S-8

As filed with the Securities and Exchange Commission on December 6, 2022

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

Registration Statement

Under

The Securities Act of 1933

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

(Exact name of registrant as specified in its charter)

Delaware	84-3755666
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Two Pennsylvania Plaza

New York, New York 10121

(Address of principal executive offices, including zip code)

2020 Employee Stock Plan, as amended

2020 Stock Plan for Non-Employee Directors, as amended

(Full title of each plan)

Jamal H. Haughton

Executive Vice President and General Counsel

Two Pennsylvania Plaza

New York, New York 10121

(Name and address of agent for service)

(212) 465-6000

(Telephone number, including area code, of agent for service)

With a copy to:

Robert W. Downes, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act: ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Madison Square Garden Entertainment Corp. (the “Registrant”), to register an additional 1,500,000 shares of the Registrant’s Class A Common Stock, issuable under the Madison Square Garden Entertainment Corp. 2020 Employee Stock Plan, as amended, and an additional 100,000 shares of the Registrant’s Class A Common Stock, issuable under the Madison Square Garden Entertainment Corp. 2020 Stock Plan for Non-Employee Directors, as amended (collectively, the “Plans”). The Board of Directors of the Registrant approved the Plans on October 7, 2022, and on December 6, 2022, the Plans were approved by the Registrant’s stockholders at the annual meeting.

In accordance with General Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 registering 3,150,000 shares of Class A Common Stock issuable under the Plans and previously filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2020 (File No. 333-237718), and the Registrant’s Registration Statement on Form S-8 registering an additional 1,117,188 shares of Class A Common Stock under the Plans and previously filed with the SEC on July 9, 2021 (File No. 333-257817) are hereby incorporated by reference herein, except to the extent supplemented, amended or superseded by the information set forth therein or herein.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

All information required by Part I to be contained in the prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant are incorporated herein by reference (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

(a) Description of Capital Stock (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2021 filed with the SEC on August 23, 2021);

(b) The Registrant’s Annual Report on Form 10-K for the year ended June 30, 2022 filed with the SEC on August 19, 2022;

(c) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed with the SEC on November 9, 2022; and

(d) The Registrant’s Current Reports on Form 8-K filed with SEC on August  19, 2022 and November 9, 2022.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein to be a part hereof from the date of filing of such documents (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with Commission rules).

ITEM 8. EXHIBITS.

Exhibit Number	Exhibit
4.1	Amended and Restated Certificate of Incorporation of Madison Square Garden Entertainment Corp. (formerly MSG Entertainment Spinco, Inc.) (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 23, 2020).
4.2	Amended By-Laws of Madison Square Garden Entertainment Corp. (formerly MSG Entertainment Spinco, Inc.) (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 23, 2020).
4.3	2020 Employee Stock Plan, as amended (incorporated herein by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on October 26, 2022).
4.4	2020 Stock Plan for Non- Employee Directors, as amended (incorporated herein by reference to Annex C to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on October 26, 2022).
5	Opinion of Mark C. Cresitello.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of KPMG LLP.
23.3	Consent of Mark C. Cresitello (contained in the Opinion filed as Exhibit 5).
24	Power of Attorney (set forth on the signature page).
107	Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on this 6^th day of December, 2022.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.
By:	/s/ Jamal H. Haughton
Name:	Jamal H. Haughton
Title:	Executive Vice President and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Each person whose signature appears below hereby authorizes David F. Byrnes, Jamal H. Haughton and Mark C. Cresitello to file one or more amendments, including Post-Effective Amendments, to this Registration Statement, which Amendments may make such changes as any of them deems appropriate, and each person whose signature appears below, individually and in each capacity stated below, hereby appoints David F. Byrnes, Jamal H. Haughton and Mark C. Cresitello as Attorney-in-Fact to execute his or her name and on his or her behalf to file any such Amendments to this Registration Statement.

Name	Title	Date
/s/ James L. Dolan James L. Dolan	Executive Chairman and Chief Executive Officer (Principal Executive Officer) and Director	December 6, 2022
/s/ David F. Byrnes David F. Byrnes	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 6, 2022
/s/ Courtney M. Zeppetella Courtney M. Zeppetella	Senior Vice President, Controller and Chief Accounting Officer	December 6, 2022
/s/ Martin Bandier Martin Bandier	Director	December 6, 2022
/s/ Charles F. Dolan Charles F. Dolan	Director	December 6, 2022
/s/ Charles P. Dolan Charles P. Dolan	Director	December 6, 2022
/s/ Kristin A. Dolan Kristin A. Dolan	Director	December 6, 2022

