* The proposed transaction is expected to be completed by the end of March 2023
NEW YORK, NY — Madison Square Garden Entertainment Corp. (NYSE: MSGE) announced today 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 booking business, and the Christmas Spectacular production Starring the Radio City Rockettes. The company has confidentially submitted an amended Form 10 registration statement with the US Securities and Exchange Commission (“SEC”) for the proposed transaction and expects to file a publicly available amended Form 10 registration statement with the SECOND in February. In addition, the Company expects to finalize the spin-off by the end of March 2023.
As previously announced, the revised transaction would be structured as a tax-free spin-off for all MSGE shareholders. In the first stage of the transaction, holders of MSGE Class A and Class B ordinary shares would receive a pro rata distribution which is expected to be equivalent, in aggregate, to an approximate 67% economic stake in the entertainment company in direct, which would take on the name Madison Square Garden Entertainment Corp. The remaining economic interest of approximately 33% in the live entertainment company would be retained by the current parent company, which would be renamed MSG Sphere Corp. These retained shares could then be used in a tax-free exchange offer for the common shares of MSG Sphere Corp.to raise capital for general corporate purposes and/or for use in a subsequent spin-off on a pro rata basis to shareholders of MSG Sphere Corp.
Completion of the transaction remains subject to various conditions, including the effectiveness of the amended Form 10 registration statement, certain league and other approvals, the receipt of an attorney’s tax opinion and the final board approval.
About Madison Square Garden Entertainment Corp.
Madison Square Garden Entertainment Corp. (MSG Entertainment) is a leader in live entertainment. The Society presents or hosts a wide range of events in its diverse collection of venues: the New York one Madison Square Garden, Hulu Theater at Madison Square Garden, Radio City Music Hall and beacon theater; and The Chicago Theater. MSG Entertainment is also building a new state-of-the-art venue in Vegas, MSG Sphere at The Venetian. Additionally, the company presents the original production, the Christmas Spectacular Starring the Radio City Rockettes, and offers 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 The umbrella is Tao Group Hospitality, with dining and nightlife brands including: Tao, Hakkasan, Omnia, Marquee, Lavo, Beauty & Essex and Cathedrale. More information is available at www.msgentertainment.com.
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 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 set forth in the forward-looking statements due to a variety of factors, including the perceptions of the financial community regarding the Company and its business, operations , its financial condition and the industries in which it operates, the impact of the COVID-19 pandemic and the factors described in the documents filed by the Company with the Security and Exchange Commission, including the sections entitled “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.