Item 7.01 Regulation FD Disclosure.
An investor presentation containing information relating to the proposed
transaction between MSG Networks Inc. ("MSG Networks") and Madison Square Garden
Entertainment Corp. ("MSG Entertainment") is attached hereto as Exhibit 99.1 to
this Current Report and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
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
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of the Registrant under the Securities Act of 1933 or
the Exchange Act, regardless of any general incorporation language in such
filings.
Additional Information and Where to Find It
This communication 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 filed with the
Securities and Exchange Commission ("SEC") a registration statement on Form S-4
on May 6, 2021 that includes a preliminary joint proxy statement of MSG
Entertainment and MSG Networks that also constitutes a prospectus of MSG
Entertainment. The information in the preliminary joint proxy
statement/prospectus is not complete and may be changed. MSG Entertainment and
MSG Networks also intend to file other documents with the SEC regarding the
proposed transaction. This document is not a substitute for the preliminary
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 PRELIMINARY 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 preliminary joint proxy statement/prospectus 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 communication 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. 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. Investors may obtain additional information regarding these
directors and executive officers and a description of their direct and indirect
interests, by security holdings or otherwise, in the Form S-4 and preliminary
joint proxy statement/prospectus regarding the proposed transaction, including
any amendments thereto, as well as the definitive joint proxy
statement/prospectus if and when it becomes available and other relevant
materials to be filed with the SEC by MSG Entertainment and MSG Networks.
Investors should read the preliminary joint proxy statement/prospectus, and the
definitive joint proxy statement/prospectus if and when it becomes available,
carefully before making any voting or investment decisions. 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; strategic or financial benefits or opportunities
if the merger is completed; the impact of the merger on the liquidity position
or financial flexibility and other potential impacts of the proposed
transaction; opportunities related to mobile sports gaming or growth
initiatives; strategic or financial benefits or opportunities if the merger is
completed; the impact of the merger on the liquidity position or financial
flexibility and other potential impacts of the proposed transaction;
opportunities related to sports gaming or growth initiatives; 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, are more fully discussed in the preliminary joint proxy
statement/prospectus that are included in the registration statement on Form S-4
that was filed with the SEC in connection with the proposed transaction, and
will be discussed in the definitive joint proxy statement/prospectus if and when
it becomes available. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Investor Presentation dated May 7, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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