SEC Comment Letter 0000000000-23-000986 to Madison Square Garden Entertainment Corp. (MSGE)
Madison Square Garden Entertainment Corp.
Date: Jan. 31, 2023 · CIK: 0001952073 · Accession: 0000000000-23-000986
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo January 31, 2023 David Byrnes Chief Financial Officer MSGE Spinco, Inc. Two Pennsylvania Plaza New York, NY 10121 Re:MSGE Spinco, Inc. Amendment No. 1 to Draft Registration Statement on Form 10-12B Submitted January 13, 2023 CIK No. 0001952073 Dear David Byrnes: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Preliminary Information Statement Risk Factors Our Operations and Operating Results Have Been, and May in the Future be, Materially Impacted by the COVID-19 , page 24 1.We note your response to comment 6 and your disclosure that [d]uring Fiscal Year 2021, [you] experienced a decline of over 90% in [y]our revenues as a result of the COVID-19 pandemic, compared to the prior year period. Please revise to include comparable impacts during the Fiscal Year 2020 and 2022, given your disclosure that your operations and operating results have been materially impacted by COVID during all three fiscal years.
FirstName LastNameDavid Byrnes Comapany NameMSGE Spinco, Inc. January 31, 2023 Page 2 FirstName LastName David Byrnes MSGE Spinco, Inc. January 31, 2023 Page 2 Two Pennsylvania Plaza Sublease, page 144 2.Please revise to describe and quantify the expected sublease payments under this agreement. Team Sponsorship Allocation Agreement, page 147 3.We note your response to comment 19 and reissue. Your revised disclosure does not appear to quantify or describe in detail the potential revenue split agreed upon between MSG Entertainment and MSG Sports. You may contact Suying Li at 202-551-3335 or Lyn Shenk at 202-551-3380 if you have questions regarding comments on the financial statements and related matters. Please contact Jennie Beysolow at 202-551-8108 or Donald Field at 202-551-3680 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Robert W. Downes, Esq.
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United States securities and exchange commission logo
January 31, 2023
David Byrnes
Chief Financial Officer
MSGE Spinco, Inc.
Two Pennsylvania Plaza
New York, NY 10121
Re:MSGE Spinco, Inc.
Amendment No. 1 to
Draft Registration Statement on Form 10-12B
Submitted January 13, 2023
CIK No. 0001952073
Dear David Byrnes:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Preliminary Information Statement
Risk Factors
Our Operations and Operating Results Have Been, and May in the Future be, Materially
Impacted by the COVID-19 , page 24
1.We note your response to comment 6 and your disclosure that [d]uring Fiscal Year 2021,
[you] experienced a decline of over 90% in [y]our revenues as a result of the COVID-19
pandemic, compared to the prior year period. Please revise to include comparable impacts
during the Fiscal Year 2020 and 2022, given your disclosure that your operations and
operating results have been materially impacted by COVID during all three fiscal years.
FirstName LastNameDavid Byrnes
Comapany NameMSGE Spinco, Inc.
January 31, 2023 Page 2
FirstName LastName
David Byrnes
MSGE Spinco, Inc.
January 31, 2023
Page 2
Two Pennsylvania Plaza Sublease, page 144
2.Please revise to describe and quantify the expected sublease payments under this
agreement.
Team Sponsorship Allocation Agreement, page 147
3.We note your response to comment 19 and reissue. Your revised disclosure does not
appear to quantify or describe in detail the potential revenue split agreed upon between
MSG Entertainment and MSG Sports.
You may contact Suying Li at 202-551-3335 or Lyn Shenk at 202-551-3380 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jennie Beysolow at 202-551-8108 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Robert W. Downes, Esq.