--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-112870" form_type: "8-K" ticker: "MSGE" cik: "0001952073" company_name: "Madison Square Garden Entertainment Corp." filed_at: "2023-04-24T23:59:59+00:00" generated_at: "2026-06-16T19:44:47.497767+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # MSGE completes spin-off distribution of ~34.7M shares; Sphere retains 33% stake ## Summary - Distributed ~27.7M Class A and ~6.9M Class B shares to Sphere Entertainment holders as of April 14, 2023. - Sphere Entertainment Co. retained ~17M shares (~33%) of new MSGE common stock. - New MSGE entered into $65M delayed draw term loan facility with Sphere; matures Oct 20, 2024. - James L. Dolan elected director; board includes Dolan family members and three Class A directors. - Charter amended to authorize 120M Class A, 30M Class B, 15M preferred shares; name changed to MSGE. ## SEC filing metadata - accession: 0001193125-23-112870 - form_type: 8-K - ticker: MSGE - cik: 0001952073 - company_name: Madison Square Garden Entertainment Corp. - filed_at: 2023-04-24T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/d461401d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-112870 - JSON: https://secwatch.observer/filing/0001193125-23-112870.json - Plain text: https://secwatch.observer/filing/0001193125-23-112870.txt ## Key facts - Executive change James L. Dolan was elected as Director at Madison Square Garden Entertainment Corp.. - Action: elected - Role: Director source text: Designated as directors elected by the holders of the Company’s Class B Common Stock: • James L. Dolan • Charles F. Dolan • Charles P. Dolan • Marianne Dolan Weber • Paul J. Dolan • Quentin F. Dolan • Ryan T. Dolan • Thomas C. Dolan • Brian G. Sweeney evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Executive change Martin D. Bandier was elected as Director at Madison Square Garden Entertainment Corp.. - Action: elected - Role: Director source text: Designated as directors elected by the holders of the Company’s Class A Common Stock: • Martin D. Bandier • Donna Coleman • Frederic V. Salerno evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Executive change Brian G. Sweeney was elected as Director at Madison Square Garden Entertainment Corp.. - Action: elected - Role: Director source text: Designated as directors elected by the holders of the Company’s Class B Common Stock: • James L. Dolan • Charles F. Dolan • Charles P. Dolan • Marianne Dolan Weber • Paul J. Dolan • Quentin F. Dolan • Ryan T. Dolan • Thomas C. Dolan • Brian G. Sweeney evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Executive change Quentin F. Dolan was elected as Director at Madison Square Garden Entertainment Corp.. - Action: elected - Role: Director source text: Designated as directors elected by the holders of the Company’s Class B Common Stock: • James L. Dolan • Charles F. Dolan • Charles P. Dolan • Marianne Dolan Weber • Paul J. Dolan • Quentin F. Dolan • Ryan T. Dolan • Thomas C. Dolan • Brian G. Sweeney evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Executive change Charles P. Dolan was elected as Director at Madison Square Garden Entertainment Corp.. - Action: elected - Role: Director source text: Designated as directors elected by the holders of the Company’s Class B Common Stock: • James L. Dolan • Charles F. Dolan • Charles P. Dolan • Marianne Dolan Weber • Paul J. Dolan • Quentin F. Dolan • Ryan T. Dolan • Thomas C. Dolan • Brian G. Sweeney evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Executive change Thomas C. Dolan was elected as Director at Madison Square Garden Entertainment Corp.. - Action: elected - Role: Director source text: Designated as directors elected by the holders of the Company’s Class B Common Stock: • James L. Dolan • Charles F. Dolan • Charles P. Dolan • Marianne Dolan Weber • Paul J. Dolan • Quentin F. Dolan • Ryan T. Dolan • Thomas C. Dolan • Brian G. Sweeney evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Executive change Charles F. Dolan was elected as Director at Madison Square Garden Entertainment Corp.. - Action: elected - Role: Director source text: Designated as directors elected by the holders of the Company’s Class B Common Stock: • James L. Dolan • Charles F. Dolan • Charles P. Dolan • Marianne Dolan Weber • Paul J. Dolan • Quentin F. Dolan • Ryan T. Dolan • Thomas C. Dolan • Brian G. Sweeney evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Executive change Paul J. Dolan was elected as Director at Madison Square Garden Entertainment Corp.. - Action: elected - Role: Director source text: Designated as directors elected by the holders of the Company’s Class B Common Stock: • James L. Dolan • Charles F. Dolan • Charles P. Dolan • Marianne Dolan Weber • Paul J. Dolan • Quentin F. Dolan • Ryan T. Dolan • Thomas C. Dolan • Brian G. Sweeney evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Executive change Frederic V. Salerno was elected as Director at Madison Square Garden Entertainment Corp.. - Action: elected - Role: Director source text: Designated as directors elected by the holders of the Company’s Class A Common Stock: • Martin D. Bandier • Donna Coleman • Frederic V. Salerno evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Executive change Marianne Dolan Weber was elected as Director at Madison Square Garden Entertainment Corp.. - Action: elected - Role: Director source text: Designated as directors elected by the holders of the Company’s Class B Common Stock: • James L. Dolan • Charles F. Dolan • Charles P. Dolan • Marianne Dolan Weber • Paul J. Dolan • Quentin F. Dolan • Ryan T. Dolan • Thomas C. Dolan • Brian G. Sweeney evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Executive change Ryan T. Dolan was elected as Director at Madison Square Garden Entertainment Corp.. - Action: elected - Role: Director source text: Designated as directors elected by the holders of the Company’s Class B Common Stock: • James L. Dolan • Charles F. Dolan • Charles P. Dolan • Marianne Dolan Weber • Paul J. Dolan • Quentin F. Dolan • Ryan T. Dolan • Thomas C. Dolan • Brian G. Sweeney evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Executive change Donna Coleman was elected as Director at Madison Square Garden Entertainment Corp.. - Action: elected - Role: Director source text: Designated as directors elected by the holders of the Company’s Class A Common Stock: • Martin D. Bandier • Donna Coleman • Frederic V. Salerno evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Governance Changes Madison Square Garden Entertainment Corp.: Amended by-laws became effective immediately prior to the Distribution (effective 2023-04-20). - Change: bylaw amendment - Effective: 2023-04-20 source text: Also on April 20, 2023, the Company’s amended by-laws became effective immediately prior to the Distribution. The amended by-laws are attached as Exhibit 3.2 to this Current Report on Form 8-K, are incorporated into this Item 5.03 by reference, and are substantially in the form included as Exhibit 3.4 to the Form 10. evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Governance Changes Madison Square Garden Entertainment Corp.: Filed second amended and restated certificate of incorporation to change company name, reclassify common stock, and authorize new classes of stock (effective 2023-04-20). - Change: charter amendment - Effective: 2023-04-20 source text: On April 20, 2023, the Company filed with the Secretary of State of the State of Delaware its second amended and restated certificate of incorporation which, among other things, (i) effected the name change of the Company from MSGE Spinco, Inc. to Madison Square Garden Entertainment Corp., (ii) effected a reclassification of the Company’s common stock so that its outstanding common stock was reclassified into an aggregate of 44,713,521 shares of Class A Common Stock and 6,886,754 shares of Class B Common Stock, and (iii) authorized 165,000,000 shares for issuance, 120,000,000 shares of which are designated as Class A Common Stock, 30,000,000 of which are designated as Class B Common Stock, and 15,000,000 of which are designated as preferred stock, par value $0.01 per share. evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Material Agreements Madison Square Garden Entertainment Corp. terminated Release with RCPI and Sphere Group (effective 2023-04-18). - Action: termination - Counterparty: RCPI and Sphere Group - Effective: 2023-04-18 source text: RCPI and Sphere Group entered into a Release, dated as of April 18, 2023 (the "Release"), releasing Sphere Group from all obligations arising under its original guaranty of lease, dated as of September 18, 2015. evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Material Agreements Madison Square Garden Entertainment Corp. amended National Properties Amendment with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (effective 2023-04-18). - Action: amendment - Agreement: credit facility - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto - Effective: 2023-04-18 source text: On April 18, 2023, prior to and in connection with the Distribution, MSG National Properties, LLC ("National Properties"), a wholly-owned direct subsidiary of MSG Entertainment Holdings, LLC ("MSGEH"), entered into Amendment No. 1 to Credit Agreement and Waiver (the "National Properties Amendment") to the Credit Agreement, dated as of June 30, 2022 (the "National Properties Credit Agreement"), among National Properties, the guarantors party thereto, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent, pursuant to which, among other things, (a) the required lenders consented to the assignment of the equity interests in National Properties by Sphere Group to MSGEH in connection with the Distribution and (b) MSGEH became a guarantor under the National Properties Credit Agreement and Sphere Group was released from its guaranty and other obligations thereunder. evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Material Agreements Madison Square Garden Entertainment Corp. entered into New Guaranty with RCPI (effective 2023-04-18). - Action: entry - Counterparty: RCPI - Effective: 2023-04-18 source text: Radio City Lease Amendment On April 18, 2023, in connection with the Distribution, Radio City Productions LLC (“Radio City Productions”), a wholly owned subsidiary of the Company, and RCPI Landmark Properties, L.L.C. (“RCPI”) entered into the seventh amendment (the “Lease Amendment”) to a lease agreement dated December 4, 1997, as amended, pursuant to which Radio City Productions leases Radio City Music Hall and ancillary spaces (the “Lease”). evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Material Agreements Madison Square Garden Entertainment Corp. entered into DDTL Facility with Sphere Entertainment Co. valued at $65 million (effective 2023-04-20). - Action: entry - Agreement: credit facility - Counterparty: Sphere Entertainment Co. - Value: $65 million - Effective: 2023-04-20 source text: On April 20, 2023, MSGEH entered into a delayed draw term loan facility (the "DDTL Facility") with Sphere Entertainment. Pursuant to the DDTL Facility, MSGEH has committed to lend up to $65 million in delayed draw term loans to the Sphere Entertainment on an unsecured basis for a period of 18 months following the consummation of the Distribution. evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm - Material Agreements Madison Square Garden Entertainment Corp. amended Lease Amendment with RCPI Landmark Properties, L.L.C. (effective 2023-04-18). - Action: amendment - Agreement: lease - Counterparty: RCPI Landmark Properties, L.L.C. - Effective: 2023-04-18 source text: On April 18, 2023, in connection with the Distribution, Radio City Productions LLC ("Radio City Productions"), a wholly owned subsidiary of the Company, and RCPI Landmark Properties, L.L.C. ("RCPI") entered into the seventh amendment (the "Lease Amendment") to a lease agreement dated December 4, 1997, as amended, pursuant to which Radio City Productions leases Radio City Music Hall and ancillary spaces (the "Lease"). evidence_url: https://www.sec.gov/Archives/edgar/data/1952073/000119312523112870/0001193125-23-112870-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.