UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events |
On December 8, 2023, Vivid Seats Inc., a Delaware corporation (the “Company”), and Hoya Intermediate, LLC (together with the Company, the “Company Parties”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule III thereto (the “Underwriters”), and a stockholder of the Company (the “Selling Stockholder”) relating to the offer and sale (the “Offering”) by the Selling Stockholder of 20,500,000 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”). The Offering includes 2,000,000 shares purchased by the Company from the Underwriters pursuant to the Share Repurchase (as defined below). The shares were purchased by the Underwriters from the Selling Stockholder at price of $6.24 per share and, other than the shares subject to the Share Repurchase, were sold at a public offering price of $6.50 per share. Pursuant to the Underwriting Agreement, the Selling Stockholder granted the Underwriters a 30-day option (the “Option”) to purchase up to an additional 3,075,000 shares of Class A Common Stock from the Selling Stockholder on the same terms and conditions. On December 8, 2023, the Underwriters notified the Company and the Selling Stockholder that they had elected to exercise the Option in full.
The Offering of all 23,575,000 shares (inclusive of the Share Repurchase and the full exercise of the Option) closed on December 12, 2023. All of the shares were sold by the Selling Stockholder. The Company did not receive any proceeds from the sale of the shares by the Selling Stockholder in the Offering.
The shares were sold pursuant to a Registration Statement on Form S-1 (Registration No. 333-260839) and a related prospectus, prospectus supplement and accompanying prospectus supplements, each of which was filed with the Securities and Exchange Commission.
Pursuant to the Underwriting Agreement, 2,000,000 of the shares of Class A Common Stock subject to the Offering were purchased by the Company from the Underwriters at a price of $6.24 per share (the same price per share paid by the Underwriters to the Selling Stockholder) (the “Share Repurchase”). The Company funded the Share Repurchase with cash on hand.
Pursuant to the Underwriting Agreement, the Company Parties and the Selling Stockholder agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and covenants by the Company Parties and the Selling Stockholder and customary closing conditions, obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties and may be subject to limitations agreed upon by the parties.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated December 8, 2023, among Vivid Seats Inc., Hoya Intermediate, LLC, Hoya Topco, LLC, and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule III thereto | |
| 5.1 | Opinion of Latham & Watkins LLP | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Vivid Seats Inc. | ||||||
| Date: December 12, 2023 | By: | /s/ Lawrence Fey | ||||
| Lawrence Fey | ||||||
| Chief Financial Officer | ||||||