Madison Square Garden Entertainment Corp. confidentially submits Initial Form 10 Registration Statement for Proposed Spin-off of Live Entertainment and MSG Networks Business
NEW YORK–(BUSINESS WIRE)–Madison Square Garden Entertainment Corp. (NYSE:MSGE) today announced that it has confidentially filed an initial registration statement on Form 10 with the United States Securities and Exchange Commission (“SEC”) for the proposed spin-off of its traditional live entertainment and MSG Networks business.
As previously announced, the proposed separation 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 economic interest of approximately two-thirds in the entertainment company. live and media, which would take the name of 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. These retained shares would then be available for use in a tax-free exchange offer for common stock of MSG Sphere Corp., to raise capital for general corporate purposes and/or for a use in a subsequent spin-off on a pro rata basis for MSG Sphere Corp shareholders. .
The live entertainment and media company should include:
A diverse collection of venues: Madison Square Garden, Hulu Theater at Madison Square Garden, Radio City Music Hall, Beacon Theater and Chicago Theater;
The company’s entertainment and sports booking business, which presents a wide range of exciting concerts, family shows and special events, as well as a diverse mix of sporting events, for millions of guests every year ;
The Radio City Rockettes and the Christmas show the production, which has been a holiday tradition for 88 years;
Valuable long-term arena licensing deals 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 offers exclusive live local games from 5 NBA sports franchises and NHL.
After the proposed spin-off, MSG Sphere Corp. should 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 is expected to open in the second half of the 2023 schedule;
Majority stake in Tao Group Hospitality, a global restaurant and nightlife provider, with more than 70 branded properties in more than 20 markets on 5 continents;
An economic interest of approximately one-third in the live entertainment and media business; and
Most of the Company’s cash.
Completion of the transaction remains subject to various conditions, including the effectiveness of Form 10 registration statement, certain league approvals, receipt of tax advice from an attorney 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 wide range of events at its diverse collection of venues: New York’s Madison Square Garden, the Hulu Theater at Madison Square Garden, Radio City Music Hall and the Beacon Theater; and the Chicago Theater. MSG Entertainment is also building a new state-of-the-art venue in Las Vegas, MSG Sphere at The Venetian. Additionally, the company presents 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, offer a wide range of live sports content and other programming. Also under the MSG Entertainment umbrella is Tao Group Hospitality, with entertainment and nightlife brands such as: Tao, Marquee, Lavo, Beauty & Essex, Cathedral, Hakkasan and Omnia. 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 indicated in the forward-looking statements due to a variety of factors, including the perceptions of the financial community regarding the Company and its business, its operations, its 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 entitled “Factors of risk” and “Management’s report and analysis of the financial situation and results of operations” contained therein. The Company disclaims any obligation to update any forward-looking statements contained herein.