Dated June 22, 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.
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
Pricing of Secondary Offering and Concurrent Share Repurchase
NEW YORK, June 22, 2023 /PRNewswire/ — Madison Square Garden Entertainment Corp. (NYSE: MSGE) (the “Company” or “MSG Entertainment”) today announced the pricing of the previously announced underwritten secondary offering by Sphere Entertainment Group, LLC (the “Selling Stockholder”) of 5,250,000 shares of MSG Entertainment’s Class A common stock at a public offering price of $31.00 per share. The shares are expected to be delivered on or about June 27, 2023, subject to the satisfaction of customary closing conditions. The Selling Stockholder has granted 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 840,053 shares directly from the Selling Stockholder, at a price of $29.76 per share, which is equal to the price at which the underwriters will purchase the shares from the Selling Stockholder, for an aggregate amount of approximately $25 million, concurrently with the closing of the offering (the “share repurchase”). 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 will beneficially own 24.7% of MSG Entertainment’s Class A common stock.
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 is being 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.
