MSG Knickerbockers Corp 8-K, filed Sep 30, 2026
MSG Knickerbockers Corp. (MSGK)
About this 8-K
MSG Knickerbockers Corp filed this 8-K on September 30, 2026, reporting on events of September 28, 2026.
Madison Square Garden Sports Corp. approved distributing all MSGS Spinco, Inc. common stock at one share for every two shares on October 26, 2026, and will rename itself MSG Knickerbockers Corp. and change its NYSE symbol to MSGK. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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. ☐
| * | Upon the Distribution (as defined herein), Madison Square Garden Sports Corp. will change its name to “MSG Knickerbockers Corp.” and will change its symbol on the NYSE to “MSGK”. |
INTRODUCTORY NOTE
Distribution of MSGS Spinco, Inc.
On September 30, 2026, the Board of Directors of Madison Square Garden Sports Corp. (the “Registrant”) approved the distribution to its stockholders of all of the common stock of MSGS Spinco, Inc. (“MSGS Spinco”) (such distribution of MSGS Spinco’s common stock, the “Distribution”).
The Distribution will take the form of a distribution by the Registrant of (a) one share of MSGS Spinco’s Class A common stock, par value $0.01 per share (“MSGS Spinco Class A Common Stock”), for every two shares of the Registrant’s Class A common stock, par value $0.01 per share (“Registrant Class A Common Stock”), held of record at the close of business in New York City on October 20, 2026 (the “Record Date”), and (b) one share of MSGS Spinco’s Class B common stock, par value $0.01 per share, for every two shares of the Registrant’s Class B common stock, par value $0.01 per share (“Registrant Class B Common Stock”), held of record at the close of business in New York City on the Record Date. The Distribution will become effective and the new shares of MSGS Spinco will be distributed at 11:59 p.m., New York City time, on October 26, 2026 (the “Distribution date”). The completion of the Distribution is subject to, among other things, (i) the effectiveness of MSGS Spinco’s registration statement on Form 10 (the “Form 10”) filed with the Securities and Exchange Commission (the “SEC”) and final listing approval from the New York Stock Exchange (“NYSE”) with respect to MSGS Spinco Class A Common Stock, (ii) the making of the Contribution (defined below), (iii) final approval from the National Hockey League (the “NHL”), and (iv) receipt of a tax opinion from counsel to the Registrant. The Registrant’s Board of Directors has reserved the right to modify or abandon the Distribution at any time prior to the Distribution. The Registrant expects the conditions to the Distribution to be satisfied on or before the Distribution date.
The Form 10 contains information about MSGS Spinco and the Distribution. Prior to the Distribution, the Registrant will distribute to its stockholders of record on the Record Date copies of an information statement relating to MSGS Spinco that is part of the Form 10 filing.
Name Change
Concurrent with the Distribution, the Registrant will change its name to “MSG Knickerbockers Corp.” and MSGS Spinco will change its name to “MSG Rangers Corp.” On the first trading day following the Distribution date, the trading symbol for Registrant Class A Common Stock on the NYSE will change from “MSGS” to “MSGK” and the MSGS Spinco Class A Common Stock will trade on the NYSE under the symbol “MSGR”.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Following the Distribution, MSGS Spinco will be a public company and the Registrant will have no continuing common stock ownership interest in MSGS Spinco. For purposes of implementing the Distribution, governing the ongoing relationships between the Registrant and MSGS Spinco after the Distribution, and to provide for an orderly transition, the Registrant and MSGS Spinco have entered or will enter into a number of agreements prior to the Distribution. The principal agreements are described below.
The agreements summarized in this Item 1.01 are included as Exhibits 2.1 and 2.2 and 10.1 through 10.5 to this Current Report on Form 8-K, and the following summaries of those agreements are qualified in their entirety by reference to the agreements as so filed, which are incorporated into this Item 1.01 by reference.
Distribution Agreement
On September 30, 2026, the Registrant entered into the Distribution Agreement with MSGS Spinco as part of a series of transactions pursuant to which MSGS Spinco will acquire prior to the Distribution the subsidiaries, businesses and other assets described in the Form 10 that formerly comprised of the Registrant’s New York Rangers hockey businesses (the “Contributed Assets”).
