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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sphere Entertainment Co.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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): August 11, 2025 SPHERE ENTERTAINMENT CO. |
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| August 11, 2025 |
SPHERE ENTERTAINMENT CO. REPORTS SECOND QUARTER 2025 RESULTS Exhibit 99.1 SPHERE ENTERTAINMENT CO. REPORTS SECOND QUARTER 2025 RESULTS NEW YORK, N.Y., August 11, 2025 - Sphere Entertainment Co. (NYSE: SPHR) (“Sphere Entertainment” or the “Company”) today reported financial results for the second quarter ended June 30, 2025. Second quarter highlights for the Company’s Sphere segment included: •In early June, The Sphere Experience featuring Postcard from Eart |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39245 SPHERE ENT |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 25, 2025 SPHERE ENTERTAINMENT CO. (Exact Name of Registrant as Specified in Charter) Nevada 001-39245 84-3755666 (State or other jurisdiction of incorporation) (Commission File N |
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| June 27, 2025 |
EX-10.1 Exhibit 10.1 Execution Version CONFIDENTIAL AMENDMENT AND RESTATEMENT AGREEMENT This AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”), dated as of June 27, 2025, is among MSGN HOLDINGS, L.P., a Delaware limited partnership (the “Company”), the Guarantors party hereto, the banks, financial institutions and other Persons which are parties hereto, together with their respective successo |
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| June 27, 2025 |
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): June 27, 2025 SPHERE ENTERTAINMENT CO. |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 4, 2025 SPHERE ENTERTAINMENT CO. (Exact Name of Registrant as Specified in Charter) Nevada 001-39245 84-3755666 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 5, 2025 |
Articles of Incorporation of Sphere Entertainment Co. Exhibit 3.1 ARTICLES OF INCORPORATION OF SPHERE ENTERTAINMENT CO. FIRST. The name of this corporation (hereinafter called the “Corporation”) is “Sphere Entertainment Co.” The Corporation is the resulting entity in the conversion of Sphere Entertainment Co., a Delaware corporation, into a Nevada corporation and is a continuation of the existence thereof pursuant to Nevada Revised Statutes (as amend |
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| June 5, 2025 |
Plan of Conversion of Sphere Entertainment Co. EX-2.1 Exhibit 2.1 PLAN OF CONVERSION This Plan of Conversion (this “Plan”) sets forth certain terms of the conversion of Sphere Entertainment Co., a Delaware corporation (the “Delaware Corporation”), to a Nevada corporation (the “Nevada Corporation”), pursuant to the terms of the General Corporation Law of the State of Delaware (as amended, the “DGCL”) and Sections 92A.195 and 92A.205 of the Neva |
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| June 5, 2025 |
Bylaws of Sphere Entertainment Co. Exhibit 3.2 BYLAWS OF SPHERE ENTERTAINMENT CO. (A NEVADA CORPORATION) ADOPTED EFFECTIVE AS OF JUNE 4, 2025 TABLE OF CONTENTS Page Article I Stockholders 1 1. Certificates; Uncertificated Shares 1 2. Fractional Share Interests 2 3. Stock Transfers 2 4. Record Date for Stockholders 2 5. Meaning of Certain Terms 3 6. Stockholder Meetings 3 Article II Directors 8 1. Functions and Definitions 8 2. Qual |
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| June 5, 2025 |
Form of Indemnification Agreement between Sphere Entertainment Co. and its Directors and Officers. EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT is made this day of (the “Agreement”) by and between Sphere Entertainment Co., a Nevada corporation (the “Company”), and (“Indemnitee”). WHEREAS, Indemnitee is [a][an] [director][officer] of the Company and may also be serving or may serve in the future in another Position (as hereinafter defined) at an Affiliated Entity |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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): May 8, 2025 SPHERE ENTERTAINMENT CO. |
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| May 8, 2025 |
SPHERE ENTERTAINMENT CO. REPORTS FIRST QUARTER 2025 RESULTS Exhibit 99.1 SPHERE ENTERTAINMENT CO. REPORTS FIRST QUARTER 2025 RESULTS NEW YORK, N.Y., May 8, 2025 - Sphere Entertainment Co. (NYSE: SPHR) (“Sphere Entertainment” or the “Company”) today reported financial results for the first quarter ended March 31, 2025.(1) Recent Sphere operating highlights include: •The Company announced new multi-year marketing partnerships with Pepsi and Google; •Sphere i |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39245 SPHERE EN |
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| April 25, 2025 |
Exhibit 10.1 EXECUTION VERSION This TRANSACTION SUPPORT AGREEMENT (including all exhibits, annexes, and schedules to this Agreement in accordance with Section 15.02 of this Agreement, this “Agreement”) is made and entered into as of April 24, 2025 (the “Execution Date”), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the followin |
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| April 25, 2025 |
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): April 24, 2025 SPHERE ENTERTAINMENT CO. |
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| April 22, 2025 |
EX-10.1 Exhibit 10.1 The following email was sent on behalf of the Agent and Required Supporting Lenders and confirmed on behalf of the Borrower: Reference is made to that certain Sixth Amended and Restated Forbearance Agreement dated as of April 4, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time (the “Forbearance Agreement”), |
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| April 22, 2025 |
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): April 21, 2025 SPHERE ENTERTAINMENT CO. |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x |
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| April 7, 2025 |
Entry into a Material Definitive Agreement 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): April 4, 2025 SPHERE ENTERTAINMENT CO. |
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| April 7, 2025 |
Exhibit 10.2 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. SIXTH AMENDED AND RESTATED FORBEARANCE AGREEMENT This SIXTH AMENDED AND RESTATED FORBEARANCE AGREEMENT, da |
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| April 7, 2025 |
Exhibit 10.1 The following email was sent on behalf of the Agent and Required Supporting Lenders and confirmed on behalf of the Borrower: Reference is made to that certain Fifth Amended and Restated Forbearance Agreement dated as of March 26, 2025 (as amended by email on April 2, 2024 and as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the |
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| April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o |
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| April 2, 2025 |
Exhibit 10.1 The following email was sent on behalf of the Agent and Required Supporting Lenders and confirmed on behalf of the Borrower: Reference is made to that certain Fifth Amended and Restated Forbearance Agreement dated as of March 26, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time (the “Forbearance Agreement”), by and |
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| April 2, 2025 |
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): April 2, 2025 SPHERE ENTERTAINMENT CO. |
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| March 28, 2025 |
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): March 24, 2025 SPHERE ENTERTAINMENT CO. |
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| March 27, 2025 |
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): March 26, 2025 SPHERE ENTERTAINMENT CO. |
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| March 27, 2025 |
Exhibit 10.1 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. FIFTH AMENDED AND RESTATED FORBEARANCE AGREEMENT This FIFTH AMENDED AND RESTATED FORBEARANCE AGREEMENT, da |
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| March 14, 2025 |
CORRESP VIA EDGAR CORRESPONDENCE March 14, 2025 Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N. |
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| March 3, 2025 |
Subsidiaries of the Registrant. Exhibit 21.1 Sphere Entertainment Co. Subsidiaries ENTITY NAME STATE/COUNTRY FORMED Advanced Electronic Designs, Inc. MT Empire 3333, LLC DE Empire 3401, LLC DE Extreme 26, LLC DE Fly Shades, LLC DE Holoplot GmbH Germany Holoplot Inc. DE Madison Square Garden Investments, LLC DE MSG Immersive Ventures, LLC DE MSG Las Vegas, LLC DE MSG LV Construction, LLC DE MSG Networks Inc. DE MSG Sphere Studios |
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| March 3, 2025 |
EXHIBIT 10.28 Form of Networks Employee Plan PSU FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT Dear [Participant Name]: Pursuant to the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Madison Square Garden Entertainment Corp. (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the “Committ |
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| March 3, 2025 |
SPHERE ENTERTAINMENT CO. REPORTS RESULTS FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2024 Exhibit 99.1 SPHERE ENTERTAINMENT CO. REPORTS RESULTS FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2024 NEW YORK, N.Y., March 3, 2025 - Sphere Entertainment Co. (NYSE: SPHR) (“Sphere Entertainment” or the “Company”) today reported financial results for the three and six months ended December 31, 2024.(1) Recent Sphere operating highlights include: •The Sphere Experience featuring Postcard from |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KT (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended or ☑ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from July 1, 2024 to December 31, 2024 Commission File Number: 001-39245 |
