Madison Square Garden Entertainment Corp. Information
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THE MADISON SQUARE GARDEN COMPANY TWO PENNSYLVANIA PLAZA NEW YORK, NY 10121 April 6, 2020 Dear Stockholder: I am pleased to report that the previously announced spin-off by The Madison Square Garden Company, which we refer to as “MSG,” of all of the outstanding shares of common stock of its MSG Entertainment Spinco, Inc. subsidiary is expected to become effective on April 17, 2020. MSG Entertainment Spinco, Inc., a Delaware corporation, which we refer to as “Spinco,” will become a public company on that date and will own the entertainment business currently owned and operated by MSG through its MSG Entertainment business segment and the sports bookings business currently owned and operated by MSG through its MSG Sports business segment, as described in this information statement. On or prior to the Distribution, The Madison Square Garden Company will change its name to “Madison Square Garden Sports Corp.” and Spinco will change its name to “Madison Square Garden Entertainment Corp.” Spinco’s Class A Common Stock will be listed on the New York Stock Exchange, which we refer to as “NYSE,” under the symbol “MSGE” and The Madison Square Garden Company (renamed “Madison Square Garden Sports Corp.”) will change its symbol on NYSE to “MSGS” in connection with the spin-off. Holders of record of MSG’s Class A Common Stock as of the close of business, New York City time, on April 13, 2020, which will be the record date, will receive one share of Spinco Class A Common Stock for every one share of MSG’s Class A Common Stock held. Holders of record of MSG’s Class B Common Stock as of the close of business on the record date will receive one share of Spinco Class B Common Stock for every one share of MSG Class B Common Stock held. No action is required on your part to receive your Spinco shares. You will not be required either to pay anything for the new shares or to surrender any shares of MSG stock. No fractional shares of Spinco stock will be issued. If you otherwise would be entitled to a fractional share you will receive a check for the cash value thereof, which generally will be taxable to you. In due course you will be provided with information to enable you to compute your tax bases in both MSG and Spinco stock. MSG expects to obtain an opinion from Sullivan & Cromwell LLP substantially to the effect that, among other things, the distribution by MSG of our Class A Common Stock and Class B Common Stock to the holders of MSG Class A Common Stock and MSG Class B Common Stock, respectively (i.e., the distribution), will qualify as a tax-free distribution for U.S. federal income tax purposes. The enclosed information statement describes the distribution of shares of Spinco stock and contains important information about Spinco, including financial statements. I suggest that you read it carefully. If you have any questions regarding the Distribution, please contact MSG’s transfer and distribution agent, EQ Shareowner Services, at 1-800-468-9716 (U.S. toll free) or 651-450-4064 (International). Sincerely, James L. Dolan Executive Chairman and Chief Executive Officer INFORMATION STATEMENT MSG Entertainment Spinco, Inc. Distribution of Class A Common Stock Par Value, $0.01 Per Share Class B Common Stock Par Value, $0.01 Per Share This information statement is being furnished in connection with the distribution by The Madison Square Garden Company (“MSG”) to holders of its common stock of all of the outstanding shares of MSG Entertainment Spinco, Inc. (collectively, “we,” “us,” “our,” “Spinco,” or the “Company”) common stock. Prior to such distribution, we will enter into a series of transactions with MSG pursuant to which we will own the entertainment business that was owned and operated by MSG through its MSG Entertainment business segment, as well as the sports bookings business that was owned and operated by MSG through its MSG Sports business segment, as described in this information statement. Shares of our Class A Common Stock will be distributed to holders of MSG Class A Common Stock of record as of the close of business, New York City time, on April 13, 2020, which will be the record date. Each such holder will receive one share of our Class A Common Stock for every one share of MSG’s Class A Common Stock held on the record date. Shares of our Class B Common Stock will be distributed to holders of MSG’s Class B Common Stock as of the close of business on the record date. Each holder of MSG’s Class B Common Stock will receive one share of our Class B Common Stock for every one share of MSG’s Class B Common Stock held on the record date. We refer to this distribution of securities as the “Distribution.” The Distribution will be effective at 11:59 p.m., New York City time, on April 17, 2020. For MSG stockholders who own common stock in registered form, in most cases the transfer and distribution agent will credit their shares of Spinco common stock to book entry accounts established to hold their MSG common stock. Our transfer and distribution agent will send these stockholders a statement reflecting their Spinco common stock ownership shortly after April 17, 2020. For stockholders who own MSG common stock through a broker or other nominee, their shares of Spinco common stock will be credited to their accounts by the broker or other nominee. Stockholders will receive a cash payment in lieu of fractional shares, which generally will be taxable. See “The Distribution — Material U.S. Federal Income Tax Consequences of the Distribution.” No stockholder approval of the Distribution is required or sought. We are not asking you for a proxy and you are requested not to send us a proxy. MSG stockholders will not be required to pay for the shares of our common stock to be received by them in the Distribution, or to surrender or to exchange shares of MSG common stock in order to receive our common stock, or to take any other action in connection with the Distribution. There is currently no trading market for our common stock. On or prior to the Distribution, The Madison Square Garden Company will change its name to “Madison Square Garden Sports Corp.” and MSG Entertainment Spinco, Inc. will change its name to “Madison Square Garden Entertainment Corp.” Our Class A Common Stock has been approved for listing on the New York Stock Exchange (“NYSE”). Our Class A Common Stock will trade under the symbol “MSGE” and The Madison Square Garden Company (renamed “Madison Square Garden Sports Corp.”) will change its symbol on NYSE to “MSGS” in connection with the Distribution. We will not list our Class B Common Stock on any securities exchange. IN REVIEWING THIS INFORMATION STATEMENT, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DESCRIBED UNDER THE CAPTION “RISK FACTORS” BEGINNING ON PAGE 28. WE ARE AN EMERGING GROWTH COMPANY AS DEFINED IN THE JUMPSTART OUR BUSINESS STARTUPS ACT OF 2012. REFER TO “RISK FACTORS — THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO US AS AN ‘EMERGING GROWTH COMPANY’ MAY MAKE OUR CLASS A COMMON STOCK LESS ATTRACTIVE TO INVESTORS” AND “BUSINESS — EMERGING GROWTH COMPANY STATUS.” NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS INFORMATION STATEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. Stockholders of MSG with inquiries related to the Distribution should contact MSG’s transfer and distribution agent, EQ Shareowner Services, at 1-800-468-9716 (U.S. toll free) or 651-450-4064 (International). The date of this information statement is April 6, 2020. [THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS SUMMARY ........................................................................... 1 Our Company ...................................................................... 1 Coronavirus Impacts ................................................................. 1 Pending Sale of the Forum ............................................................ 2 Our Strengths ....................................................................... 3 Our Strategy ....................................................................... 3 Key Challenges ..................................................................... 6 Company Information ................................................................ 7 THE DISTRIBUTION ................................................................... 8 SELECTED HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATA ...... 12 QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION .................................. 15 THE DISTRIBUTION ................................................................... 21 General ........................................................................... 21 Manner of Effecting the Distribution .................................................... 21 Reasons for the Distribution ........................................................... 22 Results of the Distribution ............................................................ 22 Material U.S. Federal Income Tax Consequences of the Distribution ........................... 23 Listing and Trading of Our Common Stock ............................................... 26 Reason for Furnishing this Information Statement .......................................... 27 RISK FACTORS ........................................................................ 28 BUSINESS ...........................................................................