Moody's Rating Downgrade of Vivid Seats

Moody's Investors Service downgraded the corporate family rating of Hoya Midco, LLC (operating as Vivid Seats) from Caa1 to Caa3 on 16 September 2026, reflecting an increased likelihood of a balance‑sheet restructuring or distressed exchange. The probability‑of‑default rating was similarly lowered from Caa1‑PD to Caa3‑PD, and the senior secured first‑lien term‑loan rating due February 2029 was cut from Caa1 to Caa3.

The downgrade was driven by high financial leverage and limited free cash flow after a sharp decline in gross order value relative to historical levels. Moody's reported that adjusted EBITDA for the twelve months ended June 2026 fell to near‑zero, down from approximately $100 million at the end of 2024. Despite an expected stabilization, Moody's projects that adjusted leverage will remain well above 10×.

As of the second quarter of 2026, Vivid Seats reported cash balances of $137 million. Moody's forecasts free cash flow after capitalized software development costs of roughly $5 million for 2026, while the company must meet annual cash interest obligations of $23 million and capital‑expenditure requirements of about $15 million.

In August 2026, Vivid Seats terminated its $100 million senior secured first‑lien revolving credit facility that was scheduled to expire in 2027. The firm subsequently entered a new credit agreement for a $75 million revolving credit facility expiring in 2029, with Vegas.com, LLC designated as the borrower. Earlier, in May 2026, Vivid Seats moved Vegas.com, LLC outside its restricted group.

The Caa3 rating on the senior secured term loan due February 2029 reflects an average expected family recovery rate of 50 % in a default scenario. Moody's retained a negative outlook on the rating and left the speculative‑grade liquidity rating unchanged at SGL‑3.