Correspondence 0001193125-23-067789 from Madison Square Garden Entertainment Corp. (MSGE)
Madison Square Garden Entertainment Corp.
Date: March 10, 2023 · CIK: 0001952073 · Accession: 0001193125-23-067789
AI Filing Summary & Sentiment
File numbers found in text: 001-41627
Referenced dates: March 2, 2023
Letter
March 10, 2023
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-9303
Attention: Jennie Beysolow
Donald Field
Suying Li
Lyn Shenk
Re: MSGE Spinco, Inc.
Registration Statement on Form 10-12B
Filed February 16, 2023
File No. 001-41627
Ladies and Gentlemen:
This letter responds to the comment letter (the “Comment Letter”) from the Staff of the Securities and Exchange Commission (the “Commission”), dated March 2, 2023, concerning the draft Registration Statement on Form 10 (the “Form 10”) of MSGE Spinco, Inc. (the “Company”).
The following is the Company’s response to the Comment Letter. As a result of the revisions to the Form 10, some page references have changed. The page references in the comments refer to page numbers of the Information Statement filed as Exhibit 99.1 to the Form 10 as filed on February 16, 2023 and page references in the responses refer to page numbers in the copy of the Information Statement (the “Information Statement”) filed as Exhibit 99.1 to Amendment No. 1 to the Form 10, as filed on March 10, 2023. All dollar amounts throughout the letter are in thousands unless specifically stated otherwise.
Preliminary Information Statement
Two Pennsylvania Plaza Sublease, page 144
1. We note your response to comment 2 and reissue. Please revise to describe and quantify the expected sublease payments under this agreement and the comparable agreement disclosed on page 170 with MSG Sports.
Company Response: In response to the Staff’s comment, the Company has revised the disclosure under “Certain Relationships and Related Party Transactions” on pages 175 and 178 of the Information Statement to add the requested disclosure.
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Should any member of the Staff have any questions or comments with respect to the enclosed materials, please do not hesitate to contact Robert W. Downes at (212) 558-4312.
Sincerely,
/s/ David F. Byrnes
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CORRESP 1 filename1.htm CORRESP March 10, 2023 Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-9303 Attention: Jennie Beysolow Donald Field Suying Li Lyn Shenk Re: MSGE Spinco, Inc. Registration Statement on Form 10-12B Filed February 16, 2023 File No. 001-41627 Ladies and Gentlemen: This letter responds to the comment letter (the “Comment Letter”) from the Staff of the Securities and Exchange Commission (the “Commission”), dated March 2, 2023, concerning the draft Registration Statement on Form 10 (the “Form 10”) of MSGE Spinco, Inc. (the “Company”). The following is the Company’s response to the Comment Letter. As a result of the revisions to the Form 10, some page references have changed. The page references in the comments refer to page numbers of the Information Statement filed as Exhibit 99.1 to the Form 10 as filed on February 16, 2023 and page references in the responses refer to page numbers in the copy of the Information Statement (the “Information Statement”) filed as Exhibit 99.1 to Amendment No. 1 to the Form 10, as filed on March 10, 2023. All dollar amounts throughout the letter are in thousands unless specifically stated otherwise. Preliminary Information Statement Two Pennsylvania Plaza Sublease, page 144 1. We note your response to comment 2 and reissue. Please revise to describe and quantify the expected sublease payments under this agreement and the comparable agreement disclosed on page 170 with MSG Sports. Company Response: In response to the Staff’s comment, the Company has revised the disclosure under “Certain Relationships and Related Party Transactions” on pages 175 and 178 of the Information Statement to add the requested disclosure. * * * * * * -2- Should any member of the Staff have any questions or comments with respect to the enclosed materials, please do not hesitate to contact Robert W. Downes at (212) 558-4312. Sincerely, /s/ David F. Byrnes David F. Byrnes Executive Vice President and Chief Financial Officer Madison Square Garden Entertainment Corp. cc: Robert W. Downes, Esq., Sullivan & Cromwell LLP Courtney M. Zeppetella, Madison Square Garden Entertainment Corp. -3-