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 that it
has commenced an exchange offer (the “Offer”) and consent
solicitation (the “Consent Solicitation”) relating to its
outstanding public warrants to purchase shares of its Class A
common stock, par value $0.0001 per share (“Class A Common Stock”).
The purpose of the Offer and Consent Solicitation is to simplify
the Company’s capital structure and reduce the potential dilutive
impact of the warrants, thereby providing the Company with more
flexibility for financing its operations in the future. Vivid Seats
also announced that its Board of Directors has authorized the
repurchase of up to $40 million of the Company’s outstanding shares
of its Class A Common Stock following the completion of the Offer
and Consent Solicitation and until the end of March 2023. The
Company intends to fund the share repurchase program with cash from
operations and cash on hand. No share repurchases will be made
under the share repurchase program until the Offer is complete.
“We are committed to strategically deploying
capital to drive long-term value for shareholders. Our technology
marketplace has a long track record of growth, profitability and
strong cash flow conversion that enables us to selectively
repurchase shares. The share repurchase program underscores our
confidence in continued cash flow generation,” said Lawrence Fey,
Vivid Seats CFO.
Exchange Offer and Consent Solicitation
Relating to Public Warrants
The Company is offering to all holders of its
public warrants the opportunity to receive 0.240 shares of Class A
Common Stock in exchange for each outstanding public warrant
tendered by the holder and exchanged pursuant to the Offer.
Pursuant to the Offer, the Company is offering up to an aggregate
of 4,351,864 shares of its Class A Common Stock in exchange for the
public warrants.
Concurrently with the Offer, the Company is also
soliciting consents from holders of the public warrants to amend
the warrant agreement that governs all of the public warrants (the
“Warrant Agreement”) to permit the Company to require that each
public warrant that is outstanding upon the closing of the Offer be
converted into 0.213 shares of Class A Common Stock, which is a
ratio 12.7% less than the exchange ratio applicable to the Offer
(such amendment, the “Warrant Amendment”). Pursuant to the terms of
the Warrant Agreement, all except certain specified modifications
or amendments require the vote or written consent of holders of at
least 65% of the outstanding public warrants. Accordingly, the
adoption of the Warrant Amendment will require the consent of
holders of at least 65% of the outstanding public warrants.
Eldridge Industries, LLC, which holds approximately 28.5% of the
outstanding public warrants, has agreed to tender its public
warrants in the Offer and to consent to the Warrant Amendment in
the Consent Solicitation pursuant to a tender and support
agreement. Accordingly, if holders of an additional approximately
36.5% of the outstanding public warrants consent to the Warrant
Amendment in the Consent Solicitation, and the other conditions of
the Offer are satisfied or waived, then the Warrant Amendment will
be adopted. The offering period will continue until 11:59 p.m.,
Eastern Daylight Time, on June 29, 2022, or such later time and
date to which the Company may extend, as described in the Company’s
Schedule TO and Prospectus/Offer to Exchange (the “Expiration
Date”). Tendered warrants may be withdrawn by holders at any time
prior to the Expiration Date.
The Offer and Consent Solicitation are being
made pursuant to a Prospectus/Offer to Exchange dated May 26, 2022,
and Schedule TO, dated May 26, 2022, each of which have been filed
with the U.S. Securities and Exchange Commission (the “SEC”) and
more fully set forth the terms and conditions of the Offer and
Consent Solicitation.
The Company’s Class A Common Stock and public
warrants are listed on The Nasdaq Global Select Market under the
symbols “SEAT” and “SEATW,” respectively. As of May 23, 2022, a
total of 18,132,766 public warrants were outstanding.
The Company has engaged Evercore Group L.L.C. as
the Dealer Manager for the Offer and Consent Solicitation. Any
questions or requests for assistance concerning the Offer and
Consent Solicitation may be directed to Evercore Group L.L.C. at
(888) 474-0200 (toll-free). D.F. King & Co., Inc. has been
appointed as the Information Agent for the Offer and Consent
Solicitation, and Continental Stock Transfer & Trust Company
has been appointed as the Exchange Agent. Requests for documents
should be directed to D.F. King & Co., Inc. at (800) 549-6864
(for warrant holders) or (212) 269-5550 (for banks and brokers) or
via the following email address: vivid@dfking.com.
Share Repurchase Program
Following the completion of the Offer and
Consent Solicitation (or termination thereof if it is not
completed), and until March 31, 2023, the Company may repurchase
shares from time to time in open market transactions, through
privately negotiated transactions or otherwise in accordance with
applicable federal securities laws. The timing and amounts of any
purchases under the share repurchase program will be based on
market conditions and other factors including price. The share
repurchase program may be suspended or discontinued at any time,
and does not obligate the Company to repurchase any dollar amount
or particular amount of shares.