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| March 3, 2025 |
EXHIBIT 10.26 Form of Networks Employee Plan RSU FORM OF RESTRICTED STOCK UNITS AGREEMENT Dear [Participant Name]: Pursuant to the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Madison Square Garden Entertainment Corp. (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of Sphe |
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| March 3, 2025 |
EXHIBIT 10.18 Form of SPHR Employee Plan PSU FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT Dear [Participant Name]: Pursuant to the 2020 Employee Stock Plan, as amended (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the “Committee”) of Sphere Entertainment Co. (formerly known as Madison Square Garden Enter |
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| March 3, 2025 |
EXHIBIT 10.16 Form of SPHR Employee Plan RSU FORM OF RESTRICTED STOCK UNITS AGREEMENT Dear [Participant Name]: Pursuant to the 2020 Employee Stock Plan, as amended (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of Sphere Entertainment Co. (formerly known as Madison Square Garden Entertainment Cor |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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): March 3, 2025 SPHERE ENTERTAINMENT CO. |
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| February 5, 2025 |
Exhibit 10.1 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. FOURTH AMENDED AND RESTATED FORBEARANCE AGREEMENT This FOURTH AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of February 4, 2025 (this “A |
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| February 5, 2025 |
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): February 4, 2025 SPHERE ENTERTAINMENT CO. |
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| February 4, 2025 |
AMENDED AND RESTATED TRUST BENEFICIARY LIST EX-99.A 2 tm254658d2ex99-a.htm EXHIBIT 99.A Exhibit A AMENDED AND RESTATED TRUST BENEFICIARY LIST Kathleen M. Dolan is a co-Trustee of each of the Charles F. Dolan Children Trust FBO James L. Dolan (with Paul J. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Thomas C. Dolan (with Matthew J. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Kathleen M. Dolan (with Paul J. |
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| February 4, 2025 |
EX-10.1 Exhibit 10.1 The following email was sent on behalf of the Agent and Required Supporting Lenders and confirmed on behalf of the Borrower: Reference is made to that certain Third Amended and Restated Forbearance Agreement dated as of January 10, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time (the “Forbearance Agreement |
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| February 4, 2025 |
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): February 3, 2025 SPHERE ENTERTAINMENT CO. |
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| February 4, 2025 |
EX-99.C(1) 4 tm254658d2ex99-c1.htm EXHIBIT 99.C(1) Exhibit C.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Dennis H. Javer, Thomas C. Dolan and Marianne E. Dolan Weber, and each of them individually, the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as |
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| February 4, 2025 |
EX-99.B(5) 3 tm254658d2ex99-b5.htm EXHIBIT 99.B(5) Exhibit B.5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Class A Common Stock, $0.01 par value, |
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| February 3, 2025 |
Exhibit 10.1 The following email was sent on behalf of the Agent and Required Supporting Lenders and confirmed on behalf of the Borrower: Reference is made to that certain Third Amended and Restated Forbearance Agreement dated as of January 10, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time (the “Forbearance Agreement”), by a |
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| February 3, 2025 |
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): January 31, 2025 SPHERE ENTERTAINMENT CO. |
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| January 10, 2025 |
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): January 10, 2025 SPHERE ENTERTAINMENT CO. |
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| January 10, 2025 |
Exhibit 10.1 EXECUTION VERSION THIRD AMENDED AND RESTATED FORBEARANCE AGREEMENT This THIRD AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of January 10, 2025 (this “Agreement”), is made by and among MSGN HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), each of the other Loan Parties, the undersigned Lenders or investment managers or advisors for such Lenders (together with an |
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| January 8, 2025 |
EX-10.1 Exhibit 10.1 January 6, 2025 Mr. Robert Langer c/o Sphere Entertainment Co. Two Pennsylvania Plaza New York, NY 10121 Dear Robert: This letter agreement (the “Agreement”), effective as of January 6, 2025, will confirm the terms of your employment with Sphere Entertainment Co. (the “Company”) which shall commence on January 13, 2025 or such later date as the parties may agree (the “Commence |
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| January 8, 2025 |
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): January 6, 2025 SPHERE ENTERTAINMENT CO. |
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| December 31, 2024 |
Exhibit B.4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Class A Common Stock, $0.01 par value, of Sphere Entertainment Co. This Joint Filing Agree |
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| December 20, 2024 |
Entry into a Material Definitive Agreement 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): December 20, 2024 SPHERE ENTERTAINMENT CO. |
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| December 20, 2024 |
Exhibit 10.1 EXECUTION VERSION SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENT This SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of December 20, 2024 (this “Agreement”), is made by and among MSGN HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), each of the other Loan Parties, the undersigned Lenders or investment managers or advisors for such Lenders (together with |
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| December 20, 2024 |
EX-10.1 2 d856451dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENT This SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of December 20, 2024 (this “Agreement”), is made by and among MSGN HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), each of the other Loan Parties, the undersigned Lenders or investment managers or advi |
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| December 20, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| December 13, 2024 |
Exhibit 107 CALCULATION OF FILING FEE Form S-8 (Form type) Sphere Entertainment Co. |
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| December 13, 2024 |
As filed with the Securities and Exchange Commission on December 13, 2024 As filed with the Securities and Exchange Commission on December 13, 2024 Registration No. |
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| December 10, 2024 |
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): December 9, 2024 SPHERE ENTERTAINMENT CO. |
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| November 26, 2024 |
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 26, 2024 SPHERE ENTERTAINMENT CO. |
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| November 26, 2024 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED FORBEARANCE AGREEMENT This AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of November 26, 2024 (this “Agreement”), is made by and among MSGN HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), each of the other Loan Parties, the undersigned Lenders or investment managers or advisors for such Lenders (together with any p |
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| November 14, 2024 |
SPHR / Sphere Entertainment Co. / Jericho Capital Asset Management L.P. Passive Investment SC 13G/A 1 jericho-sphr093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G-A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sphere Entertainment Co. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 55826T102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) |
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| November 14, 2024 |
SC 13G/A 1 p24-3390sc13ga.htm SPHERE ENTERTAINMENT CO. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sphere Entertainment Co. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 55826T102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this S |
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| November 12, 2024 |
Exhibit 10.1 The following email was sent on behalf of the Agent and Required Supporting Lenders and confirmed on behalf of the Borrower: Reference is made to that certain Forbearance Agreement dated as of October 11, 2024 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time (including by this email amendment (the “Email Amendment”)), t |
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| November 12, 2024 |
Entry into a Material Definitive Agreement 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 8, 2024 SPHERE ENTERTAINMENT CO. |
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| November 12, 2024 |
SPHERE ENTERTAINMENT CO. REPORTS FISCAL 2025 FIRST QUARTER RESULTS SPHERE ENTERTAINMENT CO. REPORTS FISCAL 2025 FIRST QUARTER RESULTS NEW YORK, N.Y., November 12, 2024 - Sphere Entertainment Co. (NYSE: SPHR) (“Sphere Entertainment” or the “Company”) today reported financial results for the fiscal first quarter ended September 30, 2024. Recent Sphere operating highlights include: •In October, the Company and the Department of Culture and Tourism – Abu Dhabi (“DCT |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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 12, 2024 SPHERE ENTERTAINMENT CO. |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39245 SPHER |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o |
