false 0001795250 0001795250 2025-01-31 2025-01-31

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 31, 2025

 

 

SPHERE ENTERTAINMENT CO.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-39245   84-3755666

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

Two Pennsylvania Plaza,  
New York, NY   10121
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (725) 258-0001

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of Each Exchange

on Which Registered

Class A Common Stock   SPHR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

As previously reported, on October 11, 2024, MSGN Holdings L.P. (“MSGN L.P.”), an indirect wholly owned subsidiary of Sphere Entertainment Co. (the “Company”), the guarantors identified therein (the “Guarantors”), JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the “Supporting Lenders”) entered into a Forbearance Agreement (as amended from time to time, the “Forbearance Agreement”) pursuant to which the Supporting Lenders agreed, subject to the terms of the Forbearance Agreement, to forbear, during the Forbearance Period (as defined in the Forbearance Agreement), from exercising certain of their available remedies under the Amended and Restated Credit Agreement, dated as of October 11, 2019, by and among the Borrower, the Guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (as amended, the “MSGN Credit Agreement”) with respect to or arising out of MSGN L.P.’s failure to make payment on the outstanding principal amount under the term loan facility on the maturity date of October 11, 2024. The Forbearance Period was initially scheduled to expire on November 8, 2024 and had been subsequently extended to January 31, 2025.

On January 31, 2025, the parties agreed by email correspondence to a 3-day short-term extension of the Forbearance Agreement while the parties finalize the terms of a longer extension, which is expected to be concluded prior to the end of the short-term email extension period. Although there can be no assurance, the parties anticipate that any further extension would be for at least several weeks. The short-term email extension extends the Forbearance Period until the earlier to occur of (a) February 3, 2025 at 11:59 p.m. E.T., or such later date agreed to by MSGN L.P. and the Supporting Lenders that hold a majority in principal amount of term loans held by all Supporting Lenders and (b) the date on which any Termination Event (as defined in the Forbearance Agreement) occurs. The foregoing description of the email correspondence does not purport to be complete and is qualified in its entirety by reference to the full text of such email correspondence, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein.

 

Item 2.03.

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

10.1    Amendment via Email Correspondence dated January 31, 2025, to the Forbearance Agreement, dated as of October 11, 2024, by and among MSGN Holdings, L.P., certain subsidiaries of MSGN Holdings, L.P. identified therein, MSGN Eden, LLC, Regional MSGN Holdings LLC, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SPHERE ENTERTAINMENT CO.
(Registrant)
By:  

/s/ Mark C. Cresitello

Name:   Mark C. Cresitello
Title:   Senior Vice President, Deputy General Counsel and Secretary

Dated: February 3, 2025

Exhibit 10.1

The following email was sent on behalf of the Agent and Required Supporting Lenders and confirmed on behalf of the Borrower:

Reference is made to that certain Third Amended and Restated Forbearance Agreement dated as of January 10, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time (the “Forbearance Agreement”), by and among MSGN Holdings, L.P. (the “Borrower”), each of the other Loan Parties, the Lenders or investment managers or advisors for such Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used herein and not otherwise defined in this Email Amendment shall have the respective meanings provided in the Forbearance Agreement or Credit Agreement, as applicable.

This email confirms the consent of the Required Supporting Lenders to extend the date in Section 2.02(a) of the Forbearance Agreement to February 3, 2025 at 11:59 p.m. ET.

v3.25.0.1
Document and Entity Information
Jan. 31, 2025
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001795250
Document Type 8-K
Document Period End Date Jan. 31, 2025
Entity Registrant Name SPHERE ENTERTAINMENT CO.
Entity Incorporation State Country Code DE
Entity File Number 001-39245
Entity Tax Identification Number 84-3755666
Entity Address, Address Line One Two Pennsylvania Plaza
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10121
City Area Code (725)
Local Phone Number 258-0001
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock
Trading Symbol SPHR
Security Exchange Name NYSE
Entity Emerging Growth Company false
Sphere Entertainment (NYSE:SPHR)
Historical Stock Chart
From Jan 2025 to Feb 2025 Click Here for more Sphere Entertainment Charts.
Sphere Entertainment (NYSE:SPHR)
Historical Stock Chart
From Feb 2024 to Feb 2025 Click Here for more Sphere Entertainment Charts.