Important Additional Information Has
Been Filed with the SEC
Copies of the Schedule TO and Prospectus/Offer
to Exchange will be available free of charge at the website of the
SEC at www.sec.gov. Requests for documents may also be directed to
Evercore Group L.L.C. at (888) 474-0200 (toll-free). A registration
statement on Form S-4 relating to the securities to be issued in
the Offer has been filed with the SEC but has not yet become
effective. Such securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective.
This announcement is for informational purposes
only and shall not constitute an offer to purchase or a
solicitation of an offer to sell the warrants or an offer to sell
or a solicitation of an offer to buy any shares of common stock in
any state in which such offer, solicitation or sale would be
unlawful before registration or qualification under the laws of any
such state. The Offer and Consent Solicitation are being made only
through the Schedule TO and Prospectus/Offer to Exchange, and the
complete terms and conditions of the Offer and Consent Solicitation
are set forth in the Schedule TO and Prospectus/Offer to
Exchange.
Holders of the public warrants are urged to read
the Schedule TO and Prospectus/Offer to Exchange carefully before
making any decision with respect to the Offer and Consent
Solicitation because they contain important information, including
the various terms of, and conditions to, the Offer and Consent
Solicitation.
None of the Company, any of its management or
board of directors or the Information Agent, the Exchange Agent or
the Dealer Manager makes any recommendation as to whether or not
holders of public warrants should tender warrants for exchange in
the Offer or consent to the Warrant Amendment in the Consent
Solicitation.
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, Rolling Stone, and the Los
Angeles Clippers. 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 is recognized by Newsweek
as America’s Best Company for Customer Service in ticketing. Fans
who want to have the best live experiences can start by downloading
the Vivid Seats mobile app, going to vividseats.com, or calling
866-848-8499.
Caution Concerning Forward-Looking
Statements
Certain statements made in this document are
“forward-looking statements” with respect to the Offer and Consent
Solicitation, any potential purchases under the share repurchase
program, the services offered by Vivid Seats and the markets in
which it operates, and Vivid Seats’ projected future results,
including its cash flow generation. These forward-looking
statements generally are identified by the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “targets,” “may,” “will,” “should,”
“would,” “will be,” “will continue,” “will likely result,”
“future,” “propose,” “strategy,” “opportunity” and variations of
these words or similar expressions (or the negative versions of
such words or expressions) that predict or indicate future events
or trends or are not statements of historical matters are intended
to identify forward-looking statements. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as,
guarantees, assurances, predictions or definitive statements of
fact or probability regarding future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside Vivid Seats’ 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 the Company’s
ability to successfully complete the Offer and Consent
Solicitation; the COVID-19 pandemic, its duration, its impact on
Vivid Seats’ business, results of operations, financial condition,
liquidity, use of borrowings, business practices, operations,
suppliers, third-party service providers, customers, employees,
industry, ability to meet future performance obligations and
ability to efficiently implement advisable safety precautions;
Vivid Seats’ ability to raise financing in the future; Vivid Seats’
future financial performance; Vivid Seats’ success in retaining or
recruiting, or changes required in, officers, key employees or
directors; Vivid Seats’ ability to pay dividends on its Class A
Common Stock on the terms currently contemplated or at all; and
other factors relating to the Company’s business, operations and
financial performance, including, but not limited to Vivid Seats’
ability to compete in the ticketing industry; Vivid Seats’ ability
to maintain relationships with buyers, sellers and distribution
partners; Vivid Seats’ ability to continue to improve the Vivid
Seats platform and maintain and enhance its brand; the impact of
extraordinary events or adverse economic conditions on
discretionary consumer and corporate spending or on the supply and
demand of live events; Vivid Seats’ ability to comply with domestic
regulatory regimes; Vivid Seats’ ability to successfully defend
against litigation; Vivid Seats’ ability to maintain the integrity
of its information systems and infrastructure, and to mitigate
possible cyber security risks; Vivid Seats’ ability to generate
sufficient cash flows or raise additional capital necessary to fund
its operations; and other factors detailed in the section of the
Prospectus/Offer to Exchange entitled “Risk Factors” and in the
Company’s filings with the SEC. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Vivid Seats
assumes no obligation and do not undertake any 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. Vivid Seats does not give any assurance that it will achieve
its expectations.
Contacts:
Investors
Kate Copouls, Vivid
SeatsKate.Copouls@vividseats.com
Media
Julia Young, Vivid SeatsJulia.Young@vividseats.com
Vivid Seats (NASDAQ:SEAT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Vivid Seats (NASDAQ:SEAT)
Historical Stock Chart
From Apr 2023 to Apr 2024