Madison Square Garden Entertainment Corp. Board of Directors Approves Exploration of Potential Spin-Off

By: Madison Square Garden Entertainment Corp. via Business Wire

August 18, 2022 at 16:30 PM EDT

Transaction Would Separate Live Entertainment and MSG Networks Businesses from MSG Sphere and Tao Group Hospitality to Create Two Public Companies

Madison Square Garden Entertainment Corp. (“MSG Entertainment”) (NYSE: MSGE) today announced that its board of directors has authorized the Company’s management to explore a potential spin-off that would create a separately-traded public company comprised of its traditional live entertainment business – which includes a diverse collection of performance venues, entertainment and sports bookings and the Christmas Spectacular production – and the MSG Networks business. The proposed spin-off would separate these businesses from the Company’s MSG Sphere and Tao Group Hospitality businesses.

The potential transaction would provide shareholders with greater investment choice and visibility into each company’s businesses and growth prospects, while enabling both companies to pursue distinct business and capital allocation strategies.

If the Company proceeds with the separation, it 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 two-thirds economic interest in the live entertainment and media company. The remaining approximately one-third economic interest in the live entertainment and media company would be retained by MSG Entertainment. Those retained shares would then be available 1) for use in a tax-free exchange offer for the common stock of MSG Entertainment, 2) to raise capital for general corporate purposes, and/or 3) for use in a follow-on pro-rata spin-off to MSGE shareholders.

Executive Chairman and CEO James L. Dolan said, “This potential transaction would create two companies, each with a distinct value proposition for investors. The live entertainment and media company would include Madison Square Garden, the Christmas Spectacular production and MSG Networks and would generate substantial free cash flow. The second company, comprised of MSG Sphere and Tao Group Hospitality, would be focused on unique shared experiences, innovation and global opportunities for growth.”

The live entertainment and media company is expected to include:

A diverse collection of venues: Madison Square Garden, The Hulu Theater at Madison Square Garden, Radio City Music Hall, the Beacon Theatre and The Chicago Theatre;
The Company’s entertainment and sports bookings business, which showcases a broad array of compelling concerts, family shows and special events, as well as a diverse mix of sporting events, for millions of guests annually;
The Radio City Rockettes and the Christmas Spectacular production, which has been a holiday tradition for 88 years;
Valuable long-term Arena License Agreements 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+, as well as a companion streaming app, MSG GO, and features exclusive live local games of 5 NBA and NHL sports franchises.

After the proposed spin-off of the live entertainment and media company, MSG Entertainment is expected to 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 expected to open in the second half of calendar 2023;
Majority interest in TAO Group Hospitality, a global entertainment dining and nightlife provider, with over 70 branded locations within 60 venues in more than 20 markets across 5 continents;
An approximately one-third economic interest in the live entertainment and media company; and
The majority of the Company’s cash on hand.

There can be no assurance that the proposed transaction will be completed in the manner described above, or at all. The Company has not set a timetable for completion of this process. Completion of the transaction would be subject to various conditions, including certain league approvals, receipt of a tax opinion from counsel and final MSG Entertainment 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 broad array of events in its diverse collection of venues: New York’s Madison Square Garden, Hulu Theater at Madison Square Garden, Radio City Music Hall and Beacon Theatre; and The Chicago Theatre. MSG Entertainment is also building a new state-of-the-art venue in Las Vegas, MSG Sphere at The Venetian. In addition, the Company features 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+, deliver a wide range of live sports content and other programming. Also under the MSG Entertainment umbrella is Tao Group Hospitality, with entertainment dining and nightlife brands including: Tao, Marquee, Lavo, Beauty & Essex, Cathédrale, Hakkasan and Omnia. More information is available at www.msgentertainment.com.

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, 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 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220818005677/en/

Contacts

Ari Danes, CFA

Senior Vice President, Investor Relations, Financial Communications & Treasury

Madison Square Garden Entertainment Corp.

(212) 465-6072

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Madison Square Garden Entertainment Corp. Board of Directors Approves Exploration of Potential Spin-Off

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