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Madison Square Garden Entertainment Corp. Confidentially Files Amended Form 10 Registration Statement for Proposed Spin-off of Live Entertainment Business
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Rhea-AI Summary
Madison Square Garden Entertainment Corp. (NYSE: MSGE) is advancing its spin-off of the live entertainment business, projected for completion by the end of March 2023. This tax-free spin-off will distribute approximately 67% economic interest in the new entity to MSGE shareholders. The live entertainment division will retain the MSGE name, while the parent company will be renamed MSG Sphere Corp. The transaction is pending various approvals, including SEC registration, tax opinions, and Board consent.
Positive
Spin-off is expected to enhance shareholder value by distributing 67% of the live entertainment business.
Maintaining a tax-free structure could attract more investors and improve capital allocation.
Negative
Completion of the spin-off is subject to several regulatory and approval conditions.
Proposed Transaction is Expected to be Completed
by the End of March 2023
NEW YORK--(BUSINESS WIRE)--
Madison Square Garden Entertainment Corp. (NYSE: MSGE) today announced that it is moving forward with the spin-off of its traditional live entertainment business, which includes a diverse collection of venues in New York and Chicago, the Company’s entertainment and sports bookings business, and the Christmas Spectacular Starring the Radio City Rockettes production. The Company has confidentially submitted an Amended Form 10 Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) for the proposed transaction and anticipates filing a publicly available Amended Form 10 Registration Statement with the SEC in February. In addition, the Company expects to complete the spin-off by the end of March 2023.
As previously announced, the revised transaction would be structured as a tax-free spin-off to all MSGE shareholders. In the first step of the transaction, record holders of MSGE Class A and Class B common stock would receive a pro-rata distribution expected to be equivalent, in aggregate, to an approximately 67% economic interest in the live entertainment company, which would take on the name Madison Square Garden Entertainment Corp. The remaining approximately 33% economic interest in the live entertainment company would be retained by the current parent company, which would be renamed MSG Sphere Corp. Those retained shares would then be available for use in a tax-free exchange offer for the common stock of MSG Sphere Corp., to raise capital for general corporate purposes, and/or for use in a follow-on pro-rata spin-off to shareholders of MSG Sphere Corp.
Completion of the transaction remains subject to various conditions, including effectiveness of the Amended Form 10 Registration Statement, certain league and other approvals, receipt of a tax opinion from counsel and final Board approval.
About Madison Square Garden Entertainment Corp.
Madison Square Garden Entertainment Corp. (MSG Entertainment) is a leader in live entertainment. The Company presents or hosts a broad array of events in its diverse collection of venues: New York’s Madison Square Garden, Hulu Theater at Madison Square Garden, Radio City Music Hall and Beacon Theatre; and The Chicago Theatre. MSG Entertainment is also building a new state-of-the-art venue in Las Vegas, MSG Sphere at The Venetian. In addition, the Company features the original production, the Christmas Spectacular Starringthe Radio City Rockettes, and delivers a wide range of live sports content and other programming through two regional sports and entertainment networks, MSG Network and MSG Sportsnet. Also under the MSG Entertainment umbrella is Tao Group Hospitality, with entertainment dining and nightlife brands including: Tao, Hakkasan, Omnia, Marquee, Lavo, Beauty & Essex, and Cathédrale. More information is available at www.msgentertainment.com.
Forward-Looking Statements
This press release may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments or events may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of the Company and its business, operations, financial condition and the industries in which it operates, the impact of the COVID-19 pandemic and the factors described in the Company’s filings with the Securities and Exchange Commission, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. The Company disclaims any obligation to update any forward-looking statements contained herein.
