Madison Square Garden Entertainment Corp. Provides Update on Potential Spin-Off Transaction

Rhea-AI Summary

Madison Square Garden Entertainment Corp. (MSGE) announced a revised plan to spin off its traditional live entertainment business from MSG Sphere, MSG Networks, and Tao Group Hospitality. This potential tax-free spin-off aims to enhance shareholder value, offering both entities greater strategic flexibility. The live entertainment business will encompass iconic venues and productions like the Christmas Spectacular, while MSG Sphere will include the innovative venue under construction in Las Vegas and regional sports networks. Completion of the spin-off is subject to various approvals.

Positive

• Proposed spin-off expected to maximize shareholder value.
• Tax-free structure allows for pro-rata distribution of two-thirds economic interest in live entertainment.
• Live entertainment company includes recognized venues and long-standing productions like the Christmas Spectacular.

Negative

• Completion of spin-off dependent on regulatory approvals and final Board consent.

Company Now Exploring Spin-off of Live Entertainment Business from MSG Sphere, MSG Networks and Tao Group Hospitality Businesses

NEW YORK--(BUSINESS WIRE)-- Madison Square Garden Entertainment Corp. (NYSE: MSGE) (“MSG Entertainment”) today announced that its board of directors has approved a revised plan for the proposed separation of the Company’s businesses. The Company is now exploring a potential spin-off of its traditional live entertainment business, which includes a diverse collection of performance venues, entertainment and sports bookings and the Christmas Spectacular production. The proposed transaction would separate this business from the Company’s MSG Sphere, MSG Networks and Tao Group Hospitality businesses.

The Company had previously been exploring a potential spin-off of the traditional live entertainment and MSG Networks businesses from the MSG Sphere and Tao Group Hospitality businesses. However, after thorough evaluation, the Company believes the revised plan is optimal for maximizing shareholder value, while providing both companies with enhanced strategic and financial flexibility to drive long-term growth.

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 two-thirds economic interest in the live entertainment company, which would take on the name Madison Square Garden Entertainment Corp. The remaining approximately one-third 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.

Executive Chairman and CEO James L. Dolan said “We believe the revised spin-off structure best positions these two companies for long-term success. One would be a pure-play live entertainment company driven by the strong financial profile of our iconic venues and the Christmas Spectacular production. The second company, comprised of MSG Sphere, MSG Networks and Tao Group Hospitality, would have enhanced flexibility to execute its business strategy and pursue global growth opportunities.”

The live entertainment company is expected to include:

• A diverse collection of venues: Madison Square Garden, 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 89 years; and
• 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.

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;
• 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;
• Majority interest in Tao Group Hospitality, a global entertainment dining and nightlife provider, with over 70 branded locations in more than 20 markets across 4 continents; and
• An approximately one-third economic interest in the live entertainment company.

Completion of the transaction would be subject to various conditions, including effectiveness of the Form 10 Registration Statement, certain league and other approvals, receipt of a tax opinion from counsel and final Board approval.

A registration statement on Form 10 relating to the proposed spin-off of MSG Entertainment’s traditional live entertainment business is expected to be filed with the SEC. Securities of MSG Entertainment’s traditional live entertainment business may not be sold, nor may offers to buy be accepted, prior to the time the Form 10 is filed and becomes effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of MSG Entertainment’s traditional live entertainment business in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 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, 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221206006020/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

Madison Square Garden Entertainment Corp.

(212) 465-6109

Grace Kaminer

Senior Director, Investor Relations & Treasury

Madison Square Garden Entertainment Corp.

(212) 631-5076

Source: Madison Square Garden Entertainment Corp.

FAQ

What is the revised spin-off plan for Madison Square Garden Entertainment Corp. (MSGE)?

The revised plan involves spinning off MSGE's traditional live entertainment business while separating it from MSG Sphere, MSG Networks, and Tao Group Hospitality.

How will the spin-off of MSGE affect shareholders?

Shareholders are expected to receive a pro-rata distribution of approximately two-thirds economic interest in the new live entertainment company.

What will the new live entertainment company include after the spin-off?

It will include iconic venues such as Madison Square Garden, Radio City Music Hall, and the Christmas Spectacular production.

When is the MSGE spin-off expected to be completed?

The transaction's completion depends on various conditions, including regulatory approvals and final Board approval.

How will the spin-off impact MSG Sphere Corp.?

MSG Sphere Corp. will focus on state-of-the-art venues, MSG Networks, and a majority interest in Tao Group Hospitality.