SecProbe.io

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 March 18, 2025

Robert H. Langer
Executive Vice President, Chief Financial Officer and Treasurer
Sphere Entertainment Co.
Two Penn Plaza
New York, NY 10121

 Re: Sphere Entertainment Co.
 Form 10-KT for Transition Period Ended December 31, 2024
 File No. 001-39245
Dear Robert H. Langer:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 VIA EDGAR CORRESPONDENCE
 March 14, 2025 Division of Corporation Finance
 Office of Trade & Services Securities and Exchange
Commission 100 F Street, N.E. Washington, D.C. 20549-9303
 Attention: Valeria Franks

 Rufus Decker

 Re:
 Sphere Entertainment Co.
 Form 10-KT for Transition Period Ended December 31, 2024
 Filed March 3, 2025 File No. 001-39245 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 6, 2025, concerning the Transition Report on Form 10-KT for Transition Period Ended December 31, 2024 (the
 “10-KT”) of Sphere Entertainment Co. (“the Company”). For your convenience,
we have set forth the comments from your letter in bold immediately followed by the applicable responses. Unless otherwise indicated, capitalized terms used herein have the meanings set forth in the 10-KT, and
references herein to page numbers and section headings refer to page numbers and section headings in the 10-KT, as noted.
 Form 10-KT for Transition Period Ended December 31, 2024
 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Liquidity and Capital Resources Cash Flow Discussion,
page 76

 1.
 Please revise your analysis of cash flow changes to explain the underlying business reasons for material
changes between periods in your operating cash flows. For example, discuss the underlying business reasons for material changes in working capital line items between periods, including, but not limited to, accounts receivable, prepaid expenses and
other current and non-current assets as well as accounts payable, accrued and other current and non-current liabilities. Refer to Item 303 of Regulation S-K and SEC Release No. 33-8350.

 Company Response : In response to the Staff’s comment, in future filings, the
Company will revise its analysis of cash flow changes to explain the underlying business reasons for material changes in operating cash flows between periods. The information provided below reflects an updated sample disclosure showing what the
Company plans to disclose starting with its first quarter 2025 Quarterly Report on Form 10-Q. Net
cash provided by (used in) operating activities for the six months ended December 31, 2024 increased by $89,065 to $40,827 as compared to the six months ended December 31, 2023. The increase in net cash provided by operating activities was
primarily due to a full six months of activities at Sphere in Las Vegas as compared to approximately three months of activities in the prior year period, due to the opening of the Sphere in Las Vegas in September 2023.
 The changes in net cash provided by (used in) assets and liabilities were primarily driven by (i) an increase in net cash provided by
operating activities related to Accounts receivable, net of $141,626, primarily as a result of an increase in cash collections from ticket sales for The Sphere Experience and other live events, as well as cash collections from Exosphere advertising;
(ii) a decrease in net cash used for Related Party receivables and payables, net of $15,633, due to the timing and settlement of the underlying related party transactions; (iii) an increase in net cash used for Prepaid expenses and other
current and non-current assets of $41,120, primarily for the development of the Company’s original immersive production content and other related assets, which are capitalized within Other non-current assets in the accompanying consolidated balance sheet; (iv) an increase in net cash provided by operating activities related to Accounts payable of $26,353, primarily as a result of the timing of
payments to vendors, payments to whom were greater in the prior year period leading up to the opening of the Sphere in Las Vegas in September 2023; (v) an increase in net cash provided by operating activities related to Accrued and other current and
 non-current liabilities of $38,222, primarily as a result of timing of settlements with promoters; and (vi) a decrease in net cash provided by operating activities related to deferred revenue of $26,532,
which was driven by the timing of cash receipts partially offset by the timing of revenue generating activities, both of which were impacted by the opening of the Sphere in Las Vegas in September 2023. At June 30, 2023, there was less deferred
revenue related cash receipt activity as the venue had not opened and, as a result, the deferred revenue balance of $27,337 was significantly less than the balance as of June 30, 2024 of $80,404. From June 30 to December 31 of both
years cash continued to be received and revenue generating activities occurred, resulting in changes to the deferred revenue balances and ending balances of $91,794 and $78,381 as of December 31, 2024 and 2023, respectively.
 The net increases driven by changes in assets and liabilities were partially offset by a larger net loss of $231,233 in the current year
period, compared to a net loss of $106,823 in the prior year period, as adjusted by larger net adjustments of $206,384 in the current year period, compared to $149,770 in the prior year period, to reconcile the net loss to net cash provided by
operating activities, each of which were primarily driven by a full six months of operations in the current year period as compared to a partial prior year period (refer to Management’s Discussion and Analysis Business Segment Results
for further detail pertaining to the Company’s operating results).
 -2-

 Consolidated Financial Statements
 Consolidated Statements of Cash Flows, page F-11

 2.
 Please present changes in accounts payable pertaining to operating activities separately from accrued and
other current and non-current liabilities. Refer to ASC 230-10-45-29.
 Company Response : In response to the Staff’s comment regarding presenting changes in accounts payable
pertaining to operating activities separately from accrued and other current and non-current liabilities, the Company has considered the guidance of ASC 230-10-45-29 and respectfully advises the Staff that the Company will revise the presentation of its consolidated statement of cash flows to provide for the separate
presentation of accounts payable from operating activities from accrued and other current and non-current liabilities, beginning with its first quarter 2025 Quarterly Report on Form 10-Q. For example, for the six months ended December 31, 2024 and 2023, the change in Accounts payable equaled $14,731 and ($11,622), respectively, and the change in Accrued and other current and non-current
liabilities equaled ($4,189) and ($42,411), respectively. * * * * * *
 -3-

 Should any member of the Staff have any questions or comments with respect to the enclosed
materials, please do not hesitate to contact Robert H. Langer at (212) 631-5728.

 Sincerely,

 /s/ Robert H. Langer

 Robert H. Langer

 Executive Vice President, Chief Financial Officer and Treasurer
 Sphere Entertainment Co.

 cc:
 Gregory Brunner, Sphere Entertainment Co.
 Robert W. Downes, Esq., Sullivan & Cromwell LLP
 -4-

March 6, 2025
Robert H. Langer
Executive Vice President, Chief Financial Officer and Treasurer
Sphere Entertainment Co.
Two Penn Plaza,
New York, NY 10121
Re:Sphere Entertainment Co.
Form 10-KT for Transition Period Ended December 31, 2024
File No. 001-39245
Dear Robert H. Langer:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-KT for Transition Period Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Cash Flow Discussion, page 76
1.Please revise your analysis of cash flow changes to explain the underlying business
reasons for material changes between periods in your operating cash flows. For
example, discuss the underlying business reasons for material changes in working
capital line items between periods, including, but not limited to, accounts receivable,
prepaid expenses and other current and non-current assets as well as accounts payable,
accrued and other current and non-current liabilities. Refer to Item 303 of Regulation
S-K and SEC Release No. 33-8350.
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-11
2.Please present changes in accounts payable pertaining to operating activities
separately from accrued and other current and non-current liabilities. Refer to ASC
230-10-45-29.

