UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On June 27, 2023, Sphere Entertainment Group, LLC (the “Selling Stockholder”), a subsidiary of Sphere Entertainment Co., completed a secondary offering (the “Offering”) of 6,037,500 shares, which includes the exercise in full of the underwriters’ option to purchase additional shares, of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of Madison Square Garden Entertainment Corp. (the “Company”) at a public offering price of $31.00 per share, less underwriting discounts and commissions.
In connection with the Offering, the Company entered into an Underwriting Agreement, dated June 22, 2023 (the “Underwriting Agreement”), by and among the Company, the Selling Stockholder and BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as the underwriters. The offering of the shares of Class A Common Stock was registered pursuant to the Company’s registration statement on Form S-1 (File No. 333-272780), which the Securities and Exchange Commission declared effective on June 22, 2023. The Company did not receive any of the proceeds from the sale of the shares of Class A Common Stock by the Selling Stockholder in the Offering.
Concurrently with closing of the Offering on June 27, 2023, the Company repurchased 840,053 shares of Class A Common Stock from the Selling Stockholder in a private transaction, pursuant to a Stock Purchase Agreement, dated June 21, 2023, between the Company and the Selling Stockholder (the “Share Repurchase”).
At the completion of the Offering and the Share Repurchase, the Selling Stockholder held approximately 23.0% of the issued and outstanding shares of Class A Common Stock, as compared to approximately 37.8% immediately prior to the completion of the Offering and the Share Repurchase.
The description of the Underwriting Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 1.1 | Underwriting Agreement, dated June 22, 2023, by and among Madison Square Garden Entertainment Corp., Sphere Entertainment Group, LLC and BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XRBL document). | |
SIGNATURES
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.
| Date: June 27, 2023 | MADISON SQUARE GARDEN ENTERTAINMENT CORP. | |||||||
| By: | /s/ David F. Byrnes | |||||||
| Name: | David F. Byrnes | |||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||