Dated June 20, 2023
Filed Pursuant to Rule 433
Registration Statement No. 333-272780
Relating to Preliminary Prospectus Dated June 20, 2023
This free writing prospectus is being filed to advise you of the availability of a preliminary prospectus, dated June 20, 2023 (the “Preliminary Prospectus”), included in the Registration Statement on Form S-1 (File No. 333-272780) of Madison Square Garden Entertainment Corp., as filed with the Securities and Exchange Commission (the “SEC”) on June 20, 2023 (the “Registration Statement”), related to the proposed offer and sale of shares of the Company’s Class A common stock, par value $0.01 per share, and to provide you with a hyperlink to the current version of the Registration Statement, which is included in the press release attached as Appendix A. The securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective.
Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this free writing prospectus or the Preliminary Prospectus. Any representation to the contrary is a criminal offense.
Appendix A
Madison Square Garden Entertainment Corp. Announces
Secondary Offering and Concurrent Share Repurchase
NEW YORK, June 20, 2023 /PRNewswire/ — Madison Square Garden Entertainment Corp. (NYSE: MSGE) (the “Company” or “MSG Entertainment”) today announced that Sphere Entertainment Group, LLC (the “Selling Stockholder”) has commenced an underwritten secondary offering of 5,250,000 shares of MSG Entertainment’s Class A common stock. In connection with the offering, the Selling Stockholder intends to grant the underwriters a 30-day option to purchase up to an additional 787,500 shares of MSG Entertainment’s Class A common stock at the public offering price, less underwriting discounts and commissions.
In addition, under MSG Entertainment’s existing $250 million share repurchase authorization, MSG Entertainment intends to repurchase directly from the Selling Stockholder a number of shares equivalent to approximately $25 million (the “share repurchase”). The share repurchase is expected to occur concurrently with the closing of the offering, at a price per share equal to the price at which the underwriters will purchase the shares from the Selling Stockholder in the offering. The Company intends to fund the share repurchase from cash on hand. The share repurchase is subject to the completion of the offering. The closing of the offering is not contingent on the closing of the share repurchase.
The Selling Stockholder will receive all of the net proceeds from the offering. MSG Entertainment is not selling any shares of its Class A common stock in the offering and will not receive any proceeds from the sale of shares by the Selling Stockholder in the offering. Upon completion of the offering and share repurchase, assuming the underwriters’ option to purchase additional shares is not exercised, the Selling Stockholder is expected to beneficially own 25.1% of MSG Entertainment’s Class A common stock.1
BofA Securities, Goldman Sachs & Co. LLC and J.P. Morgan (in alphabetical order) are acting as joint book-running managers for the offering.
The offering will be made only by means of a prospectus. A copy of the registration statement, including the preliminary prospectus relating to this offering, may be obtained through the following link: https://www.sec.gov/ix?doc=/Archives/edgar/data/1952073/000119312523170152/
d512370ds1.htm. Alternatively, the Company or any underwriter participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, 201 North Tryon Street, Charlotte, NC 28255, Mail Code NC1-022-02-25, attention: Prospectus Department or by email at dg.prospectus_requests@bofa.com; Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, attention: Prospectus Department, by telephone at (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com; J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone: 1-866-803-9204 or by email at prospectus-eg_fi@jpmchase.com.
| 1 | Assumes the sale of 640,697 shares of the Company’s Class A common stock in connection with the share repurchase based on an assumed purchase price of $39.02, the last reported sale price of the Company’s Class A common stock on June 16, 2023. |
