Item 1.01. Entry into a Material Definitive Agreement.



On January 4, 2021, Live Nation Entertainment, Inc. (the "Company") closed its
previously announced offering of $500.0 million in aggregate principal amount of
3.750% senior secured notes due 2028 (the "Notes"), and in connection therewith,
the Company, certain of the Company's subsidiaries, as guarantors, and U.S. Bank
National Association, as trustee and collateral agent, entered into an indenture
(the "Notes Indenture") governing the Notes on the same date.

After the payment of fees and expenses in connection with the Notes offering,
the Company intends to use the remaining proceeds from the Notes offering to
repay $75.0 million aggregate principal amount of the Company's senior secured
term loan B facility and for general corporate purposes, including acquisitions
and organic investment opportunities.

Pursuant to the Notes Indenture, the Notes will bear interest at the rate of
3.750% per annum, payable on January 15 and July 15 of each year beginning on
July 15, 2021. The Notes will mature on January 15, 2028. Prior to January 15,
2024, the Company may redeem up to 35% of the Notes using the proceeds of
certain equity offerings at a redemption price equal to 103.750% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the redemption date. The Company may redeem some or all of the Notes, at
any time prior to January 15, 2024, at a price equal to 100% of the principal
amount thereof, plus any accrued and unpaid interest to, but excluding, the date
of redemption, plus a "make-whole" premium described in the Notes Indenture. In
addition, on or after January 15, 2024, the Company may redeem some or all of
the Notes at any time at the redemption prices specified in the Notes Indenture,
plus any accrued and unpaid interest to the date of redemption. The Company is
required to offer to purchase the Notes at 101% of their aggregate principal
amount, plus accrued and unpaid interest to the repurchase date, if specified
change of control events occur.

The Notes are guaranteed by a majority of the Company's direct and indirect
domestic subsidiaries, subject to certain exceptions, and are secured by a first
priority lien on substantially all of the tangible and intangible personal
property of the Company and the Company's domestic subsidiaries that are
guarantors, and by a pledge of substantially all of the shares of stock,
partnership interests and limited liability company interests of the Company's
direct and indirect domestic subsidiaries, subject to certain exceptions, which
is substantially the same collateral that secures the Company's senior secured
credit facility. The Notes will not be guaranteed by any of the Company's
foreign subsidiaries or unrestricted subsidiaries, although certain of the
Company's foreign subsidiaries may guarantee foreign obligations under the
Company's senior secured credit facility.

The Notes and guarantees are senior secured obligations of the Company and the
guarantors, (i) rank equally in right of payment with all of the Company's and
the guarantors' existing and future senior indebtedness (including the Company's
senior secured credit facility and its 6.500% Senior Secured Notes due 2027),
(ii) rank equally to all of the Company's and the guarantors' existing and
future senior secured indebtedness to the extent of the value of the collateral
securing the Notes and the guarantees, which ranking they share pari passu with
the Company's senior secured credit facility and its 6.500% Senior Secured Notes
due 2027, (iii) are effectively senior in right of payment to all of the
Company's and the guarantors' existing and future unsecured indebtedness
(including the Company's 2.0% Convertible Senior Notes due 2025, 4.75% Senior
Notes due 2027, 2.5% Convertible Senior Notes due 2023, 4.875% Senior Notes due
2024 and 5.625% Senior Notes due 2026), and (iv) are effectively senior to all
of the Company's and the guarantors' existing and future indebtedness secured on
a junior basis to the extent of the value of the collateral securing the Notes
and the guarantees. The Notes are structurally subordinated


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to all of the existing and future liabilities of any of the Company's existing
and future subsidiaries that do not guarantee the Notes (including obligations
under the Company's senior secured credit facility guaranteed by certain of the
Company's foreign restricted subsidiaries). The Notes are structurally
subordinated to all of the Company's and the guarantors' existing and future
obligations that are secured by assets other than the collateral securing the
Notes and the guarantees to the extent of the value of such assets (including
certain obligations under the Company's senior secured credit facility to the
extent of the value of the assets of the Company's foreign subsidiaries that are
pledged as collateral securing such obligations).

If an Event of Default as defined in the Notes Indenture occurs and is
continuing, the trustee or the holders of at least 25% of the aggregate
principal amount then outstanding of the Notes may declare all the outstanding
Notes to be due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default arising from specified events of bankruptcy or
insolvency with respect to the Company, all the outstanding Notes will become
due and payable without any further action or notice on the part of the trustee
or any holders of the Notes.

The Notes Indenture contains covenants that limit, among other things, the
Company's ability and the ability of the Company's restricted subsidiaries to:
•incur certain additional indebtedness or issue preferred stock;
•make certain distributions, investments and other restricted payments;
•sell certain assets;
•place restrictions on the ability of restricted subsidiaries to make payments
to the Company;
•create certain liens;
•merge, consolidate or sell substantially all of the Company's assets; and
•enter into certain transactions with affiliates.
These covenants are subject to important exceptions and qualifications and many
of these covenants will not be applicable during any period of time when the
Notes have an investment grade rating.

The Notes and the guarantees were sold in private offerings in reliance on Rule
144A and Regulation S under the Securities Act of 1933, as amended (the
"Securities Act"). The offer and sale of the Notes and the guarantees have not
been registered under the Securities Act, or any state securities laws, and
unless so registered, the Notes and guarantees may not be offered or sold except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 "Entry into a Material Definitive Agreement" is incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.                                           Exhibit Description
104                       Cover Page Interactive Data File (embedded within the Inline XBRL document)








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Forward Looking Statements



Certain statements in this Current Report on Form 8-K may constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements related to the expected use of the net proceeds, which are
based on current expectations, forecasts and assumptions that involve risks and
uncertainties that could cause actual results to differ materially from any
future results, performance or achievements expressed or implied by such
forward-looking statements. These risks and uncertainties include, without
limitation, risks related to market and other general economic conditions and
the fact that the Company's management will have discretion in the use of the
proceeds from the sale of the Notes. The Company refers you to the documents it
files with the Securities and Exchange Commission, specifically the section
titled "Item 1A. Risk Factors" of its Annual Report on Form 10-K for the year
ended December 31, 2019 and its Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2020, June 30, 2020 and September 30, 2020, which contain and
identify important factors that could cause actual results to differ materially
from those contained in the Company's forward-looking statements. You are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. Based upon changing
conditions, should any risk or uncertainty that has already materialized, such
as, for example, the risks and uncertainties posed by the global COVID-19
pandemic, worsen in scope, impact or duration, or should one or more of the
currently unrealized risks or uncertainties materialize, or should any
underlying assumptions prove incorrect, actual results may vary materially from
those described in any forward-looking statements. The Company undertakes no
obligation to update any forward-looking statement, whether as a result of
changes in underlying factors, new information, future events or otherwise.

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