Sphere Entertainment Co. 8-K

What Happened
Sphere Entertainment Co. (SPHR) disclosed that on January 29, 2026 its indirect, wholly‑owned subsidiary MSG Las Vegas, LLC entered a credit agreement with JPMorgan Chase Bank, N.A. and other lenders to (i) refinance the existing term loan with a $275 million senior secured term loan facility and (ii) establish a $275 million senior secured revolving credit facility. The facilities (together, the Sphere Facilities) will mature on January 29, 2031 and are guaranteed by Sphere Entertainment Group, LLC.

Key Details

• Total capacity: $275M term loan + $275M revolving credit = $550M total facilities. Proceeds intended for working capital, general corporate purposes and distributions to Sphere Entertainment Group.
• Interest: floating rate — either Term SOFR + margin (2.50%–3.00%) or Alternative Base Rate + margin (1.50%–2.00%), margins depend on MSG LV’s leverage.
• Covenants and tests: minimum debt service coverage ratio 2.50:1.00 and maximum total leverage ratio 3.50:1.00, tested quarterly on the most recent four fiscal quarters.
• Repayment & security: Term loan amortizes at 5% per year in quarterly installments beginning after the second anniversary; remainder due at maturity. All obligations are secured by MSG LV’s assets (including the leasehold interest in the land for the Las Vegas Sphere) and by a pledge of MSG LV equity held by Sphere Entertainment Group. Mandatory prepayment rules include certain insurance/condemnation proceeds (subject to reinvestment rights).
• Restrictions: customary affirmative/negative covenants and limits on additional debt, liens, certain investments, affiliate transactions, dividends (in default conditions), mergers, and dispositions.

Why It Matters
This filing creates a material new financing arrangement and a direct financial obligation for the company’s subsidiary, replacing prior indebtedness and providing liquidity through the revolving facility. The security and guarantee structure means the loan is tied to the Las Vegas Sphere assets and is supported by Sphere Entertainment Group. Investors should note the financial covenants (coverage and leverage) and the interest‑rate exposure (SOFR/alternative base rate plus margin), as these affect financial flexibility and potential distributions to the parent.