Under the Distribution Agreement, as further described in the Introductory Note above, the Registrant will distribute all of MSGS Spinco’s common stock to the common stockholders of the Registrant. The Distribution Agreement provides that the Registrant will have the sole and absolute discretion to determine whether to proceed with the Distribution, including the form, structure and terms of any transactions to effect the Distribution and the timing of and satisfaction of conditions to the consummation of the Distribution.
Under the Distribution Agreement, the Registrant provides MSGS Spinco with indemnities with respect to liabilities, damages, costs and expenses arising out of any of (i) the Registrant’s businesses (other than businesses of MSGS Spinco); (ii) certain identified claims or proceedings; (iii) any breach by the Registrant of its obligations under the Distribution Agreement; (iv) any untrue statement or omission in the Form 10 or in the information statement relating to the Registrant and its subsidiaries; and (v) indemnification obligations MSGS Spinco may have to the National Basketball Association (the “NBA”) or NHL that result from acts or omissions of the Registrant. MSGS Spinco provides the Registrant with indemnities with respect to liabilities, damages, costs and expenses arising out of any of (i) MSGS Spinco’s businesses; (ii) any breach by MSGS Spinco of its obligations under the Distribution Agreement; (iii) any untrue statement or omission in the Form 10 or in the information statement other than any such statement or omission relating to the Registrant and its subsidiaries; and (iv) indemnification obligations the Registrant may have to the NBA or NHL that result from acts or omissions of MSGS Spinco.
In the Distribution Agreement, MSGS Spinco released the Registrant from any claims it might have arising out of: (i) the management of the businesses and affairs of the Registrant’s New York Rangers hockey business on or prior to the Distribution; (ii) the terms of the Distribution, MSGS Spinco’s amended and restated articles of incorporation, MSGS Spinco’s amended and restated bylaws and the other agreements entered into in connection with the Distribution; and (iii) any decisions that have been made, or actions taken, relating to MSGS Spinco, the Registrant’s New York Rangers hockey business or the Distribution.
Additionally, in the Distribution Agreement, the Registrant released MSGS Spinco from any claims it might have arising out of (i) the management of the businesses and affairs of the Registrant’s New York Knicks basketball business on or prior to the Distribution; (ii) the terms of the Distribution, the Registrant’s articles of incorporation, the Registrant’s bylaws and the other agreements entered into in connection with the Distribution; and (iii) any decisions that have been made, or actions taken, relating to the Distribution.
The Distribution Agreement also provides for access to records and information, cooperation in defending litigation, as well as methods of resolution for certain disputes.
Contribution Agreement
On September 30, 2026, the Registrant, MSGS Spinco and MSG Sports, LLC (to be renamed MSG Knicks, LLC), a direct wholly-owned subsidiary of the Registrant, entered into a Contribution Agreement pursuant to which the Registrant will contribute the Contributed Assets to MSGS Spinco prior to the Distribution (such transaction, the “Contribution”). The Contribution Agreement does not provide for any ongoing obligations for any party following the Distribution.
Transition Services Agreement
On September 30, 2026, the Registrant and MSGS Spinco entered into a Transition Services Agreement under which, in exchange for the fees specified in such agreement, the Registrant has agreed to provide certain corporate and other services to MSGS Spinco, including with respect to such areas as information technology, accounts payable, payroll, tax, certain legal functions, human resources, insurance and risk management, government affairs, investor relations, corporate communications, benefit plan administration and reporting, and internal audit functions as well as certain marketing functions. MSGS Spinco has similarly agreed to provide certain transition services to the Registrant. MSGS Spinco and the Registrant, as parties receiving services under the agreement, have agreed to indemnify the party providing services for losses incurred by such party that arise out of or are otherwise in connection with the provision by such party of services under the agreement, except to the extent that such losses result from the providing party’s gross negligence, willful misconduct or breach of its obligations under the agreement. Similarly, each party providing services under the agreement has agreed to indemnify the party receiving services for losses incurred by such party that arise out of or are otherwise in connection with the indemnifying party’s provision of services under the agreement if such losses result from the providing party’s gross negligence, willful misconduct or breach of its obligations under the agreement.
Tax Disaffiliation Agreement
On September 30, 2026, the Registrant and MSGS Spinco entered into a Tax Disaffiliation Agreement that governs the parties’ respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters. References in this summary description of the Tax Disaffiliation Agreement to the terms “tax” or “taxes” means taxes as well as any interest, penalties, additions to tax or additional amounts in respect of such taxes.
