Item 1.01 Entry into a Material Definitive Agreement.

Indenture and Notes



On January 12, 2023, Live Nation Entertainment, Inc. (the "Company") closed its
previously announced offering of $1.0 billion principal amount of 3.125%
Convertible Senior Notes due 2029 (the "Notes"). The Notes were issued pursuant
to an indenture (the "Indenture") dated as of January 12, 2023 between the
Company and HSBC Bank USA, National Association, as trustee (the "Trustee").

In connection therewith, on January 9, 2023, the Company entered into a purchase
agreement (the "Purchase Agreement") with certain initial purchasers (the
"Initial Purchasers") agreeing, subject to customary conditions, to issue and
sell the Notes to the Initial Purchasers. Pursuant to the Purchase Agreement,
the Company granted the Initial Purchasers an option to purchase, for settlement
within a period of 13 days from, and including, January 12, 2023, up to an
additional $100.0 million principal amount of Notes. On January 10, 2023, the
Initial Purchasers informed the Company that they were exercising their option
to purchase the additional $100.0 million of Notes. The Notes issued on January
12, 2023 include $100.00 million principal amount of Notes issued pursuant to
the full exercise by the initial purchasers of such option.

After payment of the cost of entering into the capped call transactions
described below, the use of approximately $489.3 million of the net proceeds
from the Notes offering to repurchase approximately $440.0 million aggregate
principal amount of its 2.5% convertible senior notes due 2023 and the payment
of fees and expenses, the Company intends to use the remaining proceeds from the
Notes offering for general corporate purposes, which may include the repayment
or repurchase of certain of the Company's outstanding indebtedness.

The Notes will be the Company's senior, unsecured obligations and will be (i)
equal in right of payment to the rights of creditors under the Company's other
existing and future unsecured unsubordinated indebtedness; (ii) senior in right
of payment to the rights of creditors under indebtedness expressly subordinated
to the Notes; (iii) effectively subordinated to the Company's existing and
future secured indebtedness, to the extent of the value of the collateral
securing that indebtedness; and (iv) structurally subordinated to all existing
and future indebtedness and other liabilities, including trade payables, and (to
the extent the Company is not a holder thereof) preferred equity, if any, of the
Company's subsidiaries. The Notes will not be guaranteed by any of the Company's
subsidiaries.

The Notes will accrue interest at a rate of 3.125% per annum, payable
semi-annually in arrears on January 15 and July 15 of each year, beginning on
July 15, 2023. The Notes will mature on January 15, 2029, unless earlier
repurchased, redeemed or converted. The Notes are convertible, at a holder's
election, in multiples of $1,000 principal amount, into cash, shares of the
Company's common stock or a combination of cash and shares of the Company's
common stock, with such form of consideration at the Company's election, based
on the applicable conversion rate and only under certain circumstances specified
within the Indenture. The initial conversion rate for the Notes is 9.2259 shares
of common stock per $1,000 principal amount of Notes (equivalent to an initial
conversion price of approximately $108.39 per share of common stock), subject to
adjustment as provided in the Indenture. Holders will not receive any cash
payment or additional shares representing accrued and unpaid interest upon
conversion of a note, except in limited circumstances. Instead, interest will be
deemed paid by the cash, shares of the Company's common stock or the combination
of cash and shares of the Company's common stock paid or delivered, as the case
may be, to a holder upon conversion.

The Notes will be redeemable in whole or in part, at the Company's option, on a
redemption date occurring on or after January 21, 2026 and before the 41st
scheduled trading day before the maturity date, but only if the last reported
sale price per share of the Company's common stock equals or exceeds 130% of the
conversion price (i) each of at least 20 trading days, whether or not
consecutive, during the 30 consecutive trading days ending on, and including,
the trading day immediately before the date the Company sends the related
redemption notice; and (ii) the trading day immediately before the date the
Company sends such notice. In addition, calling any Note for redemption will
constitute a "Make-Whole Fundamental Change" (as defined in the Indenture) with
respect to that Note, in which case the conversion rate applicable to the
conversion of that Note will be increased in certain circumstances if it is
converted after it is called for redemption.

If certain corporate events that constitute a "Fundamental Change" (as defined
in the Indenture) occur, then noteholders may require the Company to repurchase
their Notes at a cash repurchase price equal to the principal amount of the
Notes to be repurchased plus accrued and unpaid interest, if any, to, but
excluding, the Fundamental Change repurchase date. The definition of Fundamental
Change includes certain business combination transactions involving the Company
and certain de-listing events with respect to the Company's common stock.


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If an event of default as defined in the Indenture occurs and is continuing
(other than specified events of bankruptcy or insolvency with respect to the
Company), the trustee or the holders of at least 25% in principal amount of the
outstanding Notes may declare all the outstanding Notes to be due and payable
. . .

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 3.02 Unregistered Sales of Equity Securities



The information set forth under Item 1.01 is incorporated into this Item 3.02 by
reference. The Notes were issued to the Initial Purchasers in reliance on
Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities
Act") in transactions not involving any public offering, and the Initial
Purchasers resold the Notes in reliance upon Rule 144A under the Securities Act
to persons reasonably believed to be "qualified institutional buyers," as
defined therein. Any shares of the Company's common stock that may be issued
upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of
the Securities Act as involving an exchange by the Company exclusively with its
security holders. Initially, a maximum of 13,838,900 shares of the Company's
common stock may be issued upon conversion of the Notes, based on the initial
maximum conversion rate of 13.8389 shares of common stock per $1,000 principal
amount of Notes, which is subject to customary anti-dilution adjustment
provisions.


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Item 8.01 Other Events.



On January 9, 2023, the Company issued two press releases, one announcing that
it had launched its private offering of Notes and one announcing that it had
priced its private offering of Notes. On January 12, 2023, the Company issued a
press release announcing that it had closed its private offering of Notes.
Copies of these press releases are filed as Exhibits 99.1, 99.2 and 99.3 to this
Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.                                           Exhibit Description
99.1                        Press Release, dated January 9, 2023, issued by Live Nation Entertainment,
                          Inc. titled "Live Nation Entertainment Announces

Launch Of Convertible


                          Senior Notes Offerings".
99.2                        Press Release, dated January 9, 2023, issued by

Live Nation Entertainment,


                          Inc. titled "Live Nation Entertainment Announces Pricing Of Upsized
                          Convertible Senior Notes Offerings".
99.3                        Press Release, dated January 12, 2023, issued by Live Nation
                          Entertainment, Inc. titled "Live Nation

Entertainment Announces Closing Of


                          Upsized Convertible Senior Notes Offerings".
104                       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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. The
Company wishes to caution its investors that there are some known and unknown
factors that could cause actual results to differ materially from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The Company's investors are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this Current Report on Form 8-K. All subsequent written and oral
forward-looking statements by or concerning the Company are expressly qualified
in their entirety by the cautionary statements above. The Company does not
undertake any obligation to publicly update or revise any forward-looking
statements because of new information, future events or otherwise.

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