures. Initially, 9.5320 shares of LYV common stock are attributable to each $1,000 original principal amount of New Debentures, representing an initial exchange price of approximately $104.91 for each share of Live Nation common stock. A total of approximately 10.6 million shares of Live Nation common stock are initially attributable to the New Debentures. The New Debentures may be redeemed by the Company, in whole or in part, on or after September 30, 2032. Holders of the New Debentures also have the right to require the Company to purchase their New Debentures on September 30, 2032. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the New Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. The Company has elected to account for the Debentures using the fair value option. See note 3 for information related to unrealized gains (losses) on debt measured at fair value. In May 2025, LN Holdings 1, LLC (“LNSPV”), an indirect wholly owned special purpose subsidiary of the Company, entered into certain agreements (the “2025 Forward Contracts”), which obligate LNSPV to deliver up to an aggregate of approximately 10.5 million shares of LYV based on the share prices for LYV over a specified period ending in the first quarter of 2027. Alternatively, LNSPV may choose to deliver cash. As of September 30, 2026, approximately 10.5 million of the Company’s LYV shares with a value of $1,776 million were to the 2025 Forward Contracts. The 2025 Forward Contracts allow LNSPV to elect to receive prepayment amounts up to the present value at such time or times of approximately $1.15 billion, in the aggregate. As of September 30, 2026, the holders of the Debentures have the ability to exchange their Debentures for the period from October 1, 2026 to December 31, 2026, given that the trading value of the reference shares exceeded 130% of the par value for at least twenty of the last thirty trading days in the third quarter of 2026. Given the holders’ ability to exchange the Debentures within a one-year period from the balance sheet date and the Company’s requirement to settle any exchange in cash, the Debentures have been classified as current within the condensed consolidated balance sheet as of September 30, 2026. Live Nation Margin Loan The Live Nation Margin Loan agreement is a $400 million revolving line of credit. On September 12, 2025, the Live Nation Margin Loan agreement was amended to, among other things, extend the maturity date to September 8, 2028 and change the interest rate to the Adjusted Term plus 1.875%. The undrawn portion carries a commitment fee of 0.50% per annum. Interest on the margin loan is payable on the last business day of each calendar quarter. As of September 30, 2026, availability under the Live Nation Margin Loan was $400 million. As of September 30, 2026, approximately 9.0 million of the Company’s LYV shares with a value of $1,519 million were to the loan. The Live Nation Margin Loan contains various affirmative and negative covenants that restrict the activities of the borrower. The loan agreement does not include any financial covenants. Fair Value of Debt Due to the variable rate nature of the Live Nation Margin Loan, the carrying amount approximates fair value as of September 30, 2026. |
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