MSGS Spinco and its eligible subsidiaries currently join with the Registrant in the filing of certain consolidated, combined, and unitary returns for state, local, and other applicable tax purposes. However, for periods (or portions thereof) beginning after the Distribution, MSGS Spinco generally will not join with the Registrant in the filing of any federal, state, local or other applicable consolidated, combined or unitary tax returns.
Under the Tax Disaffiliation Agreement, with certain exceptions, the Registrant will generally be responsible for all U.S. federal, state, local and other applicable income taxes for any taxable period or portion of such period ending on or before the Distribution date. MSGS Spinco will generally be responsible for all taxes that are attributable to it or one of its subsidiaries after the Distribution date.
For any tax year, MSGS Spinco will generally be responsible for filing all separate company tax returns that relate to MSGS Spinco or one of its subsidiaries and that do not also include the Registrant or any of its subsidiaries. The Registrant will generally be responsible for filing all separate company tax returns that relate to the Registrant or its subsidiaries (other than tax returns that will be filed by MSGS Spinco), and for filing consolidated, combined or unitary returns that include (i) one or more of the Registrant and its subsidiaries and (ii) one or more of MSGS Spinco and its subsidiaries. Where possible, MSGS Spinco has waived the right to carry back any losses, credits, or similar items to periods ending prior to or on the Distribution date; however, if MSGS Spinco cannot waive the right, MSGS Spinco would be entitled to receive the resulting refund or credit, net of any taxes incurred by the Registrant with respect to the refund or credit.
Generally, MSGS Spinco will have the authority to conduct all tax proceedings, including tax audits, relating to taxes or any adjustment to taxes for which MSGS Spinco is responsible for filing a return under the Tax Disaffiliation Agreement, and the Registrant will have the authority to conduct all tax proceedings, including tax audits, relating to taxes or any adjustment to taxes for which the Registrant is responsible for filing a return under the Tax Disaffiliation Agreement. However, if one party acknowledges a liability to indemnify the other party for a tax to which such proceeding relates, and provides evidence to the other party of its ability to make such payment, the first-mentioned party will have the authority to conduct such proceeding. The Tax Disaffiliation Agreement further provides for cooperation between the Registrant and MSGS Spinco with respect to tax matters, the exchange of information and the retention of records that may affect the tax liabilities of the parties to the agreement.
The Tax Disaffiliation Agreement requires that none of the Registrant, MSGS Spinco or any of their respective subsidiaries will take, or fail to take, any action where such action, or failure to act, would be inconsistent with or preclude the Distribution from qualifying as a tax-free transaction to the Registrant and to its stockholders under Section 355 of the Internal Revenue Code of 1986, as amended, or would otherwise cause holders of the Registrant’s stock receiving MSGS Spinco stock in the Distribution to be taxed as a result of the Distribution and certain transactions undertaken in connection with the Distribution. Additionally, for the two-year period following the Distribution, the Registrant and MSGS Spinco may not engage in certain activities that may jeopardize the tax-free treatment of the Distribution to the Registrant and its stockholders, unless, in the case of MSGS Spinco, MSGS Spinco receives the Registrant’s consent or otherwise obtains a ruling from the Internal Revenue Service or a legal opinion, in either case reasonably satisfactory to the Registrant, that the activity will not alter the tax-free status of the Distribution to the Registrant and its stockholders.
Finally, MSGS Spinco is required to indemnify the Registrant and its subsidiaries, directors and officers for any taxes, resulting from action or failure to act, if such action or failure to act precludes the Distribution from qualifying as a tax-free transaction (including taxes imposed as a result of a violation of the restrictions set forth above).
Employee Matters Agreement
On September 30, 2026, the Registrant, MSGS Spinco and Madison Square Garden Entertainment Corp. (“MSG Entertainment”) entered into an employee matters agreement (the “Employee Matters Agreement”) that will allocate assets, liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs and certain other related matters upon completion of the Distribution. In general, MSGS Spinco’s employees currently participate in various of the Registrant’s and MSG Entertainment’s retirement, health and welfare, and other employee benefit plans. After the Distribution, it is anticipated that MSGS Spinco’s employees will generally participate in similar plans and arrangements established and maintained by MSGS Spinco; however, MSGS Spinco may continue to be a participating company in certain of the Registrant’s employee benefit plans during a transition period and will continue to be a participating company in MSG Entertainment’s tax-qualified retirement savings plan. Effective as of the Distribution date, MSGS Spinco and the Registrant generally will each hold responsibility for its respective employees and compensation plans.
