#1Vividseats Q4 2022 Financial Results March 7, 2023 (Nasdaq: SEAT)#2Agenda 01 02 03 Business Highlights & Update Stan Chia, Chief Executive Officer Financial Results Lawrence Fey, Chief Financial Officer Q&A Stan Chia, Chief Executive Officer Lawrence Fey, Chief Financial Officer#3Forward-looking statements and use of non-GAAP financial measures Safe Harbor Certain statements made in this presentation are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this presentation may be forward-looking statements. Forward-looking statements in this presentation include, but are not limited to, statements regarding our future results of operations and financial position, including our expectations regarding Marketplace Gross Order Value, revenues and Adjusted EBITDA, Adjusted EBITDA margins, G&A, customer acquisition costs, cash conversion and the impact of our investments; our expectations with respect to live event industry growth; our competitive positioning; our business strategy; and the plans and objectives of management for future operations. When used in this presentation, 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. These forward-looking statements are not guarantees of 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 of our 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 continuing impact of the COVID-19 pandemic, the timing and manner of the resumption of large-scale sporting events, concerts and theater shows, our relationships with buyers, sellers and distribution partners, changes in Internet search engine algorithms or changes in marketplace rules, competition in the ticketing industry, the willingness of artists, teams and promoters to continue to support the secondary ticket market, and our ability to maintain and improve our platform and brand or develop successful new solutions and enhancements or improve existing ones, the impact of potential unfavorable legislative developments, the success of our acquisition of Betcha Sports, Inc. and rebranding to Vivid Picks, the effects of a recession and inflation, our ability to obtain subsequent debt refinancing, the impact of system interruption and the lack of integration and redundancy in our systems and infrastructure, the impact of cyber security risks, data loss or other breaches of our network security, our being a controlled company, and other risks and uncertainties described in the section titled "Risk Factors" in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. We undertake 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. ● We present Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP measures, because they are measures frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Further, we believe these measures are helpful in highlighting trends in our operating results as they exclude the impact of items that are outside the control of management or not reflective of ongoing performance related directly to the operation of our business segments. These non-GAAP measures are used by our management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting. Moreover, we believe these non-GAAP measures provide useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance and highlighting trends in our operating results. These non-GAAP measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. Further limitations of these non-GAAP measures are that they do not reflect all of the amounts associated with our operating results as determined in accordance with GAAP and may exclude costs that are recurring, such as interest expense, equity-based compensation, litigation, settlements and related costs and change in value of warrants. In addition, other companies may calculate similarly-titled non-GAAP measures differently than us, thereby limiting their usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from Adjusted EBITDA and Adjusted EBITDA margin. Please refer to the "Non-GAAP Reconciliations" later in this presentation. We calculate forward-looking non-GAAP Adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking GAAP net income (loss), the most directly comparable GAAP measure. We do not