The Madison Square Garden Company Files Initial Form 10 Registration Statement for Proposed Spin-Off of Entertainment Busines...
03 Dicembre 2019 - 6:35PM
The Madison Square Garden Company (NYSE: MSG) today announced that
it has filed a confidential initial Form 10 Registration Statement
with the U.S. Securities and Exchange Commission (“SEC”) for the
proposed spin-off of its entertainment business. The filing
represents a significant milestone with regard to completing the
transaction, which the Company continues to expect will take place
in the first quarter of calendar 2020, subject to certain
conditions.
As previously announced, the proposed separation
of the sports and entertainment business would be structured as a
tax-free spin-off to all MSG shareholders. Upon completion of
the transaction, record holders of MSG common stock would continue
to maintain their current economic interest in both the sports and
entertainment businesses.
The proposed spin-off would create two distinct
companies for MSG shareholders – a pure-play sports company that
would reflect the strong and steady financial performance of MSG’s
sports businesses and an entertainment company that would
capitalize on opportunities for growth, most notably through venue
expansion. The transaction would enable investors to more
clearly evaluate each company’s assets and opportunities, while
providing both companies with increased strategic flexibility to
pursue their own business plan and capital allocation policy. The
Dolan family would maintain majority voting control of both the
sports and entertainment companies through their ownership of Class
B shares.
The pure-play sports company would include:
- The New York Knicks professional NBA franchise and its
development team, the Westchester Knicks;
- The New York Rangers professional NHL franchise and its
development team, the Hartford Wolf Pack;
- Knicks Gaming, the official NBA 2K esports franchise of the New
York Knicks, and a majority interest in Counter Logic Gaming, a
leading North American esports organization; and
- The Company’s professional sports team Training Center in
Greenburgh, NY.
The entertainment company would feature iconic
venues: New York’s Madison Square Garden, Hulu Theater at Madison
Square Garden, Radio City Music Hall and Beacon Theatre; the Forum
in Inglewood, CA; and The Chicago Theatre. The Company is also
currently constructing a state-of-the-art venue, called MSG Sphere,
in Las Vegas with the goal of opening in calendar 2021 and plans to
build a second MSG Sphere in London.
In addition to this portfolio of world-class
venues, the entertainment company would also include:
- The Company’s bookings business,
which fills MSG’s venues with a wide variety of the most exciting
and unforgettable entertainment events. This business would
also include the Company’s bookings of the Knicks and Rangers, as
well as other sporting events such as college basketball and
professional boxing, the results of which are currently reported as
part of the Company’s MSG Sports segment;
- Productions, which includes the
Radio City Rockettes and the Christmas Spectacular, the nation’s
number one live family holiday show;
- Majority interests in Tao Group
Hospitality, a world-class hospitality group, and Boston Calling
Events, producer of New England’s preeminent Boston Calling Music
Festival; and
- Approximately $1 billion in cash on
hand.
Completion of the transaction would be subject
to various conditions, including league and final MSG Board
approval. J.P. Morgan Securities LLC and PJT Partners LP
continue to serve as financial advisors and Sullivan & Cromwell
LLP continues to serve as legal advisor.
About The Madison Square Garden
CompanyThe Madison Square Garden Company (MSG) is a world
leader in live sports and entertainment experiences. The
company presents or hosts a broad array of premier events in its
diverse collection of iconic venues: New York’s Madison Square
Garden, Hulu Theater at Madison Square Garden, Radio City Music
Hall and Beacon Theatre; the Forum in Inglewood, CA; and The
Chicago Theatre. Other MSG properties include legendary
sports franchises: the New York Knicks (NBA) and the New York
Rangers (NHL); two development league teams – the Westchester
Knicks (NBAGL) and the Hartford Wolf Pack (AHL); and esports teams
through Counter Logic Gaming, a leading North American esports
organization, and Knicks Gaming, MSG’s NBA 2K League franchise.
In addition, the Company features the popular original
production – the Christmas Spectacular Starring the Radio
City Rockettes – and through Boston Calling Events, produces New
England’s preeminent Boston Calling Music Festival. Also under
the MSG umbrella is Tao Group Hospitality, a world-class
hospitality group with globally-recognized entertainment, dining
and nightlife brands including Tao, Marquee, Lavo, Avenue, Beauty
& Essex and Cathédrale. More information is available
at www.themadisonsquaregardencompany.com
This press release may contain statements that
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Investors are
cautioned that any such forward-looking statements are not
guarantees of future performance or results and involve risks and
uncertainties, and that actual results, developments and events may
differ materially from those in the forward-looking statements as a
result of various factors, including financial community and rating
agency perceptions of the Company and its business, operations,
financial condition and the industry in which it operates and the
factors described in the Company’s filings with the Securities and
Exchange Commission, including the sections titled “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” contained therein. The Company disclaims
any obligation to update any forward-looking statements contained
herein.
Contacts:
Kimberly KernsEVP and Chief
Communications OfficerThe Madison Square Garden Company(212)
465-6442 / kimberly.kerns@msg.com |
Ari Danes, CFASenior Vice
President, Investor Relations & TreasuryThe Madison Square
Garden Company(212) 465-6072 / ari.danes@msg.com |
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