Filed Pursuant to Rule 424(B)(3) Registration No. 333-255859 June
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Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-255859 June 4, 2021 MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Madison Square Garden Entertainment Corp. and MSG Networks Inc.: On March 25, 2021, Madison Square Garden Entertainment Corp (“MSG Entertainment”), MSG Networks Inc. (“MSG Networks”) and Broadway Sub Inc., a direct wholly-owned subsidiary of MSG Entertainment (“Merger Sub”), entered into an Agreement and Plan of Merger (as may be amended from time to time, the “merger agreement”). Pursuant to the terms of and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into MSG Networks (the “merger”), with MSG Networks surviving the merger as a direct wholly-owned subsidiary of MSG Entertainment. MSG Entertainment and MSG Networks will each hold special meetings of their respective stockholders in connection with the proposed merger. If the merger is completed, (i) each share of Class A common stock, par value $0.01 per share, of MSG Networks (“MSGN Class A common stock”) issued and outstanding immediately prior to the effective time of the merger (the “effective time”) will be automatically converted into the right to receive a number of shares of Class A common stock, par value $0.01 per share, of MSG Entertainment (“MSGE Class A common stock”) such that each holder of record of shares of MSGN Class A common stock will have the right to receive, in the aggregate, such number of shares of MSGE Class A common stock equal to the total number of shares of MSGN Class A common stock held of record immediately prior to the effective time multiplied by 0.172, with such product rounded up to the next whole share and (ii) each share of Class B common stock, par value $0.01 per share, of MSG Networks (“MSGN Class B common stock” and, together with MSGN Class A common stock, “MSGN common stock”) issued and outstanding immediately prior to the effective time will be automatically converted into the right to receive, in the aggregate, a number of shares of Class B common stock, par value $0.01 per share, of MSG Entertainment (“MSGE Class B common stock” and, together with MSGE Class A common stock, “MSGE common stock”) such that each holder of record of shares of MSGN Class B common stock will have the right to receive, in the aggregate, a number of shares of MSGE Class B common stock equal to the total number of shares of MSGN Class B common stock held of record immediately prior to the effective time multiplied by 0.172, with such product rounded up to the next whole share, in each case except for shares held by MSG Entertainment, Merger Sub or any of the MSG Entertainment subsidiaries (the “MSGE subsidiaries”) or MSG Networks or any of the MSG Networks subsidiaries (the “MSGN subsidiaries”) as treasury stock (in each case not held on behalf of third parties). As of the date of this joint proxy statement/prospectus, neither MSG Entertainment nor any MSGE subsidiary owns any stock of MSG Networks. This exchange ratio of 0.172 is fixed and will not be adjusted to reflect stock price changes prior to the closing of the merger. Based on the closing price of MSGE Class A common stock on the New York Stock Exchange (“NYSE”) on March 10, 2021, the last full trading day before a press report speculated on a potential transaction between MSG Entertainment and MSG Networks, the exchange ratio represents approximately $19.95 in value for each share of MSGN common stock, and based on the closing price on March 25, 2021, the last full trading day before the public announcement of the signing of the merger agreement, the exchange ratio represents approximately $16.16 in value for each share of MSGN common stock. Based on the closing price of MSGE Class A common stock on the NYSE on May 26, 2021, the latest practicable date before the date of the enclosed joint proxy statement/prospectus, the exchange ratio represents approximately $15.30 in value of each share of MSGN common stock. MSG Entertainment stockholders will continue to own their existing shares of MSGE common stock. Based on the estimated number of shares of MSGN common stock outstanding on May 26, 2021, MSG Entertainment expects to issue approximately 9,812,332 shares of MSGE common stock to MSG Networks stockholders in connection with the merger, which would result in MSG Entertainment stockholders owning approximately 71.1% of MSGE common stock and former MSG Networks stockholders owning approximately 28.9% of MSGE common stock upon completion of the merger. Table of Contents MSGE Class A common stock is currently traded on the NYSE under the symbol “MSGE” and MSGN Class A common stock is currently traded on the NYSE under the symbol “MSGN.” We urge you to obtain current market quotations of MSGE Class A common