Vivid Seats Announces Pricing of Secondary Offering of Class A Common Stock
May 17 2023 - 8:50PM
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 16,000,000
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 $8.00 per share. The selling stockholder has
granted the underwriters a 30-day option to purchase up to an
additional 2,400,000 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 May 22,
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 and Morgan Stanley are serving as
joint book-running managers for the offering. BofA Securities,
Deutsche Bank Securities, RBC Capital Markets and William Blair are
also serving as book-running managers. Canaccord Genuity, D.A.
Davidson & Co., Piper Sandler, Raymond James, Academy
Securities, Loop Capital Markets, Penserra Securities LLC and
Tigress Financial Partners 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
that forms a part of the registration statement. Copies of the
preliminary prospectus supplement and accompanying prospectus, 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);
or Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New
York, New York 10014, Attn: Prospectus Department.
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, Rolling Stone and the Los
Angeles Clippers. 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 United States 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 the
offering and the Company’s ability to complete the offering. These
forward-looking statements 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, but are not
limited to, risks and uncertainties related to general market
conditions and the completion and timing of the offering, and other
risks detailed in the Company’s filings with the SEC, including its
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 Copouls, Vivid
SeatsKate.Copouls@vividseats.com
Media
Julia Young, Vivid SeatsJulia.Young@vividseats.com
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