NEW YORK, Dec. 5, 2023 /PRNewswire/ — Sphere Entertainment Co. (NYSE: SPHR) (the “Company” or “Sphere Entertainment”) immediately introduced that it intends to supply, topic to market situations and different elements, $225 million in mixture principal quantity of convertible senior notes due 2028 in a personal providing to individuals moderately believed to be certified institutional consumers pursuant to Rule 144A below the Securities Act of 1933, as amended (the “Securities Act”). In reference to the providing of the notes, Sphere Entertainment expects to grant the preliminary purchasers an choice to buy, for settlement inside a 13-day interval starting on, and together with, the primary date on which the notes are issued, as much as a further $33.75 million mixture principal quantity of the notes.

Sphere Entertainment intends to make use of a portion 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 basic 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 basic company functions, together with capital for Sphere-related progress initiatives.

The notes will likely be basic senior unsecured obligations of Sphere Entertainment and can mature on December 1, 2028, except redeemed, repurchased or transformed earlier. The preliminary conversion charge, rate of interest, and sure different phrases of the notes will likely be decided by negotiations between Sphere Entertainment and the preliminary purchasers. Prior to September 1, 2028, the notes will likely be convertible solely upon satisfaction of sure situations and through sure durations, and, thereafter, the notes will likely 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 pays or ship, because the case could also be, money, shares of Sphere Entertainment’s Class A standard inventory or a mix of money and shares of Sphere Entertainment’s Class A standard inventory, at its election.

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 will cowl, topic to customary anti-dilution changes considerably just like these relevant to the notes, the identical variety of shares of Sphere Entertainment’s Class A standard inventory that may initially underlie the notes. The capped name transactions are anticipated usually to scale 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 value of Sphere Entertainment’s Class A standard inventory or the buying and selling value 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 frequent 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 (and are possible to take action, to the extent Sphere Entertainment workouts the related election below 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 out there value of Sphere Entertainment’s Class A standard inventory or the notes which may have an effect on a noteholder’s capability to transform the notes and, to the extent the exercise happens throughout any commentary 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 frequent inventory {that a} noteholder will obtain upon conversion of its notes.

The notes will likely be provided to individuals moderately believed to be certified institutional consumers pursuant to Rule 144A below the Securities Act. The supply 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 below the Securities Act or the securities legal guidelines of some other jurisdiction, and the notes and any such shares might not be provided or bought absent registration or an relevant exemption from such registration necessities.

This press launch shall not represent a proposal to promote or a solicitation of a proposal 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 during which such a proposal, solicitation or sale could be illegal previous to registration or qualification below the securities legal guidelines of any such state or jurisdiction.

About Sphere Entertainment Co.

Sphere Entertainment Co. is a premier reside leisure and media firm. The Company consists of 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 consists of 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 reside sports activities content material and different programming.

Forward-Looking Statements

This press launch might comprise statements that represent forward-looking statements throughout the which 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 will not be 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 during 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.