UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
MSGN Holdings, L.P. (the “Borrower”), an indirect wholly owned subsidiary of Sphere Entertainment Co. (the “Company”) continues to pursue a refinancing of its Term Loan through a work-out with its existing syndicate of lenders. As part of this ongoing process, on October 11, 2024, the Borrower entered into a Forbearance Agreement (the “Forbearance Agreement”) by and among the Borrower, the guarantors identified therein (collectively, the “Guarantors”), JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders (the “Supporting Lenders”) under the Amended and Restated Credit Agreement, dated as of October 11, 2019, by and among the Borrower, the Guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (as amended, the “Credit Agreement”).
Subject to the terms of the Forbearance Agreement, the Supporting Lenders have agreed to forbear, during the Forbearance Period (as defined below), from exercising certain of their available remedies under the Credit Agreement with respect to or arising out of the Borrower’s failure to make payment on the outstanding principal amount of the Term Loan on the Maturity Date (each as defined in the Credit Agreement) of October 11, 2024 (the “Specified Default”).
The forbearance period (the “Forbearance Period”) under the Forbearance Agreement will expire on the earlier to occur of (a) November 8, 2024, or such later date agreed to by the Borrower and the Supporting Lenders that hold a majority in principal amount of Term Loans held by all Supporting Lenders (the “Required Supporting Lenders”) and (b) the date on which any Termination Event (as defined in the Forbearance Agreement) occurs.
The foregoing description of the Forbearance Agreement does not purport to be complete and is subject to, and qualified, in its entirety by, the full text of the Forbearance Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Forbearance Agreement, dated as of October 11, 2024, by and among MSGN Holdings, L.P., certain subsidiaries of MSGN Holdings, L.P. identified therein, MSGN Eden, LLC, Regional MSGN Holdings LLC and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPHERE ENTERTAINMENT CO. | ||
| (Registrant) | ||
| By: | /s/ Mark C. Cresitello | |
| Name: | Mark C. Cresitello | |
| Title: | Secretary | |
Dated: October 11, 2024