Liberty Live Holdings, Inc. (LLYVA)

Liberty Live Holdings, Inc. operates in the live entertainment industry through its equity method investment in Live Nation Entertainment, Inc. and its consolidated subsidiary QuintEvents, LLC. Live Nation believes it is the largest live entertainment company in the world, connecting over 805 million fans across all of its concerts and ticketing platforms in 55 countries during 2025. Live Nation believes it is the largest producer of live music concerts in the world, based on total fans that attend Live Nation events as compared to events of other promoters, connecting 159 million fans to over 11,000 artists at 55,000 events in 2025. Live Nation owns, operates, has exclusive booking rights for or has an equity interest in 460 venues globally. Live Nation believes it is one of the world’s leading artist management companies based on the number of artists represented. Live Nation believes it is the world’s leading live entertainment ticketing sales and marketing company, based on the number of tickets it sells, distributing 646 million tickets through Live Nation’s systems in 2025. Ticketmaster serves 10,500 clients worldwide across multiple event categories. Quint is a leading global provider of premium sports and entertainment experiences, securing official rights through contracts with leagues, teams, event promoters, and entertainment properties. Quint’s principal partners are Formula 1, MotoGP, Churchill Downs and the NBA.

Live Nation faces intense competition in the live music and ticketing industries. Primary competitors in live music promotion include Anschutz Entertainment Group (AEG), Another Planet Entertainment, CTS Eventim, Jam Productions, Ltd., I.M.P., Outback Presents and TEG Dainty. Competitors in venue management include Legends Global, Madison Square Garden Entertainment Corp., The Nederlander Organization and Bowery Presents. Ticketing competitors include primary ticketing companies such as Tickets.com, AXS, Paciolan, Inc., CTS Eventim AG, Eventbrite, eTix, SeatGeek, Ticketek, and Fever, and secondary ticketing companies such as StubHub, Vivid Seats, Viagogo and SeatGeek. Quint’s primary competitors include On Location, a subsidiary of Endeavor Group Holdings, Elevate, and Revelxp. Competition is based on brand recognition, product quality, price, and innovation. Live Nation believes its primary strengths include the quality of service delivered to artists, fans, ticketing clients and corporate sponsors, its track record and reputation, artist relationships, global footprint, quality of ticketing software and services, ecommerce site and marketing capabilities, diverse distribution platform of venues, scope of advertising and sponsorship programs, and financial stability.

Liberty Live generates revenue through its consolidated subsidiary Quint, which derives substantially all of its revenue from the sale of premium, ticket inclusive experiential packages. Quint designs, develops, and sells official ticket-inclusive hospitality and single to multi-day experiential packages that may include on or off-site experiences, transportation, and hotel accommodations. Revenue is generally recognized as events are staged and services are rendered to customers. A majority of Quint’s revenue is tied to the successful execution of live sports and entertainment events, and revenue trends are influenced by the timing and nature of these events. Quint’s revenue may be impacted by the scheduling and frequency of major events and is seasonal around its largest events, which are generally during the second and fourth quarters. The Company also receives dividend and interest income from its cash and investment holdings and recognizes its proportionate share of the net earnings or losses of Live Nation under the equity method of accounting.

Quint’s principal offerings include official ticket-inclusive hospitality packages, premium seating and suite experiences, and VIP travel programs and concierge services. Quint secures official rights through contracts with leagues, teams, event promoters, and entertainment properties, which typically grant Quint access to tickets, hospitality rights, marketing rights, and related inventory. Quint’s principal partners are Formula 1, MotoGP, Churchill Downs and the NBA. Quint’s services also include event management, travel logistics, digital platform development, customer service, and the fulfillment of all associated hospitality and travel arrangements. Quint’s revenue is seasonal around its largest events, which are generally during the second and fourth quarters. Quint had an aggregate of approximately 300 full-time employees as of December 31, 2025.

