NEW
YORK, June 20, 2023 /PRNewswire/ -- Madison
Square Garden Entertainment Corp. (NYSE: MSGE) (the "Company" or
"MSG Entertainment") today announced that Sphere Entertainment
Group, LLC (the "Selling Stockholder") has commenced an
underwritten secondary offering of 5,250,000 shares of MSG
Entertainment's Class A common stock. In connection with the
offering, the Selling Stockholder intends to grant the underwriters
a 30-day option to purchase up to an additional 787,500 shares of
MSG Entertainment's Class A common stock at the public offering
price, less underwriting discounts and commissions.
In addition, under MSG Entertainment's existing $250 million share repurchase authorization, MSG
Entertainment intends to repurchase directly from the Selling
Stockholder a number of shares equivalent to approximately
$25 million (the "share repurchase").
The share repurchase is expected to occur concurrently with the
closing of the offering, at a price per share equal to the price at
which the underwriters will purchase the shares from the Selling
Stockholder in the offering. The Company intends to fund the share
repurchase from cash on hand. The share repurchase is subject to
the completion of the offering. The closing of the offering is not
contingent on the closing of the share repurchase.
The Selling Stockholder will receive all of the net proceeds
from the offering. MSG Entertainment is not selling any shares of
its Class A common stock in the offering and will not receive any
proceeds from the sale of shares by the Selling Stockholder in the
offering. Upon completion of the offering and share repurchase,
assuming the underwriters' option to purchase additional shares is
not exercised, the Selling Stockholder is expected to beneficially
own 25.1% of MSG Entertainment's Class A common
stock.[1]
BofA Securities, Goldman Sachs & Co. LLC and J.P. Morgan (in
alphabetical order) are acting as joint book-running managers for
the offering.
The offering will be made only by means of a prospectus. A copy
of the registration statement, including the preliminary prospectus
relating to this offering, may be obtained through the following
link:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001952073/000119312523170152/d512370ds1.htm.
Alternatively, the Company or any underwriter participating in the
offering will arrange to send you the prospectus if you request it
by contacting: BofA Securities, 201 North Tryon Street,
Charlotte, NC 28255, Mail Code
NC1-022-02-25, attention: Prospectus Department or by email at
dg.prospectus_requests@bofa.com; Goldman Sachs & Co. LLC, 200
West Street, New York, NY 10282,
attention: Prospectus Department, by telephone at (866) 471-2526 or
by email at prospectus-ny@ny.email.gs.com; J.P. Morgan, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, by
telephone: 1-866-803-9204 or by email at
prospectus-eg_fi@jpmchase.com.
A registration statement on Form S-1 relating to the securities
has been filed with the Securities and Exchange Commission but has
not yet become effective. The securities may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective. Before you invest, you should read the
prospectus in that registration statement for more complete
information about the Company and this offering. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy these securities, nor shall there be any sale of these
securities 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, delivering unforgettable experiences
while forging deep connections with diverse and passionate
audiences. The Company's portfolio includes a collection of
world-renowned venues – New York's
Madison Square Garden, The Theater at Madison Square Garden, Radio
City Music Hall, and Beacon Theatre; and The Chicago Theatre – that
showcase a broad array of sporting events, concerts, family shows,
and special events for millions of guests annually. In addition,
the Company features the original production, the Christmas
Spectacular Starring the Radio City Rockettes, which has been a
holiday tradition for 89 years.
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 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.
Contacts
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
[1] Assumes
the sale of 640,697 shares of the Company's Class A common stock in
connection with the share repurchase based on an assumed purchase
price of $39.02, the last reported sale price of the Company's
Class A common stock on June 16, 2023.
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SOURCE Madison Square Garden Entertainment Corp.