8-K
filed March 30, 2023, 7:59 PM ET
ticker SPHR
CIK 0001795250
other material
confidence high
sentiment neutral
materiality 0.85
MSGE to spin off 67% of MSGE Spinco, rename to Sphere Entertainment Co.
Sphere Entertainment Co.
- Distribution of ~67% of MSGE Spinco common stock to MSGE stockholders; record date April 14, 2023, distribution date April 20, 2023.
- MSGE will rename to Sphere Entertainment Co. and trade as SPHR; spinco will retain MSGE name and trade as MSGE on NYSE.
- Executive changes: CFO David Byrnes, GC Jamal Haughton, Treasurer D'Ambrosio, CAO Zeppetella depart; Gautam Ranji named CFO and Treasurer.
- Board changes: Martin Bandier and Frederic Salerno resign; Carl Vogel appointed as Class A director; board size reduced to 16.
- James Dolan remains Executive Chairman and CEO of both MSGE (post-spin) and MSGE Spinco.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Carl E. Vogel was appointed as Director at Sphere Entertainment Co..
- Action
- appointed
- Role
- Director
Exact text from the filing
The following individual has been appointed, effective as of the Distribution date, to the Board of Directors of the Registrant as a director elected by holders of Registrant Class A Common Stock to fill one of the two vacancies created by the resignation of the director elected by holders of Registrant Class A Common Stock: • Carl E. Vogel, age 65.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gautam Ranji was appointed as Executive Vice President, Chief Financial Officer, and Treasurer at Sphere Entertainment Co..
- Action
- appointed
- Role
- Executive Vice President, Chief Financial Officer, and Treasurer
Exact text from the filing
In addition, effective on the Distribution date, Gautam Ranji will serve as the Executive Vice President, Chief Financial Officer, and Treasurer of the Registrant.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frederic V. Salerno resigned as Director at Sphere Entertainment Co..
- Action
- resigned
- Role
- Director
Exact text from the filing
On March 29, 2023, Messrs. Martin Bandier and Frederic V. Salerno tendered their resignations as directors of the Registrant effective as of the Distribution date.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Martin Bandier resigned as Director at Sphere Entertainment Co..
- Action
- resigned
- Role
- Director
Exact text from the filing
On March 29, 2023, Messrs. Martin Bandier and Frederic V. Salerno tendered their resignations as directors of the Registrant effective as of the Distribution date.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David F. Byrnes departed as Executive Vice President and Chief Financial Officer at Sphere Entertainment Co..
- Action
- cease to serve
- Role
- Executive Vice President and Chief Financial Officer
Exact text from the filing
Effective on the Distribution date, the following executive officers of the Registrant will, in connection with their becoming executive officers of MSGE Spinco, cease to serve as executive officers of the Registrant: • David F. Byrnes (Executive Vice President and Chief Financial Officer),
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Sphere Entertainment Co. entered into Contribution Agreement with MSGE Spinco and MSG Entertainment Group, LLC valued at Entry into a Material Definitive Agreement (effective 2023-03-29).
- Action
- entry
- Counterparty
- MSGE Spinco and MSG Entertainment Group, LLC
- Value
- Entry into a Material Definitive Agreement
- Effective
- 2023-03-29
Exact text from the filing
On March 29, 2023, the Registrant, MSGE Spinco and MSG Entertainment Group, LLC (to be renamed Sphere Entertainment Group, LLC), a direct wholly-owned subsidiary of the Registrant, entered into a Contribution Agreement pursuant to which the Registrant will contribute the Contributed Assets to MSGE Spinco prior to the Distribution (such transaction, the “Contribution”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Sphere Entertainment Co. entered into Distribution Agreement with MSGE Spinco valued at Entry into a Material Definitive Agreement (effective 2023-03-29).
- Action
- entry
- Agreement
- supply
- Counterparty
- MSGE Spinco
- Value
- Entry into a Material Definitive Agreement
- Effective
- 2023-03-29
Exact text from the filing
On March 29, 2023, the Registrant entered into the Distribution Agreement with MSGE Spinco as part of a series of transactions pursuant to which MSGE Spinco will receive prior to the Distribution the subsidiaries, businesses and other assets described in the Form 10 that formerly comprised of the Registrant’s live entertainment and booking businesses (the “Contributed Assets”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Sphere Entertainment Co. entered into Transition Services Agreement with MSGE Spinco valued at Entry into a Material Definitive Agreement (effective 2023-03-29).
- Action
- entry
- Counterparty
- MSGE Spinco
- Value
- Entry into a Material Definitive Agreement
- Effective
- 2023-03-29
Exact text from the filing
On March 29, 2023, the Registrant and MSGE Spinco entered into a Transition Services Agreement under which, in exchange for the fees specified in such agreement, MSGE Spinco has agreed to provide certain corporate and other services to the Registrant, including with respect to such areas as information technology, accounts payable, payroll, tax, certain legal functions, human resources, insurance and risk management, government affairs, investor relations, corporate communications, benefit plan administration and reporting, and internal audit functions as well as certain marketing functions.
View on SEC.gov
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