Live Nation’s reportable segments are Concerts, Ticketing and Sponsorship & Advertising. Live Nation’s Concerts segment principally involves the global promotion of live music events, the operation and management of music venues, the production of music festivals, the creation of associated content and the provision of management and other services to artists. Including intersegment revenue, Live Nation’s Concerts business generated $20.9 billion ¹, or 83% ², of its total revenue during 2025. Live Nation promoted approximately 55,000 ³ live music and other events in 2025. Live Nation’s Ticketing segment is primarily an agency business that sells tickets for events on behalf of its clients. Including intersegment revenue, Live Nation’s Ticketing business generated $3.1 billion ⁴, or 12% ⁵, of its total revenue during 2025. Through all of Live Nation’s ticketing services, Live Nation sold approximately 346 million ⁶ tickets in 2025 on which it was paid fees for its services. In addition, approximately 300 million ⁷ tickets were sold, for which Live Nation did not receive a fee, using its Ticketmaster systems. Live Nation’s Sponsorship & Advertising business generated $1.3 billion ⁸, or 5% ⁹, of Live Nation’s total revenue during 2025. Live Nation employs a sales force of approximately 830 ¹⁰ people that worked with more than 1,500 ¹¹ sponsors during 2025. Live Nation’s sponsors include some of the most well-recognized national and global brands such as Citibank, O2, Mastercard, Cisco, Red Bull and Anheuser Busch.

In November 2024, the board of directors of Liberty Media Corporation authorized Liberty Media management to pursue a plan to split-off the Liberty Live Group, which was completed on December 15, 2025. Immediately prior to effecting the Split-Off, Liberty Media’s subsidiary Quint, interests in certain private assets and $171.7 million ¹² of cash were reattributed from Liberty Media’s Formula One Group to its Liberty Live Group in exchange for interests in certain other private assets. Liberty Media redeemed each outstanding share of its Series A, Series B and Series C Liberty Live common stock for one share of the corresponding series of Liberty Live Group common stock of Liberty Live. Liberty Live beneficially owns approximately 69.6 million ¹³ shares of Live Nation common stock, Quint, interests in certain private assets, corporate cash and debt obligations. In connection with the Split-Off, Liberty Media and Liberty Live entered into certain agreements including a services agreement, an aircraft time sharing agreement, and a facilities sharing agreement. The Liberty Live Group paid $25.8 million ¹⁴ and $5.2 million ¹⁵ during the years ended December 31, 2025 and 2024, respectively, for shared services and other directly incurred expenses. Future amounts allocated to Liberty Live through the Ancillary Agreements are expected to be approximately $9.0 million ¹⁶ annually. Additionally, Liberty Live expects to incur corporate overhead expenses primarily related to being a standalone public company of approximately $8.0 million ¹⁷ annually. As of December 31, 2025, the Company had an aggregate principal amount of approximately $1.15 billion ¹⁸ of indebtedness outstanding. As of December 31, 2025, the Company had $400 million ¹⁹ available under the Live Nation Margin Loan.

Total revenue for the year ended December 31, 2025 was $381,951 thousand ²⁰, compared to $340,493 thousand ²¹ for the year ended December 31, 2024. The Company had net losses of $87,134 thousand ²² and $114,084 thousand ²³ for the years ended December 31, 2025 and 2024, respectively. Basic and diluted net loss per share attributable to Series A, Series B and Series C Liberty Live Group shareholders was $0.95 ²⁴ for 2025 and $1.23 ²⁵ for 2024. Operating loss was $51,732 thousand ²⁶ for 2025 compared to $116,274 thousand ²⁷ for 2024. Adjusted OIBDA was a loss of $20,083 thousand ²⁸ for 2025 compared to a loss of $9,942 thousand ²⁹ for 2024. Cash and cash equivalents were $545,494 thousand ³⁰ as of December 31, 2025, compared to $402,641 thousand ³¹ as of December 31, 2024.

Quint’s strategy is to grow its global experiential and hospitality platform by expanding its product offerings, deepening relationships with existing partners, and pursuing new partnerships and markets. Quint intends to expand the range and types of experiential and hospitality offerings available through its existing partnerships by introducing new products, formats, and premium access opportunities. Quint seeks to increase the attachment rates of hotel, transportation, and other travel-related services for customers purchasing experiential and hospitality products. Quint intends to grow its portfolio of rightsholder partnerships through ongoing business development efforts and participation in request-for-proposal processes. Quint plans to continue expanding its international operations by leveraging its existing presence in Europe, the Middle East, and Australia, and by selectively pursuing opportunities in additional global markets. Quint intends to evaluate potential mergers, acquisitions, and other strategic transactions involving complementary businesses and verticals.

