Item 7.01. Regulation FD Disclosure.
On March 26, 2021, Madison Square Garden Entertainment Corp., a Delaware
corporation ("MSG Entertainment"), and MSG Networks Inc., a Delaware corporation
("MSG Networks"), issued a joint press release announcing their entry into an
Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSG
Entertainment, MSG Networks and Broadway Sub Inc., a copy of which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1
attached hereto, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise
subject to the liabilities under that Section and shall not be deemed to be
incorporated by reference into any filing of MSG Entertainment under the
Securities Act of 1933, as amended, or the Exchange Act.
Additional Information and Where to Find It
This document may be deemed to be solicitation material in respect of the
proposed transaction between MSG Entertainment and MSG Networks. In connection
with the proposed transaction, MSG Entertainment and MSG Networks intend to file
with the Securities and Exchange Commission ("SEC") a registration statement on
Form S-4 that will include a joint proxy statement of MSG Entertainment and MSG
Networks that also constitutes a prospectus of MSG Entertainment. MSG
Entertainment and MSG Networks may also file other documents with the SEC
regarding the proposed transaction. This document is not a substitute for the
joint proxy statement/prospectus, Form S-4 or any other document which MSG
Entertainment or MSG Networks may file with the SEC. INVESTORS AND SECURITY
HOLDERS OF MSG ENTERTAINMENT AND MSG NETWORKS ARE URGED TO READ THE REGISTRATION
STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the Form S-4 and the
joint proxy statement/prospectus (when available) and other documents filed with
the SEC by MSG Entertainment and MSG Networks from the SEC's website at
www.sec.gov. Copies of documents filed with the SEC by MSG Entertainment will be
made available free of charge on MSG Entertainment's investor relations website
at http://investor.msgentertainment.com. Copies of documents filed with the SEC
by MSG Networks will be made available free of charge on MSG Networks' investor
relations website at http://investor.msgnetworks.com.
No Offer or Solicitation
This document is for informational purposes only and is not intended to and does
not constitute an offer to sell, or the solicitation of an offer to subscribe
for or buy, or a solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any jurisdiction
in which such offer, sale or solicitation would be unlawful, prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
MSG Entertainment, MSG Networks and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the holders of MSG Entertainment and MSG Networks securities in
respect of the proposed transaction under the rules of the SEC. Certain
information regarding these directors and executive officers and a description
of their direct and indirect interests, by security holdings or otherwise, will
be included in the Form S-4 and joint proxy statement/prospectus regarding the
proposed transaction (when available) and other relevant materials to be filed
with the SEC by MSG Entertainment and MSG Networks. Information regarding MSG
Entertainment's directors and executive officers is available in MSG
Entertainment's proxy statement relating to its 2020 annual meeting of
stockholders filed with the SEC on October 27, 2020. Information regarding MSG
Networks' directors and executive officers is available in MSG Networks' proxy
statement relating to its 2020 annual meeting of stockholders filed with the SEC
on October 21, 2020. These documents will be available free of charge from the
sources indicated above.
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Forward-Looking Statements
This document contains statements that may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, as
amended. Some of these forward-looking statements can be identified by the use
of forward-looking words such as "believes," "expects," "may," "will," "should,"
"seeks," "approximately," "intends," "plans," "estimates," "projects,"
"strategy," or "anticipates," or the negative of those words or other comparable
terminology. However, the absence of these words does not mean that the
statements are not forward-looking.
These forward-looking statements include, but are not limited to, statements
regarding the proposed transaction, pro forma descriptions of the combined
company and its operations, integration and transition plans, synergies,
opportunities and anticipated future performance. Any such forward-looking
statements are not guarantees of future performance or results and involve risks
and uncertainties, and actual results, developments and events may differ
materially from those in the forward-looking statements as a result of various
factors, including, but not limited to, the following factors: the impact of
public health crises, such as pandemics (including coronavirus (COVID-19)) and
epidemics and any related company or government policies and actions to protect
the health and safety of individuals or government policies or actions to
maintain the functioning of national or global economies and markets; MSG
Entertainment's and MSG Networks' ability to effectively manage the impacts of
the COVID-19 pandemic and the actions taken in response by governmental
authorities and certain professional sports leagues; the occurrence of any
event, change or other circumstances that could give rise to the termination of
the merger agreement with respect to the proposed transaction between MSG
Entertainment and MSG Networks or otherwise cause the transaction not to occur;
the risk that the conditions to the closing of the proposed transaction between
MSG Entertainment and MSG Networks may not be satisfied or waived, including the
risk that required approvals from the stockholders of MSG Entertainment and MSG
Networks, regulatory clearances and other approvals are not obtained; the risk
that the anticipated tax treatment of the proposed transaction between MSG
Entertainment and MSG Networks is not obtained; potential litigation relating to
the proposed transaction between MSG Entertainment and MSG Networks;
uncertainties as to the timing of the consummation of the proposed transaction
between MSG Entertainment and MSG Networks; the risk that the proposed
transaction disrupts the current business plans and operations of MSG
Entertainment or MSG Networks; the ability of MSG Entertainment and MSG Networks
to retain and hire key personnel; unexpected costs, charges or expenses
resulting from the proposed transaction; potential adverse reactions or changes
to the business relationships of MSG Entertainment and MSG Networks resulting
from the announcement, pendency or completion of the proposed transaction;
financial community and rating agency perceptions of each of MSG Entertainment
and MSG Networks and its business, operations, financial condition and the
industry in which it operates; and the potential impact of general economic,
political and market factors on MSG Entertainment and MSG Networks or the
proposed transaction. These risks, as well as other risks associated with the
proposed transaction between MSG Entertainment and MSG Networks, will be more
fully discussed in the joint proxy statement/prospectus that will be included in
the registration statement on Form S-4 that will be filed with the SEC in
connection with the proposed transaction. The effects of the COVID-19 pandemic
may give rise to risks that are currently unknown or amplify the risks
associated with many of these factors.
In addition, future performance and actual results are subject to other risks
and uncertainties that relate more broadly to MSG Entertainment's and MSG
Networks' overall business and financial condition, including those more fully
described in MSG Entertainment's and MSG Networks' filings with the SEC
including their respective Annual Reports on Form 10-K, subsequent Quarterly
Reports on Form 10-Q and other SEC filings, including the sections titled "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contained therein. Forward-looking statements speak only
as of the date made, and MSG Entertainment and MSG Networks each disclaim any
obligation to update or revise any forward-looking statements except as required
by applicable law.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
99.1 Joint Press Release issued by MSG Entertainment and MSG Networks,
dated March 26, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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