Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Vivid Seats Inc.
(Name of Issuer)
Class A common stock
(Title of Class of Securities)
92854T100
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 92854T100 |
Schedule 13G | Page 1 of 15 |
| 1 |
Names of Reporting Persons
Hoya Topco, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
124,200,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
124,200,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
124,200,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
61.7% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 92854T100 | Schedule 13G | Page 2 of 15 |
| 1 |
Names of Reporting Persons
GTCR Fund XI/B LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
124,200,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
124,200,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
124,200,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
61.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 92854T100 | Schedule 13G | Page 3 of 15 |
| 1 |
Names of Reporting Persons
GTCR Fund XI/C LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
124,200,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
124,200,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
124,200,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
61.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 92854T100 | Schedule 13G | Page 4 of 15 |
| 1 |
Names of Reporting Persons
GTCR Partners XI/B LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
124,200,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
124,200,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
124,200,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
61.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 92854T100 | Schedule 13G | Page 5 of 15 |
| 1 |
Names of Reporting Persons
GTCR Partners XI/A&C LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
124,200,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
124,200,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
124,200,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
61.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 92854T100 | Schedule 13G | Page 6 of 15 |
| 1 |
Names of Reporting Persons
GTCR Investment XI LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
124,200,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
124,200,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
124,200,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
61.7% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 92854T100 | Schedule 13G | Page 7 of 15 |
| ITEM 1. | (a) Name of Issuer: |
Vivid Seats Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
111 N. Canal Street, Suite 800, Chicago, IL 60606
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Hoya Topco, LLC;
GTCR Fund XI/B LP (“GTCR Fund XI/B”);
GTCR Fund XI/C LP (“GTCR Fund XI/C”);
GTCR Partners XI/B LP (“GTCR Partners XI/B”);
GTCR Partners XI/A&C LP (“GTCR Partners XI/A&C”); and
GTCR Investment XI LLC (“GTCR Investment XI”).
| (b) | Address or Principal Business Office: |
The business address of each of the Reporting Person is 300 North LaSalle Street, Suite 5600, Chicago, IL 60654.
| (c) | Citizenship of each Reporting Person is: |
Each of the Reporting Persons is organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Class A common stock, par value $0.0001 per share (“Class A common stock”).
| (e) | CUSIP Number: |
92854T100
| ITEM 3. |
|
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
| CUSIP No. 92854T100 | Schedule 13G | Page 8 of 15 |
The ownership information presented below represents beneficial ownership of Class A common stock of the Issuer as of December 31, 2021, based upon 76,948,433 shares of Class A common stock outstanding as of December 15, 2021 based on the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 23, 2021. The ownership information assumes the redemption of the Common Units of Hoya Intermediate, LLC (“Common Units”) held by the Reporting Persons for shares of the Issuer’s Class A common stock on a one-to-one basis and that no other holder of derivative securities has converted their securities.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Hoya Topco, LLC |
124,200,000 | 61.7 | % | 0 | 124,200,000 | 0 | 124,200,000 | |||||||||||||||||
| GTCR Fund XI/B LP |
124,200,000 | 61.7 | % | 0 | 124,200,000 | 0 | 124,200,000 | |||||||||||||||||
| GTCR Fund XI/C LP |
124,200,000 | 61.7 | % | 0 | 124,200,000 | 0 | 124,200,000 | |||||||||||||||||
| GTCR Partners XI/B LP |
124,200,000 | 61.7 | % | 0 | 124,200,000 | 0 | 124,200,000 | |||||||||||||||||
| GTCR Partners XI/A&C LP |
124,200,000 | 61.7 | % | 0 | 124,200,000 | 0 | 124,200,000 | |||||||||||||||||
| GTCR Investment XI LLC |
124,200,000 | 61.7 | % | 0 | 124,200,000 | 0 | 124,200,000 | |||||||||||||||||
Hoya Topco, LLC holds 118,200,000 Common Units and currently exercisable warrants to purchase 6,000,000 Common Units. Each Common Unit may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis.
GTCR Fund XI/B, GTCR Fund XI/C and certain other entities affiliated with GTCR LLC have the right to appoint a majority of the members of the board of managers of Hoya Topco, LLC. GTCR Partners XI/B is the general partner of GTCR Fund XI/B. GTCR Partners XI/A&C is the general partner of GTCR Fund XI/C. GTCR Investment XI is the general partner of each of GTCR Partners XI/B and GTCR Partners XI/A&C. GTCR Investment XI is managed by a board of managers consisting of Mark M. Anderson, Craig A. Bondy, Aaron D. Cohen, Sean L. Cunningham, Benjamin J. Daverman, David A. Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the securities reported herein. As such, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities reported herein. Each of them disclaims any such beneficial ownership.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| CUSIP No. 92854T100 | Schedule 13G | Page 9 of 15 |
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 92854T100 | Schedule 13G | Page 10 of 15 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2022
| Hoya Topco, LLC | ||
| By: | /s/Stanley Chia | |
| Name: | Stanley Chia | |
| Title: | President | |
| GTCR FUND XI/B LP | ||
| By: GTCR Partners XI/B LP | ||
| Its: General Partners | ||
| By: GTCR Investment XI LLC | ||
| Its: General Partner | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Chief Legal Officer | |
| GTCR FUND XI/C LP | ||
| By: GTCR Partners XI/A&C LP | ||
| Its: General Partners | ||
| By: GTCR Investment XI LLC | ||
| Its: General Partner | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Chief Legal Officer | |
| GTCR PARTNERS XI/B LP | ||
| By: GTCR Investment XI LLC | ||
| Its: General Partner | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: |
Chief Legal Officer | |
| CUSIP No. 92854T100 | Schedule 13G | Page 11 of 15 |
| GTCR PARTNERS XI/A&C LP | ||
| By: GTCR Investment XI LLC | ||
| Its: General Partner | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Chief Legal Officer | |
| GTCR INVESTMENTS XI LLC | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Chief Legal Officer | |
| CUSIP No. 92854T100 | Schedule 13G | Page 12 of 15 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement. | |
| CUSIP No. 92854T100 | Schedule 13G | Page 13 of 15 |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 11, 2022.
| Hoya Topco, LLC | ||
| By: | /s/Stanley Chia | |
| Name: | Stanley Chia | |
| Title: | President | |
| GTCR FUND XI/B LP | ||
| By: GTCR Partners XI/B LP | ||
| Its: General Partners | ||
| By: GTCR Investment XI LLC | ||
| Its: General Partner | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Chief Legal Officer | |
| GTCR FUND XI/C LP | ||
| By: GTCR Partners XI/A&C LP | ||
| Its: General Partners | ||
| By: GTCR Investment XI LLC | ||
| Its: General Partner | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Chief Legal Officer | |
| CUSIP No. 92854T100 | Schedule 13G | Page 14 of 15 |
| GTCR PARTNERS XI/B LP | ||
| By: GTCR Investment XI LLC | ||
| Its: General Partner | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Chief Legal Officer | |
| GTCR PARTNERS XI/A&C LP | ||
| By: GTCR Investment XI LLC | ||
| Its: General Partner | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Chief Legal Officer | |
| GTCR INVESTMENTS XI LLC | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Chief Legal Officer | |