Live Nation’s strategy is to grow the global live entertainment industry by connecting artists with its fans, selling more tickets and partnering with additional sponsors. Live Nation invests nearly $15 billion ³² annually in artist performances. Live Nation plans to expand its concert platform by delivering more shows, growing its fan base and increasing its ticket sales by continuing to build its portfolio of concerts globally, expanding into additional top global music markets, and further building its presence in existing markets. Live Nation will grow its revenue per show across its venues through more effective ticket pricing, broader ticketing distribution and more targeted promotional marketing. Live Nation is investing capital expenditures to expand its venue footprint – focusing on large theaters, amphitheaters, arenas and stadiums - to more markets around the world and upgrading its existing venues. Live Nation will continue to invest in its ticketing enterprise system and develop innovative products to better serve its enterprise clients and continue to build its global client base. Live Nation is focused on selling tickets through a wide set of sales channels including mobile, online and affiliate partners while continuing to broaden its digital rollout. Live Nation will continue to drive growth in its sponsorship relationships and capture a larger share of the global music sponsorship market.

The filing does not contain explicit margin or cost trajectory targets or efficiency or restructuring targets with exact figures.

Live Nation expects to continue to make substantial capital improvements to meet long-term increasing demand, improve value and grow revenue. Live Nation frequently has a number of significant capital projects underway. The amount of capital expenditures can vary significantly from year to year. Quint operates through a combination of wholly owned subsidiaries and strategic partnerships in key global markets. In addition to its U.S. headquarters in Charlotte, North Carolina, Quint maintains operating subsidiaries or offices in the United Kingdom, the Netherlands, Monaco, the United Arab Emirates, and Australia. As of December 31, 2025, Quint had an aggregate of approximately 300 ³³ full-time employees. As of December 31, 2025, Live Nation had approximately 17,700 ³⁴ full-time employees. At the end of 2025, Live Nation employed approximately 17,000 ³⁵ seasonal and part-time employees and during peak seasonal periods, particularly in the summer months, it employed as many as 37,000 ³⁶ seasonal and part-time employees in 2025.

The Company’s projected uses of cash in 2026, outside of normal operating expenses (inclusive of tax payments), are interest payments of approximately $29,313 thousand ³⁷ and fees to Liberty Media for providing certain services pursuant to the Ancillary Agreements. The Company expects to fund its projected uses of cash with cash on hand, cash provided by operations, and debt borrowings under the Live Nation Margin Loan. As of December 31, 2025, the Company does not have an approved share repurchase program in place. The Company has not paid any cash dividends on its common stock, and has no present intention of so doing.

A weak or uncertain economy in the U.S. or globally could adversely affect demand for Live Nation’s and Quint’s services and events. Live Nation’s and Quint’s businesses depend on discretionary consumer and corporate spending, which typically falls during times of economic recession or instability. Many factors related to corporate spending and discretionary consumer spending, including actual or perceived economic conditions affecting disposable consumer income such as unemployment levels, fuel prices, interest rates, changes in tax rates and tax laws that impact companies or individuals, and inflation can significantly impact Live Nation’s and Quint’s operating results. Economic tensions and changes in international trade policies, including the widespread tariffs announced by the U.S. on its major trading partners, higher tariffs on imported goods and materials and actions taken in response, have increased inflationary cost pressures and recessionary fears. Inflationary pressures, which have been significant and remain significant, may increase operational costs, including labor costs, and elevated interest rates or any future increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks.

Live Nation and Quint face risks associated with operating in international markets, including political instability, adverse changes in diplomatic relations, unfavorable economic and business conditions, more restrictive government regulation, limitations on enforcement of intellectual property rights, limitations on the ability of foreign subsidiaries to repatriate profits, adverse tax consequences, expropriations of property, diminished ability to enforce contractual rights, limitations on technology infrastructure, variability in venue security standards, lower levels of internet usage, credit card usage and consumer spending, and difficulties in managing operations due to distance, language and cultural differences. Live Nation and Quint are subject to extensive governmental regulation, including privacy laws, anti-corruption laws, primary ticketing and ticket resale services regulations, construction and operation regulations, licensing, permitting and zoning, human health and safety requirements, food and alcoholic beverage service regulations, labor and employment laws, disability access laws, environmental protection laws, sales and other taxes, and marketing activities regulations. The U.S. Department of Justice and the attorneys general of certain states have sued Live Nation alleging violations of various federal and state laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action. The FTC and the attorneys general of certain states have sued Live Nation alleging violations of various federal and state laws relating to alleged deceptive and illegal ticketing practices.