stock and MSGN Class A common stock. MSGE Class B common stock and MSGN Class B common stock are not listed or traded on a national securities exchange. MSG Entertainment and MSG Networks estimate that, based on the estimated number of shares of MSGN common stock and MSGE common stock outstanding on May 17, 2021 (inclusive of options exercisable within 60 days of May 17, 2021), certain members of the Dolan family, including trusts for their benefit, that have formed a “group” for purposes of Section 13(d) of the Exchange Act (collectively, the “Dolan family group”), ownership and voting power at MSG Entertainment will increase from approximately 21.3% of the outstanding MSGE common stock and approximately 70.7% of the total voting power prior to the transaction to approximately 23.6% of the outstanding MSGE common stock and approximately 72.7% of the total voting power upon completion of the merger. After careful consideration, the special committee (“MSGE special committee”) of the MSG Entertainment board of directors (the “MSGE board”) unanimously (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of MSG Entertainment and (2) recommended that the MSGE board adopt resolutions approving, adopting and declaring advisable the merger agreement and transactions contemplated thereby and recommending that the MSG Entertainment stockholders approve the issuance of shares of MSGE common stock as consideration for MSG Networks stockholders in the merger (the “MSGE share issuance”). On March 25, 2021, at a duly convened meeting of the MSGE board, the MSGE board unanimously, in reliance on the recommendation of the MSGE special committee, (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, advisable and in the best interests of MSG Entertainment, (2) approved the merger agreement and the transactions contemplated thereby and (3) resolved to recommend that the MSG Entertainment stockholders vote in favor of the authorization of the MSGE share issuance and directed that the MSGE share issuance be submitted for approval by the MSG Entertainment stockholders. At the special meeting of MSG Entertainment stockholders (the “MSGE special meeting”), MSG Entertainment stockholders will be asked to consider and vote on (i) a proposal to authorize the MSGE share issuance (the “MSGE share issuance proposal”) and (ii) a proposal to adjourn the MSGE special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the MSGE share issuance proposal (the “MSGE adjournment proposal”). Approval of the MSGE share issuance proposal requires (i) the affirmative vote of the holders of a majority of the total votes of the shares of MSGE Class A common stock and Class B common stock, voting together as a single class, cast in person or by proxy, and (ii) in connection with the issuance of MSGE Class B common stock, the affirmative vote of the holders of not less than 66 2/3% of the outstanding shares of MSGE Class B common stock, voting separately as a class. Approval of the MSGE adjournment proposal requires the affirmative vote of the holders of a majority of the total votes of shares of MSGE Class A common stock and Class B common stock, voting together as a single class, cast in person or by proxy at the MSGE special meeting. The MSGE board, in reliance on the unanimous recommendation of the MSGE special committee, unanimously recommends that the MSG Entertainment stockholders vote “FOR” each of the MSGE share issuance proposal and the MSGE adjournment proposal. After careful consideration, the special committee (the “MSGN special committee”) of the MSG Networks board of directors (the “MSGN board”) unanimously (1) determined that the merger agreement and the merger are fair to, advisable and in the best interests of MSG Networks and its stockholders (other than MSG Entertainment, the Dolan family group and their respective affiliates), (2) approved, adopted and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and (3) recommended that the MSGN board adopt resolutions approving, adopting and declaring advisable the merger agreement and transactions contemplated thereby and recommending that the MSG Networks stockholders adopt the merger agreement. On March 25, 2021, at a duly convened meeting of the MSGN board, the MSGN board unanimously, in reliance on the recommendation of the MSGN special committee, (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of MSG Networks and its stockholders (other than MSG Entertainment and the Dolan family group and their respective affiliates), (2) approved, adopted and declared advisable the merger Table of Contents agreement and the transactions contemplated thereby, including the merger, and (3) resolved to recommend that MSG Networks stockholders adopt the merger agreement and directed that the merger agreement be submitted for approval by the MSG Networks stockholders.