NHL Transfer Consent Agreement
Prior to the Distribution, the Registrant and its subsidiaries that own a direct or indirect interest in the New York Rangers hockey club, including MSGS Spinco and its subsidiaries that will own a direct or indirect interest in the Rangers, will enter into a Transfer Consent Agreement with the NHL pursuant to which the parties acknowledge that future transfers of the ownership of the Rangers, the location of the Rangers or certain other transfers of assets or ownership, subject to exceptions, will require the consent of the NHL. The Registrant and MSGS Spinco parties will agree to release the NHL entities from any claims against them.
Indemnification Agreement
In connection with the Distribution, the Registrant amended its indemnification agreement (the “Indemnification Agreement”) with its directors and officers to provide that the Registrant must indemnify the Registrant’s directors and officers notwithstanding anything to the contrary contained in the Distribution Agreement, including any release and covenant not to sue made by the Registrant on behalf of any of the Registrant’s directors or officers under Section 2.14 of the Distribution Agreement.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the Distribution, there will be changes to the directors of the Registrant.
Changes in Directors
On September 30, 2026, Messrs. Joseph M. Cohen, Stephen C. Mills, Alan D. Schwartz, and Nelson Peltz and Ms. Marianne Dolan Weber tendered their resignations as directors of the Registrant effective as of the Distribution date and contingent on the effectuation of the Distribution. Messrs. Cohen, Mills, Schwartz and Peltz and Ms. Weber will become directors of MSGS Spinco effective as of the Distribution.
Effective as of the Distribution date, the Board of Directors of the Registrant has decreased the size of the Board of Directors from 15 to 12 directors.
The following individual has been appointed, effective as of the Distribution date, to the Board of Directors of the Registrant as a director elected by holders of Registrant Class A Common Stock to fill the vacancy after giving effect to the resignation of the two directors elected by holders of Registrant Class A Common Stock described above and the decrease in the size of the Board of Directors:
| • | Irving Azoff, age 78, has served as Chairman and Chief Executive Officer of The Azoff Company, a privately held media and entertainment company, since 2013. He has served as personal manager of |
| the Eagles since 1974 and is Chairman of the Azoff Company talent management division. Mr. Azoff is also a senior executive at other companies within The Azoff Company portfolio, including Chairman of Global Music Rights, a performance rights company; Co-Founder and board member of Oak View Group, a company focused on the sports and entertainment venue industry; and Chairman of Iconic Artists Group, a company dedicated to acquiring and actively managing a portfolio of select artists’ assets. Previously, Mr. Azoff served as Executive Chairman and director of Live Nation Entertainment, Inc., Chairman and Chief Executive Officer of Ticketmaster Entertainment, Inc. and Founder and Chief Executive Officer of Front Line Management Group, Inc., a music management firm. Mr. Azoff was inducted into the Rock & Roll Hall of Fame in 2020. |
The following individual has been appointed, effective as of the Distribution date, to the Board of Directors of the Registrant as a director elected by holders of Registrant Class B Common Stock to fill the vacancy after giving effect to the resignation of the three directors elected by holders of Registrant Class B Common Stock described above and the decrease in the size of the Board of Directors:
| • | Isiah L. Thomas III, age 65, has been the Chairman and Chief Executive Officer of Isiah International, LLC, a holding company with interests in a diversified portfolio of businesses, since 2011. Mr. Thomas has served as a Commentator and Analyst for NBA TV, a sports broadcasting channel, since 2014 and Turner Sports, a sports broadcasting channel, since 2012. Mr. Thomas has also served as Chief Executive Officer and Executive Chairman of One World Products, Inc., (transitioning to Isiah Enterprises, Inc.) since 2020, leading its transformation into a sustainable materials and advanced manufacturing enterprise focused on industrial compounding, sustainable plastics, automotive applications, packaging and advanced manufacturing solutions following its acquisition of Eco Bio Plastics and the development of renewable material technologies. He previously served as the President & Alternate Governor of the New York Liberty of the Women’s National Basketball Association from 2015 to February 2019, the Head Basketball Coach at Florida International University, a higher education institution, from 2009 to 2012, the General Manager, President of Basketball Operations and Head Coach of the New York Knicks of the NBA, which is owned by the Registrant, from 2006 to 2008, the Head Coach of the Indiana Pacers of the NBA from 2000 to 2003, the Owner of the Continental Basketball Association from 1998 to 