attempt to provide a reconciliation of forward-looking non-GAAP Adjusted EBITDA guidance to forward-looking GAAP net income (loss) because forecasting the timing or amount of items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts. Vividseats#4Business Highlights & Updates Stan Chia, Chief Executive Officer Vividseats#52022 Highlights Marketplace GOV ¹ $3.2B Revenues $600M Adjusted EBITDA² $113M Captured strong live event demand; both Marketplace GOV and Revenues exceeded prior records from 2021 by more than 30% Delivered Adjusted EBITDA within guidance range with strong execution despite challenging 2H competitive landscape Deliberate investment in superior product & service, for both buyers and sellers, to drive long-term stickiness in our marketplace (1) Marketplace GOV represents the total transactional amount of Marketplace segment orders placed on our platform in a period, inclusive of fees, exclusive of taxes, and net of event cancellations that occurred during that period. (2) Adjusted EBITDA is not a measure defined under GAAP. See the appendix for a reconciliation of Adjusted EBITDA to Net income (loss). 2022 Net income was $70.8M and 2021 Net loss was $19.1M.#6Q4 2022 Highlights Marketplace GOV ¹ $846M Revenues $165M Adjusted EBITDA² $34M Wrapped 2022 with strong quarter tactically balancing volume and profitability in challenging competitive environment Resilient demand continued, but growth slowed as tailwinds from postponed events subsided Repurchased $29 million of shares during the quarter; entering 2023 with strong balance sheet and strategic flexibility (1) Marketplace GOV represents the total transactional amount of Marketplace segment orders placed on our platform in a period, inclusive of fees, exclusive of taxes, and net of event cancellations that occurred during that period. (2) Adjusted EBITDA is not a measure defined under GAAP. See the appendix for a reconciliation of Adjusted EBITDA to Net income (loss). Q4'22 Net income was $24.8M and Q4'21 Net income was $0.3M.#7Our Seller Technology - Announcing Skybox Drive SkyBox LOGGED IN AS: SKYBOX USER vidsoofs so Search for a production prenu BROADCAST QUY SEC 1 Morgan Wallen with Hardy Sofi Stadium Inglewood, CA ● ● X ● ● Paramore Climate Pledge Arena ● 2 124 2 124 4 233 3 233 2 531 3 531 2 531 2 531 Seattle, WA 2 15 4 20 4 20 George Strait with Chris Stapleton Nissan Stadium Nashville, TN 17 11 ROW SEATS COST BPRICE: 18 11 4 4 4 T S S RE Q Q SEARCH 8-9 8-9 10-12 13-15 8-9 10-12 15-16 19-20 9-12 18-21 4-7 $250 1000 SET $170 928 SET $170 13-14 $100 175 5170 600 $100 175 $100 ITS $100 $85 1117 SET $85 $85 Inventory $85 240 230 SET SET SET SET SET SET SET SET SET Pricing ACTIONS - FLOOR CEILING INC. 1 Sales Sat, Jul 22, 2023, 4:00 PM 1640 - C Mon, Jul 24, 2023, 7:00 PM 166 D - Fri, Jul 28, 2023, 5:45 PM 170 D Purchases Morgan Wallen with Hardy SAT JUL 22,23 4:00 PM Sofi Stadium ZONES (13) Reports 100 Level 100 Level Club BAR BODDY General Admission Pit-SRO Analytics RESET 2 Market Listings INCREMENT $% ROW Calculated Price: $0.00 Market Listings Q 124 SECTION 0 D D D Integrated automation software accessible directly from SkyBox POS 2 124 & QTY SEC ROW: NOTES ZONE B 2 124 4 124 4 124 4 124 15 124 17 ROW 18 124 4 124 My Sold Listings 8 11 18 16 FLOOR 9 SPLITS 1-15 17 1-18 8-9 B D B B $250.00 Price Manually CEILING APPLY -$490 PRICE $490.00 $928.00 $1,302.00 $1,512.00 $1,689.00 $1,709.00 $1,945.00 $2,019.00 SkyBox Drive Intelligent automation software that optimizes seller revenue - a unique new product line from SkyBox CORE VALUE PROPS 1 Simply customize & automate revenue optimization strategies 2 The ONLY system powered with data from Vivid Seats 3 4 Built as a turn-key extension to our SkyBox ERP Real-time data feeds Vivid Seats .