Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchase Program
On October 6, 2022, the Company’s Board of Directors authorized a $75 million accelerated share repurchase (“ASR”) program under the Company’s existing share repurchase authorization. On October 28, 2022, the Company entered into a $75 million ASR agreement with JPMorgan Chase Bank, National Association (“JP Morgan”). Pursuant to the ASR agreement, the Company made a payment of $75 million to JP Morgan and JP Morgan delivered 388,777 initial shares of Class A Common Stock to the Company on November 1, 2022, representing 80% of the total shares expected to be repurchased under the ASR (determined based on the closing price of the Company’s Class A Common Stock of $154.33 on October 28, 2022). The ASR was completed on January 31, 2023 with JP Morgan delivering 67,681 additional shares of Class A Common Stock to the Company upon final settlement. The average purchase price per share for shares of Class A Common Stock purchased by the Company pursuant to the ASR was $164.31.
The ASR was effected pursuant to the Company’s existing share r epurchase authorization and as of December 31, 2022 , the Company had approximately $185 million available for repurchases under this existing share repurchase authorization. Under the authorization, shares of Class A Common Stock may be purchased from time to time in open market or private transactions, block trades or such other manner as the Company may determine, in accordance with applicable insider trading and other securities laws and regulations. The timing and amount of purchases will depend on market conditions and other factors.
See Note 14 in the Notes to Condensed Consolidated Financial Statements for additional information.
The following table provides information with respect to the Company’s purchase of its Class A Common Stock during the three months ended December 31, 2022:
Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (1)(2) Maximum approximate dollar value of shares that may yet be purchased under the plans or programs
October 1, 2022 to October 31, 2022 — $ — — $ 259,639,000
November 1, 2022 to November 31, 2022 388,777 (2) 388,777 184,639,000
December 1, 2022 to December 31, 2022 — — — 184,639,000
Total 388,777 (2) 388,777
(1) Initial shares delivered to the Company on November 1, 2022, based on the closing price of the Company’s Class A Common Stock of $154.33 on October 28, 2022.
(2) The ASR concluded pursuant to the terms of the ASR agreement on January 31, 2023, with JP Morgan delivering 67,681 additional shares of Class A Common Stock to the Company on February 2, 2023. The average purchase price per share for shares purchased by the Company pursuant to the ASR was $164.31.
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Item 6. Exhibits
(a) Index to Exhibits
EXHIBIT
NO. DESCRIPTION
31.1
Certification by the Executive Chairman Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification by the Executive Chairman Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following materials from Madison Square Garden Sports Corp. Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to Consolidated Financial Statements.
104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 formatted in Inline XBRL and contained in Exhibit 101.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 7 th day of February 2023.
Madison Square Garden Sports Corp.
By: / S / VICTORIA M. MINK
Name: Victoria M. Mink
Title: Executive Vice President, Chief Financial Officer and Treasurer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.