2000, Minority Owner & Executive Vice President of the Toronto Raptors of the NBA from 1994 to 1998 and point guard for the Detroit Pistons of the NBA from 1981 to 1994. Mr. Thomas has served as a director of StratCap Digital Infrastructure REIT, Inc. since July 2023, UWM Holdings Corporation, a residential and wholesale mortgage lender, since January 2021, Sphere Entertainment since April 2020, Get in Chicago, an organization focused on stopping gun and related violence in Chicago, since 2013 and he is the Founder of Mary’s Court Foundation, a charitable organization established in 2010. Mr. Thomas also serves as a director for ForbesBLK, a non-profit organization for black entrepreneurs and professionals, and Strategic Wireless Infrastructure Fund II, Inc., a private fund. Mr. Thomas graduated from Indiana University and received a Master’s degree in Education from the University of California at Berkeley. |
Effective immediately following the Distribution, Irving Azoff, Vincent Tese and Anthony J. Vinciquerra will serve as members of the Compensation Committee of the Board of Directors of the Registrant. Mr. Vinciquerra will serve as Chair of the Compensation Committee of the Registrant. There will be no change to the Audit Committee composition.
Employment Agreement with Jamaal T. Lesane
On September 28, 2026, the Registrant entered into an employment agreement with Jamaal T. Lesane (the “Lesane Employment Agreement”), effective as of September 28, 2026 (the “Effective Date”). The Lesane Employment Agreement provides for Mr. Lesane’s employment as the Registrant’s Executive Vice President and Chief Legal Officer and replaces his existing employment agreement with the Registrant. Mr. Lesane previously served as the Registrant’s Chief Operating Officer pursuant to his existing employment agreement.
Pursuant to the Lesane Employment Agreement, Mr. Lesane will receive an annual base salary of not less than $1,000,000 and an annual target bonus opportunity equal to not less than 125% of his annual base salary. He is also
eligible, subject to his continued employment by the Registrant, to participate in such long-term incentive programs that are made available in the future to similarly situated executives of the Registrant, with an expected aggregate target value of not less than $1,500,000. Mr. Lesane will be eligible to participate in the Registrant’s standard benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans.
If, on or before one day prior to the third anniversary of the Effective Date (the “Scheduled Expiration Date”), Mr. Lesane’s employment is terminated (i) by the Registrant other than for “cause” (as defined in the Lesane Employment Agreement), or (ii) by Mr. Lesane for “good reason” (as defined in the Lesane Employment Agreement) and so long as cause does not then exist (a “Qualifying Termination”), then, subject to Mr. Lesane’s execution of a separation agreement with the Registrant, the Registrant will provide him with the following benefits and rights: (a) a severance payment in an amount determined at the discretion of the Registrant, but in no event less than two times the sum of Mr. Lesane’s annual base salary and annual target bonus; (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such termination occurred; (c) each of Mr. Lesane’s outstanding unvested long-term cash awards will immediately vest in full and will be payable to Mr. Lesane to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Mr. Lesane’s outstanding unvested shares of restricted stock or restricted stock units (including restricted stock units subject to performance criteria) will immediately be eliminated and such restricted stock and restricted stock units will be payable or deliverable to Mr. Lesane subject to satisfaction of any applicable performance criteria; and (e) each of Mr. Lesane’s outstanding unvested stock options and stock appreciation awards will immediately vest.
If Mr. Lesane’s employment is terminated due to his death or “disability” (as defined in the Registrant’s long term disability plan) before the Scheduled Expiration Date, and at such time cause does not exist, then, subject to execution of a separation agreement (other than in the case of death), he or his estate or beneficiary will be provided with the benefits and rights set forth in clauses (b), (d) and (e) above and any long-term cash awards shall immediately vest in full, whether or not subject to performance criteria and will be payable as soon as reasonably practicable after Mr. Lesane’s execution and delivery of the separation agreement (and the expiration of any revocation period); provided, that if any such long-term cash award is subject to any performance criteria, then (i) if the measurement period for such performance criteria has not yet been fully completed, then the payment amount will be at the target amount for such award, and (ii) if the measurement period for such performance criteria has already been fully completed, then the payment amount of such award will be at the same time and to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to the satisfaction of the applicable performance criteria).