#8Building Our Brand With Buyers Attract sports & music enthusiasts across targeted touchpoints USA TODAY News ANTWERS VIA EMA What's next in the UK Sports Entertainment Life 8:12 Real Rewards for Real Fans. GET TICKETS Vividseats FOR SUBSCRIBERS A Vegas reporter was dedicated to the underdog. It may have gotten him killed Vividseats rewards In a city known for tranzic Las Vegas journalist Jeff German was an institution ofarly The best (Sheryl Lee reported from the perspective of the underdog NATIONSH Vividseats Sports Concerts Theater & Comedy NEWS TO YOUR IN Start the day smarter O Money Tech Travel Risin Star LONG TEA LINES How to prepare Opinion Congrats Adam! You've just leveled up to Super Fan status and unlocked new benefits! Shop & Keep Earning Ralph) and worst moments of the 2022 Emmy Awards COMPREHENSIVE SEVED What it does a 1870 Reward fan passion with the industry's only loyalty program Suburb Sign in w Top Headlines FOR SUBSCRIBERS Bump stock ban imposed after Las Vegas shooting waits at Supreme Court Trump urges judge to continue blocking "misguided DOJ from records FOR SUBSCRIBERS Inflation may be leaving you underinsured. Here's why and what to do. FOR SUBSCRIBERS Biden on a bus? World leaders to be escorted to queen's funeral in coaches Emmys 2022: Quinta Brunson reacts to Jimmy Kimmel bit during her win Congrats Adam! You've reached 10 tickets. You know what that means? Your 11th is on us.* CREDIT EARNED: $46.00 Exp 12/4/22 Head to the app because we've just added $46.00 in reward credit to your account. ATTRACT RETAIN ENGAGE CONNECT 8:12 Nets at Grizzlies - 2nd Half NBA LIVE Over/Under C. Thomas SG BKN MEM Pick Over or Under for at least one player from each team Over Engage users across our ecosystem J. Morant. PG BKN @MEM Over 18.5 2H Points 17.5 2H Points Matchups Spotify Connected (-) 2nd Half Entries 2nd Half entries must be submitted prior to the start of the 3rd Quarter. Alex's Wish List Alicia Keys Jan 15 United Center Machine Gun Kelly Jan 26 United Center Bad Bunny Jan 30 United Center Kendrick Lamar Jan 30 United Center Under Billie Eilish Jan 31 United Center יווי Under Connect and personalize their journey to the next event Game Boosts Enjoy the following boosts for this game Birthday Boost Boosted 0.1x Celebrate your birthday with a 0.1x boost on all entries made for a week. Near You Alex John Partners & Chips & Alicia Keys Q Search for more fo Bad Bunny C Machine Oun Kelly .com A Bettings Spity Connected#9Financial Updates Lawrence Fey, Chief Financial Officer Vividseats#10Marketplace GOV and Revenues (in thousands) $693,090 $116,473 Marketplace GOV¹ $713,062 $876,467 $742,138 $814,817 $845,965 $781,834 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 $24,114 $115,498 Revenues $163,888 $139,538 $130,772 $147,694 $156,818 $164,990 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 (1) Marketplace GOV represents the total transactional amount of Marketplace segment orders placed on our platform in a period, inclusive of fees, exclusive of taxes, and net of event cancellations that occurred during that period.#11Net Income/(Loss) and Adjusted EBITDA (in thousands) -84% GAAP Net Income (Loss)¹ Net Income (Loss) margin % $2,645 ($1,847) 2% -1% $324 0% $3,138 2% $24,060 16% $18,747 12% $24,834 15% ($20,251) Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 $36,195 17% Adj. EBITDA margin % $4,187 31% Adjusted EBITDA² $41,965 30% $27,522 17% $21,012 16% $30,329 21% $28,284 18% $33,700 (1) Represents consolidated net income (loss) before allocation to noncontrolling interests. (2) Adjusted EBITDA and Adjusted EBITDA margin are not measures defined under GAAP. See the appendix for a reconciliation of Adjusted EBITDA to net income (loss) and Adjusted EBITDA margin to net income (loss) margin. 20% Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022#12Capital Structure CLASS A Publicly traded (SEAT) EPS calculation reflects ~40% economic interest & -40% shares outstanding (1) Shares outstanding, net of treasury stock 196M Shares Outstanding¹ as of 12/31/22 CLASS A 78.1M¹ CLASS B 118.2M CLASS B Privately held by PE investors Convertible 1-for-1 into Class A Consolidated financial statements reflect entirety of operations Holders of Class A and Class B shares have equivalent per share economic interests in operating entity#132023 Financial Guidance Key Financial Metrics Marketplace GOV Revenues Adjusted EBITDA¹ 3/7/23 $3.0B to $3.3B $580M to $610M $110M to $115M (1) Adjusted EBITDA is not a measure defined under GAAP. We believe adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. We calculate forward-looking non-GAAP Adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking GAAP net income (loss), the most directly comparable GAAP measure. We do not attempt to provide a reconciliation of forward-looking non-GAAP Adjusted EBITDA guidance to forward-looking GAAP net income (loss) because forecasting the timing or amount of items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts.#14Balance Sheet and Cash Flow Cash Generation in 2023 Sizable Cash Balance $252M Strategic Flexibility Undrawn Credit Facility $100M (1) Represents Term Loan Principal outstanding. Low Debt Balance $273M¹ Strong balance sheet coupled with future cash generation provides significant strategic flexibility in 2023 and beyond Anticipate return toward normalized cash generation in 2023 as non- recurring items from 2022 cease (sales tax settlements, normalization of seller payables) Share repurchases as of 12/31/22: 4.3mm shares repurchased in 2022 for $32mm at $7.46 volume weighted avg price $8M remaining under authorization#15Closing Remarks Stan Chia, Chief Executive Officer Vividseats#16Key Takeaways 1 2 2022 - Exceptional Year for Live Events & Vivid Seats We estimate the secondary ticketing market has grown well above the long-term trendline of 7-10% annual growth since reopening after the pandemic. 2022 was bolstered by passionate fans with resilient demand and tailwind from postponed events. We captured industry strength and delivered record Marketplace GOV and Revenues. 2023 - Opportunity for Vivid Seats to Press Advantage We expect muted industry growth as the industry returns to trendline. This is an opportunity for us to press advantage, make compelling brand investments and leverage our strong profitability and balance sheet as the competitive landscape evolves. Beyond - Differentiated Platform Driving Long-Term Value our brand and investments is 3 building and our repeat rates are trending higher. We expect substantial leverage as we build further momentum and as CACs normalize.#17Q+A#18CK Thank You [email protected] dillo#19Supplementary Financial Data - Q4 2022 (in thousands) Revenues: Concerts Sports Theater Other Total Marketplace revenues Revenues Cost of revenues Marketing and selling Contribution margin Revenues Marketplace Revenues by Event Category Cost of revenues Marketing and selling Contribution margin Three Months Ended December 31, 2022 $63,132 53,455 23,486 49 $140,122 Marketplace $ 140,122 20,214 68,412 $51,496 2021 Marketplace $ 142,562 19,601 76,610 $46,351 $58,949 59,843 23,316 454 $142,562 % Change 7% (11)% 1% (89)% (2)% Segment Contribution Margin Resale $24,868 18,091 $6,777 Twelve Months Ended December 31, 2021 2022 Three Months Ended December 31, 2022 Resale $21,326 16,630 $251,423 196,467 61,483 $4,696 1,721 $511,094 Three Months Ended December 31, 2021 $171,149 175,471 41,745 1,303 $389,668 % Change Consolidated $164,990 38,305 68,412 58,273 Consolidated $163,888 36,231 76,610 51,047 47% 12% 47% 32% 31% EPS Numerator-basic: Net income (loss) Less: (Income) loss attributable to redeemable noncontrolling interests Net income (loss) attributable to Class A Common Stockholders-basic Denominator-basic: Weighted average Class A common stock outstanding-basic Net income (loss) per Class A common stock-basic Numerator-diluted: Net income (loss) attributable to Class A Common Stockholders-basic Net income (loss) effect of dilutive securities: Effect of dilutive Exercise Warrants Effect of dilutive RSUS Effect of dilutive noncontrolling interests Effect of dilutive Hoya Intermediate Warrants Net income (loss) attributable to Class A Common Stockholders-diluted Denominator-diluted: Weighted average Class A common stock outstanding-basic Weighted average effect of dilutive securities: Effect of dilutive Exercise Warrants Effect of dilutive RSUs Effect of dilutive noncontrolling interests Weighted average Class A common stock outstanding-diluted Net income (loss) per Class A common stock-diluted 2022 $70,779 (42,117) 28,662 80,257,247 $0.36 $28,662 55 6 42,056 70,779 80,257,247 258,906 28,228 118,200,000 198,744,381 $0.36 2021 $(6,293) 3,010 (3,283) 77,498,775 $(0.04) $ (3,283) (123) (3,406) 77,498,775 77,498,775 $ (0.04)#20Supplementary Financial Data Historical AOS¹ 329 299 285 355 Q1 201 Q2 2019 Q3 2019 Q4: 322 Average Order Size ($) 331 427 Q1 2020 Q2 20 Q3 485 Q4 2020 397 405 303 385 2021 Q2 2021 Q3 2021 Q¹ 368 338 (1) Average Order Size ("AOS") is calculated by dividing Marketplace GOV by Total Marketplace orders. 