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| October 15, 2024 |
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): October 15, 2024 SPHERE ENTERTAINMENT CO. |
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| October 15, 2024 |
Exhibit 99.1 SPHERE ENTERTAINMENT AND THE DEPARTMENT OF CULTURE AND TOURISM – ABU DHABI ANNOUNCE PLANS TO MAKE ABU DHABI NEXT SPHERE VENUE LOCATION NEW YORK and ABU DHABI (October 15, 2024) – Sphere Entertainment Co. (NYSE: SPHR) (“Sphere Entertainment”) and the Department of Culture and Tourism – Abu Dhabi (“DCT Abu Dhabi”) announced today that they will work together to bring the world’s second |
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| October 11, 2024 |
Exhibit 10.1 EXECUTION VERSION FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT, dated as of October 11, 2024 (this “Agreement”), is made by and among MSGN HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), each of the other Loan Parties, the undersigned Lenders or investment managers or advisors for such Lenders (together with any party that executes a Forbearance Joinder Agreement |
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| October 11, 2024 |
Entry into a Material Definitive Agreement 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): October 11, 2024 SPHERE ENTERTAINMENT CO. |
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| October 8, 2024 |
SPHERE ENTERTAINMENT ANNOUNCES EVP, CFO AND TREASURER, DAVID BYRNES, WILL BE LEAVING THE COMPANY EX-99.1 Exhibit 99.1 SPHERE ENTERTAINMENT ANNOUNCES EVP, CFO AND TREASURER, DAVID BYRNES, WILL BE LEAVING THE COMPANY NEW YORK, N.Y., October 8, 2024 – Sphere Entertainment Co. (NYSE: SPHR) (“Sphere Entertainment” or the “Company”) announced today that Mr. David F. Byrnes, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, will be leaving the Company. The Company will c |
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| October 8, 2024 |
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): October 7, 2024 SPHERE ENTERTAINMENT CO. |
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| August 30, 2024 |
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): August 27, 2024 SPHERE ENTERTAINMENT CO. |
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| August 30, 2024 |
Exhibit 10.1 August 27, 2024 Ms. Andrea Greenberg MSG Networks Inc. Eleven Pennsylvania Plaza New York, NY 10121 Dear Andrea: This letter agreement (the “Agreement”), effective as of September 1, 2024 (the “Effective Date”), will confirm the terms of your continued employment with MSG Networks Inc. (the “Company”). 1. Your title will continue to be President & Chief Executive Officer and you will |
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| August 26, 2024 |
Exhibit 10.2 FORM OF RESTRICTED STOCK UNITS AGREEMENT Dear [Participant Name]: Pursuant to the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Madison Square Garden Entertainment Corp. (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of Sphere Entertainment Co. (formerly known |
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| August 26, 2024 |
Exhibit 10.1 FORM OF RESTRICTED STOCK UNITS AGREEMENT Dear [Participant Name]: Pursuant to the 2020 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of Sphere Entertainment Co. (formerly known as Madison Square Garden Entertainment Corp.) (the “Company”), effective as of [Date] |
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| August 26, 2024 |
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): August 22, 2024 SPHERE ENTERTAINMENT CO. |
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| August 14, 2024 |
Exhibit 10.40 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 28, 2024 (this “Amendment”), among MSG LAS VEGAS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”). RECITALS A. WHEREAS, the Borrower is a par |
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| August 14, 2024 |
Exhibit 19.1 INSIDER TRADING POLICY 1. Purpose 1.1 The intent of this Insider Trading Policy (this “Policy”) is to define the details and specific requirements for all employees, directors, and consultants relating to Sphere Entertainment Co. and its controlled subsidiaries (collectively, “Sphere Entertainment” or the “Company”) prohibition on insider trading set forth in the Company’s Code of Con |
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| August 14, 2024 |
Exhibit 10.28 June 7, 2024 Ms. Jennifer Koester c/o Sphere Entertainment Co. Two Pennsylvania Plaza New York, NY 10121 Re: Amendment to Employment Agreement Dear Jen: This letter (the “Amendment”), effective as of June 10, 2024, hereby amends your employment agreement with Sphere Entertainment Co. (the “Company”), dated January 5, 2024 (the “Employment Agreement”). Unless otherwise expressly set f |
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| August 14, 2024 |
Exhibit 97.1 CLAWBACK POLICY 1. Purpose 1.1 Sphere Entertainment Co. and its controlled subsidiaries (collectively, “Sphere Entertainment” or the “Company”) has adopted this policy (this “Policy”) to provide for the recovery or “clawback” of certain incentive compensation in the event of a Restatement. This Policy is intended to comply with, and will be interpreted to be consistent with, the requi |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39245 SPHERE ENTERTAINME |
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| August 14, 2024 |
SPHERE ENTERTAINMENT CO. REPORTS FISCAL 2024 FOURTH QUARTER AND FULL YEAR RESULTS SPHERE ENTERTAINMENT CO. REPORTS FISCAL 2024 FOURTH QUARTER AND FULL YEAR RESULTS NEW YORK, N.Y., August 14, 2024 - Sphere Entertainment Co. (NYSE: SPHR) (“Sphere Entertainment” or the “Company”) today reported financial results for the fiscal fourth quarter and full-year ended June 30, 2024. Recent Sphere highlights include: •Dead & Co. completed a successful 30-show residency in early August, wh |
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| August 14, 2024 |
Subsidiaries of the Registrant. Exhibit 21.1 Sphere Entertainment Co. Subsidiaries ENTITY NAME STATE/COUNTRY FORMED Empire 3333, LLC DE Empire 3401, LLC DE Fly Shades, LLC DE Holoplot GmbH Germany Holoplot Inc. DE Madison Square Garden Investments, LLC DE MSG Immersive Ventures, LLC DE MSG Las Vegas, LLC DE MSG LV Construction, LLC DE MSG Networks Inc. DE MSG Sphere Studios, LLC DE MSG TG, LLC DE MSG Ventures Holdings, LLC DE MS |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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): August 14, 2024 SPHERE ENTERTAINMENT CO. |
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| July 22, 2024 |
EX-99.1 2 tm2419921d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Sphere Entertainment Co., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934 |
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| July 22, 2024 |
SPHR / Sphere Entertainment Co. / CITADEL ADVISORS LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Sphere Entertainment Co. (Name of Issuer) Class A Common Stock, par value $0.01 per share (the “Shares”) (Title of Class of Securities) 5582 |
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| July 3, 2024 |
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): June 30, 2024 SPHERE ENTERTAINMENT CO. |
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| July 3, 2024 |
Exhibit 10.1 June 30, 2024 Mr. James L. Dolan Sphere Entertainment Co. Two Pennsylvania Plaza New York, NY 10121 Dear Jim: This letter agreement (the “Agreement”), effective as of July 1, 2024 (the “Effective Date”), will confirm the terms of your continued employment with Sphere Entertainment Co. (the “Company”). 1. Your title continues to be Executive Chairman and Chief Executive Officer and you |
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| July 2, 2024 |
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): June 26, 2024 SPHERE ENTERTAINMENT CO. |
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| June 24, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 p24-2249exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing a |
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| June 24, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sphere Entertainment Co. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 55826T102 (CUSIP Number) June 21, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| June 10, 2024 |
SPHR / Sphere Entertainment Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Sphere Entertainment Co Class A Title of Class of Securities: Common Stock CUSIP Number: 55826T102 Date of Event Which Requires Filing of this Statement: May 31, 2024 Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| May 10, 2024 |
SPHERE ENTERTAINMENT CO. REPORTS FISCAL 2024 THIRD QUARTER RESULTS SPHERE ENTERTAINMENT CO. REPORTS FISCAL 2024 THIRD QUARTER RESULTS NEW YORK, N.Y., May 10, 2024 - Sphere Entertainment Co. (NYSE: SPHR) (“Sphere Entertainment” or the “Company”) today reported financial results for the fiscal third quarter ended March 31, 2024. Recent Sphere highlights include: •The conclusion of U2’s sold-out 40-show run in March and Phish’s sold-out 4-night run in April; •Dead & |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39245 SPHERE EN |
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| May 10, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 10, 2024 SPHERE ENTERTAINMENT CO. |
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| March 1, 2024 |
Exhibit B.3: Joint Filing Agreement, dated March 1, 2024 Exhibit B.3 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them. Date: March 1, 2024 * Charles F. Dolan /s/ James L. Dolan James L. Dolan /s/ Thomas C. Dolan Thomas C. Dolan * Kathleen M. Dolan * Marianne Do |
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| March 1, 2024 |
SPHR / Sphere Entertainment Co. / DOLAN CHARLES F - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 1, 2024 |