If Mr. Lesane’s employment is terminated due to a Qualifying Termination, his death or disability on or after the Scheduled Expiration Date, and so long as cause does not then exist, then, subject to his (or, in the case of his death, his representative’s) execution and delivery of a separation agreement, Mr. Lesane will be provided with the benefits and rights set forth in clauses (b), (c), (d) and (e) above. Following the Scheduled Expiration Date, Mr. Lesane will no longer be entitled to the benefits and rights set forth in clause (a) above in the event of a Qualifying Termination and certain provisions of the Lesane Employment Agreement regarding annual cash and equity compensation will no longer be in effect with respect to services following such date.
The Lesane Employment Agreement contains certain covenants by Mr. Lesane, including a noncompetition agreement that restricts Mr. Lesane’s ability to engage in competitive activities until the first anniversary of a termination of his employment with the Registrant; provided that if he remains employed with the Registrant through the Scheduled Expiration Date, then this agreement not to compete will expire on that date.
The description above is qualified in its entirety by reference to the Lesane Employment Agreement, which is attached as Exhibit 10.6 hereto and incorporated into this Item 5.02 by reference.
| Item 7.01 | Regulation FD Disclosure. |
Distribution Press Release
On September 30, 2026, the Registrant issued a press release in connection with approving the Distribution, a copy of which 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 7.01, 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 Registrant under the Securities Act of 1933 or the Exchange Act.
Note Regarding Forward-Looking Statements
Statements and other information included in this Current Report on Form 8-K that are not historical facts, including statements about the Registrant’s plans, strategies, beliefs and expectations, as well as certain estimates and assumptions used by the Registrant’s management, may constitute forward-looking statements. Forward-looking statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements speak only as of the date they are made and, except for the Registrant’s ongoing obligations under the U.S. federal securities laws, the Registrant undertakes no obligation to publicly update any forward-looking statement.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on estimates and assumptions that are subject to change or revision, including the expected timing of the closing of the proposed transaction, that could cause actual results to differ materially from those expected or implied by the forward-looking statements or the estimates or assumptions used. Such forward-looking statements include, without limitation, the failure to obtain governmental and regulatory approvals required for the closing of the proposed transaction; the failure to satisfy the conditions to the closing of the proposed transaction; unexpected costs, liabilities or delays in connection with or with respect to the proposed transaction, including but not limited to changes due to general economic, political and business conditions; potential legal proceedings relating to the proposed transaction and the outcome of any such legal proceeding; and other risks to the consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. Additional factors that may affect the Registrant’s future results are identified in the Registrant’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Factors other than those listed above also could cause the Registrant’s results to differ materially from expected results.
| Item 8.01 | Other Events. |
The information set forth in the Introductory Note is incorporated into this Item 8.01 by reference.
Certain Relationships and Potential Conflicts of Interest
Following the Distribution, there will be overlap between directors and officers of the Registrant, MSGS Spinco, MSG Entertainment, Sphere Entertainment and AMC Global Media Inc. (“AMC Global Media” and, together with MSGS Spinco, MSG Entertainment and Sphere Entertainment and their respective subsidiaries and successors, the “Other Entities” and each, an “Other Entity”). James L. Dolan will serve as the Executive Chairman and Chief Executive Officer of the Registrant, MSGS Spinco, MSG Entertainment and Sphere Entertainment. Mr. Dolan also currently serves as Non-Executive Chairman of AMC Global Media. In addition, (i) Jamaal T. Lesane will serve as the Chief Operating Officer of the Registrant and MSGS Spinco, (ii) David Granville-Smith will serve as the Executive Vice President of the Registrant, MSGS Spinco, Sphere Entertainment and AMC Global Media, (iii) Paul DiCicco will serve as the Executive Vice President, Chief Financial Officer and Treasurer of the Registrant and MSGS Spinco, and (iv) Bryan Warner will serve as the Senior Vice President, Head of Legal of the Registrant and MSGS Spinco. Furthermore, immediately following the Distribution, the Registrant expects three of the members of the Registrant’s Board of Directors will also serve as directors of MSGS Spinco, seven members of the Registrant’s Board will also serve as directors of MSG Entertainment, nine members of the Registrant’s Board will also serve as directors of Sphere Entertainment and four members of the Registrant’s Board will also serve as directors of AMC Global Media. There will be no overlap of Class A Directors as between the Registrant and MSGS Spinco.
