NEW
YORK, June 22, 2023 /PRNewswire/ -- Madison
Square Garden Entertainment Corp. (NYSE: MSGE) (the "Company" or
"MSG Entertainment") today announced the pricing of the previously
announced underwritten secondary offering by Sphere Entertainment
Group, LLC (the "Selling Stockholder") of 5,250,000 shares of MSG
Entertainment's Class A common stock at a public offering price of
$31.00 per share. The shares are
expected to be delivered on or about June
27, 2023, subject to the satisfaction of customary closing
conditions. The Selling Stockholder has granted 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 840,053 shares directly from
the Selling Stockholder, at a price of $29.76 per share, which is equal to the price at
which the underwriters will purchase the shares from the Selling
Stockholder, for an aggregate amount of approximately $25 million, concurrently with the closing of the
offering (the "share repurchase"). 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 will beneficially own 24.7%
of MSG Entertainment's Class A common stock.
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 is being 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/1952073/000119312523170152/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 declared effective by the Securities and Exchange
Commission. 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
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SOURCE Madison Square Garden Entertainment Corp.