Exhibit A: Amended and Restated Trust and Beneficiary List Exhibit A AMENDED AND RESTATED TRUST BENEFICIARY LIST Kathleen M. Dolan is a co-Trustee of each of the Charles F. Dolan Children Trust FBO James L. Dolan (with Paul J. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Thomas C. Dolan (with Matthew J. Dolan as co-Trustee), the Charles F. Dolan Children Trust FBO Kathleen M. Dolan (with Paul J. Dolan as co-Trustee), the Charles F. Dolan |
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| February 14, 2024 |
SPHR / Sphere Entertainment Co. / Jericho Capital Asset Management L.P. Passive Investment SC 13G 1 jericho-sphr123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sphere Entertainment Co. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 55826T102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| February 13, 2024 |
SPHR / Sphere Entertainment Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01965-sphereentertainmentc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Sphere Entertainment Co. Class A Title of Class of Securities: Common Stock CUSIP Number: 55826T102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropria |
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| February 9, 2024 |
SPHR / Sphere Entertainment Co. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sphere Entertainment Co (Name of Issuer) Common Stock (Title of Class of Securities) 55826T102 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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): February 5, 2024 SPHERE ENTERTAINMENT CO. |
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| February 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39245 SPHERE |
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| February 5, 2024 |
SPHERE ENTERTAINMENT CO. REPORTS FISCAL 2024 SECOND QUARTER RESULTS SPHERE ENTERTAINMENT CO. REPORTS FISCAL 2024 SECOND QUARTER RESULTS NEW YORK, N.Y., February 5, 2024 - Sphere Entertainment Co. (NYSE: SPHR) (“Sphere Entertainment” or the “Company”) today reported financial results for the fiscal second quarter ended December 31, 2023. Since opening on September 29, 2023, Sphere in Las Vegas has attracted worldwide attention and robust demand from guests, artists |
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| February 5, 2024 |
Exhibit 10.3 December 18, 2023 Ms. Laura Franco c/o Sphere Entertainment Co. Two Pennsylvania Plaza New York, NY 10121 Dear Laura: This letter agreement (the “Agreement”), effective as of the date hereof (the “Effective Date”), will confirm the terms of your employment with the Company which shall commence on February 20, 2024 or such later date as the parties may agree (the “Commencement Date”). |
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| February 5, 2024 |
Exhibit 10.5 FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”) dated as of January 25, 2024, between MSG LAS VEGAS, LLC, a Delaware limited liability company (the “Grantor”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMorgan”), as Administrative Agent (in such capacity, the “Administrative Agent”). RECITALS A.The Borrower is |
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| February 5, 2024 |
Exhibit 10.4 January 5, 2024 Ms. Jennifer Koester c/o Sphere Entertainment Co. Two Pennsylvania Plaza New York, NY 10121 Dear Jen: This letter agreement (the “Agreement”), effective as of February 5, 2024 (the “Effective Date”), will confirm the terms of your employment with Sphere Entertainment Co. (the “Company”), which shall commence on or within 30 days following the Effective Date or such lat |
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| December 11, 2023 |
Submission of Matters to a Vote of Security Holders 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): December 8, 2023 SPHERE ENTERTAINMENT CO. |
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| December 8, 2023 |
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): December 8, 2023 SPHERE ENTERTAINMENT CO. |
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| December 8, 2023 |
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): December 5, 2023 SPHERE ENTERTAINMENT CO. |
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| December 8, 2023 |
Exhibit 10.1 December 8, 2023 Mr. David F. Byrnes c/o Sphere Entertainment Co. Two Pennsylvania Plaza New York, NY 10121 Dear David: This letter agreement (the “Agreement”), effective as of December 8, 2023 (the “Effective Date”), will confirm the terms of your employment with Sphere Entertainment Co. (the “Company”) following the Effective Date. 1. Your title will be Executive Vice President, Chi |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration No. |
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| December 8, 2023 |
Exhibit 107 CALCULATION OF FILING FEE Form S-8 (Form type) Sphere Entertainment Co. |
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| December 8, 2023 |
Exhibit 4.1 Execution Version SPHERE ENTERTAINMENT CO. as Issuer AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of December 8, 2023 3.50% Convertible Senior Notes due 2028 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 5 Section 1.02. References to Interest 19 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Sectio |
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| December 8, 2023 |
Exhibit 10.1 [Bank Name] [Bank Address] Date: [ ], 2023 To: Sphere Entertainment Co. Two Penn Plaza New York, NY 10121 Attention: [Title of contact] Telephone No.: [ ] Facsimile No.: [ ] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) a |
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| December 6, 2023 |
Sphere Entertainment Co. Announces Pricing of $225 Million Offering of Convertible Senior Notes Exhibit 99.1 Sphere Entertainment Co. Announces Pricing of $225 Million Offering of Convertible Senior Notes NEW YORK, December 6, 2023 – Sphere Entertainment Co. (NYSE: SPHR) (the “Company” or “Sphere Entertainment”) today announced the pricing of $225 million aggregate principal amount of 3.50% convertible senior notes due 2028 in a private offering to persons reasonably believed to be qualified |
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| December 6, 2023 |
Financial Statements and Exhibits, Other Events 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): December 6, 2023 SPHERE ENTERTAINMENT CO. |
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| December 5, 2023 |
Sphere Entertainment Co. Announces Private Offering of $225 Million of Convertible Senior Notes Exhibit 99.1 Sphere Entertainment Co. Announces Private Offering of $225 Million of Convertible Senior Notes NEW YORK, December 5, 2023 – Sphere Entertainment Co. (NYSE: SPHR) (the “Company” or “Sphere Entertainment”) today announced that it intends to offer, subject to market conditions and other factors, $225 million in aggregate principal amount of convertible senior notes due 2028 in a private |
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| December 5, 2023 |
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): December 5, 2023 SPHERE ENTERTAINMENT CO. |
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| November 21, 2023 |
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. |
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| November 8, 2023 |
SPHERE ENTERTAINMENT CO. REPORTS FISCAL 2024 FIRST QUARTER RESULTS Sphere in Las Vegas Successfully Opened on September 29th with Start of U2’s 36-Show Run Exosphere Launched First-Ever Brand Campaign in September, Followed by Several Additional High-Profile Campaigns The Sphere Experience Featuring Darren Aronofsky’s Postcard from Earth Debuted on October 6th to Critical Acclaim NEW YORK, N.Y., N |
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| November 8, 2023 |
, dated as of November 3, 2023, between Sphere Entertainment Co. Exhibit 10.2 November 3, 2023 Gautam Ranji c/o Sphere Entertainment Co. Two Pennsylvania Plaza New York, NY 10121 Dear Gautam: As you know, your employment with Sphere Entertainment Co. (“Sphere”) ceased on November 3, 2023, as a result of your resignation (the “Separation Date”). Although we are not obligated to pay you any severance in connection with the termination of your employment, because |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39245 SPHER |
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| November 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 8, 2023 SPHERE ENTERTAINMENT CO. |
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| November 8, 2023 |
Exhibit 10.1 FORM OF PERFORMANCE STOCK OPTION AGREEMENT Dear [Participant Name]: Pursuant to the 2020 Employee Stock Plan, as amended (the “Plan”) of Sphere Entertainment Co. (the “Company”), on [Date] (the “Effective Date”), you have been awarded nonqualified performance options (the “Options”) to purchase [#shares] shares of the Company’s Class A Common Stock, par value $.01 per share (“Class A |
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| November 3, 2023 |
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): October 30, 2023 SPHERE ENTERTAINMENT CO. |
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| October 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ |
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| October 25, 2023 |
DEFA14A 1 d504395ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| August 22, 2023 |
Subsidiaries of the Registrant. Exhibit 21.1 Sphere Entertainment Co. Subsidiaries ENTITY NAME STATE/COUNTRY FORMED Madison Square Garden Investments, LLC DE MSG Immersive Ventures, LLC DE MSG Las Vegas, LLC DE MSG LV Construction, LLC DE MSG Networks Inc. DE MSG Sphere Studios, LLC DE MSG TG, LLC DE MSG Ventures Holdings, LLC DE MSG Ventures, LLC DE MSGN Eden, LLC DE MSGN Enterprises, LLC DE MSGN Holdings, L.P. DE MSGN Interact |
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| August 22, 2023 |