The overlapping directors and officers may have actual or apparent conflicts of interest with respect to matters involving or affecting each company. For example, there will be the potential for a conflict of interest when the Registrant or an Other Entity look at certain acquisitions and other corporate opportunities that may be suitable for more than one of the companies. Also, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between an Other Entity on the one hand and the Registrant on the other hand. In addition, after the Distribution, certain of our directors and officers will continue to own stock and/or stock options or other equity awards of an Other Entity. These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have different implications for the Registrant and an Other Entity.
The Registrant’s articles of incorporation acknowledge that directors and officers of the Registrant may also be serving as directors, officers, employees or agents of MSG Entertainment, Sphere Entertainment and AMC Global Media (the “Overlap Persons”), and that the Registrant may engage in material business transactions with such entities. The Registrant has renounced its rights to certain business opportunities and the Registrant’s articles of incorporation provide that no Overlap Person will be liable to the Registrant or its stockholders for breach of any fiduciary duty that would otherwise occur by reason of the fact that any such individual directs a corporate opportunity (other than certain limited types of restricted corporate opportunities set forth in the Registrant’s articles of incorporation, provided that the Registrant is directly engaged in such business at the relevant time) to MSG Entertainment, Sphere Entertainment or AMC Global Media instead of the Registrant, or does not refer or communicate information regarding such corporate opportunities to the Registrant. These provisions in our articles of incorporation also expressly validate certain contracts, agreements, arrangements and transactions (and amendments, modifications or terminations thereof) between the Registrant and MSG Entertainment, Sphere Entertainment or AMC Global Media and, to the fullest extent permitted by law, provide that the actions of the Overlap Persons in connection therewith are not breaches of fiduciary duties owed to the Registrant, any of its subsidiaries or their respective stockholders.
In connection with the Distribution, the Board of Directors of the Registrant adopted a policy (the “Overlap Policy”) to extend the foregoing provisions of the articles of incorporation to directors and officers of the Registrant who serve as directors, officers, employees or agents of MSGS Spinco or its subsidiaries. Under the Overlap Policy, the types of restricted corporate opportunities have been revised to reflect the Registrant’s business following the Distribution and will now include an opportunity that relates (x) exclusively to the ownership of a franchise in the NBA located in New York, New Jersey or Connecticut or (y) exclusively to the ownership of a franchise in the National Football League, Major League Baseball or Major League Soccer located in New York, New Jersey or Connecticut.
Related Party Transaction Approval Policy
In connection with the Distribution, the Registrant will amend its Related Party Transaction Approval Policy to include MSGS Spinco as an affiliate under that policy. As a result, transactions with MSGS Spinco will be subject to approval by an independent committee of the Registrant’s Board of Directors if in excess of the $1,000,000 dollar threshold.
Treatment of Outstanding Options, Restricted Stock Units and Other Awards
The Registrant has issued options to purchase Registrant Class A Common Stock. In connection with the Distribution, each Registrant option will become two options: one will be an option to acquire Registrant Class A Common Stock and one an option to acquire MSGS Spinco Class A Common Stock. The existing exercise price will be allocated between the existing Registrant options and the new MSGS Spinco options based upon the weighted average prices of the Registrant Class A Common Stock and MSGS Spinco Class A Common Stock over the ten trading days immediately following the Distribution as reported by Bloomberg, and the underlying share amount will take into account a two-to-one distribution ratio (i.e., one share of MSGS Spinco Class A Common Stock will be issued for every two shares of Registrant Class A Common Stock, with any fractional share rounded down). The Registrant options and new MSGS Spinco options will not be exercisable during a period beginning on a date prior
to the Distribution determined by the Registrant in its sole discretion, and continuing until the exercise prices of the Registrant options and new MSGS Spinco options are determined after the Distribution, or such longer period as the Registrant or MSGS Spinco determine is necessary with respect to the Registrant’s and MSGS Spinco’s respective awards. Other than the split of the Registrant options and the allocation of the existing exercise price, upon issuance of new MSGS Spinco options there will be no additional adjustment to the existing Registrant options in connection with the Distribution and the terms of each employee’s applicable Registrant award agreement will continue to govern the Registrant options. The options that MSGS Spinco issues in respect of outstanding Registrant stock options will be affected by a change in control or going private transaction of the Registrant, MSGS Spinco, MSG Entertainment or Sphere Entertainment, as set forth in the terms of the award agreement.
