MSG NETWORKS INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-07-09: Form 8-K; Period of report 2021-07-08; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 2.01.
- 2021-07-01: Form 8-K; Period of report 2021-07-01; Description 8.01 Other Events; Details 8.01.
- 2021-05-07: Form 8-K; Period of report 2021-05-07; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2021-05-07: Form 8-K; Period of report 2021-05-07; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-07-09 | 8-K | 2021-07-08 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 2.01 At 7:51 a.m. on July 9, 2021, the effective time of the Merger (the “Effective Time”), (i) each share of Class A common stock, par value $0.01 per share, of MSG Networks (“MSGN Class A Common Stock”) issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive a number of shares of Class A common stock, par value $0.01 per share, of MSG Entertainment (“MSGE Class A Common Stock”) such that each holder of record of shares of MSGN Class A Common Stock has the right to receive, in the aggregate, a number of shares of MSGE Class A Common Stock equal to the total number of shares of MSGN Class A Common Stock held of record immediately prior to the Effective Time multiplied by 0.172, with such product rounded up to the next whole share and (ii) each share of Class B common stock, par value $0.01 per share, of MSG Networks (“MSGN Class B Common Stock” and, together with MSGN Class A Common Stock, “MSGN Common Stock”) issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive a number of shares of Class B common stock, par value $0.01 per share, of MSG Entertainment (“MSGE Class B Common Stock” and, together with MSGE Class A Common Stock, “MSGE Common Stock”) such that each holder of record of shares of MSGN Class B Common Stock has the right to receive, in the aggregate, a number of shares of MSGE Class B Common Stock equal to the total number of shares of MSGN Class B Common Stock held of record immediately prior to the Effective Time multiplied by 0.172, with such product rounded up to the next whole share, in each case except for Excluded Shares (as defined in the Merger Agreement). 3.01 In connection with the consummation of the Merger, MSG Networks notified the New York Stock Exchange (the “NYSE”) that each outstanding share of MSGN Class A Common Stock was converted into the right to receive MSGE Class A Common Stock and requested that the NYSE withdraw the listing of MSGN Class A Common Stock. 3.03 The information set forth in Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 As a result of the consummation of the Merger, at the Effective Time, MSG Networks became a wholly-owned subsidiary of MSG Entertainment. 5.02 In accordance with the terms of the Merger Agreement, all of the directors of MSG Networks prior to the Effective Time ceased to be directors of MSG Networks effective as of the Effective Time. 5.03 At the Effective Time, the Amended and Restated Certificate of Incorporation and Amended By-laws of MSG Networks were amended and restated in accordance with the Merger Agreement. 5.07 On July 8, 2021, MSG Networks held a special meeting of stockholders (the “Special Meeting”) to vote upon the proposals set forth in the joint proxy statement/prospectus of MSG Entertainment and MSG Networks, filed with the SEC on June 4, 2021, to (1) adopt the Merger Agreement (the “Merger Proposal”), (2) approve, on a non-binding advisory basis, the compensation that may be paid or become payable to MSG Networks’ named executive officers that is based on or otherwise relates to the Merger Agreement (the “Non-Binding Compensation Proposal”) and (3) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal (the “Adjournment Proposal”). | d201839d8k.htm |
| 2021-07-01 | 8-K | 2021-07-01 | 8.01 Other Events | 8.01 As of July 1, 2021, eleven complaints have been filed in connection with the Merger. | d175427d8k.htm |
| 2021-05-07 | 8-K | 2021-05-07 | 7.01 Regulation FD Disclosure | 7.01 An investor presentation containing information relating to the proposed transaction between MSG Networks Inc. (“MSG Networks”) and Madison Square Garden Entertainment Corp. (“MSG Entertainment”) is attached hereto as Exhibit 99.1 to this Current Report and incorporated by reference herein. | d740323d8k.htm |
| 2021-05-07 | 8-K | 2021-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2021, MSG Networks Inc. (the “Company”) announced its financial results for its third quarter ended March 31, 2021. | d326870d8k.htm |
| 2021-03-26 | 8-K | 2021-03-25 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d101819d8k.htm |
| 2021-03-26 | 8-K | 2021-03-26 | 7.01 Regulation FD Disclosure | 7.01 On March 26, 2021, MSG Networks Inc., a Delaware corporation (“MSG Networks”), and Madison Square Garden Entertainment Corp., a Delaware corporation (“MSG Entertainment”), issued a joint press release announcing their entry into an Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSG Entertainment, MSG Networks and Broadway Sub Inc., a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | d137096d8k.htm |
| 2021-02-04 | 8-K | 2021-02-04 | 2.02 Results of Operations and Financial Condition | 2.02 On February 4, 2021, MSG Networks Inc. (the “Company”) announced its financial results for its second quarter ended December 31, 2020. | d124065d8k.htm |