Exhibit 10.31 Sphere Entertainment Co. (Formerly Madison Square Garden Entertainment Corp.) Policy Concerning Certain Matters Relating to Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.), Madison Square Garden Sports Corp. and AMC Networks Inc., Including Responsibilities of Overlapping Directors and Officers A. Certain Acknowledgements; Definitions. Sphere Entertainment Co. |
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| August 22, 2023 |
EX-99.1 Exhibit 99.1 SPHERE ENTERTAINMENT CO. REPORTS FISCAL 2023 FOURTH QUARTER AND FULL YEAR RESULTS Sphere in Las Vegas Set to Open on September 29th with First of 25 Shows by U2 Exosphere Completely Illuminated for the First Time in July The Sphere Experience Featuring Postcard from Earth Set to Debut on October 6th MSG Networks Launches Direct to Consumer Offering, MSG+, Ahead of 2023-24 NBA |
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| August 22, 2023 |
Exhibit 10.28 June 15, 2023 Mr. David Granville-Smith Sphere Entertainment Co. Two Pennsylvania Plaza New York, NY 10121 Dear David: This letter agreement (the “Agreement”), effective as of June 15, 2023 (the “Effective Date”), will confirm the terms of your employment with Sphere Entertainment Co. (the “Company”) following the Effective Date. 1. Your title will be Executive Vice President and you |
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| August 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39245 SPHERE ENTERTAINME |
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| August 22, 2023 |
Exhibit 4.5 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Sphere Entertainment Co. (the “Company,” “we,” “us,” and “our”) is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our amended and restated certificate of incorp |
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| August 22, 2023 |
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): August 22, 2023 SPHERE ENTERTAINMENT CO. |
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| August 22, 2023 |
LIBOR TRANSITION AMENDMENT SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT to the Existing Credit Agreement (referred to below), dated as of May 30, 2023 (this “Amendment”), is made by and among MSGN HOLDINGS, L. |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 9, 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 |
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| June 9, 2023 |
EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE MADISON SQUARE GARDEN ENTERTAINMENT CORP. STOCKHOLDERS LITIGATION CONSOLIDATED C.A. No. 2021-0468-LWW NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER DERIVATIVE ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR The Court of Chancery of the State of Delaware authorized this Notice. This is not a solicitation from a |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39245 SPHERE EN |
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| May 10, 2023 |
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): May 10, 2023 SPHERE ENTERTAINMENT CO. |
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| May 10, 2023 |
Exhibit 10.5 TRANSACTION AGREEMENT Transaction Agreement (this “Agreement”), dated as of April 18, 2023, by and among (i) MSG Arena, LLC, a Delaware limited liability company (“Arenaco”), MSG Arena Holdings, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), MSG National Properties, LLC, a Delaware limited liability company (“National Prope |
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| May 10, 2023 |
EX-99.1 Exhibit 99.1 SPHERE ENTERTAINMENT CO. REPORTS FISCAL 2023 THIRD QUARTER RESULTS Spin-off of Traditional Live Entertainment Business Completed in April Sale of Majority Interest in Tao Group Hospitality Completed Earlier this Month Sphere in Las Vegas on Track to Open in September 2023 NEW YORK, N.Y., May 10, 2023 - Sphere Entertainment Co. (NYSE: SPHR) (“Sphere Entertainment” or the “Compa |
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| May 8, 2023 |
SPHERE ENTERTAINMENT CO. COMPLETES SALE OF ITS MAJORITY INTEREST IN TAO GROUP HOSPITALITY EX-99.1 Exhibit 99.1 SPHERE ENTERTAINMENT CO. COMPLETES SALE OF ITS MAJORITY INTEREST IN TAO GROUP HOSPITALITY NEW YORK, NY – May 3, 2023 – Sphere Entertainment Co. (NYSE: SPHR) (the “Company” or “Sphere Entertainment”) today announced it has completed the sale of its 66.9% majority interest in Tao Group Hospitality to Mohari Hospitality, a global investment company focused on the luxury lifestyle |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 3, 2023 SPHERE ENTERTAINMENT CO. (Exact name of registrant as specified in its charter) Delaware 001-39245 84-3755666 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 8, 2023 |
EX-99.2 Exhibit 99.2 SPHERE ENTERTAINMENT CO. (FORMERLY MADISON SQUARE GARDEN ENTERTAINMENT CORP.) UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (Dollars in thousands) The following unaudited pro forma consolidated financial information is presented to illustrate the pro forma effects of (i) the sale of the Tao Group Hospitality business by Sphere Entertainment Co., formerly Mad |
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| April 24, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Townsquare Media, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 892231-10-1 (CUSIP Number) Gautam Ranji Executive Vice President, Chief Financial Officer and Treasurer Sphere Entertainment C |
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| April 24, 2023 |
EX-3.2 Exhibit 3.2 AMENDED BY-LAWS OF SPHERE ENTERTAINMENT CO. (A DELAWARE CORPORATION) AMENDED APRIL 20, 2023 TABLE OF CONTENTS Page Article I Stockholders 1 1. Certificates; Uncertificated Shares 1 2. Fractional Share Interests 2 3. Stock Transfers 2 4. Record Date for Stockholders 2 5. Meaning of Certain Terms 2 6. Stockholder Meetings 3 Article II Directors 7 1. Functions and Definitions 7 2. |
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| April 24, 2023 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION DELAYED DRAW TERM LOAN CREDIT AGREEMENT Dated as of April 20, 2023, among MADISON SQUARE GARDEN ENTERTAINMENT CORP. (to be renamed Sphere Entertainment Co.) as Borrower, and MSG ENTERTAINMENT HOLDINGS, LLC, as Lender TABLE OF CONTENTS Page Article I DEFINITIONS AND ACCOUNTING TERMS 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 20 1.03 Accounting Ter |
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| April 24, 2023 |
EX-10.4 Exhibit 10.4 April 20, 2023 Mr. Gregory Brunner c/o Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co.) Two Pennsylvania Plaza New York, NY 10121 Dear Gregory: This Agreement (the “Agreement”), effective as of June 5, 2023 (the “Effective Date”), will confirm the terms of your employment by Madison Square Garden Entertainment Corp. (to be renamed Sphere Enter |
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| April 24, 2023 |
EX-10.6 Exhibit 10.6 FORM OF RESTRICTED STOCK UNITS AGREEMENT Dear [Participant Name]: Pursuant to the 2020 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of Sphere Entertainment Co. (formerly known as Madison Square Garden Entertainment Corp.) (the “Company”), effective as of |
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| April 24, 2023 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MADISON SQUARE GARDEN ENTERTAINMENT CORP. Pursuant to Section 242 of The General Corporation Law of the State of Delaware Madison Square Garden Entertainment Corp., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Corporation”), hereby certifies a |
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| April 24, 2023 |
EX-10.11 Exhibit 10.11 SPHERE ENTERTAINMENT CO. (formerly known as Madison Square Garden Entertainment Corp.) Executive Deferred Compensation Plan The Company has established the Sphere Entertainment Co. Executive Deferred Compensation Plan for the purpose of permitting a select group of highly-compensated employees to defer the employee’s annual base salary and bonus into the Plan with returns on |
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| April 24, 2023 |
EX-10.8 Exhibit 10.8 FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT Dear [Participant Name]: Pursuant to the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Madison Square Garden Entertainment Corp. (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the “Committee”) of Sphere Entertainment |
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| April 24, 2023 |
EX-99.1 Exhibit 99.1 SPHERE ENTERTAINMENT CO. (FORMERLY MADISON SQUARE GARDEN ENTERTAINMENT CORP.) UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (Dollars in thousands) On April 20, 2023, Sphere Entertainment Co., formerly Madison Square Garden Entertainment Corp. (the “Registrant”), distributed approximately 67% of the outstanding common stock of Madison Square Garden Entertainm |
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| April 24, 2023 |
EX-10.2 Exhibit 10.2 December 27, 2021 (amended as of closing of 2023 Spin-Off) Mr. James L. Dolan Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co.) Two Pennsylvania Plaza New York, NY 10121 Dear Jim: This letter agreement (the “Agreement”), effective as of August 1, 2021 (the “Effective Date”), and amended as of the “Spin-Off” (as defined below) will confirm the t |
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| April 24, 2023 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.01 per share, of Townsquare Media, Inc. is being filed on behalf of each of the undersigned in accordance with Rule |
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| April 24, 2023 |
EX-10.7 Exhibit 10.7 FORM OF OPTION AGREEMENT Dear [Participant Name]: Pursuant to the 2020 Employee Stock Plan (the “Plan”) of Sphere Entertainment Co. (formerly known as Madison Square Garden Entertainment Corp.) (the “Company”), on [Date] (the “Effective Date”) you have been awarded nonqualified options (the “Options”) to purchase [#shares] shares of the Company’s Class A Common Stock, par valu |
