We are advising the special committee of the board of directors of MSG Networks on the transaction

Davis Polk is advising the special committee of the board of directors of MSG Networks Inc. on its all-stock acquisition by Madison Square Garden Entertainment Corp. Upon the closing of the transaction, MSG Networks stockholders would receive 0.172 shares of MSG Entertainment Class A or Class B common stock for each share of MSG Networks Class A or Class B common stock they own. The transaction, which is also subject to customary closing conditions, is expected to be completed during the third quarter of calendar 2021.

MSG Networks owns and operates two award-winning regional sports and entertainment networks and a companion streaming service that serve the nation’s number one media market, the New York DMA, as well as other portions of New York, New Jersey, Connecticut and Pennsylvania. MSG Entertainment presents or hosts a broad array of events in its diverse collection of venues: New York’s Madison Square Garden, Hulu Theater at Madison Square Garden, Radio City Music Hall and Beacon Theatre; and The Chicago Theatre.

The Davis Polk corporate team includes partners George R. Bason Jr. and Marc O. Williams and associates Malik M. Khalil, Billy Padula and Soo Lim. Counsel Ethan R. Goldman and associate Alexander J. Hendin are providing tax advice. Partner Veronica M. Wissel is providing executive compensation advice. Partner Arthur J. Burke is providing antitrust and competition advice. Counsel Susan D. Kennedy is providing real estate advice. All members of the Davis Polk team are based in the New York office.

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