false 0001795250 0001795250 2023-11-20 2023-11-20

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 20, 2023

 

 

SPHERE ENTERTAINMENT CO.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-39245   84-3755666

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

Two Pennsylvania Plaza,

New York, NY

   10121
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (725) 258-0001

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of Each Exchange

on Which Registered

Class A Common Stock   SPHR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 2.06

Material Impairments.

On November 21, 2023, Sphere Entertainment Co. (the “Company”) announced that it was formally notified by the Mayor of London that its planning application for a Sphere venue in Stratford, London was not approved.

In light of this decision, the Company no longer plans to allocate resources towards the development of a Sphere in the United Kingdom. The Company continues to have substantive discussions regarding the development of Sphere in other international markets.

In connection with this decision, the Company expects to record a non-cash impairment charge for project costs (primarily related to professional fees) of approximately $80 million in the quarter ending December 31, 2023. The Company does not expect any significant estimated future cash expenditures associated with the impairment charge. In addition, the Company is evaluating its options regarding the disposition of approximately $77 million of real estate acquired in connection with this project and may incur an additional non-cash impairment charge associated with such capitalized real estate.

 

1

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.

 

SPHERE ENTERTAINMENT CO.

(Registrant)

By:  

/s/ Gregory Brunner

Name:   Gregory Brunner
Title:   Senior Vice President, Controller and
Principal Accounting Officer

Dated: November 21, 2023

 

2

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Nov. 20, 2023
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Entity Central Index Key 0001795250
Document Type 8-K
Document Period End Date Nov. 20, 2023
Entity Registrant Name SPHERE ENTERTAINMENT CO.
Entity Incorporation State Country Code DE
Entity File Number 001-39245
Entity Tax Identification Number 84-3755666
Entity Address, Address Line One Two Pennsylvania Plaza
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10121
City Area Code (725)
Local Phone Number 258-0001
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Security 12b Title Class A Common Stock
Trading Symbol SPHR
Security Exchange Name NYSE
Entity Emerging Growth Company false
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