On December 8, 2023, Vivid Seats Inc. (NASDAQ: SEAT), 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, announced the pricing of a secondary underwritten public offering of 18,500,000 shares of the Company’s Class A common stock by Hoya Topco, LLC (the selling stockholder) at a price to the public of US$6.50 per share. The Company also announced that it has agreed to purchase an incremental 2,000,000 shares of Class A common stock from the underwriters in the offering at a per-share purchase price equal to the price to the public, less underwriting discounts and commissions, bringing the total offering size to 20,500,000 shares. All of the shares in the offering will be sold by the selling stockholder. The offering is expected to close on December 12, 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.

Latham & Watkins LLP represents Vivid Seats and the selling stockholder in the offering with a capital markets team led by Chicago partners Cathy Birkeland and Scott Westhoff, with associates Greer Gaddie, Byron Patton, Chelsea Carlson, and Molly Nelson. Advice was also provided on general corporate matters by Chicago partners Brad Faris and Owen Alexander and New York counsel Andra Troy, and on tax matters by Chicago partner Rene de Vera, with associate Michael Zucker.