/s/ Marianne Dolan Weber Marianne Dolan Weber	Director	December 6, 2022
/s/ Paul J. Dolan Paul J. Dolan	Director	December 6, 2022
/s/ Quentin F. Dolan Quentin F. Dolan	Director	December 6, 2022
/s/ Ryan T. Dolan Ryan T. Dolan	Director	December 6, 2022
/s/ Thomas C. Dolan Thomas C. Dolan	Director	December 6, 2022
/s/ Joseph J. Lhota Joseph J. Lhota	Director	December 6, 2022
/s/ Joel M. Litvin Joel M. Litvin	Director	December 6, 2022
/s/ Frederic V. Salerno Frederic V. Salerno	Director	December 6, 2022
/s/ Brian G. Sweeney Brian G. Sweeney	Director	December 6, 2022
/s/ John L. Sykes John L. Sykes	Director	December 6, 2022
/s/ Vincent Tese Vincent Tese	Director	December 6, 2022
/s/ Isiah L. Thomas III Isiah L. Thomas III	Director	December 6, 2022

EX-5

Exhibit 5

December 6, 2022

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE: MADISON SQUARE GARDEN ENTERTAINMENT CORP.

REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

I am Secretary of Madison Square Garden Entertainment Corp., a Delaware corporation (the “Corporation”), and, in such capacity, have acted as counsel to the Corporation in connection with the Corporation’s filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the registration of an aggregate of 1,600,000 shares of the Corporation’s Class A Common Stock, $0.01 par value per share (the “Shares”), issuable pursuant to the Corporation’s 2020 Employee Stock Plan, as amended and 2020 Stock Plan for Non-Employee Directors, as amended (the “Plans”).

In that capacity, I have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purpose of this opinion. Upon the basis of such examination, I advise you that in my opinion, when the Registration Statement becomes effective under the Securities Act of 1933, as amended (the “Act”), the terms of the sale of the Shares have been duly established in conformity with the Corporation’s Amended and Restated Certificate of Incorporation, and the Shares have been duly issued and sold as contemplated by the Registration Statement and in accordance with the Plans, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the General Corporation Law of the State of Delaware, and I express no opinions with respect to the laws of any other jurisdiction. The opinion expressed in this opinion letter is as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and I assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to my attention after that date or any changes in law that may occur or become effective after that date.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,
By:	/s/ Mark. C. Cresitello
	Mark C. Cresitello
	Secretary

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 19, 2022, relating to the financial statements of Madison Square Garden Entertainment Corp. and the effectiveness of Madison Square Garden Entertainment Corp.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Madison Square Garden Entertainment Corp. for the year ended June 30, 2022.

/s/ Deloitte & Touche LLP

New York, New York

December 6, 2022

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated August 19, 2022, with respect to the consolidated and combined financial statements of Madison Square Garden Entertainment Corp., incorporated herein by reference.

/s/ KPMG LLP

New York, New York

December 6, 2022

EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE

Form S-8

(Form type)

Madison Square Garden Entertainment Corp.

(Exact Name of Registrant as Specified in its Charter)

Table I: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A Common Stock, par value $.01 per share that may be issuable under the 2020 Employee Stock Plan, as amended	457 (c) and 457 (h)	1,500,000 (2)	$46.83 (3)	$70,245,000	0.00011020	$7,741.00
Equity	Class A Common Stock, par value $.01 per share that may be issuable under the 2020 Stock Plan for Non-Employee Directors, as amended	457 (c) and 457 (h)	100,000 (2)	$46.83 (3)	$4,683,000	0.00011020	$516.07
Total Offering Amounts							$8,257.07
Total Fee Offsets							—
Net Fee Due							$8,257.07

(1) Pursuant to Rule 416 under the Securities Act, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A Common Stock that may become issuable under the 2020 Employee Stock Plan, as amended (the “Employee Stock Plan”) or the 2020 Stock Plan for Non-Employee Directors, as amended (the “Director Stock Plan” and together with the Employee Stock Plan, the “Plans”) by Madison Square Garden Entertainment Corp. (the “Registrant”), by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Class A Common Stock.

(2) This Registration Statement registers the issuance of 1,600,000 shares of Class A Common Stock issuable under the Plans, which are in addition to shares of Class A Common Stock previously registered in connection with the Plans pursuant to the registration statements on Form S-8 filed with the SEC on April 16, 2020 (File No. 333-237718) and on July 9, 2021 (File No. 333-257817).

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, based upon the average of the high and low reported market prices of Class A Common Stock as reported on the New York Stock Exchange on November 29, 2022.