NEW YORK, Dec. 6, 2023 /PRNewswire/ — Sphere Entertainment Co. (NYSE: SPHR) (the “Company” or “Sphere Entertainment”) at the moment introduced the pricing of $225 million mixture principal quantity of three.50% convertible senior notes due 2028 in a personal providing to individuals fairly believed to be certified institutional consumers pursuant to Rule 144A beneath the Securities Act of 1933, as amended (the “Securities Act”). In reference to the providing of the notes, the Company has granted the preliminary purchasers an choice to buy, for settlement inside a 13-day interval starting on, and together with, the primary day on which the notes are issued, as much as a further $33.75 million mixture principal quantity of the notes. The providing of the notes and the capped name transactions described beneath are anticipated to shut on December 8, 2023, topic to customary closing circumstances.

The notes shall be normal senior unsecured obligations of Sphere Entertainment and can pay curiosity semi-annually on June 1 and December 1 of every 12 months, starting on June 1, 2024, at a fee of three.50% per 12 months. The notes will mature on December 1, 2028, until redeemed, repurchased or transformed earlier in accordance with their phrases. The preliminary conversion fee for the notes shall be 28.1591 shares per $1,000 principal quantity of notes, which is equal to an preliminary conversion worth of roughly $35.51 per share of Sphere Entertainment Class A standard inventory and is topic to adjustment beneath the phrases of the notes. The preliminary conversion worth of the notes represents a premium of roughly 25.0% to the final reported sale worth of $28.41 per share of Sphere Entertainment’s Class A standard inventory on the New York Stock Exchange on December 5, 2023. Prior to September 1, 2028, the notes shall be convertible solely upon satisfaction of sure circumstances and through sure durations, and, thereafter, the notes shall be convertible at any time till the shut of enterprise on the second scheduled buying and selling day instantly previous the maturity date. Upon conversion, Sphere Entertainment can pay or ship, because the case could also be, money, shares of Sphere Entertainment’s Class A standard inventory or a mixture of money and shares of Sphere Entertainment’s Class A standard inventory, at its election.

Sphere Entertainment estimates that the online proceeds from the offering shall be roughly $217.8 million (or roughly $250.4 million if the preliminary purchasers train their choice to buy further notes in full), after deducting the preliminary purchasers’ reductions and commissions and estimated bills payable by Sphere Entertainment. Sphere Entertainment intends to make use of roughly $12.4 million of the online proceeds from the providing of the notes to fund the price of coming into into the capped name transactions described beneath in reference to the providing. Sphere Entertainment intends to make use of the rest of the online proceeds for normal company functions, together with capital for Sphere-related progress initiatives.

If the preliminary purchasers train their choice to buy further notes, Sphere Entertainment expects to make use of a portion of the proceeds from the sale of the extra notes, to enter into further capped name transactions and intends to make use of the rest of the online proceeds from the sale of the extra notes for normal company functions, together with capital for Sphere-related progress initiatives.

In reference to the pricing of the notes, Sphere Entertainment intends to enter into capped name transactions with a number of of the preliminary purchasers and/or their respective associates or different monetary establishments (the “hedge counterparties”). The capped name transactions cowl, topic to customary anti-dilution changes considerably much like these relevant to the notes, the identical variety of shares of Sphere Entertainment’s Class A standard inventory that can initially underlie the notes.

The cap worth of the capped name transactions regarding the notes will initially be roughly $42.62, which represents a premium of roughly 50% over the past reported sale worth of Sphere Entertainment’s Class A standard inventory on the New York Stock Exchange on December 5, 2023, and is topic to sure customary changes.

The capped name transactions are anticipated typically to cut back the potential dilution to Sphere Entertainment’s Class A standard inventory upon any conversion of notes and/or offset any potential money funds Sphere Entertainment is required to make in extra of the principal quantity of transformed notes, because the case could also be, with the utmost quantity of such discount and/or offset topic to a cap.

In reference to establishing their preliminary hedges of the capped name transactions, Sphere Entertainment expects the hedge counterparties or their respective associates will buy shares of Sphere Entertainment’s Class A standard inventory and/or enter into varied by-product transactions with respect to Sphere Entertainment’s Class A standard inventory concurrently with or shortly after the pricing of the notes, together with from, or with, because the case could also be, sure traders within the notes. This exercise may enhance (or scale back the scale of any lower in) the market worth of Sphere Entertainment’s Class A standard inventory or the buying and selling worth of the notes at the moment.

In addition, the hedge counterparties or their respective associates might modify their hedge positions by coming into into or unwinding varied derivatives with respect to Sphere Entertainment’s Class A standard inventory and/or buying or promoting Sphere Entertainment ‘s Class A standard inventory or different securities of Sphere Entertainment in secondary market transactions following the pricing of the notes and previous to the maturity of the notes (are possible to take action, to the extent we train the related election beneath the capped name transactions, following any repurchase, redemption or conversion of the notes (whether or not upon a elementary change or in any other case)). This exercise may additionally trigger or keep away from a rise or a lower available in the market worth of Sphere Entertainment’s Class A standard inventory or the notes which may have an effect on a noteholder’s potential to transform the notes and, to the extent the exercise happens throughout any remark interval associated to a conversion of notes, it may have an effect on the amount of money and/or the quantity and worth of shares of the Company’s Class A standard inventory {that a} noteholder will obtain upon conversion of its notes.

The notes have been provided to individuals fairly believed to be certified institutional consumers pursuant to Rule 144A beneath the Securities Act. The provide and sale of the notes and the shares of Class A standard inventory issuable upon conversion of the notes, if any, haven’t been registered beneath the Securities Act or the securities legal guidelines of another jurisdiction, and the notes and any such shares is probably not provided or offered absent registration or an relevant exemption from such registration necessities.

This press launch shall not represent a suggestion to promote or a solicitation of a suggestion to purchase any securities, together with the notes or Sphere Entertainment frequent inventory, nor shall there be any sale of securities in any state or jurisdiction through which such a suggestion, solicitation or sale can be illegal previous to registration or qualification beneath the securities legal guidelines of any such state or jurisdiction.

About Sphere Entertainment Co. 

Sphere Entertainment Co. is a premier stay leisure and media firm. The Company contains Sphere, a next-generation leisure medium powered by cutting-edge applied sciences to redefine the way forward for leisure. The first Sphere venue opened in Las Vegas in September 2023. In addition, the Company contains MSG Networks, which operates two regional sports activities and leisure networks, MSG Network and MSG Sportsnet, in addition to direct-to-consumer and authenticated streaming product MSG+, delivering a variety of stay sports activities content material and different programming. 

Forward-Looking Statements

This press launch might include statements that represent forward-looking statements throughout the that means of the Private Securities Litigation Reform Act of 1995, together with statements in regards to the timing and completion of the providing of the notes and the capped name transactions and the anticipated use of proceeds from the providing. Investors are cautioned that any such forward-looking statements should not ensures of future efficiency or outcomes and contain dangers and uncertainties, and that precise outcomes, developments or occasions might differ materially from these within the forward-looking statements because of varied elements, together with monetary neighborhood perceptions of the Company and its enterprise, operations, monetary situation and the industries through which it operates and the elements described within the Company’s filings with the Securities and Exchange Commission, together with the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. The Company disclaims any obligation to replace any forward-looking statements contained herein.

Contacts

Ari Danes, CFA
Investor Relations and Financial Communications
(212) 465-6072

Justin Blaber
Financial Communications
(212) 465-6109

Grace Kaminer
Investor Relations
(212) 631-5076

SOURCE Sphere Entertainment Co.