March 31, 2023
VIA EDGAR
Jennie Beysolow
Office of Trade and Services
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-9303
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Re: | | MSGE Spinco, Inc. Form 10-12B File No. 001-41627 |
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, MSGE Spinco, Inc. (the “Company”) hereby respectfully requests that the effective date of its Registration Statement on Form 10 (Commission File No. 001-41627) be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m., Eastern Time, on April 3, 2023, 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.