March 6, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Valeria Franks at 202-551-7705 or Rufus Decker at 202-551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
December 14, 2022
David Byrnes
Executive Vice President and Chief Financial Officer
Madison Square Garden Entertainment Corp.
Two Penn Plaza
New York, NY 10121
Re:Madison Square Garden Entertainment Corp.
Form 10-K for Fiscal Year Ended June 30, 2022
Filed August 19, 2022
File No. 001-39245
Dear David Byrnes:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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CORRESP

 VIA EDGAR CORRESPONDENCE

December 8, 2022

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549-9303

Attention:
 Suying Li

 Lyn Shenk

Re:
 Madison Square Garden Entertainment Corp.

Form 10-K for Fiscal Year Ended June 30, 2022

Filed August 19, 2022

 File No. 001-39245

 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 November 23, 2022, concerning the Annual Report on Form 10-K for Fiscal Year Ended June 30, 2022 (the “10-K”) of
Madison Square Garden Entertainment Corp. (“the Company”).

 For your convenience, we have set forth the comments from your
letter in bold immediately followed by the applicable responses. Unless otherwise indicated, capitalized terms used herein have the meanings set forth in the 10-K, and references herein to page numbers and
section headings refer to page numbers and section headings in the 10-K, as noted.

 Form 10-K for Fiscal Year Ended June 30, 2022

 Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations

 Adjusted operating income (loss) (“AOI”), page 63

1.
 Please tell us your calculation of the non-GAAP adjustment for non-cash portion of arena license fees from MSG Sports in fiscal years 2022 and 2021. Please also tell us how you determined that this adjustment does not substitute individually tailored recognition and measurement
methods for those of GAAP. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

 Company Response: In response to the Staff’s comment regarding the calculation
of the non-cash portion of arena license fees from MSG Sports, we respectfully provide the following information for the supplemental information of the Staff:

The arena license agreements (the “Arena License Agreements”) with Madison Square Garden Sports Corp. (“MSGS”) include
fees charged to MSGS for the use of The Madison Square Garden Arena (the “Arena”) by the Knicks and Rangers (the “Teams”) and include the terms outlining the fees paid by each Team to the Company during such use as well as the
services to be provided by the Arena during the Teams’ periods of use and any revenue sharing provisions related to these services. The Arena License Agreements were executed in April 2020, have 35-year
terms and stipulate an initial annual license fee in the first year, which then increases by 3% in each subsequent year. The Arena License Agreements were deemed to contain an operating lease under Financial Accounting Standards Board Accounting
Standards Codification (“FASB ASC”) Topic 842, Leases (“ASC 842”) (with the Company as a lessor), which requires income from the lease component to be recognized on a straight-line basis, including the 3% fixed annual
increase, over the 35-year term. The non-cash portion of Arena license fees from MSGS consist of the difference between the straight-line lease income recognized under
ASC 842 for the respective year and the cash received throughout the year in twelve equal installments.

 In response to the Staff’s
comment, the Company proposes to include a footnote appearing below the AOI reconciliation table in its future filings that will describe this adjustment as follows:

•

 “This adjustment represents the non-cash portion of operating lease
revenue related to the Company’s Arena License Agreements with MSG Sports. Pursuant to GAAP, recognition of operating lease revenue is recorded on a straight-line basis over the term of the agreement based upon the value of total future
payments under the arrangement. As a result, operating lease revenue is comprised of a contractual cash component plus or minus a non-cash component for each period presented. Operating income on a GAAP basis
includes lease income of (i) $[XX] of revenue collected in cash and (ii) a non-cash portion of $[XX] for the year ended June 30, 20XX, respectively.”

The Company has considered the guidance denoted in Question 100.04 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations (“C&DI”), SEC Regulation S-K Item 10(e), and Regulation G, and respectfully advises the Staff that it believes that this adjustment is not inconsistent
with the non-GAAP disclosure framework for the reasons discussed herein. The Company believes that the inclusion in AOI of an adjustment for non-cash operating lease
revenue assists management, investors, and analysts in assessing the performance of the Company in a manner consistent with the contractual arrangement in place with MSGS. The Company respectfully advises the Staff that, for the reasons described in
more detail below, it believes that supplementally presenting the non-cash portion of operating lease revenue as an adjustment to AOI is useful to investors in evaluating the Company’s performance on a period-to-period basis.

 -2-

 As noted above, the Company is the lessor in 35-year
Arena License Agreements with MSGS. These agreements contain an escalation clause that results in higher cash operating lease revenue in the later periods of the term as opposed to at inception; however, the associated income is recognized in the
Company’s statements of operations based on a straight-line calculation over the life of the agreements. Accordingly, adjustments for non-cash operating lease revenue decrease AOI in the earlier years of
these agreements. In the later years of these agreements, the trend reverses, and cash operating lease revenue will exceed straight-line operating lease revenue. Management will present this adjustment consistently for all periods regardless of
whether it is beneficial to AOI or not, which we believe complies with C&DI Question 100.02.

 The long-term nature of the Arena
License Agreements creates a material item for investors to understand when relying upon the Company’s financial statements. Management has historically used AOI, inclusive of the adjustment related to the
non-cash portion of Arena license fees, when assessing the Company’s performance. Therefore, if the Company does not apply an adjustment to reflect the non-cash
component of operating lease revenue, investors could be left with a suboptimal picture of the business’ ability to generate income in excess of cash operating costs. Although the straight-line recognition under ASC 842 reduces variability in
the amount of operating lease revenue over the term of the Arena License Agreements, the Company understands that investors focus on the Company’s actual economic operating lease revenue over a shorter period of time, such as one or more
reporting periods as an incremental data point to the presentation required by ASC 842.

 The Company believes that AOI, which is a measure
of the Company’s ongoing core operating performance, supplements the investors’ understanding of its operating performance by excluding the non-cash portion of operating lease revenue, which is not
indicative of the Company’s actual operating lease revenue structure as it exists over such reporting period being evaluated by investors. The Company believes that the inclusion in the AOI calculation of the amount and direction of the
adjustment for the non-cash portion of operating lease revenue in each period will not be used in isolation by investors, but rather will supplement the Company’s financial statement disclosures and
management’s discussion and analysis of financial condition and results of operations.

 Finally, the Company believes that providing
this incremental disclosure will also be helpful to investors in future years, as when the adjustment to AOI turns neutral or positive, investors will have a more complete understanding of the inflationary impact associated with contractual
increases in operating lease revenue. This supplemental information will enhance investors’ ability to evaluate the Company’s recognition of revenue in an amount that may be less than its actual cash received.

