Vivid Seats Announces Pricing of Secondary Offering and Repurchase of Class A Common Stock
December 08 2023 - 6:40AM
Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or the “Company”), a
leading marketplace that utilizes its technology platform to
connect millions of buyers with thousands of ticket sellers across
hundreds of thousands of events each year, today announced the
pricing of a secondary underwritten public offering of 18,500,000
shares of the Company’s Class A common stock (“Class A common
stock”) by Hoya Topco, LLC (the “selling stockholder”) at a price
to the public of $6.50 per share. The Company also announced that
it has agreed to purchase an incremental 2,000,000 shares of Class
A common stock from the underwriters in the offering at a per-share
purchase price equal to the price to the public, less underwriting
discounts and commissions, bringing the total offering size to
20,500,000 shares. The selling stockholder has granted the
underwriters a 30-day option to purchase up to an additional
3,075,000 shares of Class A common stock. All of the shares in the
offering will be sold by the selling stockholder.
The offering is expected to close on December
12, 2023, subject to the satisfaction of customary closing
conditions. The Company will not receive any proceeds from the sale
of the shares by the selling stockholder.
Citigroup, Morgan Stanley and BofA Securities
are serving as joint book-running managers for the offering.
Deutsche Bank Securities, RBC Capital Markets and William Blair are
serving as book-running managers. Canaccord Genuity, Raymond James,
The Benchmark Company, Loop Capital Markets, Tigress Financial
Partners, Penserra Securities LLC and Academy Securities are
serving as co-managers for the offering.
The shares are being offered pursuant to a
registration statement on Form S-1 (File No. 333-260839), including
a prospectus, that was declared effective by the Securities and
Exchange Commission (the “SEC”). The offering is being made only by
means of a prospectus supplement and the accompanying prospectus
and prospectus supplements that form a part of the registration
statement. Copies of the final prospectus supplement and
accompanying prospectus and prospectus supplements, when available,
may be obtained on the SEC’s website, www.sec.gov, or from
Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717 (telephone 800-831-9146); Morgan
Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New
York 10014, Attn: Prospectus Department; or BofA Securities,
NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001,
Attn: Prospectus Department or by email at
dg.prospectus_requests@bofa.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Vivid Seats
Founded in 2001, Vivid Seats is a leading online
ticket marketplace committed to becoming the ultimate partner for
connecting fans to the live events, artists, and teams they love.
Based on the belief that everyone should “Experience It Live,” the
Chicago-based company provides exceptional value by providing one
of the widest selections of events and tickets in North America and
an industry leading Vivid Seats Rewards program where all fans earn
on every purchase. Vivid Seats has been chosen as the official
ticketing partner by some of the biggest brands in the
entertainment industry including ESPN, New York Post, and the Los
Angeles Dodgers. Vivid Seats also owns Vivid Picks, a daily fantasy
sports app. Through its proprietary software and unique technology,
Vivid Seats drives the consumer and business ecosystem for live
event ticketing and enables the power of shared experiences to
unite people. Vivid Seats has been recognized by Newsweek as one of
America’s Best Companies for Customer Service in ticketing.
Caution Concerning Forward-Looking
Statements
Certain statements made in this press release
are “forward-looking statements” within the meaning of the “safe
harbor” provisions of the U.S. Private Securities Litigation Reform
Act of 1995, Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements other than statements of historical fact contained
in this press release may be forward-looking statements. When used
in this press release, the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,” “propose”
and variations of these words or similar expressions (or the
negative versions of such words or expressions) are intended to
identify forward-looking statements. The forward-looking statements
contained in this press release include, without limitation,
statements relating to the satisfaction of customary closing
conditions related to, and the Company’s ability to complete, the
offering and the share repurchase. These forward-looking statements
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
the Company’s control, that could cause actual results or outcomes
to differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual
results or outcomes include, but are not limited to, risks and
uncertainties related to general market conditions and the
completion of the offering and the share repurchase on the
anticipated terms, or at all, and other risks detailed in the
Company’s filings with the SEC, including its most recent Annual
Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Contacts:
Investors
Kate Africk, Vivid
SeatsKate.Africk@vividseats.com
Media
Julia Young, Vivid SeatsJulia.Young@vividseats.com
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