304 388 Q1 2022 Q2 2022 Q3 2022 Q4 202 37 Marit#21Non-GAAP Reconciliations (in thousands) Net income (loss) Income tax expense (benefit) Interest expense - net Depreciation and amortization Sales tax liability (1) Transaction costs (2) Equity-based compensation (3) Loss on extinguishment of debt (4) Litigation, settlements and related costs (5) Severance related to COVID-19(6) Change in fair value of warrants (7) Change in fair value of contingent consideration (8) Loss on asset disposals (⁹) Adjusted EBITDA Q1 2021 -$20,251 $16,319 $295 $2,261 $3,546 $1,090 $641 $286 $4,187 Q2 2021 $2,645 $16,839 $500 $10,726 $3,863 $1,184 $438 1 $36,195 2021 Q3 2021 -$1,847 $17,319 $711 $21,574 $1,428 $1,197 $1,583 $41,965 Q4 2021 $324 $304 $7,702 $816 -$25,605 $4,015 $2,576 $35,828 $173 $1,389 $27,522 Q1 2022 $3,138 $76 $3,942 $1,385 $922 $1,402 $3,597 $4,285 -$14 $2,279 $21,012 Q2 2022 $24,060 $2,699 $1,726 $2,010 $2,345 $5,312 $1,009 -$8,832 $30,329 2022 Q3 2022 $18,747 $118 $2,901 $2,158 -$118 $538 $5,073 $89 -$65 -$1,220 $63 $28,284 Q4 2022 $24,834 -$1,784 $3,316 $2,463 $555 $5,071 $1,393 -$1,609 -$845 $306 $33,700 2021 -$19,129 $304 Full Year $58,179 $2,322 $8,956 $12,852 $6,047 $35,828 $2,835 $286 $1,389 $109,869 2022 $70,779 -$1,590 $12,858 $7,732 $2,814 $4,840 $19,053 $4,285 $2,477 -$8,227 -$2,065 $369 $113,325#22Non-GAAP Reconciliations Net income (loss) margin Income tax expense (benefit) Interest expense net Depreciation and amortization Sales tax liability (1) Transaction costs(2) Equity-based compensation (3) Loss on extinguishment of debt(4) Litigation, settlements and related costs(5) Severance related to COVID-19(6) Change in fair value of warrants(7) Change in fair value of contingent consideration (8) Loss on asset disposals (9) Adjusted EBITDA margin Q1 2021 -84.0% 67.7% 1.2% 9.4% 14.7% 4.5% 2.7% 1.2% 17.4% Q2 2021 2.3% 14.6% 0.4% 9.3% 3.3% 1.0% 0.4% 31.3% 2021 Q3 2021 -1.3% 12.4% 0.5% 15.5% 1.0% 0.9% 1.1% 30.1% Q4 2021 0.2% 0.2% 4.7% 0.5% -15.6% 2.4% 1.6% 21.9% 0.1% 0.8% 16.8% Q1 2022 2.4% 0.1% 3.0% 1.1% 0.7% 1.1% 2.8% 3.3% -0.0% 1.7% 16.1% Q2 2022 16.3% 1.8% 1.2% 1.4% 1.6% 3.6% 0.7% -6.0% 20.5% 2022 Q3 2022 12.0% 0.1% 1.8% 1.4% -0.1% 0.3% 3.2% 0.1% -0.0% -0.8% 0.0% 18.0% Q4 2022 15.1% -1.1% 2.0% 1.5% 0.3% 3.1% 0.8% -1.0% -0.5% 0.2% 20.4% 2021 -4.3% 0.1% 13.1% 0.5% 2.0% 2.9% 1.4% 8.1% 0.6% 0.1% Full Year 0.3% 24.8% 2022 11.8% -0.3% 2.1% 1.3% 0.5% 0.8% 3.2% 0.7% 0.4% -1.4% -0.3% 0.1% 18.9%#23Non-GAAP Reconciliations Notes: (1) We have historically incurred sales tax expense in jurisdictions where we expected to remit sales tax payments but were not yet collecting from customers. During the second half of 2021, we began collecting sales tax from customers in the required jurisdictions. The sales tax liability presented herein represents the tax liability for sales tax prior to the date we began collecting sales tax from customers reduced by abatements received, inclusive of any penalties and interest assessed by the jurisdictions. The aforementioned liability was fully paid in 2022. (2) Transaction costs consist of legal; accounting; tax and other professional fees; personnel-related costs, which consist of retention bonuses; and integration costs. Transaction costs recognized in 2022 were related to the merger transaction with Horizon Acquisition Corporation (the "Merger Transaction"), the acquisition of Betcha Sports, Inc. ("Betcha" rebranded as "Vivid Picks"), refinancing of the remaining June 2017 First Lien Loan with a new $275.0 million term loan (the "February 2022 First Lien Loan") and our offering to the holders of our outstanding public warrants to receive shares of Class A Common Stock in exchange for each outstanding public warrant tendered by the holder. Transaction costs