 -3-

 While management notes that the long-term nature of these agreements creates a noteworthy
and important data point for the relevance of the above-described adjustment, the Company also considered several other relevant pieces of guidance which we believe support the presentation in the Company’s AOI reconciliation. Please refer to
the below list for further details:

•

 Management respectfully notes that the credit agreement for MSG National Properties LLC, a subsidiary of the
Company, requires exclusion of the non-cash portion of Arena license fees adjustment in its calculation of AOI to evaluate covenant compliance. Management considered the guidance of C&DI Question 102.09 in
evaluating the presentation of this adjustment. Management notes that non-compliance with the provisions of its debt covenants under this agreement would result in an event of default. Management considered
the guidance of C&DI Question 102.09 in evaluating the presentation of this adjustment and believes that this adjustment is material to an understanding of the Company’s ability to comply with the covenants of its debt agreements.

•

 As disclosed in the Company’s most recent annual meeting proxy statement, senior management of the company
is compensated based upon a ratio that includes, and weights materially, AOI performance (inclusive of the adjustment related to the non-cash portion of Arena license fees) of the Company on a consolidated and
business unit basis. Management considered the guidance of SEC Regulation S-K Item 402, Instruction 5 when evaluating the non-cash portion of Arena license fees
adjustment.

•

 “Disclosure of target levels that are non-GAAP financial measures
will not be subject to Regulation G and Item 10(e) of Regulation S-K; however, disclosure must be provided as to how the number is calculated from the registrant’s audited financial statements.”

 In response to the Staff’s comment, the Company proposes to expand its disclosure in the introduction paragraph of
its AOI measures in its future filings to supplementally discuss the above facts.

 -4-

2.
 Please disclose the nature of the adjustment for other purchase accounting and explain why you believe the
impact of purchase accounting adjustments related to business acquisitions should be excluded from the adjusted operating income calculation.

Company Response: In response to the Staff’s comment, the Company respectfully advises that the purchase accounting adjustments
primarily relate to the add back of net balances for the amortization of favorable and unfavorable leases acquired in business combinations. Management considered the guidance of C&DI 100.03 and determined that this adjustment was necessary to
present a complete picture of all effects of business combinations. Management notes that such balances are recorded as Selling, general and administrative expenses as required under GAAP but are non-cash in
nature similar to the Depreciation and amortization expenses. The Company adjusts for these purchase accounting items because it does not consider the non-cash costs related to business combinations to be
indicative of the ongoing operating performance of the Company as they result from an event that is non-recurring, thereby enhancing comparability.

Cash Flow Discussion, page 79

3.
 Your presentation of the subtotal of net income (loss) and adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities appears to be a non-GAAP measure. Please either remove this subtotal or provide the disclosure required by Item 10(e) of Regulation S-K.

 Company Response: In response to the Staff’s comment, in future
filings, the Company will revise the disclosure to eliminate the subtotal of net income (loss) and adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities.

* * * * * *

 -5-

 Should any member of the Staff have any questions or comments with respect to the enclosed
materials, please do not hesitate to contact David F. Byrnes at (212) 631-5308.

Sincerely,

/s/ David F. Byrnes

David F. Byrnes

 Executive Vice President and Chief Financial Officer

Madison Square Garden Entertainment Corp.

cc:
 Courtney Zeppetella, Madison Square Garden Entertainment Corp.

Robert W. Downes, Esq., Sullivan & Cromwell LLP

 -6-

United States securities and exchange commission logo
November 23, 2022
David Byrnes
Executive Vice President and Chief Financial Officer
Madison Square Garden Entertainment Corp.
Two Penn Plaza
New York, NY 10121
Re:Madison Square Garden Entertainment Corp.
Form 10-K for Fiscal Year Ended June 30, 2022
Filed August 19, 2022
File No. 001-39245
Dear David Byrnes:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended June 30, 2022
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Adjusted operating income (loss) ("AOI"), page 63
1.Please tell us your calculation of the non-GAAP adjustment for non-cash portion of arena
license fees from MSG Sports in fiscal years 2022 and 2021.  Please also tell us how you
determined that this adjustment does not substitute individually tailored recognition and
measurement methods for those of GAAP.  Refer to Question 100.04 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.
2.Please disclose the nature of the adjustment for other purchase accounting and explain
why you believe the impact of purchase accounting adjustments related to business
acquisitions should be excluded from the adjusted operating income calculation.

 FirstName LastNameDavid Byrnes
 Comapany NameMadison Square Garden Entertainment Corp.
 November 23, 2022 Page 2
 FirstName LastName
David Byrnes
Madison Square Garden Entertainment Corp.
November 23, 2022
Page 2
Cash Flow Discussion, page 79
3.Your presentation of the subtotal of net income (loss) and adjustments to reconcile net
income (loss) to net cash provided by (used in) operating activities appears to be a non-
GAAP measure.  Please either remove this subtotal or provide the disclosure required by
Item 10(e) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Suying Li at (202) 551-3335 or Lyn Shenk at (202) 551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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CORRESP

 [MSG Entertainment Letterhead]

June 2, 2021

 Via EDGAR

United States Securities and Exchange Commission,

 Division of
Corporation Finance,

 100 F Street, N.E.,

 Washington, D.C.
20549

 Attention: Donald Field

Re:
 Request for Acceleration of Effectiveness

Madison Square Garden Entertainment Corp. Registration Statement on Form S-4 (File No. 333-255859)

 Dear Mr. Field:

Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the “Commission”)
promulgated under the Securities Act of 1933, as amended, Madison Square Garden Entertainment Corp. hereby respectfully requests that the effectiveness of the above referenced registration statement on Form
S-4, File No. 333-255859, as amended, be accelerated by the Commission so that it will become effective at 4:00 p.m. Eastern Time on June 4, 2021, or as soon
thereafter as practicable.

 Please contact Robert W. Downes of Sullivan & Cromwell LLP at (212) 558-4312
or downesr@sullcrom.com with any questions you may have. In addition, please notify Mr. Downes when this request for acceleration has been granted.

 Very truly yours,

 Madison Square Garden Entertainment Corp.

By:

/s/ Scott S. Packman

 Name:

 Scott S. Packman

Title:

Executive Vice President and General Counsel

cc:
 Francis J. Aquila

Robert W. Downes

(Sullivan & Cromwell LLP)

[Signature Page for S-4 Acceleration Request]

United States securities and exchange commission logo
May 13, 2021
James L. Dolan
Chief Executive Officer
Madison Square Garden Entertainment Corp.
Two Pennsylvania Plaza
New York, NY 10121
Re:Madison Square Garden Entertainment Corp.
Registration Statement on Form S-4
Filed May 7, 2021
File No. 333-255859
Dear Mr. Dolan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

April 6, 2020
James L. Dolan
Chief Executive Officer
MSG Entertainment Spinco, Inc.
Two Pennsylvania Plaza
New York, NY 10121
Re:MSG Entertainment Spinco, Inc.
Registration Statement on Form 10-12B
Filed March 6, 2020
File No. 001-39245
Dear Mr. Dolan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Robert W. Downes, Esq.