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| April 24, 2023 |
EX-10.10 Exhibit 10.10 FORM OF PERFORMANCE OPTION AGREEMENT Dear [Participant Name]: Pursuant to the 2020 Employee Stock Plan (the “Plan”) of Sphere Entertainment Co. (formerly known as Madison Square Garden Entertainment Corp.) (the “Company”), on [Date] (the “Effective Date”) you have been awarded nonqualified options (the “Options”) to purchase [#shares] shares of the Company’s Class A Common S |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 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 Fil |
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| April 24, 2023 |
EX-10.3 Exhibit 10.3 April 20, 2023 Mr. Gautam Ranji c/o Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear Gautam: This letter agreement (the “Agreement”), effective as of the “Distribution” (the “Effective Date”), will confirm the terms of your employment with Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp., the “Company”) follow |
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| April 24, 2023 |
EX-10.5 Exhibit 10.5 FORM OF RESTRICTED STOCK UNITS AGREEMENT Dear [Participant Name]: Pursuant to the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Madison Square Garden Entertainment Corp. (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of Sphere Entertainment Co. (former |
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| April 24, 2023 |
EX-10.9 Exhibit 10.9 FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT Dear [Participant Name]: Pursuant to the 2020 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the “Committee”) of Sphere Entertainment Co. (formerly known as Madison Square Garden Entertainment Corp.) (the “Company”), eff |
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| April 17, 2023 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION TRANSACTION AGREEMENT by and among TAO GROUP SUB-HOLDINGS LLC, THE BUYER, DEBT MERGER SUB, DB HOLDINGS, THE SELLERS, THE SELLERS’ REPRESENTATIVE, and THE TAO PARENT, solely for the purposes of Sections 7.6 and 10.4 April 17, 2023 TABLE OF CONTENTS Page ARTICLE I THE TRANSACTIONS 2 1.1 The Transactions 2 1.2 The Debt Merger; Effects of the Debt Merger 4 1.3 De |
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| April 17, 2023 |
MADISON SQUARE GARDEN ENTERTAINMENT CORP. AGREES TO SELL MAJORITY INTEREST IN TAO GROUP HOSPITALITY EX-99.1 Exhibit 99.1 MADISON SQUARE GARDEN ENTERTAINMENT CORP. AGREES TO SELL MAJORITY INTEREST IN TAO GROUP HOSPITALITY NEW YORK, NY – April 17, 2023 – Madison Square Garden Entertainment Corp. (NYSE: MSGE) (“MSG Entertainment” or “Company”) today announced that it has agreed to sell its 66.9% majority interest in Tao Group Hospitality to Mohari Hospitality, a global investment company focused on |
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| April 17, 2023 |
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): April 17, 2023 MADISON SQUARE GARDEN ENTERTAINMENT CORP. |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 6, 2023 MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39245 84-3755666 (State or other jurisdiction of incorporation) |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 29, 2023 MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39245 84-3755666 (State or other jurisdiction of incorporation |
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| March 30, 2023 |
Form of NBA Transaction Agreement. EX-10.5 Exhibit 10.5 TRANSACTION AGREEMENT Transaction Agreement (this “Agreement”), dated as of [], 2023, by and among (i) MSG Arena, LLC, a Delaware limited liability company (“Arenaco”), MSG Arena Holdings, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), MSG National Properties, LLC, a Delaware limited liability company (“National Pro |
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| March 30, 2023 |
EX-10.3 6 d459556dex103.htm EX-10.3 Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) AND MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) Dated as of March 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 General Interpretive Principles 8 AR |
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| March 30, 2023 |
EX-2.2 Exhibit 2.2 CONTRIBUTION AGREEMENT BY AND AMONG MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.), MSG ENTERTAINMENT GROUP, LLC (TO BE RENAMED SPHERE ENTERTAINMENT GROUP, LLC) AND MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) Dated as of March 29, 2023 CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 29, 2023, by and |
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| March 30, 2023 |
EX-10.2 Exhibit 10.2 TAX DISAFFILIATION AGREEMENT BETWEEN MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) AND MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) dated as of March 29, 2023 TABLE OF CONTENTS SECTION 1. Definition of Terms 2 SECTION 2. Allocation of Taxes and Tax-Related Losses 10 2.1 Allocation of Taxes 10 2.2 Special Alloc |
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| March 30, 2023 |
EX-99.1 Exhibit 99.1 MADISON SQUARE GARDEN ENTERTAINMENT CORP. BOARD APPROVES SPIN-OFF OF TRADITIONAL LIVE ENTERTAINMENT BUSINESS Spin-Off Transaction Expected to be Completed April 20th NEW YORK, NY – March 30, 2023 – Madison Square Garden Entertainment Corp. (NYSE: MSGE) (“Company”) today announced that its board of directors has approved the spin-off of its traditional live entertainment busine |
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| March 30, 2023 |
EX-2.1 Exhibit 2.1 DISTRIBUTION AGREEMENT BY AND BETWEEN MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) AND MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) Dated as of March 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 General 1 Section 1.2 Reference; Interpretation 10 ARTICLE II DISTRIBUTION AND CERTAIN COVENANTS |
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| March 30, 2023 |
EX-10.4 Exhibit 10.4 SHAREHOLDER’S AND REGISTRATION RIGHTS AGREEMENT BY AND AMONG MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) SHAREHOLDER’S AND REGISTRATION RIGHTS AGREEMENT Shareholder’s and Registration Rights Agreement (this “Agreement”) dated as of March 29, 2023 (but effectiv |
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| March 30, 2023 |
EX-10.1 4 d459556dex101.htm EX-10.1 Exhibit 10.1 TRANSITION SERVICES AGREEMENT BY AND BETWEEN MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) dated as of March 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1. General 1 Section 1.2. Reference; Interpretation 3 ARTICLE |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 14, 2023 MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39245 84-3755666 (State or other jurisdiction of incorporation |
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| February 16, 2023 |
EX-99.2 Exhibit 99.2 FEBRUARY 2023 SAFE HARBOUR MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. in connection with the Distribution as defined in the Form 10) (the Company ) has filed with the Securities and Exchange Commission a registration statement on Form 10. The Form 10 contains extensive disclosure about the Company and its business, including selected historical |
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| February 16, 2023 |
MADISON SQUARE GARDEN ENTERTAINMENT CORP. PROVIDES UPDATE ON PROPOSED SPIN-OFF TRANSACTION EX-99.1 Exhibit 99.1 MADISON SQUARE GARDEN ENTERTAINMENT CORP. PROVIDES UPDATE ON PROPOSED SPIN-OFF TRANSACTION NEW YORK, NY – February 16, 2023 – Madison Square Garden Entertainment Corp. (NYSE: MSGE) today announced that it is continuing to make progress on the proposed tax-free spin-off of its traditional live entertainment businesses. The Company (to be renamed MSG Sphere Corp. following the s |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): February 16, 2023 MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39245 84-3755666 (State or other jurisdiction of incorporat |
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| February 9, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Madison Square Garden Entertainment Corp. Class A Title of Class of Securities: Common Stock CUSIP Number: 55826T102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to w |
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| February 9, 2023 |
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): February 9, 2023 MADISON SQUARE GARDEN ENTERTAINMENT CORP. |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39245 MADISO |
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| February 9, 2023 |
EX-99.1 Exhibit 99.1 MADISON SQUARE GARDEN ENTERTAINMENT CORP. REPORTS FISCAL 2023 SECOND QUARTER RESULTS FY23 Second Quarter Revenues of $642.2 Million, Operating Income of $74.0 Million and AOI of $124.1 Million(1) Proposed Spin-off of Live Entertainment Business Anticipated to be Complete by the End of March 2023 MSG Sphere in Las Vegas Expected to Open in September 2023 NEW YORK, N.Y., Februar |
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| February 6, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 6, 2023 MADISON SQUARE GARDEN ENTERTAINMENT CORP. |
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| February 6, 2023 |
Madison Square Garden Entertainment Corp. Provides Update on Tao Group Hospitality Exhibit 99.1 Madison Square Garden Entertainment Corp. Provides Update on Tao Group Hospitality New York, N.Y., February 6, 2023 — Madison Square Garden Entertainment Corp. (NYSE: MSGE) (“MSG Entertainment”) today announced the Company is exploring a potential sale of its majority interest in Tao Group Hospitality. Since MSG Entertainment acquired its interest in 2017, Tao Group Hospitality has tr |
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| December 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 22, 2022 MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39245 84-3755666 (State or other jurisdiction of incorporat |
