--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-112865" form_type: "8-K" ticker: "SPHR" cik: "0001795250" company_name: "Sphere Entertainment Co." filed_at: "2023-04-24T23:59:59+00:00" generated_at: "2026-06-16T19:17:42.428059+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Sphere Entertainment completes spin-off of 67% of MSG Entertainment; retains 33% stake ## Summary - Distributed ~67% of MSG Entertainment shares to stockholders on April 20, 2023; Sphere retains ~33%. - Entered $65M delayed draw term loan from MSG Entertainment Holdings for Sphere initiative costs. - Amended James Dolan employment: base salary ≥$1M, annual LTI target ≥$6M; retains MSGE/MSGS roles. - Appointed Gautam Ranji as EVP, CFO & Treasurer (base salary ≥$625K, target bonus ≥100%). - Appointed Gregory Brunner as SVP, Controller & PAO (base salary ≥$450K, $150K signing bonus). ## SEC filing metadata - accession: 0001193125-23-112865 - form_type: 8-K - ticker: SPHR - cik: 0001795250 - company_name: Sphere Entertainment Co. - filed_at: 2023-04-24T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.03, 2.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1795250/000119312523112865/0001193125-23-112865-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1795250/000119312523112865/d486485d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-112865 - JSON: https://secwatch.observer/filing/0001193125-23-112865.json - Plain text: https://secwatch.observer/filing/0001193125-23-112865.txt ## Key facts - Debt Financings Sphere Entertainment Co. incurred term loan of up to $65 million with MSG Entertainment Holdings, LLC at a variable rate equal to either, at the option of the Registrant, (a) a base rat maturing October 20, 2024. - Instrument: term loan - Principal: up to $65 million - Counterparty: MSG Entertainment Holdings, LLC - Rate: a variable rate equal to either, at the option of the Registrant, (a) a base rat - Maturity: October 20, 2024 - Event: incurrence source text: On April 20, 2023, MSG Entertainment Holdings, LLC (“MSG Entertainment Holdings”) entered into a delayed draw term loan facility (the “DDTL Facility”) with the Registrant. Pursuant to the DDTL Facility, MSG Entertainment Holdings has committed to lend up to $65 million in delayed draw term loans to the Registrant on an unsecured basis for a period of 18 months following the consummation of the Distribution. The DDTL Facility will mature and any unused commitments thereunder will expire on October 20, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523112865/0001193125-23-112865-index.htm - Executive change 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 source text: On April 20, 2023, the Registrant entered into an employment agreement with Gautam Ranji, effective as of the Distribution, which provides for Mr. Ranji’s employment as the Executive Vice President, Chief Financial Officer and Treasurer of the Registrant following the Distribution evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523112865/0001193125-23-112865-index.htm - Governance Changes Sphere Entertainment Co.: Amendment to certificate of incorporation to change name from Madison Square Garden Entertainment Corp. to Sphere Entertainment Co (effective 2023-04-20). - Change: charter amendment - Effective: 2023-04-20 source text: On April 20, 2023, the Registrant filed with the Secretary of State of the State of Delaware an amendment (the “Amendment”) to its amended and restated certificate of incorporation to change its name from Madison Square Garden Entertainment Corp. to Sphere Entertainment Co. effective as of 11:59 p.m. on April 20, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523112865/0001193125-23-112865-index.htm - Governance Changes Sphere Entertainment Co.: Amendment to by-laws to change name from Madison Square Garden Entertainment Corp. to Sphere Entertainment Co (effective 2023-04-20). - Change: bylaw amendment - Effective: 2023-04-20 source text: The Registrant amended its by-laws to change its name from Madison Square Garden Entertainment Corp. to Sphere Entertainment Co. effective as of 11:59 p.m. on April 20, 2023 (the “Amended By-Laws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523112865/0001193125-23-112865-index.htm - M&A Transactions Sphere Entertainment Co. completed a disposition involving Madison Square Garden Entertainment Corp. (closed 2023-04-20). - Action: disposition - Counterparty: Madison Square Garden Entertainment Corp. - Closing: 2023-04-20 source text: On April 20, 2023, Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp. and referred to herein as the “Registrant”) distributed approximately 67% of the issued and outstanding shares of the common stock of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc. and referred to herein as “MSG Entertainment”) to its stockholders (the “Distribution”). evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523112865/0001193125-23-112865-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.