CORRESP
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acceleration request

 April 2, 2020

VIA EDGAR

 Justin Dobbie

Legal Branch Chief

 Office of Trade and Services

Division of Corporate Finance

 Securities and Exchange Commission

 100 F. Street, N.E.

 Washington, D.C. 20549-9303

Re:

MSG Entertainment Spinco, Inc.
Form 10-12B
File No. 001-39245

 Ladies and Gentlemen:

Pursuant to Section 12(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and Rule 12d1-2 promulgated thereunder, MSG Entertainment Spinco, Inc. (the “Company”) hereby respectfully requests that the effective date of its Registration Statement on Form 10 (Commission File No. 001-39245) be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m., Eastern Time, on April 6, 2020, or as soon thereafter as practicable.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the Company’s counsel,
Robert W. Downes of Sullivan & Cromwell LLP, at (212) 558-4312, with written confirmation sent by facsimile to (212) 291-9043 and by mail, when
practicable, to the address listed on the cover of the Registration Statement.

 * * *

 Sincerely,

MSG ENTERTAINMENT SPINCO, INC.

By:

/s/ Philip D’Ambrosio

 Name: Philip D’Ambrosio

 Title:
  Interim Chief Financial Officer, Treasurer and Secretary

CORRESP
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CORRESP

 April 1, 2020

Justin Dobbie

 Legal Branch Chief

Office of Trade & Services

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-9303

Re:
 MSG Entertainment Spinco, Inc.

 Amendment No. 2 to Registration Statement on Form 10

 Filed on March 26, 2020

 File No. 001-39245

Dear Mr. Dobbie:

 This letter responds to
the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”), dated March 27, 2020, regarding Amendment No. 2 to the Registration Statement on Form 10 (the “Form 10”) of MSG Entertainment
Spinco, Inc. (the “Company”) filed by the Company on March 26, 2020. 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 attached as Exhibit 99.1 to Amendment No. 2 to the Form 10 filed on March 26, 2020 and page references in the responses refer to page numbers in the marked copy of the Information Statement (the “Information Statement”)
attached as Exhibit 99.1 to Amendment No. 3 to the Form 10 filed on April 1, 2020.

 Amendment No. 2 to Registration Statement on Form
10-12B

 Exhibit 99.1

Selected Historical and Unaudited Pro Forma Combined Financial Data, page 12

1.
 We note your revenues for the pro forma combined six months ended December 31, 2019 and year ended
June 30, 2019 as disclosed here are not consistent with the unaudited pro forma combined statements of operations beginning on page 72 due to separately captioned lease revenue on page 72. Please revise for consistency.

 Company Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 12
to 14 of the Information Statement.

 Unaudited Pro Forma Combined Financial information

Notes to Unaudited Pro Forma Combined Financial Statements, page 74

2.
 Please expand footnote (s) to your pro forma financial information to more clearly explain how each
adjustment for the probable disposition of the Forum is calculated including quantifying any components that comprise the adjustment as well as describing any assumptions involved in their calculation. Reference is made to Rule 11-02(b)(6) of Regulation S-X.

 Company
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 67 to 80 of the Information Statement.

* * * * * *

 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/ Philip D’Ambrosio

Philip D’Ambrosio

 Interim Chief Financial Officer,

 Treasurer and
Secretary

cc:
 Robert W. Downes, Esq., Sullivan & Cromwell LLP

 Robert P. Nardone, KPMG LLP

 Tonya K. Aldave, Securities and Exchange Commission

 Lyn Shenk, Securities and Exchange Commission

 Scott Stringer, Securities and Exchange Commission

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CORRESP

 March 30, 2020

Justin Dobbie

 Legal Branch Chief

Office of Trade & Services

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-9303

Re:
 MSG Entertainment Spinco, Inc.

 Amendment No. 2 to Registration Statement on Form 10

 Filed on March 26, 2020

 File No. 001-39245

Dear Mr. Dobbie:

 We respectfully submit
this letter and the accompanying attachment in supplemental form (the “Disclosure Supplement”), which sets forth the proposed revisions to our disclosure for the Staff of the Securities and Exchange Commission (the “Staff”) in
response to the Staff’s comment letter, dated March 27, 2020, regarding Amendment No. 2 to the Registration Statement on Form 10 (the “Form 10”) of MSG Entertainment Spinco, Inc. (the “Company”) filed by the
Company on March 26, 2020. We currently plan to file Amendment No. 3 to the Form 10 to respond to the comments of the Staff and to incorporate certain other updates, including the remaining information that was left blank in Amendment
No. 2 to the Form 10, on Wednesday, April 1, 2020. We would be happy to discuss with the Staff the proposed revisions in the Disclosure Supplement to the extent helpful to the Staff.

Amendment No. 2 to Registration Statement on Form 10-12B

Exhibit 99.1

 Selected Historical and
Unaudited Pro Forma Combined Financial Data, page 12

1.
 We note your revenues for the pro forma combined six months ended December 31, 2019 and year ended
June 30, 2019 as disclosed here are not consistent with the unaudited pro forma combined statements of operations beginning on page 72 due to separately captioned lease revenue on page 72. Please revise for consistency.

 Company Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 12 to
14 of the Information Statement included as Exhibit 99.1 of the Form 10, as set forth on Annex A to the Disclosure Supplement.

 Unaudited Pro Forma
Combined Financial information

 Notes to Unaudited Pro Forma Combined Financial Statements, page 74

2.
 Please expand footnote (s) to your pro forma financial information to more clearly explain how each
adjustment for the probable disposition of the Forum is calculated including quantifying any components that comprise the adjustment as well as describing any assumptions involved in their calculation. Reference is made to Rule 11-02(b)(6) of Regulation S-X.

 Company
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 67 to 79 of the Information Statement included as Exhibit 99.1 of the Form 10, as set forth on Annex B to the Disclosure Supplement.

