Liberty Live Holdings, Inc. Debt Disclosure
(8) Debt
Debt is summarized as follows:
Outstanding | ||||||||
| principal | | Carrying value | |||||
December 31, | December 31, | December 31, | ||||||
2025 | 2025 | 2024 | ||||||
amounts in thousands | ||||||||
2.375% Exchangeable Debentures due 2053 | $ | 1,150,000 | 1,666,546 | 1,556,399 | ||||
Live Nation Margin Loan | — | — | — | |||||
Total debt | $ | 1,150,000 |
| 1,666,546 |
| 1,556,399 | ||
Less debt classified as current |
| (1,666,546) |
| — | ||||
Total long-term debt | $ | — |
| 1,556,399 | ||||
2.375% Exchangeable Senior Debentures due 2053 and Live Nation Forward Contracts
In September 2023, Liberty Media closed a private offering of approximately $1,150 million aggregate principal amount of its 2.375% exchangeable senior debentures due 2053 (the “Debentures”). In December 2025, Liberty Media entered into a supplemental indenture to the indenture governing the Debentures to irrevocably elect cash-only settlement of exchanges and repurchases of the Debentures. The Company assumed the Debentures from Liberty Media pursuant to a supplemental indenture executed in connection with the Split-Off. The number of shares of LYV attributable to a Debenture represents an initial exchange price of approximately $104.91 per share. A total of approximately 11 million shares of LYV are attributable to the Debentures. Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The Debentures may be redeemed by the Company, in whole or in part, on or after September 30, 2028. Holders of the Debentures also have the right to require the Company to purchase their Debentures on September 30, 2028. The redemption and purchase price will generally equal 100% of the adjusted principal
amount of the Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. The Company has elected to account for the Debentures using the fair value option. See note 4 for information related to unrealized gains (losses) on debt measured at fair value. The assumption of the Debentures by the Company in connection with the Split-Off entitled the holders of the Debentures to the right to either put their Debentures to the Company at par or exchange their Debentures for a cash amount equal to the current market price of LYV shares underlying their Debentures, on the terms described in the indenture under which the Debentures were issued. Given the holders’ ability to exchange the Debentures within a one-year period from the balance sheet date, the Debentures have been classified as current within the consolidated balance sheet as of December 31, 2025. No holders exchanged their Debentures following the Split-Off, and the Debentures are no longer exchangeable or able to be put.
In May 2025, LN Holdings 1, LLC (“LNSPV”), an indirect wholly owned special purpose subsidiary of the Company, entered into certain agreements (the “2025 Forward Contracts”), which obligate LNSPV to deliver up to an aggregate of 10,488,960 shares of LYV based on the share prices for LYV over a specified period ending in the first quarter of 2027. Alternatively, LNSPV may choose to deliver cash. As of December 31, 2025, approximately 10.5 million of the Company’s LYV shares with a value of $1,495 million were to the 2025 Forward Contracts. The 2025 Forward Contracts allow LNSPV to elect to receive prepayment amounts up to the present value at such time or times of approximately $1.15 billion, in the aggregate, which is intended to provide a source of liquidity, if needed, to satisfy any puts or exchanges of the Debentures. Liberty Live does not intend to cause LNSPV to receive any such prepayment amounts under the 2025 Forward Contracts.
Live Nation Margin Loan
The Live Nation Margin Loan agreement is a $400 million revolving line of credit. On September 12, 2025, the Live Nation Margin Loan agreement was amended to, among other things, extend the maturity date to September 8, 2028 and change the interest rate to the Adjusted Term plus 1.875%. The undrawn portion carries a commitment fee of 0.50% per annum. Interest on the margin loan is payable on the last business day of each calendar quarter. As of December 31, 2025, availability under the Live Nation Margin Loan was $400 million. As of December 31, 2025, 9.0 million of the Company’s LYV shares with a value of $1,278 million were to the loan. The Live Nation Margin Loan contains various affirmative and negative covenants that restrict the activities of the borrower. The loan agreement does not include any financial covenants.
Fair Value of Debt
Due to the variable rate nature of the Live Nation Margin Loan, the carrying amount approximates fair value as of December 31, 2025.
Five Year Maturities
As of December 31, 2025, there are no principal maturities of outstanding debt obligations for each of the next five years.
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.