Madison Square Garden Entertainment Corp. Confidentially Submits Initial Form 10 Registration Statement for Proposed Spin-Off of Live Entertainment and MSG Networks Businesses

Rhea-AI Summary

Madison Square Garden Entertainment Corp. (NYSE: MSGE) has confidentially submitted an initial Form 10 Registration Statement to the SEC for the proposed spin-off of its live entertainment and MSG Networks businesses. This tax-free spin-off will grant shareholders approximately two-thirds economic interest in the new live entertainment enterprise, which will retain the MSGE name. The remaining one-third will be kept by the parent company, which will become MSG Sphere Corp. The transaction is subject to various conditions, including SEC approval.

Positive

• Tax-free spin-off structure providing shareholders with a substantial economic interest in the live entertainment segment.
• Separation into MSGE and MSG Sphere Corp. allows both entities to focus on their respective business strategies.

Negative

• Completion of the transaction is contingent upon multiple regulatory and board approvals, introducing potential delays.
• Uncertainty regarding the financial performance and market reception of both companies post-spin-off.

NEW YORK--(BUSINESS WIRE)-- Madison Square Garden Entertainment Corp. (NYSE: MSGE) today announced that it has confidentially submitted an initial Form 10 Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) for the proposed spin-off of its traditional live entertainment and MSG Networks businesses.

As previously announced, the proposed separation 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 two-thirds economic interest in the live entertainment and media company, which would take on the name Madison Square Garden Entertainment Corp. The remaining approximately one-third economic interest in the live entertainment and media 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.

The live entertainment and media company is expected to include:

• A diverse collection of venues: Madison Square Garden, The Hulu Theater at Madison Square Garden, Radio City Music Hall, the Beacon Theatre and The Chicago Theatre;
• The Company’s entertainment and sports bookings business, which showcases a broad array of compelling concerts, family shows and special events, as well as a diverse mix of sporting events, for millions of guests annually;
• The Radio City Rockettes and the Christmas Spectacular production, which has been a holiday tradition for 88 years;
• Valuable long-term Arena License Agreements with the New York Knicks and New York Rangers, both of which play their home games exclusively at Madison Square Garden; and
• MSG Networks, which owns two regional sports and entertainment networks, MSG Network and MSG Sportsnet (formerly MSG+), as well as a companion streaming service, MSG GO, and features exclusive live local games of 5 NBA and NHL sports franchises.

After the proposed spin-off, MSG Sphere Corp. is expected to include:

• MSG Sphere – state-of-the-art venues that will combine cutting-edge technology with multi-sensory storytelling to deliver immersive experiences on an unparalleled scale. The first MSG Sphere is currently under construction in Las Vegas and expected to open in the second half of calendar 2023;
• Majority interest in Tao Group Hospitality, a global entertainment dining and nightlife provider, with over 70 branded locations in more than 20 markets across 5 continents;
• An approximately one-third economic interest in the live entertainment and media company; and
• The majority of the Company’s cash on hand.

Completion of the transaction remains subject to various conditions, including effectiveness of the Form 10 Registration Statement, certain league 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 Starring the Radio City Rockettes – and through Boston Calling Events, produces the Boston Calling Music Festival. The Company’s two regional sports and entertainment networks, MSG Network and MSG Sportsnet, deliver a wide range of live sports content and other programming. Also under the MSG Entertainment umbrella is Tao Group Hospitality, with entertainment dining and nightlife brands including: Tao, Marquee, Lavo, Beauty & Essex, Cathédrale, Hakkasan and Omnia. 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221026005884/en/

Ari Danes, CFA

Senior Vice President, Investor Relations, Financial Communications & Treasury

Madison Square Garden Entertainment Corp.

(212) 465-6072



Justin Blaber

Vice President, Financial Communications

(212) 465-6109



Grace Kaminer

Senior Director, Investor Relations & Treasury

(212) 631-5076

Source: Madison Square Garden Entertainment Corp.

FAQ

What is the latest announcement from Madison Square Garden Entertainment Corp. regarding a spin-off?

Madison Square Garden Entertainment Corp. announced the confidential submission of a Form 10 Registration Statement for a proposed tax-free spin-off of its live entertainment and MSG Networks businesses.

How will the proposed spin-off affect MSGE shareholders?

Shareholders will receive a pro-rata distribution of approximately two-thirds economic interest in the new live entertainment company, which will retain the MSGE name.

What will happen to the parent company after the spin-off?

The remaining one-third economic interest will be retained by the parent company, which will be renamed MSG Sphere Corp.

What businesses will be included in the live entertainment spin-off?

The spin-off will include venues like Madison Square Garden and Radio City Music Hall, along with the entertainment booking business and MSG Networks.

What is MSG Sphere Corp. expected to include after the spin-off?

MSG Sphere Corp. will include MSG Sphere venues, a majority interest in Tao Group Hospitality, and the majority of the company's cash on hand.