* * * * * *

 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/ Philip D’Ambrosio

Philip D’Ambrosio

 Interim Chief Financial Officer,

 Treasurer and
Secretary

 (Enclosure)

cc:
 Robert W. Downes, Esq., Sullivan & Cromwell LLP

Robert P. Nardone, KPMG LLP

Tonya K. Aldave, Securities and Exchange Commission

Lyn Shenk, Securities and Exchange Commission

Scott Stringer, Securities and Exchange Commission

 Annex A

SELECTED HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The historical operating and balance sheet data included in the following selected financial data table have been derived from the combined
financial statements as of December 31, 2019 and June 30, 2019 and for the six months ended December 31, 2019 and 2018 and the combined financial statements as of June 30, 2019, 2018 and 2017 and for the three years ended June 30, 2019, 2018 and
2017 of Spinco. The historical financial information presented below does not necessarily reflect what our results of operations and financial position would have been if we had operated as a separate publicly-traded entity during those periods. The
selected historical financial data presented below should be read in conjunction with the combined financial statements included elsewhere in this information statement and with “Management’s Discussion and Analysis of Financial Condition
and Results of Operations.”

 Also set forth below are summary unaudited pro forma combined balance sheet data as of December 31,
2019 and summary unaudited pro forma combined statements of income data for the six months ended December 31, 2019 and the year ended June 30, 2019. See “Unaudited Pro Forma Combined Financial Information” for more information.

 As discussed in note (a) below, our operating results for the year ended June 30, 2018 are not directly comparable with the year ended
June 30, 2017 primarily due to the timing of our acquisition of a controlling interest in Tao Group Hospitality.

Pro Forma Combined (f) (h)

Historical

Six Months Ended
December 31,

Year Ended
June 30,

Six Months Ended
December 31,

Years Ended June 30,

2019

2019

2019

2018

2019

2018

2017

(in thousands, except per share information)

 Operating Data (a), (b):

 Revenues

$
 535,719

$
973,828

$
567,177

$
582,366

$
1,048,909

$
988,990

$
711,022

 Lease Revenues

33,421

70,798

—

—

—

—

—

 Operating income (loss)

(2,068
)

(43,387
)

(455
)

31,110

(45,597
)

(31,282
)

(98,406
)

 Net income (loss)

16,970

(35,128
)

22,284

48,811

(30,138
)

1,887

(112,611
)

 Less: Net loss attributable to redeemable noncontrolling interests

(1,404
)

(7,299
)

(1,404
)

(3,655
)

(7,299
)

(628
)

(4,370
)

 Less: Net income (loss) attributable to nonredeemable noncontrolling interests

(157
)

(4,945
)

(157
)

(2,441
)

(4,945
)

(4,383
)

304

 Net income (loss) attributable to the Company

$
 18,531

$
 (22,884
)

$
 23,845

$
 54,907

$
 (17,894
)

$
 6,898

$
(108,545
)

Balance Sheet Data
(a):

 Total assets

$
4,193,049

$
3,579,993

$
3,325,651

$
3,315,759

$
3,287,771

$
3,271,497

 Long-term debt (including current portion), net of deferred financing costs (c)

257,952

35,952

102,846

54,598

105,700

105,433

 Total Company divisional/stockholders’ equity

3,091,127

2,605,885

2,572,299

2,572,048

2,478,113

2,442,418

 Pro forma earnings (loss) per share
(d)

 Basic

$
 0.78

$
 (0.96
)

 Diluted

$
0.77

$
 (0.96
)

 Pro forma weighted-average common shares outstanding (d):

 Basic

23,870

23,767

 Diluted

23,977

23,767

Pro Forma (f) (h)

Six Months
Ended
December 31,

Year Ended
June 30,

2019

2019

(in thousands, except per
share information)

 Other Financial Data:

 Reconciliation of Operating income (loss) to Adjusted operating income (loss) (e)

 Operating income (loss) (f)

$
 (2,068
)

$
(43,387
)

 Share-based compensation

16,025

37,780

 Depreciation and
amortization (g)

50,600

101,828

 Other purchase accounting adjustments

3,396

4,764

 Adjusted operating income

$
67,953

$
100,985

(a)
 Operating and balance sheet data beginning in fiscal year 2017 includes results from the acquisition of Tao
Group Hospitality operating information from February 1, 2017 to March 26, 2017. Operating and balance sheet data beginning in fiscal year 2018 includes results from the acquisition of Obscura Digital (“Obscura”) since the acquisition date
of November 20, 2017. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Overview — Factors Affecting Operating Results.” In addition, see “Combined Financial
Statements as of June 30, 2019 and 2018 and for the Three Years Ended June 30, 2019, 2018 and 2017 — Notes to Combined Financial Statements — Note 2. Summary of Significant Accounting Policies — Business Combinations and
Noncontrolling Interests and Note 17. Acquisitions” for more information on our acquisition of Tao Group Hospitality.

(b)
 The Company’s operating results for the year ended June 30, 2019 were impacted by the adoption of
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606. The Company used the modified retrospective method of adoption. Results for reporting periods beginning after July 1, 2018 are
presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the historic accounting guidance under ASC Topic 605. See “Combined Financial Statements as of June 30, 2019 and 2018 and
for the Three Years Ended June 30, 2019, 2018 and 2017 — Notes to Combined Financial Statements — Note 2. Summary of Significant Accounting Policies — Recently Adopted Accounting Pronouncements” for more information.

(c)
 Historical long-term debt presented above is net of debt issuance costs of $935 and $3,144 as of December 31,
2019 and 2018, respectively, and $1,039, $3,613, and $4,567 as of June 30, 2019, 2018 and 2017, respectively. See “Combined Financial Statements as of December 31, 2019 and June 30, 2019 and for the Six Months Ended December 31, 2019 and 2018
— Notes to Combined Financial Statements — Note 10. Credit Facilities” and “Combined Financial Statements as of June 30, 2019 and 2018 and for the Three Years Ended June 30, 2019, 2018 and 2017 — Notes to Combined Financial
Statements — Note 10. Credit Facilities” for more information. See note c) within the Unaudited Pro Forma Combined Financial Information for further information on pro forma long-term debt.

(d)
 Pro forma earnings per share and pro forma weighted-average basic shares outstanding are based on the number of
shares of MSG Class A Common Stock and MSG Class B Common Stock outstanding of 23.9 million during the six months ended December 31, 2019 and 23.8 million during the year ended June 30, 2019, respectively. Spinco’s weighted average shares
outstanding assumes a distribution ratio of one share of our common stock for each share of MSG Class A Common Stock and MSG Class B Common Stock held on the record date of the Distribution. See note (r) within the Unaudited Pro Forma Combined
Financial Information for further information.

(e)
 The Company defines adjusted operating income (loss), which is a non-U.S. generally accepted accounting
principles (“GAAP”) financial measure, as operating income (loss) before (i) depreciation, amortization and

impairments of property and equipment and intangible assets, (ii) share-based compensation expense or benefit, (iii) restructuring charges or credits, (iv) gains or losses on sales
or dispositions of businesses and (v) the impact of purchase accounting adjustments related to business acquisitions. Because it is based upon operating income (loss), adjusted operating income (loss) also excludes interest expense (including
cash interest expense) and other non-operating income and expense items. The Company believes that the exclusion of share-based compensation expense or benefit allows investors to better track the performance of the various operating units
of the Company’s business without regard to the settlement of an obligation that is not expected to be made in cash.

