LOS ANGELES, Oct. 8, 2025 /PRNewswire/ — Stay Nation Leisure, Inc. (NYSE: LYV) (the “firm”) right now introduced that it priced its beforehand introduced providing of $1.3 billion in mixture principal quantity of its 2.875% convertible senior notes due 2031 (the “Convertible Notes”). The Convertible Notes had been priced at 100.000% of their principal quantity. The corporate intends to make use of the online proceeds from the Convertible Notes providing, along with borrowings below the brand new senior secured credit score facility, (i) to fund the redemption (the “deliberate redemption”) in stuffed with all the firm’s 5.625% Senior Notes due 2026 (the “2026 notes”), (ii) to repay in full quantities excellent below the corporate’s time period mortgage B facility and the revolving credit score services below the corporate’s present senior secured credit score facility, (iii) to pay associated charges and bills in reference to the makes use of described in clauses (i) and (ii), and (iv) for normal company functions, which can embrace funding future venues or the compensation or repurchase of sure of its excellent indebtedness.
The Convertible Notes can have an preliminary conversion charge of 4.4459 shares of the corporate’s widespread inventory per $1,000 principal quantity of the Convertible Notes (equal to an preliminary conversion value of roughly $224.93 per share of the corporate’s widespread inventory). The preliminary conversion value represents a premium of roughly 50% to the $149.95 per share closing value of the corporate’s widespread inventory on The New York Inventory Trade on October 8, 2025.
In reference to the Convertible Notes providing, the corporate granted the preliminary purchasers the best to buy, for settlement inside a 13-day interval starting on, and together with, the date the Convertible Notes are first issued, as much as a further $100.0 million mixture principal quantity of Convertible Notes. If the preliminary purchasers train their choice to buy extra Convertible Notes, then the corporate intends to make use of the extra web proceeds from the sale of the extra Convertible Notes for normal company functions, which can embrace the compensation or repurchase of sure of the corporate’s excellent indebtedness. The preliminary cut-off date of the Convertible Notes providing is predicted to happen on October 10, 2025.
The Convertible Notes will accrue curiosity at a charge of two.875% every year, payable semi-annually in arrears on April 15 and October 15 of every 12 months, starting on April 15, 2026. The Convertible Notes will mature on October 15, 2031, until repurchased, redeemed or transformed in accordance with their phrases previous to such date. Previous to the shut of enterprise on the enterprise day instantly previous July 15, 2031, the Convertible Notes will probably be convertible solely upon satisfaction of sure situations and through sure durations; on or after July 15, 2031, the Convertible Notes will probably be convertible at any time till the shut of enterprise on the second scheduled buying and selling day instantly previous the maturity date. Upon conversion, holders of the Convertible Notes will obtain shares of the corporate’s widespread inventory, money or a mix thereof, on the firm’s election. Holders of the Convertible Notes can have the best to require the corporate to repurchase all or a portion of their Convertible Notes at 100% of their principal quantity, plus any accrued and unpaid curiosity, upon the prevalence of sure company occasions constituting a “basic change” as outlined within the indenture for the Convertible Notes. The corporate might not redeem the Convertible Notes previous to October 20, 2028. The corporate might redeem for money all or any portion of the Convertible Notes (topic to sure limitations), at its possibility, on a redemption date occurring on or after October 20, 2028 and earlier than the forty first scheduled buying and selling day earlier than the maturity date, however provided that (i) the Convertible Notes are “freely tradable” as of the date the corporate sends the associated discover of redemption, and all accrued and unpaid extra curiosity, if any, has been paid in full as of the newest curiosity cost date occurring on or earlier than the date the corporate sends the associated discover of redemption and (ii) the final reported sale value of the corporate’s widespread inventory has been no less than 130% of the conversion value then in impact for a specified time period. The redemption value will equal 100% of the principal quantity of the Convertible Notes to be redeemed, plus any accrued and unpaid curiosity to, however excluding, the redemption date.
Following the pricing of the Convertible Notes providing and in reference to the deliberate redemption, the corporate will challenge a discover of conditional full redemption to redeem the 2026 notes on November 8, 2025 (the “redemption date”) at a redemption value decided in accordance with the indenture governing the 2026 notes plus accrued and unpaid curiosity, if any, to, however excluding, the redemption date. The deliberate redemption will probably be conditioned upon the receipt by the corporate of no less than $302,437,500 in gross proceeds from the Convertible Notes providing.
Following the Convertible Notes providing, the corporate intends to amend, amend and restate or refinance the corporate’s present senior secured credit score facility pursuant to which the corporate expects to acquire, (i) a time period mortgage B facility in an preliminary mixture principal quantity of $1,300 million, (ii) a $700 million delayed draw time period mortgage A facility, (iii) a $1,300 million multicurrency revolving credit score facility, and (iv) a $400 million venue growth revolving credit score facility (the “different transactions”). The closing of the opposite transactions just isn’t a situation to the closing of the sale of the Convertible Notes.
The Convertible Notes will probably be supplied via a personal placement and won’t be registered below the Securities Act of 1933, as amended (the “Securities Act”), or any state securities legal guidelines. Because of this, the Convertible Notes and any widespread inventory issuable upon conversion of the Convertible Notes might not be supplied or offered in the US besides pursuant to an relevant exemption from, or in a transaction not topic to, the registration necessities of the Securities Act. Accordingly, the Convertible Notes will probably be supplied solely to individuals moderately believed to be “certified institutional patrons” below Rule 144A of the Securities Act. This information launch is neither a proposal to promote nor a solicitation of a proposal to purchase the Convertible Notes or any widespread inventory issuable upon conversion of the Convertible Notes, nor shall there be any sale of any securities in any jurisdiction by which such supply, solicitation or sale could be illegal.
Ahead-Trying Statements
This information launch incorporates forward-looking statements, together with statements associated to the providing and the anticipated use of the online proceeds, that are primarily based on present expectations, forecasts and assumptions that contain dangers and uncertainties that might trigger precise outcomes to vary materially from any future outcomes, efficiency or achievements expressed or implied by such forward-looking statements. These dangers and uncertainties embrace, with out limitation, dangers associated as to if the corporate will consummate the providing of the Convertible Notes on the anticipated phrases, or in any respect, whether or not and on what phrases the corporate will consummate the opposite transactions, market and different normal financial situations, and the truth that the corporate’s administration can have discretion in using the proceeds from the sale of the Convertible Notes. The corporate refers you to the paperwork it recordsdata with the Securities and Trade Fee, particularly the part titled “Merchandise 1A. Danger Components” of its annual report on Type 10-Okay for the 12 months ended December 31, 2024 and of its Quarterly Reviews on Type 10-Q for the quarters ended March 31, 2025 and June 30, 2025, which incorporates and identifies vital elements that might trigger precise outcomes to vary materially from these contained within the firm’s projections or forward-looking statements. You might be cautioned to not place undue reliance on these forward-looking statements, which communicate solely as of the date on which they’re made. The corporate undertakes no obligation to replace any forward-looking assertion, whether or not on account of modifications in underlying elements, new info, future occasions or in any other case.
About Stay Nation Leisure
Stay Nation Leisure (NYSE: LYV) is the world’s main reside leisure firm comprised of worldwide market leaders: Ticketmaster, Stay Nation Concert events, and Stay Nation Sponsorship.
SOURCE Stay Nation Leisure
