Liberty Live Holdings, Inc. 4
4 · Live Nation Entertainment, Inc. · Filed Mar 24, 2026
Research Summary
AI-generated summary of this filing
Live Nation (LYV) 10% Owner Liberty Live Exchanges $1.116B Debentures
What Happened
- Liberty Live Holdings, Inc. (reported as a 10% owner of Live Nation) completed a debt-for-debt exchange on March 20, 2026, swapping $1,116,315,000 aggregate principal amount of its 2.375% Exchangeable Senior Debentures due 2053 ("Old Debentures") for an equivalent principal amount of new 2.375% Exchangeable Senior Debentures due 2053 ("New Debentures").
- Each $1,000 principal amount of the New Debentures is exchangeable for the cash value of 9.5320 shares of Live Nation common stock; the $1,116,315,000 principal thus represents roughly the cash value of ~10.64 million shares (approximate). Exchanges and any purchases pursuant to holder put rights are to be cash settled at the holder's option.
- This was a restructuring of debt instruments (derivative securities), not a direct purchase or sale of Live Nation common stock — so it does not represent an open-market buy/sell of shares by an insider.
Key Details
- Transaction date: March 20, 2026. Form 4 filed: March 24, 2026 (filed on the second business day after the transaction).
- Principal exchanged: $1,116,315,000 of Old Debentures exchanged for the same principal amount of New Debentures.
- Exchange ratio: $1,000 principal = cash value of 9.5320 shares → total ~10,640,715 share-equivalent (approximate, cash-settled at holder option).
- New Debentures maturity/expiration: September 30, 2053.
- Relevant rights and windows: New Debentures are exchangeable during specified windows (including July 1–Sept 30, 2032 and July 1–maturity windows) and may be put back or redeemed under certain conditions; holders may put New Debentures on September 30, 2032 (or earlier upon certain events).
- Filing timeliness: Timely (filed within the required two business days).
- Note: Reporting party is a 10% institutional owner — this is a corporate debt restructuring and should not be read as an executive-level trade signal.
Context
- Because these are exchangeable debentures and are cash-settled at the option of the holder, the transaction changes the form of Liberty Live’s debt exposure to Live Nation rather than immediately creating or disposing of equity. Retail investors should view this as a financing/debt-structure event, not an insider purchase or sale of company stock.
Insider Transaction Report
Form 4
Liberty Live Holdings, Inc.
Director10% Owner
Transactions
- Award
2.375% Exch. Sr. Debentures due 2053 (obligation to sell)
[F2][F1][F3][F4][F5][F6]2026-03-20→ Common Stock (10,640,715 underlying) - Disposition to Issuer
New 2.375% Exch. Sr. Deben. due 2053 (obligation to sell)
[F7][F1][F8][F9][F10][F11]2026-03-20→ Common Stock (10,640,715 underlying)
Footnotes (11)
- [F1]On March 20, 2026, the Reporting Person completed an exchange with certain holders of its 2.375% Exchangeable Senior Debentures due 2053 (the "Old Debentures"), pursuant to which the Reporting Person exchanged $1,116,315,000 aggregate principal amount of Old Debentures for an equivalent aggregate principal amount of new 2.375% Exchangeable Senior Debentures due 2053 (the "New Debentures").
- [F10](continued from Note 9) and the Reporting Person does not provide an irrevocable, full and unconditional guarantee expiring no earlier than September 30, 2032 of such qualified successor entity's payment obligations thereunder; and (vi) the Issuer declares or makes a dividend or distribution that, pursuant to the terms of the New Debentures, would reduce the adjusted principal amount of the New Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00. The New Debentures are also exchangeable at any time during the period commencing on July 1, 2032 through the close of business on the second scheduled trading day immediately preceding September 30, 2032, and during the period commencing on July 1, 2053 through the close of business on the second scheduled trading day immediately preceding the maturity date of the New Debentures.
- [F11]The New Debentures expire on September 30, 2053.
- [F2]Each $1,000 original principal amount of Old Debentures is exchangeable for the cash value of 9.5320 shares of the Issuer's common stock ("Common Stock"). The Reporting Person shall cash settle any exchange at the option of the holder or any purchase of the Debentures pursuant to a holder's put right.
