As filed with the Securities and Exchange Commission on April 1, 2020
File No. 001-39245
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
Form 10
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
MSG Entertainment Spinco, Inc.*
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 84-3755666 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) | |
Two Pennsylvania Plaza New York, NY | 10121 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(212)465-6000
(Registrant’s telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
| Class A Common Stock, par value $0.01 per share | New York Stock Exchange |
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
| Non-Accelerated Filer | ☐ | Smaller Reporting Company | ☐ | |||
| Emerging Growth Company | ☒ | |||||
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act: ☒
| * | The Registrant is currently named MSG Entertainment Spinco, Inc. The Registrant plans to change its name following the effective date of this registration statement. |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10
AND THE ATTACHED INFORMATION STATEMENT.
The information required by the following Form 10 Registration Statement items is contained in the Information Statement sections identified below, each of which is incorporated in this report by reference:
| Item 1. | Business |
The information required by this item is contained under the sections “Summary,” “Business,” “Available Information” and “Combined Financial Statements” of this information statement. Those sections are incorporated herein by reference.
| Item 1A. | Risk Factors |
The information required by this item is contained under the section “Risk Factors.” That section is incorporated herein by reference.
| Item 2. | Financial Information |
The information required by this item is contained under the sections “Summary,” “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this information statement. Those sections are incorporated herein by reference.
| Item 3. | Properties |
The information required by this item is contained under the section “Business — Properties” of this information statement. That section is incorporated herein by reference.
| Item 4. | Security Ownership of Certain Beneficial Owners and Management |
The information required by this item is contained under the sections “Summary” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this information statement. Those sections are incorporated herein by reference.
| Item 5. | Directors and Executive Officers |
The information required by this item is contained under the section “Corporate Governance and Management” of this information statement. That section is incorporated herein by reference.
| Item 6. | Executive Compensation |
The information required by this item is contained under the section “Executive Compensation” of this information statement. That section is incorporated herein by reference.
| Item 7. | Certain Relationships and Related Transactions |
The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this information statement. Those sections are incorporated herein by reference.
| Item 8. | Legal Proceedings |
The information required by this item is contained under the section “Business — Legal Proceedings” of this information statement. That section is incorporated herein by reference.
| Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters |
The information required by this item is contained under the sections “Risk Factors,” “The Distribution,” “Dividend Policy,” “Business,” “Corporate Governance and Management,” “Shares Eligible for Future Sale” and “Description of Capital Stock” of this information statement. Those sections are incorporated herein by reference.
| Item 10. | Recent Sales of Unregistered Securities |
On November 21, 2019, MSG Entertainment Spinco, Inc. was incorporated in the State of Delaware. On November 21, 2019, The Madison Square Garden Company acquired 100 uncertificated shares of common stock of MSG Entertainment Spinco, Inc. for $100.
| Item 11. | Description of Registrant’s Securities to be Registered |
The information required by this item is contained under the sections “The Distribution” and “Description of Capital Stock” of this information statement. Those sections are incorporated herein by reference.
| Item 12. | Indemnification of Directors and Officers |
The information required by this item is contained under the section “Indemnification of Directors and Officers” of this information statement. That section is incorporated herein by reference.
| Item 13. | Financial Statements and Supplementary Data |
The information required by this item is contained under the sections “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Combined Financial Statements” of this information statement. Those sections are incorporated herein by reference.
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
| Item 15. | Financial Statements and Exhibits |
(a) Financial Statements
The information required by this item is contained under the section “Combined Financial Statements” beginning on pageF-1 of this information statement. That section is incorporated herein by reference.
(b) Exhibits
The following documents are filed as exhibits hereto:
| i | Previously filed on March 6, 2020. |
| * | Previously filed on March 18, 2020. |
| ^ | Previously filed on March 26, 2020. |
| + | Certain confidential information — identified by bracketed asterisks “[*****]” — has been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K because it is both (i) not material and (ii) would be competitively harmful to the Registrant if publicly disclosed. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| MSG Entertainment Spinco, Inc. | ||
| By: | /s/ James L. Dolan | |
| Name: | James L. Dolan | |
| Title: | Executive Chairman and Chief Executive Officer | |
Dated: April 1, 2020