The Company believes adjusted operating income (loss) is an appropriate measure for evaluating the operating performance of the Company on a
combined basis. Adjusted operating income (loss) and similar measures with similar titles are common performance measures used by investors and analysts to analyze the Company’s performance. The Company uses revenues and adjusted operating
income (loss) measures as the most important indicators of its business performance and evaluates management’s effectiveness with specific reference to these indicators.

Adjusted operating income (loss) should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), cash
flows from operating activities, and other measures of performance and/or liquidity presented in accordance with GAAP. Since adjusted operating income (loss) is not a measure of performance calculated in accordance with GAAP, this measure may not be
comparable to similar measures with similar titles used by other companies. The Company has presented the components that reconcile operating income (loss), the most directly comparable GAAP financial measure, to adjusted operating income (loss).

(f)
 Included within operating income (loss) is $31,981 and $67,963 of pro forma lease revenue related to the
Company’s Arena License Agreements with MSG for the six months ended December 31, 2019 and the year ended June 30, 2019. Pursuant to GAAP, recognition of pro forma lease revenue is recorded on a straight-line basis over the term of
the lease based upon the value of total future payments under the arrangement. As a result, pro forma lease revenue is comprised of a contractual cash component and a non-cash component for each period presented. Pro forma lease revenue includes
(i) $19,570 and $38,000 of revenue collected in cash and (ii) a non-cash component of $12,411 and $29,963 for the six months ended December 31, 2019 and the year ended June 30, 2019, respectively. See note (l) within the
Unaudited Pro Forma Combined Financial Information for further information.

(g)
 Depreciation and amortization includes purchase accounting adjustments of $5,928 and $15,901 for the six months
ended December 31, 2019 and for the year ended June 30, 2019, respectively.

(h)
 In addition to giving effect to the Distribution, the pro forma results described herein reflect the probable
disposition of the Company’s ownership interest in the Forum in Inglewood, CA. On March 24, 2020, the Company signed a Membership Interest Purchase Agreement contemplating the sale of the Forum and the settlement of related litigation. Pursuant
to the Membership Interest Purchase Agreement, the buyer has agreed to pay the Company total cash consideration of $400,000 for the sale of the Forum and the legal settlement, subject to certain adjustments, and the transaction is estimated to
result in net proceeds to the Company of approximately $255,874 (which amount remains subject to change). The transaction is subject to customary closing conditions and is expected to close during the second calendar quarter of 2020.

 Annex B

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined balance sheet as of December 31, 2019 and the unaudited pro forma combined statements of
operations for the six months ended December 31, 2019 and the year ended June 30, 2019 have been derived from the historical annual and interim combined financial statements of MSG Entertainment Spinco, Inc. (“Spinco” or the
“Company”), including the unaudited combined balance sheet as of December 31, 2019, the unaudited combined statement of operations for the six months ended December 31, 2019, and the audited combined statement of operations for
the year ended June 30, 2019, included elsewhere in this information statement. The unaudited pro forma combined financial statements presented below should be read in conjunction with “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and our historical annual and interim combined financial statements and corresponding notes thereto included elsewhere in this information statement. The unaudited pro forma combined financial
statements reflect certain known impacts as a result of the Distribution to separate the Company from MSG, as well as the impact of the probable disposition of the Company’s ownership interest in the Forum a Company-owned venue in Inglewood,
California (the “Forum”). The pro forma adjustments give effect to amounts that are directly attributable to the transactions described below, factually supportable, and with respect to the unaudited pro forma combined statements of
operations, expected to have a continuing impact on the Company. The unaudited pro forma condensed combined balance sheet as of December 31, 2019, and the unaudited pro forma condensed combined statements of operations for the six months ended
December 31, 2019 and the year ended June 30, 2019, respe

March 27, 2020
James L. Dolan
Chief Executive Officer
MSG Entertainment Spinco, Inc.
Two Pennsylvania Plaza
New York, NY 10121
Re:MSG Entertainment Spinco, Inc.
Amendment No. 2 to Registration Statement on Form 10
Filed March 26, 2020
File No. 001-39245
Dear Mr. Dolan:
            We have reviewed your amended filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form 10
Exhibit 99.1
Selected Historical and Unaudited Pro Forma Combined Financial Data, page 12
1.We note your revenues for the pro forma combined six months ended December 31, 2019
and year ended June 30, 2019 as disclosed here are not consistent with the unaudited pro
forma combined statements of operations beginning on page 72 due to separately
captioned lease revenue on page 72.  Please revise for consistency.
Unaudited Pro Forma Combined Financial Information
Notes to Unaudited Pro Forma Combined Financial Statements, page 74
2.Please expand footnote (s) to your pro forma financial information to more clearly explain
how each adjustment for the probable disposition of the Forum is calculated including
quantifying any components that comprise the adjustment as well as describing any
assumptions involved in their calculation.  Reference is made to Rule 11-02(b)(6) of

 FirstName LastNameJames L. Dolan
 Comapany NameMSG Entertainment Spinco, Inc.
 March 27, 2020 Page 2
 FirstName LastName
James L. Dolan
MSG Entertainment Spinco, Inc.
March 27, 2020
Page 2
Regulation S-X.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Scott Stringer at (202) 551-3272 or Lyn Shenk at (202) 551-3380 if you
have questions regarding comments on the -financial statements and related matters.  Please
contact Tonya K. Aldave at (202) 551-3601 or Justin Dobbie at (202) 551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Robert W. Downes, Esq.

CORRESP
1
filename1.htm

CORRESP

 March 18, 2020

Justin Dobbie

 Legal Branch Chief

Office of Trade & Services

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-9303

Re:
 MSG Entertainment Spinco, Inc.

 Registration Statement on Form 10

 Filed on March 6, 2020

 File No. 001-39245

Dear Mr. Dobbie:

 This letter responds to
the comment letter from the Staff of the Securities and Exchange Commission (the “Commission”), dated March 13, 2020, regarding the Registration Statement on Form 10 (the “Form 10”) of MSG Entertainment Spinco, Inc. (the
“Company”) filed by the Company on March 6, 2020. The Company’s response to the comment letter follows.

 The Company
has filed today with Amendment No. 1 to the Form 10 all exhibits that were not included the initial Form 10 filed on March 6, 2020, but also respectfully notes that a form of each of the exhibits filed today (other than Exhibits 10.47, 10.48, 10.51,
10.52 and 10.53) was previously submitted with one of the Company’s Draft Registration Statements on Form 10.

