Sphere Entertainment Co. - Aug 9, 2023 Form 4 Insider Report for Madison Square Garden Entertainment Corp. (MSGE)

Role
10%+ Owner
Signature
/s/ Mark C. Cresitello, Secretary of Sphere Entertainment Co.
Stock symbol
MSGE
Transactions as of
Aug 9, 2023
Transactions value $
-$65,511,553
Form type
4
Date filed
8/11/2023, 04:05 PM
Previous filing
Jun 29, 2023
Next filing
Sep 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MSGE Class A Common Stock, par value $0.01 per share Other -$65.5M -1.92M -18.95% $34.07 8.22M Aug 9, 2023 By Subsidiary F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person and MSG Entertainment Holdings, LLC (the "Lender"), a subsidiary of Madison Square Garden Entertainment Corp. (the "Issuer"), are parties to a certain Delayed Draw Term Loan Credit Agreement, dated as of April 20, 2023 (the "Credit Agreement"), pursuant to which the Lender has agreed to provide the Reporting Person with a delayed draw term loan facility (the "DDTL Facility") of up to $65,000,000. Pursuant to the terms of the Credit Agreement, the Reporting Person has the right to make all or a portion of any payments on the DDTL Facility by delivering shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of the Issuer.
F2 On July 14, 2023, the Reporting Person borrowed an aggregate principal amount of $65,000,000 from the Lender under the DDTL Facility. On August 9, 2023, Sphere Entertainment Group, LLC, a direct subsidiary of the Reporting Person and the direct holder of the Class A Common Stock, delivered 1,922,750 shares of the Class A Common Stock to the Lender as payment for the outstanding principal of the DDTL Facility and all accrued interest and fees thereon.
F3 The price of the Class A Common Stock for purposes of repayment of the DDTL Facility was $34.0718 per share, which is based on a twenty-day dollar volume-weighted average price on the day prior to July 26, 2023.