UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 16, 2020 MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39245 84-3755666 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Two Pennsylvania Plaza, New York, NY 10121 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (212) 465-6000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)). ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)). Securities registered pursuant to Section 12(b) of the Act: Trading Name of Each Exchange Title of each class Symbol(s) on Which Registered Class A Common Stock MSGE New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☒ Item 2.02 Results of Operations and Financial Condition. On November 16, 2020, Madison Square Garden Entertainment Corp. (the “Company”) announced its financial results for its first quarter ended September 30, 2020. A copy of the press release containing the announcement is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated November 16, 2020. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Registrant) By: /s/ Mark H. FitzPatrick Name: Mark H. FitzPatrick Title: Executive Vice President and Chief Financial Officer Dated: November 16, 2020 2 Exhibit 99.1 MADISON SQUARE GARDEN ENTERTAINMENT CORP. REPORTS FISCAL 2021 FIRST QUARTER RESULTS Company Completes $650 Million Debt Financing Further Strengthening Liquidity Position NEW YORK, N.Y., November 16, 2020 - Madison Square Garden Entertainment Corp. (NYSE: MSGE) (“MSG Entertainment”) today reported financial results for the fiscal first quarter ended September 30, 2020. As a result of the COVID-19 pandemic, the Company’s performance venues and Tao Group Hospitality’s entertainment dining and nightlife venues were closed in mid-March and, except for certain Tao Group Hospitality venues, remained closed during the fiscal 2021 first quarter, materially impacting the Company’s financial results. For the fiscal 2021 first quarter, the Company reported revenues of $14.4 million, a decrease of 92% as compared with the prior year quarter.(1)(2) In addition, the Company had an operating loss of $126.6 million and an adjusted operating loss of $67.7 million, compared to an operating loss of $68.1 million and an adjusted operating loss of $30.1 million in the prior year quarter.(3)(4) The Company recently completed a $650 million debt financing in the form of a five-year senior secured term loan, significantly strengthening the Company’s liquidity position. In addition, Madison Square Garden Sports Corp. (“MSG Sports”) recently terminated its $200 million delayed draw term loans with MSG Entertainment, which removed a potential near-term obligation for the Company. Executive Chairman and CEO James L. Dolan said, “Our business continues to be impacted by COVID-19; however, we remain confident that our Company is well-positioned to navigate these unprecedented times. Our focus is on preserving our strong balance sheet and protecting our core entertainment business, while we also make important progress on MSG Sphere. We remain encouraged by the continued engagement from artists and fans, and expect our business to return quickly when we are able to safely re-open our venues.” Segment Results for the Quarter Ended September 30, 2020 and 2019: Three Months Ended September 30, Change 2020 2019 $ % Revenues Entertainment $ 7.6 $119.7 $(112.1) (94)% Tao Group Hospitality 7.2 58.6 (51.4) (88)% Other(5) (0.4) (0.3) (0.1) NM Total Revenues $ 14.4 $178.0 $(163.6) (92)% Operating Income (Loss) Entertainment $(110.7) $ (67.4) $ (43.2) (64)% Tao Group Hospitality (11.3) 3.3 (14.6) NM Other(5) (4.7) (4.0) (0.7) NM Total Operating Loss $(126.6) $ (68.1) $ (58.5) (86)% Adjusted Operating Income (Loss) Entertainment $ (58.3) $ (35.6) $ (22.7) (64)% Tao Group Hospitality (9.1) 5.6 (14.7) NM Other(5) (0.3) (0.1) (0.2) NM Total Adjusted Operating Loss $ (67.7) $ (30.1) $ (37.5) (125)% Note: Does not foot due to rounding (1) Financial results for the three months ended September 30, 2019 are presented in accordance with accounting requirements for the preparation of carve-out financial statements, reflecting the results of the entertainment businesses previously owned and operated by MSG Sports through its MSG Entertainment business segment, as well as the sports bookings business previously owned and operated by MSG Sports through its MSG Sports business segment. These results do not include the impact of intercompany agreements between the Company and MSG Sports, which were effective as of the date of the spin-off (April 17, 2020) and may not reflect the level of expenses that would have been incurred by the Company had it been a stand-alone company for the period presented. (2) Fiscal 2020 first quarter operating results include the results for the Forum which was sold on May 1, 2020. (3) Fiscal 2021 first quarter operating loss includes $19.9 million of restructuring charges related to the Company’s workforce reduction. (4) See page 4 of this earnings release for the definition of adjusted operating income (loss) included in the discussion of non-GAAP financial measures. (5) Includes inter-segment eliminations and, for operating income (loss), purchase accounting adjustments. 1 Entertainment For the fiscal 2021 first quarter, Entertainment segment revenues of $7.6 million decreased 94%, or $112.1 million, as compared with the prior year quarter, primarily reflecting the impact of COVID-19. The closure of the Company’s venues led to decreases of $70.4 million in event-related revenues, $19.6 million in suite license fee revenues, and $11.6 million in venue-related signage and sponsorship revenues. In addition, the prior year quarter included $11.8 million in revenues from the Forum, which was sold in May 2020. Fiscal 2021 first quarter direct operating expenses of $23.6 million decreased 75%, or $71.3 million, as compared with the prior year quarter, primarily reflecting the impact of COVID-19. The absence of events in the quarter led to decreases of $42.7 million in event-related expenses at the Company’s venues, $13.4 million in suite license expenses, and $6.2 million in venue-related signage and sponsorship expenses. In addition, the prior year quarter included $6.9 million in direct operating expenses from the Forum. Fiscal 2021 first quarter selling, general and administrative expenses of $52.7 million decreased 25%, or $17.7 million, as compared with the prior year quarter. This primarily reflects an $11.4 million decrease in professional fees primarily related to litigation, corporate development, and MSG Sphere content development and a $3.9 million decrease in employee compensation and related benefits. Fiscal 2021 first quarter operating loss of $110.7 million increased 64%, or $43.2 million, and adjusted operating loss of $58.3 million increased 64%, or $22.7 million, both as compared to the prior year quarter. This primarily reflects the decrease in revenues, partially offset by lower direct operating expenses and, to a lesser extent, lower selling, general and administrative expenses. With respect to operating loss, the increase was also driven by $19.9 million of restructuring charges related to the Company’s full-time workforce reduction in August 2020. Tao Group Hospitality For the fiscal 2021 first quarter, Tao Group Hospitality segment revenues of $7.2 million decreased 88%, or $51.4 million, as compared to the prior year quarter, primarily reflecting the impact of COVID-19. The closure of certain entertainment dining and nightlife venues reduced revenues by $25.7 million, while capacity restrictions at re-opened venues reduced revenues by $20.9 million.