Vivid Seats signs agreement to end dual-class listing of its stock

[Emerging Financial Data - Stock Market, Prosperity, Bull Market - Blue Version]
DKosig

Vivid Seats Inc. (NASDAQ:SEAT [https://seekingalpha.com/symbol/SEAT]) announced on Monday that it struck a corporate agreement with Hoya Topco designed to streamline its structure by removing its dual-class framework and terminating its tax receivable agreement.

Hoya Topco is a Delaware-based holding company that served as the primary ownership entity of Vivid Seats (NASDAQ:SEAT [https://seekingalpha.com/symbol/SEAT]) before its public listing through a merger with Horizon Acquisition Corporation in 2021.

The termination will be settled through the issuance of approximately 403,022 shares of Class A common stock. The move eliminates $6 million in TRA-related payments scheduled for early 2026 and frees the company from future payout obligations to previous TRA participants, allowing it to retain all tax savings going forward. Vivid Seats estimates lifetime savings of up to $180 million and expects to cut annual cash tax payments to around $3 million, largely limited to foreign jurisdictions.

The restructuring by Vivid Seats (SEAT [https://seekingalpha.com/symbol/SEAT]) will also consolidate ownership by converting all Class B common stock into Class A shares on a one-for-one basis, leaving the company with a single class of roughly 10.7 million Class A shares outstanding, including those issued to Hoya Topco, LLC as consideration for the agreement. The simplification is expected to generate about $1 million in annual cost savings from reduced compliance and reporting burdens.

Vivid Seats (SEAT [https://seekingalpha.com/symbol/SEAT]) CEO Stan Chia said the corporate agreement will provide immediate financial benefits and strengthen long-term cash flow by preserving domestic tax offsets. The plan was approved by a special committee of independent board members.

Shares of Vivid Seats (SEAT [https://seekingalpha.com/symbol/SEAT]) are down 88% on a year-to-date basis.

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