Management’s discussion and analysis emphasizes the completion of the Split-Off from Liberty Media on December 15, 2025, and the strategic positioning of Liberty Live as a standalone publicly traded company. The key themes include the focus on the growth strategies of its two primary business units, Live Nation and Quint. For Live Nation, management highlights its strategy to grow the global live entertainment industry by connecting artists with fans, selling more tickets, and partnering with additional sponsors, noting that Live Nation invests nearly $15 billion ⁴³ annually in artist performances. For Quint, management outlines a strategy to grow its global experiential and hospitality platform by expanding product offerings, deepening relationships with existing partners, and pursuing new partnerships and markets. Management also discusses the economic conditions affecting the business, noting that a weak or uncertain economy could adversely affect demand for Live Nation’s and Quint’s services and events. The forward-looking statements include expectations regarding the business of subsidiaries and equity affiliate, economic conditions, pending litigation, projected sources and uses of cash, fluctuations in interest rates and stock prices, and the anticipated non-material impact of certain contingent liabilities. The strategic priorities emphasized for the period ahead include expanding Live Nation’s concert platform, growing revenue per show, investing in venue infrastructure, investing in the ticketing platform, growing marketplace capabilities, and growing sponsorship and advertising partnerships, while for Quint the priorities include expanding experiential programs within existing partnerships, increasing attachment of travel services, pursuing new rightsholder partnerships, expanding internationally, and pursuing strategic growth through mergers and acquisitions.

Total revenue for the year ended December 31, 2025 was $381,951 thousand ⁴⁴, compared to $340,493 thousand ⁴⁵ for the year ended December 31, 2024. Net loss attributable to Liberty Live was $86,967 thousand ⁴⁶ for 2025, compared to $112,764 thousand ⁴⁷ for 2024. Basic and diluted net loss per share attributable to Series A, Series B and Series C Liberty Live Group shareholders was $0.95 ⁴⁸ for 2025 and $1.23 ⁴⁹ for 2024. Operating loss was $51,732 thousand ⁵⁰ for 2025, compared to $116,274 thousand ⁵¹ for 2024. Adjusted OIBDA was a loss of $20,083 thousand ⁵² for 2025, compared to a loss of $9,942 thousand ⁵³ for 2024. Net cash used in operating activities was $29,455 thousand ⁵⁴ for 2025, compared to $25,228 thousand ⁵⁵ for 2024. Cash and cash equivalents were $545,494 thousand ⁵⁶ as of December 31, 2025, compared to $402,641 thousand ⁵⁷ as of December 31, 2024. The Company had an aggregate principal amount of approximately $1.15 billion ⁵⁸ of indebtedness outstanding as of December 31, 2025. The Company recorded a goodwill impairment loss of $67,066 thousand ⁵⁹ during the year ended December 31, 2024. Share of earnings of affiliates, net was $132,689 thousand ⁶⁰ for 2025, compared to $237,666 thousand ⁶¹ for 2024. Realized and unrealized losses, net were $161,980 thousand ⁶² for 2025, compared to $262,733 thousand ⁶³ for 2024. Income tax benefit was $13,093 thousand ⁶⁴ for 2025, compared to $30,034 thousand ⁶⁵ for 2024. For Quint, Adjusted OIBDA was $12,019 thousand ⁶⁶ for 2025, compared to a loss of $2,912 thousand ⁶⁷ for 2024. For Corporate and other, Adjusted OIBDA loss was $32,102 thousand ⁶⁸ for 2025, compared to $7,030 thousand ⁶⁹ for 2024.

The Company’s significant indebtedness, with an aggregate principal amount of approximately $1.15 billion ³⁸ as of December 31, 2025, increases vulnerability to adverse economic conditions and requires a portion of cash flow to be dedicated to debt payments. The equity method investment in Live Nation, representing approximately 30% ³⁹ of outstanding shares, may have a material impact on net earnings, as the Company’s share of earnings of affiliates was $132,689 thousand ⁴⁰ in 2025, and the investment is subject to market risk not directly reflected in the statement of operations, with a 10% decline in Live Nation’s market price reducing the aggregate value by $992,442 thousand ⁴¹. Live Nation faces intense competition in the live music and ticketing industries, and the outcome of pending litigation, including the U.S. Department of Justice antitrust lawsuit and the FTC deceptive ticketing practices lawsuit, could have a material adverse impact on Live Nation’s business and operating results. The Company may become subject to the Investment Company Act if its ownership of Live Nation is deemed passive, which could result in significant registration and compliance costs and restrict activities. John C. Malone beneficially owns shares of Liberty Live Group common stock representing in excess of 50.0% ⁴² of the aggregate voting power as of January 31, 2026, putting him in a position to influence significant corporate actions and potentially discourage change of control transactions.