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| December 22, 2022 |
Exhibit 10.3 Execution Version GUARANTY AGREEMENT Dated as of December 22, 2022 of MSG ENTERTAINMENT GROUP, LLC TABLE OF CONTENTS Page ARTICLE I GUARANTY 1 ARTICLE II OBLIGATIONS ABSOLUTE 2 ARTICLE III WAIVER 3 ARTICLE IV OBLIGATIONS UNIMPAIRED 3 ARTICLE V SUBROGATION AND SUBORDINATION 4 ARTICLE VI REINSTATEMENT OF GUARANTY 5 ARTICLE VII RANK OF GUARANTY 5 ARTICLE VIII ADDITIONAL COVENANTS OF THE |
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| December 22, 2022 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of December 22, 2022, among MSG LAS VEGAS, LLC, as Borrower The LENDERS Party Hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Sole Lead Arranger TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowi |
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| December 22, 2022 |
Exhibit 10.2 Execution Version PLEDGE AND SECURITY AGREEMENT dated as of December 22, 2022, between MSG LAS VEGAS, LLC and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent ARTICLE I DEFINITIONS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Defined Terms 1 ARTICLE II RESERVED 5 ARTICLE III PLEDGE OF SECURITIES 5 SECTION 3.01. Pledge 5 SECTION 3.02. Delivery of the Pledged Se |
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| December 22, 2022 |
EX-10.4 5 d389524dex104.htm EX-10.4 Exhibit 10.4 Execution Version PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of December 22, 2022 (this “Pledge Agreement”), made by MSG ENTERTAINMENT GROUP, LLC, a Delaware limited liability company (the “Pledgor”), in favor of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Secured Parties (as defined in the Credit Agreement, as defined |
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| December 8, 2022 |
CORRESP 1 filename1.htm VIA EDGAR CORRESPONDENCE December 8, 2022 Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-9303 Attention: Suying Li Lyn Shenk Re: Madison Square Garden Entertainment Corp. Form 10-K for Fiscal Year Ended June 30, 2022 Filed August 19, 2022 File No. 001-39245 Ladies and Gentlemen: This le |
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| December 7, 2022 |
Submission of Matters to a Vote of Security Holders 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): December 6, 2022 MADISON SQUARE GARDEN ENTERTAINMENT CORP. |
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| December 6, 2022 |
As filed with the Securities and Exchange Commission on December 6, 2022 As filed with the Securities and Exchange Commission on December 6, 2022 Registration No. |
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| December 6, 2022 |
Exhibit 107 CALCULATION OF FILING FEE Form S-8 (Form type) Madison Square Garden Entertainment Corp. |
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| November 9, 2022 |
MADISON SQUARE GARDEN ENTERTAINMENT CORP. REPORTS FISCAL 2023 FIRST QUARTER RESULTS Exhibit 99.1 MADISON SQUARE GARDEN ENTERTAINMENT CORP. REPORTS FISCAL 2023 FIRST QUARTER RESULTS NEW YORK, N.Y., November 9, 2022 - Madison Square Garden Entertainment Corp. (NYSE: MSGE) (?MSG Entertainment?) today reported financial results for the fiscal first quarter ended September 30, 2022. The fiscal 2023 first quarter was highlighted by a busy calendar of events at the Company?s performance |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39245 MADIS |
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| November 9, 2022 |
Exhibit 10.2 AMENDMENT NO.2 TO AIRCRAFT DRY LEASE AGREEMENT This AMENDMENT NO.2 TO THE AIRCRAFT DRY LEASE AGREEMENT (this ?Amendment?) is entered in effective as of November 4, 2022, by and between STERLING2K LLC, a New York limited liability company with an address at 340 Crossways Park Drive, Woodbury, NY 11797 (?Lessor? or ?Sterling?) and MSG ENTERTAINMENT GROUP, LLC, a Delaware limited liabili |
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| November 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 9, 2022 MADISON SQUARE GARDEN ENTERTAINMENT CORP. |
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| October 26, 2022 |
DEF 14A 1 d367147ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com |
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| August 19, 2022 |
EXHIBIT 10.50 AMENDMENT NO.1 TO AIRCRAFT SUPPORT SERVICES AGREEMENT This AMENDMENT NO. 1 TO THE AIRCRAFT SUPPORT SERVICES AGREEMENT (this ?Amendment?) is entered into effective as of May 10, 2022, by and between MSG ENTERTAINMENT GROUP, LLC (f/k/a MSG SPORTS & ENTERTAINMENT, LLC), a Delaware limited liability company with an address at 2 Pennsylvania Plaza, New York, New York 10121 (?MSG?), on the |
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| August 19, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): August 18, 2022 MADISON SQUARE GARDEN ENTERTAINMENT CORP. |
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| August 19, 2022 |
Subsidiaries of the Registrant. Madison Square Garden Entertainment Corp. Subsidiaries Exhibit 21.1 ENTITY NAME STATE/COUNTRY FORMED 11th Street Hospitality LLC NY 289 Hospitality, LLC NY 29th Street Club Brands LLC DE 29th Street F&B/Hotel Brands LLC DE 5 Chinese Brothers LLC DE 5 Chinese Sisters LLC DE 55th Street Hospitality Holdings, LLC NY 632 N. Dearborn Operations, LLC DE 6th and Island Investments, LLC CA 7th & C Investm |
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| August 19, 2022 |
Exhibit 99.1 MADISON SQUARE GARDEN ENTERTAINMENT CORP. REPORTS FOURTH QUARTER AND FISCAL 2022 RESULTS Company Exploring Potential Separation of Businesses into Two Distinct Public Companies Would Separate Live Entertainment and MSG Networks Businesses from MSG Sphere and Tao Group Hospitality NEW YORK, N.Y., August 19, 2022 - Madison Square Garden Entertainment Corp. (NYSE: MSGE) (?MSG Entertainme |
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| August 19, 2022 |
EXHIBIT 10.55 AMENDMENT NO.1 TO AIRCRAFT DRY LEASE AGREEMENT This AMENDMENT NO. 1 TO THE AIRCRAFT DRY LEASE AGREEMENT (this ?Amendment?) is entered into effective as of August 18, 2022, by and between MSG ENTERTAINMENT GROUP, LLC (f/k/a MSG SPORTS & ENTERTAINMENT, LLC), a Delaware limited liability company with an address at 2 Pennsylvania Plaza, New York, New York 10121 (?Lessee?) and BRIGHID AIR |
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| August 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39245 MADISON SQUARE GAR |
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| July 7, 2022 |
Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT dated as of June 30, 2022, among MSG NATIONAL PROPERTIES, LLC, as the Company, MSG ENTERTAINMENT GROUP, LLC and CERTAIN SUBSIDIARIES OF THE COMPANY, as Guarantors, THE LENDERS AND L/C ISSUERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Lead Arranger, Book Runner and Syndication Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIO |
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| July 7, 2022 |
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): June 30, 2022 MADISON SQUARE GARDEN ENTERTAINMENT CORP. |
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| July 7, 2022 |
Exhibit 10.2 EXECUTION VERSION SECURITY AGREEMENT Dated as of June 30, 2022, by and among MSG NATIONAL PROPERTIES, LLC, and THE OTHER GRANTORS REFERRED TO HEREIN, as Grantors, and JPMORGAN CHASE BANK, N.A., as Administrative Agent TABLE OF CONTENTS Section Page Section 1. Grant of Security 1 Section 2. [Reserved] 4 Section 3. Excluded Assets 4 Section 4. Security for Obligations 5 Section 5. Grant |
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| June 15, 2022 |
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): June 9, 2022 MADISON SQUARE GARDEN ENTERTAINMENT CORP. |
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| June 15, 2022 |
Exhibit 10.1 AMENDMENT AND RESTATEMENT AGREEMENT, dated as of June 9, 2022 (this ?Amendment?), among TAO GROUP OPERATING LLC (?Tao?), TAO GROUP INTERMEDIATE HOLDINGS LLC (?Holdings?), certain GUARANTORS party hereto (the ?Existing Guarantors?), the LENDERS party hereto (the ?Lenders?) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the ?Administrative Agent?). Reference is |
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| June 15, 2022 |
Exhibit 10.3 AMENDED AND RESTATED GUARANTEE AGREEMENT dated as of June 9, 2022 by MSG ENTERTAINMENT GROUP, LLC in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions 1 Section 1.2 Interpretation 2 ARTICLE II GUARANTEE Section 2.1 Guarantee 2 Section 2.2 Guarantee of Payment; Continuing Guarantee 2 Section 2 |
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| June 15, 2022 |
Exhibit 10.2 AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 9, 2022 among TAO GROUP OPERATING LLC, as Borrower TAO GROUP INTERMEDIATE HOLDINGS LLC, as Intermediate Holdings the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION, as Joint Bookrunners and Joint Lead Arrangers and JPMORGAN CHASE BANK, N.A., as Agent TABLE OF CONTENTS PAGE ARTICLE I Definitions |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 9, 2022 |
MADISON SQUARE GARDEN ENTERTAINMENT CORP. REPORTS FISCAL 2022 THIRD QUARTER RESULTS Exhibit 99.1 MADISON SQUARE GARDEN ENTERTAINMENT CORP. REPORTS FISCAL 2022 THIRD QUARTER RESULTS NEW YORK, N.Y., May 9, 2022 - Madison Square Garden Entertainment Corp. (NYSE: MSGE) (?MSG Entertainment?) today reported financial results for the fiscal third quarter ended March 31, 2022. While the Company completed the acquisition of MSG Networks on July 9, 2021, MSG Networks? results are included |
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| May 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 9, 2022 MADISON SQUARE GARDEN ENTERTAINMENT CORP. |
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| May 9, 2022 |
