MSG Entertainment sees completing spinoff by end of March 2023

Madison Square Garden Entertainment Corp. announced 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 bookings business, and the Christmas Spectacular Starring the Radio City Rockettes production. The company has confidentially submitted an Amended Form 10 Registration Statement with the U.S. Securities and Exchange Commission for the proposed transaction and anticipates filing a publicly available Amended Form 10 Registration Statement with the SEC in February. In addition, the Company expects to complete the spin-off by the end of March 2023. As previously announced, 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 67% economic interest in the live entertainment company, which would take on the name Madison Square Garden Entertainment Corp. The remaining approximately 33% 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. Completion of the transaction remains subject to various conditions, including effectiveness of the Amended Form 10 Registration Statement, certain league and other approvals, receipt of a tax opinion from counsel and final Board approval.