Sphere Entertainment Co. filed SEC Form 8-K: Entry into a Material Definitive Agreement
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| 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 (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 was subsequently extended to November 26, 2024.
On November 26, 2024, the parties agreed to further amend the Forbearance Agreement (the “Amended and Restated Forbearance Agreement”) to: (i) extend the Forbearance Period until the earlier to occur of (a) December 20, 2024 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 Amended and Restated Forbearance Agreement) occurs; and (ii) amend certain Termination Events. The foregoing description of the Amended and Restated Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Amended and Restated Forbearance Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K 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 | Amended and Restated Forbearance Agreement, dated as of November 26, 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: | Secretary | |
Dated: November 26, 2024