, 2022, between Madison Square Garden Entertainment Corp. and Joseph F. Yospe. Exhibit 10.2 April 29, 2022 Joseph Yospe 12 Whitman Terrace Long Branch, NJ 07740 Dear Joe: As we discussed, in consideration for your executing this Agreement (the ?Agreement?) and the General Release attached hereto as Exhibit A (the ?General Release?), and complying with their terms, Madison Square Garden Entertainment Corp. (?MSG?) has agreed to continue your employment through August 1, 2022 |
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| March 29, 2022 |
Exhibit 10.1 March 23, 2022 Ms. Courtney Zeppetella c/o Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear Courtney: This Agreement (the ?Agreement?), effective as of May 2, 2022 (the ?Effective Date?), will confirm the terms of your employment by Madison Square Garden Entertainment Corp. (the ?Company?). The term of your employment under this Agreement (the ? |
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| March 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 23, 2022 MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-39245 84-3755666 (State or other jurisdiction of incorpora |
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| March 18, 2022 |
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): March 15, 2022 MADISON SQUARE GARDEN ENTERTAINMENT CORP. |
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| February 10, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Madison Square Garden Entertainment Corp. Class A Title of Class of Securities: Common Stock CUSIP Number: 55826T102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to w |
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| February 9, 2022 |
EX-10.6 4 ex106msgentertainmentcorp1.htm EX-10.6 Exhibit 10.6 October 26, 2021 Mr. Jamal Haughton c/o Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear Jamal: This letter agreement (the “Agreement”), effective as of December 6, 2021 (the “Effective Date”), will confirm the terms of your employment with Madison Square Garden Entertainment Corp. (the “Company”) |
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| February 9, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3924 |
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| February 9, 2022 |
Exhibit 99.1 MADISON SQUARE GARDEN ENTERTAINMENT CORP. REPORTS FISCAL 2022 SECOND QUARTER RESULTS FY2022 Second Quarter Results Reflect Continued Ramp-up of Live Events at Company?s Performance Venues Tao Group Hospitality?s Results Reflect Ongoing Robust Demand in Las Vegas and New York Markets NEW YORK, N.Y., February 9, 2022?Madison Square Garden Entertainment Corp. (NYSE: MSGE) (?MSG Entertain |
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| February 9, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num |
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| February 9, 2022 |
Exhibit 10.8 TIME SHARING AGREEMENT THIS TIME SHARING AGREEMENT (this ?Agreement?) is entered into effective as of December 20, 2021, by and between Patrick F. Dolan, an individual with an address at c/o Dolan Family Office, LLC, 340 Crossways Park Drive, Woodbury, New York 11797 (?Lessor?), and MSG Entertainment Group, LLC, a Delaware limited liability company with a place of business at Two Penn |
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| February 9, 2022 |
Exhibit 10.5 December 20, 2021 Mr. David F. Byrnes c/o Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear David: This letter agreement (the ?Agreement?), effective as of the date hereof (the ?Effective Date?), will confirm the terms of your employment with the Company which shall commence on January 24, 2022 or such earlier or later date as the parties may agr |
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| February 9, 2022 |
Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT to the Credit Agreement referred to below, dated as of November 5, 2021 (this ?Amendment?), by and among MSGN Holdings, L.P., a Delaware limited partnership (the ?Company?), the Guarantors and the Lenders (each as defined in the Credit Agreement (defined below)), and JPMorgan Chase Bank, N.A., as administrative agent (in such ca |
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| February 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 9, 2022 MADISON SQUARE GARDEN ENTERTAINMENT CORP. |
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| February 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| December 30, 2021 |
EXHIBIT 10.1 December 27, 2021 Mr. James L. Dolan Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear Jim: This letter agreement (the ?Agreement?), effective as of August 1, 2021 (the ?Effective Date?) will confirm the terms of your continued employment with Madison Square Garden Entertainment Corp. (the ?Company?) following the Effective Date. 1. Your title co |
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| December 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 27, 2021 MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-39245 84-3755666 (State or other jurisdiction of incorp |
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| December 23, 2021 |
Exhibit 10.1 TIME SHARING AGREEMENT THIS TIME SHARING AGREEMENT (this ?Agreement?) is entered into effective as of December 20, 2021, by and between MSG Entertainment Group, LLC, a Delaware limited liability company with an address at Two Pennsylvania Plaza, New York, New York 10121 (?Lessor?), and Charles F. Dolan, an individual with an address at c/o Dolan Family Office, LLC, 340 Crossways Park |
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| December 23, 2021 |
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): December 20, 2021 MADISON SQUARE GARDEN ENTERTAINMENT CORP. |
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| December 23, 2021 |
Exhibit 10.3 TIME SHARING AGREEMENT THIS TIME SHARING AGREEMENT is entered into effective as of December 20, 2021, by and between MSG ENTERTAINMENT GROUP, LLC, a Delaware limited liability company with a place of business at 2 Penn Plaza, New York, New York 10121 (?Lessor?), and ANDREW LUSTGARTEN, with a mailing address c/o of Madison Square Garden Entertainment Corp., 2 Penn Plaza, New York, NY 1 |
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| December 23, 2021 |
Exhibit 10.2 AMENDMENT NO.1 TO AIRCRAFT DRY LEASE AGREEMENT This AMENDMENT NO. 1 TO THE AIRCRAFT DRY LEASE AGREEMENT (this ?Amendment?) is entered in effective as of December 20, 2021, by and between STERLING2K LLC, a New York limited liability company with an address at 340 Crossways Park Drive, Woodbury, NY 11797 (?Lessor? or ?Sterling?) and MSG ENTERTAINMENT GROUP, LLC, a Delaware limited liabi |
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| December 21, 2021 |
Exhibit 10.1 December 16, 2021 Mr. Andrew Lustgarten Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear Andy: This letter agreement (the ?Agreement?), effective as of January 1, 2022 (the ?Effective Date?), will confirm the terms of your continued employment with the Company following the Effective Date. 1. Your title will be President and you will report to t |
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| December 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 16, 2021 MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-39245 84-3755666 (State or other jurisdiction of incorp |
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| December 10, 2021 |
Submission of Matters to a Vote of Security Holders 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): December 10, 2021 MADISON SQUARE GARDEN ENTERTAINMENT CORP. |
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| November 19, 2021 |
Exhibit 10.2 November 17, 2021 Mr. Philip D?Ambrosio c/o Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear Phil: This Agreement (the ?Agreement?), effective as of January 1, 2022 (the ?Effective Date?), will confirm the terms of your employment by Madison Square Garden Entertainment Corp. (the ?Company?). The term of your employment under this Agreement (the |
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| November 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 16, 2021 MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-39245 84-3755666 (State or other jurisdiction of incorp |
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| November 19, 2021 |
Madison Square Garden Entertainment Corp. Executive Deferred Compensation Plan. Exhibit 10.1 MADISON SQUARE GARDEN ENTERTAINMENT CORP. Executive Deferred Compensation Plan The Company has established the Madison Square Garden Entertainment Corp. Executive Deferred Compensation Plan for the purpose of permitting a select group of highly-compensated employees to defer the employee?s annual base salary and bonus into the Plan with returns on such deferrals tracking the performan |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 9, 2021 |
Exhibit 10.5 Madison Square Garden Entertainment Corp. Policy Concerning Certain Matters Relating to Madison Square Garden Sports Corp. and AMC Networks Inc., Including Responsibilities of Overlapping Directors and Officers A. Certain Acknowledgements; Definitions. Madison Square Garden Entertainment Corp. (the ?Corporation?) recognizes that (a) certain directors and officers of the Corporation an |
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| November 9, 2021 |
Exhibit 10.3 FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT Dear [Participant Name]: Pursuant to the MSG Networks Inc.2010 Employee Stock Plan, as amended and assumed by Madison Square Garden Entertainment Corp. (the ?Plan?), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the ?Committee?) of Madison Square Garden Enterta |
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| November 9, 2021 |
Exhibit 99.1 MADISON SQUARE GARDEN ENTERTAINMENT CORP. REPORTS FISCAL 2022 FIRST QUARTER RESULTS Mid-September Marked Start of Ramp Up of Live Events at the Company?s Performance Venues Christmas Spectacular Production Returned Last Week for 2021 Holiday Season Run Tao Group Hospitality Achieves Second Consecutive Quarter of Profitability NEW YORK, N.Y., November 9, 2021?Madison Square Garden Ente |