- [F3]Each Old Debenture is exchangeable at the option of the holder during specified periods as set forth in Notes 4 and 5 below. Holders of the Old Debentures may put their Old Debentures to the Reporting Person on September 30, 2028, or prior thereto following the occurrence of a "fundamental change," and the Old Debentures may be redeemed by the Reporting Person, (i) in whole or in part, on or after September 30, 2028 at any time, (ii) in whole, but not in part, prior to September 30, 2028, after the occurrence of certain conditions or events or (iii) in whole, but not in part at, any time after the Issuer declares or makes a dividend or distribution that, pursuant to the terms of the Old Debentures, would reduce the adjusted principal amount of the Old Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00.
- [F4]Each Old Debenture is exchangeable at the option of the holder, subject to certain terms and conditions, during specified periods after: (i) the calendar quarter ending March 31, 2024, if the market value of the underlying Common Stock exceeds 130% of the adjusted principal amount of the Old Debenture; (ii) March 31, 2024, if the trading price of the Old Debenture is less than 98% of the market value of the underlying Common Stock; (iii) the occurrence of a "fundamental change" or a "make-whole fundamental change" with respect to a significant reference company prior to September 30, 2028; (iv) the Old Debenture is called for redemption; (v) the Reporting Person elects to transfer its obligations under the Old Debentures and the indenture governing the Old Debentures to a "qualified successor entity" that is a Non-Live QSE (as defined in the indenture) on or prior to September 30, 2028 (continued in Note 5 below)
- [F5](continued from Note 4) and the Reporting Person does not provide an irrevocable, full and unconditional guarantee expiring no earlier than September 30, 2028 of such qualified successor entity's payment obligations thereunder; and (vi) the Issuer declares or makes a dividend or distribution that, pursuant to the terms of the Old Debentures, would reduce the adjusted principal amount of the Old Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00. The Old Debentures are also exchangeable at any time during the period commencing on July 1, 2028 through the close of business on the second scheduled trading day immediately preceding September 30, 2028, and during the period commencing on July 1, 2053 through the close of business on the second scheduled trading day immediately preceding the maturity date of the Old Debentures.
- [F6]The Old Debentures expire on September 30, 2053.
- [F7]Each $1,000 original principal amount of New Debentures is exchangeable for the cash value of 9.5320 shares of Common Stock. The Reporting Person shall cash settle any exchange at the option of the holder or any purchase of the New Debentures pursuant to a holder's put right.
- [F8]Each New Debenture is exchangeable at the option of the holder during specified periods as set forth in Notes 9 and 10 below. Holders of the New Debentures may put their New Debentures to the Reporting Person on September 30, 2032, or prior thereto following the occurrence of a "fundamental change," and the New Debentures may be redeemed by the Reporting Person, (i) in whole or in part, on or after September 30, 2032 at any time, (ii) in whole, but not in part, prior to September 30, 2032, after the occurrence of certain conditions or events or (iii) in whole, but not in part at, any time after the Issuer declares or makes a dividend or distribution that, pursuant to the terms of the New Debentures, would reduce the adjusted principal amount of the New Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00.
- [F9]Each New Debenture is exchangeable at the option of the holder, subject to certain terms and conditions, during specified periods: (i) if the market value of the underlying Common Stock exceeds 130% of the adjusted principal amount of the New Debenture; (ii) if the trading price of the New Debenture is less than 98% of the market value of the underlying Common Stock; (iii) after the occurrence of a "fundamental change" or a "make-whole fundamental change" with respect to a significant reference company prior to September 30, 2032; (iv) after the New Debenture is called for redemption; (v) the Reporting Person elects to transfer its obligations under the New Debentures and the indenture governing the New Debentures to a "qualified successor entity" that is a Non-Live QSE (as defined in the indenture) on or prior to September 30, 2032 (continued in Note 10 below)
Signature
Liberty Live Holdings, Inc. By: /s/ Brittany A. Uthoff Title: Vice President and Assistant Secretary|2026-03-24