 Registration Statement on Form 10-12B

 General

1.
 Please revise your exhibit index notes to indicate that portions of the Exhibits 10.4, 10.5, 10.18,
10.19, 10.21, and 10.23 through 10.26 have been omitted. Refer to Item 601(b)(10) of Regulation S-K.

Company Response: In response to the Staff’s comment, the Company has revised the exhibit list notes to the Form 10 to indicate
that portions of the Exhibits 10.4, 10.5, 10.18, 10.19, 10.21, and 10.23 through 10.26 have been omitted.

 * * * * * *

 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/ Philip D’Ambrosio

Philip D’Ambrosio

Interim Chief Financial Officer,

Treasurer and Secretary

cc:
 Robert W. Downes, Esq., Sullivan & Cromwell LLP

 Robert P. Nardone, KMPG LLP

 Tonya K. Aldave, Securities and Exchange Commission

 Lyn Shenk, Securities and Exchange Commission

 Scott Stringer, Securities and Exchange Commission

March 13, 2020
James L. Dolan
Chief Executive Officer
MSG Entertainment Spinco, Inc.
Two Pennsylvania Plaza
New York, NY 10121
Re:MSG Entertainment Spinco, Inc.
Registration Statement on Form 10
Filed March 6, 2020
File No. 001-39245
Dear Mr. Dolan:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Registration Statement on Form 10-12B
General
1.Please revise your exhibit index notes to indicate that portions of the Exhibits 10.4, 10.5,
10.18, 10.19, 10.21, and 10.23 through 10.26 have been omitted. Refer to Item 601(b)(10)
of Regulation S-K.

 FirstName LastNameJames L. Dolan
 Comapany NameMSG Entertainment Spinco, Inc.
 March 13, 2020 Page 2
 FirstName LastName
James L. Dolan
MSG Entertainment Spinco, Inc.
March 13, 2020
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Scott Stringer at (202) 551-3272 or Lyn Shenk, Accounting Branch
Chief, at (202) 551-3380 if you have questions regarding comments on the financial statements
and related matters. Please contact Tonya K. Aldave at (202) 551-3601 or Justin Dobbie, Legal
Branch Chief, at (202) 551-3469 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Robert W. Downes, Esq.

January 28, 2020
James L. Dolan
Chief Executive Officer
MSG Entertainment Spinco, Inc.
Two Pennsylvania Plaza
New York, NY 10121
Re:MSG Entertainment Spinco, Inc.
Amendment No. 1 to Draft Registration Statement on Form 10
Submitted on January 13, 2020
CIK No. 0001795250
Dear Mr. Dolan:
            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.
Amendment No. 1 to Draft Registration Statement on Form 10
Exhibit 99.1
Legal Proceedings, page 58
1.We note your disclosure that the litigation relating to the compensation package of James
L. Dolan was stayed until December 19, 2019.  Please provide updated disclosure relating
to this litigation.
Note 1. Description of Business, page F-9
2.We note your response to our prior comment 10 and your conclusion that you have a
single operating segment.  However, on page five of your response you state that the
CODM, James Dolan, is responsible for the allocation of resources and assessment of

 FirstName LastNameJames L. Dolan
 Comapany NameMSG Entertainment Spinco, Inc.
 January 28, 2020 Page 2
 FirstName LastNameJames L. Dolan
MSG Entertainment Spinco, Inc.
January 28, 2020
Page 2
performance of MSG’s operating segments, including all operating segments within the
Entertainment reportable segment which will represent substantially all of the Company’s
operations upon separation.  Please tell us to what “all operating segments” refers and
whether the Entertainment reportable segment of MSG does, in fact, consist of multiple
operating segments.
3.You state that the CODM will be solely responsible for determining how resources will be
allocated across the enterprise.  Please tell us how the CODM ensures resources are
allocated to the various components in the most effective manner to drive shareholder
value without the use of component-level data.  Please also tell us what information the
CODM uses to make resource allocation decisions.
4.Please describe in further detail the President and segment manager, Andrew Lustgarten’s,
role, including in allocating resources to and assessing the performance of the components
of the Company, how his role in these tasks differs from the CODM’s role, and what
ability he has to make operating decisions.
5.You state the Company’s organizational chart indicates that component-level profit and
loss management will report directly to the President.  Please tell us whether these
managers currently meet with the President and whether the President does and/or will
receive and review operating results from those component managers.
6.Please tell us the financial information the CODM reviews to prepare for meetings with
the President and segment manager, the financial information discussed in those meetings,
and who else attends those meetings.
7.We note the description of operating results regularly reviewed by the CODM.  You state
a weekly report "aggregates information prepared by each component.”  Please clarify
whether a weekly report aggregates component information or whether it includes only
aggregated information.  You state the weekly reports do not include “full financial
information” for components.  Please tell us what information they include.
8.Please also tell us whether the CODM regularly reviews results on a basis other than
weekly and monthly, such as on a quarterly basis.  If so, tell us what information the
results include or are expected to include.
9.In your response to our prior comment 6, you state that a principal objective of MD&A is
to provide a narrative explanation of financial statements that enables investors to see the
company “through the eyes of management.”  We note your results of operations
disclosure in MD&A analyzes changes in both revenues and direct operating expenses by
categories even more granular than the components you identified on page 6 of your
response.  Please explain to us how the granular-level detail in MD&A is “through the
eyes of management” while at the same time the CODM doesn’t use component-level
financial information.
10.Your analysis of whether discrete financial information is available (ASC 280-10-50-1c)
on page seven appears to instead relate to the nature of operating results regularly

 FirstName LastNameJames L. Dolan
 Comapany NameMSG Entertainment Spinco, Inc.
 January 28, 2020 Page 3
 FirstName LastName
James L. Dolan
MSG Entertainment Spinco, Inc.
January 28, 2020
Page 3
reviewed by the CODM.  Please specifically address whether discrete financial
information for your components is available.
Notes to Consolidated Financial Statements
Note 3. Revenue Recognition, page F-26
11.We note your response to our prior comment 11.  With regard to disaggregated revenue
disclosures, you state you selected “(e) timing of transfer of goods or services” from the
examples of categories that might be appropriate in ASC 606-10-55-91 because a
significant portion of revenue is recognized over time.  Note that ASC 606 does not limit
selecting only a single basis of disaggregation from paragraph 55-91.  For example,
paragraph 50-5 states an entity shall disaggregate revenue recognized from contracts with
customers into categories that depict how the nature, amount, timing, and uncertainty of
revenue and cash flows are affected by economic factors.  We understand that the timing
of cash flows between suite licenses (upfront collection), ticket sales (upfront collection),
and entertainment dining and nightlife (point of sale collection) differ from each other.
We also note that your response to our prior comment 10 includes a list of business
activities from which you earn revenues (page seven) and that your MD&A includes a list
of changes in similar (but not the same) revenue categories for which you assess your
performance.  For these reasons, we believe you should reassess your evaluation of
disaggregation of revenue, which may include more than one type of category to meet the
objective in paragraph 606-10-50-5 for disaggregating revenue.  Paragraph 55-297
includes an example of disaggregation on the basis of several categories.
            You may contact Scott Stringer at (202) 551-3272 or Lyn Shenk, Accounting Branch
Chief, at (202) 551-3380 if you have questions regarding comments on the financial statements
and related matters.  Please contact Tonya K. Aldave at (202) 551-3601 or Justin Dobbie, Legal
Branch Chief, at (202) 551-3469 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Robert W. Downes, Esq.