recognized in 2021 were related to the Merger Transaction, to the extent they were not eligible for capitalization, and the acquisition of Vivid Picks. (3) We incur equity-based compensation expenses for profits interests issued prior to the Merger Transaction and equity granted according to the 2021 Incentive Award Plan ("2021 Plan"), which we do not consider to be indicative of our core operating performance. The 2021 Plan was approved and adopted in order to facilitate the grant of equity incentive awards to our employees and directors. The 2021 Plan became effective on October 18, 2021. (4) Loss on extinguishment of debt incurred in 2022 resulted from the extinguishment of the June 2017 First Lien Loan in February 2022. Loss on extinguishment of debt incurred in 2021 and 2020 resulted from the retirement of the May 2020 First Lien Loan, fees paid related to the early payment of a portion of the principal of the June 2017 First Lien Loan in October 2021, and the retirement of the revolving credit facility in May 2020. These expenses relate to external legal costs and settlement costs, which were unrelated to our core business operations. (5) (6) These charges relate to severance costs resulting from significant reductions in employee headcount due to the effects of the COVID-19 pandemic. This relates to the revaluation of warrants to purchase common units of Hoya Intermediate ("Intermediate Units") held by Hoya Topco following the Merger Transaction. This relates to the revaluation of Vivid Picks cash earnouts. This relates to asset disposals, which are not considered indicative of our core operating performance. (8) (9) Defined Terms: In March of 2021, we incorporated an entity in Delaware for the purpose of completing the transactions contemplated by the transaction agreement dated April 21, 2021 (the “Transaction Agreement") among Horizon Acquisition Corporation ("Horizon"), a publicly traded special purpose acquisition company, Horizon Sponsor, LLC, a Delaware limited liability company, Hoya Intermediate, LLC ("Hoya Intermediate") and Hoya Topco, LLC ("Hoya Topco"), a Delaware limited liability company. In October 2021, as contemplated by the Transaction Agreement, Horizon merged with us (the "Merger Transaction"), upon which the separate corporate existence of Horizon ended and we remained as the surviving entity. At the same time, we became a publicly traded company listed on the Nasdaq Global Select Market ("Nasdaq") with our Class A common stock trading under the symbol "SEAT" and warrants trading under the symbol "SEATW." On June 30, 2017, we entered into a $575.0 million first lien debt facility, comprised of a $50.0 million revolving facility (the "Revolving Facility") and a $525.0 million term loan (the "June 2017 First Lien Loan"), and a second lien credit facility, comprised of a $185.0 million second lien term loan (the "June 2017 Second Lien Loan"). The First Lien Loan was amended to upsize the committed amount by $115.0 million on July 2, 2018. On October 28, 2019, we paid off our June 2017 Second Lien Loan balance. The underlying credit facility was subsequently retired on May 22, 2020. On October 18, 2021, in connection with and using the proceeds from the Merger Transaction, we made an early payment of a portion of our May 2020 First Lien Loan balance. On May 22, 2020, we entered into a new $260.0 million first lien term loan (the "May 2020 First Lien Loan") that is pari passu with the June 2017 First Lien Loan. The proceeds from the May 2020 First Lien Loan were used for general corporate purposes and to extinguish and retire the Revolving Facility in full. On October 18, 2021, in connection with and using the proceeds from the Merger Transaction, we paid off in full our May 2020 First Lien Loan balance. In connection with the Merger Transaction, Hoya Intermediate issued to Hoya Topco (i) warrants to purchase 3,000,000 shares of Hoya Intermediate common units at an exercise price of $10.00 per share, and (ii) warrants to purchase 3,000,000 shares of Hoya Intermediate common units at an exercise of $15.00 per share (collectively, the "Hoya Intermediate Warrants"). 23