THE MADISON SQUARE GARDEN COMPANY BOARD APPROVES SPIN-OFF OF ENTERTAINMENT BUSINESSES FROM SPORTS BUSINESSES
March 31 2020 - 4:20PM
The Madison Square Garden Company (NYSE: MSG) today announced that
its board of directors has approved the spin-off of its
entertainment businesses from its sports businesses, which is
expected to be completed in mid-April. In addition, the Company
provided an update on its MSG Sphere construction in Las Vegas.
Two Distinct Companies for
ShareholdersUpon completion of the spin-off transaction,
MSG will be a pure-play sports company and will change its name to
Madison Square Garden Sports Corp. (MSG Sports), while the
newly-formed entertainment company will be named Madison Square
Garden Entertainment Corp. (MSG Entertainment).
The distribution will take place on April 17,
2020 to MSG stockholders of record as of the close of business on
April 13, 2020. Each MSG common stockholder will receive one share
of MSG Entertainment Class A or Class B common stock for every
share of MSG Class A or Class B common stock, respectively, held as
of the record date.
James L. Dolan, MSG’s Executive Chairman and
Chief Executive Officer, said: “While our industry is currently
going through a difficult period, we are confident in the enduring
strength and value of our businesses. Today’s approved spin-off is
the result of many months of preparation, and we believe it will
set the stage for long-term success for both MSG Sports and MSG
Entertainment.”
No action or payment is required by MSG
stockholders to receive shares of the new MSG Entertainment.
Stockholders who hold MSG common stock as of the record date will
receive a book-entry account statement reflecting their ownership
of new MSG Entertainment common stock or their brokerage account
will be credited with the new MSG Entertainment shares. An
Information Statement containing details regarding the distribution
of the new MSG Entertainment common stock and the new MSG
Entertainment business and management following the spin-off will
be mailed to MSG stockholders as of the record date prior to the
distribution date.
The spin-off has been structured to qualify as a
tax-free distribution to MSG stockholders and MSG for U.S. federal
income tax purposes. MSG stockholders are urged to consult with
their tax advisors with respect to the U.S. federal, state, local
and foreign tax consequences of the spin-off.
Beginning on April 9, 2020, and continuing until
the occurrence of the distribution, MSG expects that its common
stock will trade in two markets on the NYSE: in the "regular way"
market under the symbol "MSG" and under the current name, "The
Madison Square Garden Company", and in the "ex-distribution" market
under the symbol "MSGS WI" and under the new name "Madison Square
Garden Sports Corp."
Any holders of MSG Class A common stock who sell
shares regular way on or before April 17, 2020, will also be
selling their right to receive Class A common stock of the newly
formed MSG Entertainment. Investors are encouraged to consult with
their financial advisors regarding the specific implications of
buying or selling MSG Class A common stock on or before the
distribution date. The CUSIP number for MSG Class A common stock
will remain 55825T103. MSG's Class B common stock is not listed on
a securities exchange.
The new MSG Entertainment Class A common stock
is expected to begin trading on a "when-issued" basis on the NYSE
under the symbol "MSGE WI" and under the name "Madison Square
Garden Entertainment Corp." beginning on April 9, 2020. "When
issued" trading of MSG Entertainment Class A common stock will
continue until the distribution occurs. The CUSIP number for MSG
Entertainment Class A stock will be 55826T102. MSG Entertainment’s
Class B common stock will not be listed on a securities exchange.
"Regular way" trading will begin on April 20, 2020, with MSG
Entertainment Class A common stock trading under the symbol "MSGE"
and MSG Sports Class A common stock trading under the symbol
"MSGS".
The completion of the spin-off is subject to the
effectiveness of the Form 10, as well as certain conditions, and
approvals and consents, including final league approvals. J.P.
Morgan Securities LLC and PJT Partners LP continue to serve as
financial advisors and Sullivan & Cromwell LLP continues to
serve as legal advisor.
As previously disclosed, it is expected that
James Dolan will serve as Executive Chairman of MSG Sports and as
Executive Chairman and Chief Executive Officer of MSG
Entertainment. Andrew Lustgarten is expected to serve as
President and Chief Executive Officer of MSG Sports and as
President of MSG Entertainment.
Update on MSG Sphere Construction in Las
VegasThe Company is currently building a state-of-the-art
venue in Las Vegas, called MSG Sphere. The widespread global
effects of COVID-19 have resulted in significant impediments to
construction that are beyond the Company’s control, including
disruptions to its supply chain. As a result, the Company will
implement a temporary suspension of construction, with all work
ceasing over approximately the next two weeks. The Company remains
committed to building a state-of-the-art venue in Las Vegas and
looks forward to quickly and efficiently resuming construction as
soon as practicable. As a result of this delay, the Company does
not expect to achieve its goal of opening the venue in calendar
year 2021.
About The Madison Square Garden
CompanyThe Madison Square Garden Company (MSG) is a world
leader in live sports and entertainment experiences. The
company presents or hosts a broad array of premier events in its
diverse collection of iconic venues: New York’s Madison Square
Garden, Hulu Theater at Madison Square Garden, Radio City Music
Hall and Beacon Theatre; the Forum in Inglewood, CA; and The
Chicago Theatre. Other MSG properties include legendary
sports franchises: the New York Knicks (NBA) and the New York
Rangers (NHL); two development league teams – the Westchester
Knicks (NBAGL) and the Hartford Wolf Pack (AHL); and esports teams
through Counter Logic Gaming, a leading North American esports
organization, and Knicks Gaming, MSG’s NBA 2K League franchise.
In addition, the Company features the popular original
production – the Christmas Spectacular Starring the Radio
City Rockettes – and through Boston Calling Events, produces New
England’s preeminent Boston Calling Music Festival. Also under
the MSG umbrella is Tao Group Hospitality, a world-class
hospitality group with globally-recognized entertainment, dining
and nightlife brands including Tao, Marquee, Lavo, Avenue, Beauty
& Essex and Cathédrale. More information is available
at www.themadisonsquaregardencompany.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 any such forward-looking statements are not guarantees of
future performance or results and involve risks and uncertainties,
and that actual results, developments and events may differ
materially from those in the forward-looking statements as a result
of various factors, including financial community and rating agency
perceptions of the Company and its business, operations, financial
condition and the industry in which it operates 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.
Contacts: |
|
Kimberly KernsEVP and Chief Communications OfficerThe Madison
Square Garden Company(212) 465-6442 / kimberly.kerns@msg.com |
Ari Danes, CFASenior Vice President, Investor Relations &
TreasuryThe Madison Square Garden Company(212) 465-6072 /
ari.danes@msg.com |
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