December 23, 2019
James L. Dolan
Chief Executive Officer
MSG Entertainment Spinco, Inc.
Two Pennsylvania Plaza
New York, NY 10121
Re:MSG Entertainment Spinco, Inc.
Draft Registration Statement on Form 10
Submitted on December 3, 2019
CIK No. 0001795250
Dear Mr. Dolan:
            We have reviewed your 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.
Draft Registration Statement on Form 10
Exhibit 99.1
Summary
Our Strategy, page 2
1.We note your disclosure here and in other sections of the filing that MSG Sphere will
"deliver an entirely new guest experience."  Please briefly describe how this new venue
will provide an entirely new guest experience.
Key Challenges, page 5
2.Please revise this section to balance the summary disclosure by providing additional detail
regarding each of the key challenges that may be material to the business.  Please discuss,

 FirstName LastNameJames L. Dolan
 Comapany NameMSG Entertainment Spinco, Inc.
 December 23, 2019 Page 2
 FirstName LastName
James L. Dolan
MSG Entertainment Spinco, Inc.
December 23, 2019
Page 2
for example, the projected costs associated with the MSG Sphere venues and the potential
costs overruns and the challenges those projects present for the business.
Questions and Answers about the Distribution, page 11
3.Please add a question and answer that briefly and clearly describes what business and
assets will remain with MSG Sports and what types of business and assets will remain
with the new MSG Entertainment company.
4.Please add a question and answer to discuss the reasons behind the decision of the MSG
board of directors to pursue a revised plan for the separation of the sports and
entertainment businesses.
Management Discussion and Analysis of Financial Condition and Results of Operations
Proposed Distribution and Basis of Presentation, page 66
5.We note your disclosure in this section that completion of the spin-off transactions
requires "certain league approvals."  Please briefly describe what league approvals are
required.
Combined Results of Operations, page 73
6.When you identify more than one factor underlying the changes in your results please
quantify, to the extent practical, the impact of each material factor identified. For example,
on page 76 you identify four factors as contributing to the increase in selling general and
administrative expenses, however, none are quantified.  We note similar instances with
respect to your discussion, of earnings(loss) in equity method investments and
miscellaneous expenses, net.  Please refer to Item 303(a)(3) of Regulation S-K and SEC
Release No. 34-48960 for further guidance.
Executive Compensation
MSG's Post-Termination Compensation, page 121
7.Please advise, and revise if applicable, whether any of your named executive officers or
directors will receive payments under any of your agreements’ change of control
provisions triggered by this spin-off transaction.
Certain Relationships and Related Party Transactions, page 139
8.We note a general description of a number of agreements with related parties on pages
139-142. To the extent possible, please disclose the material terms and quantify the
amounts payable to MSG and/or you under each of these agreements.  In addition, if
material, please revise your MD&A section to include quantified disclosure of the
ongoing financial commitments you will have to MSG in connection with the separation.

 FirstName LastNameJames L. Dolan
 Comapany NameMSG Entertainment Spinco, Inc.
 December 23, 2019 Page 3
 FirstName LastName
James L. Dolan
MSG Entertainment Spinco, Inc.
December 23, 2019
Page 3
Security Ownership of Certain Beneficial Owners, page 147
9.Please include the information you have omitted from this section or tell us why you are
unable to do so.
Notes to Combined Financial Statements
Note 1. Description of Business, page F-9
10.Please tell us, and revise to disclose, the factors used to identify your reportable segments,
including the basis of organization (for example, whether management has chosen to
organize the company around differences in products and services, geographic areas, or a
combination of factors and whether operating segments have been aggregated).  Please
refer to ASC 280-10-50-21.  As part of your response, please also tell us how you
identified your operating segments based on the criteria provided in ASC 280-10-50-1
through 50-9 and provide us with a list of these operating segments.  To the extent you
have more than one operating segment, please tell us how you considered the aggregation
criteria in ASC 280-10-50-11 and the quantitative thresholds in ASC 280-10-50-12 in
determining your reportable segments.  Please be detailed in your response.
Note 3. Revenue Recognition, page F-26
11.We note your disclosure of disaggregation of revenue on page F-29 is based on the timing
of transfer of goods or services to customers.  We also note your disclosure of revenues by
component on page F-9.  Please tell us what the term component refers to.  Please provide
us with your analysis of the guidance in ASC 606-10-55-89 through 55-91 when selecting
the categories to use to disaggregate revenue.  In this regard, we note that in your results
of operations discussion in MD&A you quantify changes in major revenue categories such
as revenue from concerts, sporting events, Christmas Spectacular, entertainment, dining,
and nightlife offerings, etc.  Please consider whether providing disaggregated revenue on
that or a similar basis might provide better context for the factors quantified in MD&A
and reduce confusion between the revenue disclosures on pages F-9 and F-29, in which
certain revenue types are categorized differently in the two disclosures.
12.We note your disclosure on page F-27 that performance obligations with respect to event-
related revenues from the sale of tickets, venue license fees from third-party promoters,
sponsorships, concessions and merchandise are satisfied at the point of sale or as the
related event occurs.  Please revise this disclosure to clarify which performance
obligations are satisfied at the point of sale and which are satisfied as the event occurs.
13.We note your disclosure on page F-27 that management fee revenues which are earned in
accordance with specific venue management agreements are recorded over the period in
which the management services are performed.  Please clarify whether these revenues are
recognized ratably over the period or on some other basis.

 FirstName LastNameJames L. Dolan
 Comapany NameMSG Entertainment Spinco, Inc.
 December 23, 2019 Page 4
 FirstName LastName
James L. Dolan
MSG Entertainment Spinco, Inc.
December 23, 2019
Page 4
            You may contact Scott Stringer at (202) 551-3272 or Lyn Shenk, Accounting Branch
Chief, at (202) 551-3380 if you have questions regarding comments on the financial statements
and related matters.  Please contact Tonya K. Aldave at (202) 551-3601 or Justin Dobbie, Legal
Branch Chief, at (202) 551-3469 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Robert W. Downes, Esq.