The Registrant has issued restricted stock units and performance stock units to its employees, which represent unfunded, unsecured rights to receive shares of Registrant Class A Common Stock (or cash or other property) at a future date upon the satisfaction of the conditions specified by the Compensation Committee of the Board of Directors of the Registrant in the award agreement. In connection with the Distribution, each holder of a Registrant employee restricted stock unit will receive one MSGS Spinco restricted stock unit in respect of every two Registrant restricted stock units owned on the Record Date, with any fractional unit rounded up, and continue to be entitled to a share of Registrant Class A Common Stock (or cash or other property) for each Registrant restricted stock unit in accordance with the Registrant award agreement. Additionally, each holder of a Registrant employee performance stock unit will receive one MSGS Spinco performance stock unit (at target performance) in respect of every two Registrant performance stock units (at target performance) owned on the Record Date, with any fractional unit rounded up, and continue to be entitled to a share of Registrant Class A Common Stock (or cash or other property) for each Registrant performance stock unit in accordance with the Registrant award agreement. The performance conditions applicable to Registrant performance stock units and MSGS Spinco performance stock units that have a performance period ending following the Distribution are expected to be adjusted in light of the Distribution, and the terms of such adjustment will be disclosed in a subsequent public filing.
Except as described above, there will be no adjustment to the existing Registrant restricted stock units or Registrant performance stock units in connection with the Distribution and the terms of each employee’s applicable award agreement will continue to govern the Registrant award. The restricted stock units and performance stock units that MSGS Spinco issues in respect of outstanding Registrant awards will be affected by a change in control or going private transaction of the Registrant, MSGS Spinco, MSG Entertainment or Sphere Entertainment, as set forth in the terms of the award agreement.
The Registrant has issued restricted stock units to its non-employee directors which represent unfunded, unsecured rights to receive shares of Registrant Class A Common Stock (or cash or other property) at a future date. Such restricted stock units were fully vested on the date of grant. In connection with the Distribution, each holder of a director restricted stock unit will receive one share of MSGS Spinco Class A Common Stock in respect of every two Registrant restricted stock units owned on the Record Date, with any fractional share rounded up, and continue to be entitled to a share of Registrant Class A Common Stock (or cash or other property) in accordance with the award agreement.
With respect to outstanding equity awards, the Registrant, MSGS Spinco, MSG Entertainment and Sphere Entertainment will not be regarded as competitive entities of each other for purposes of any non-compete provisions contained in the applicable award agreements. With respect to all outstanding Registrant awards (and MSGS Spinco awards issued in connection with such awards), holders of such awards will continue to vest so long as they remain employed by the Registrant, MSGS Spinco, MSG Entertainment, Sphere Entertainment or subsidiaries of such entities, provided that an employee who moves between the Registrant (or one of its subsidiaries), MSGS Spinco (or one of its subsidiaries), MSG Entertainment (or one of its subsidiaries) or Sphere Entertainment (or one of its subsidiaries) at a time when the applicable entities are no longer affiliates will not continue to vest in such awards and such change will constitute a termination of employment for purposes of the award agreement.
Tax Recognition of Certain Deferred Revenue in Connection with the Distribution
Historically, amounts collected by the Registrant’s New York Rangers hockey business for tickets, suites and sponsorship sales in advance were recorded as deferred revenue and were recognized as revenues when earned for both accounting and tax purposes. In connection with the reorganization transactions related to the Distribution, the
tax recognition by the Registrant for certain of these deferred revenues will be accelerated to the date of the Distribution, rather than recognized over the course of one year. Assuming the Distribution occurred on June 30, 2026, the estimated tax on the acceleration of such deferred revenue would be approximately $20.0 million. MSGS Spinco will not reimburse the Registrant for such taxes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| † | This exhibit is a management contract or a compensatory plan or arrangement. |
| # | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish the omitted exhibits and schedules to the SEC upon request. |
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 SPORTS CORP. | ||||||
| (Registrant) | ||||||
| Date: September 30, 2026 | By: | /s/ Mark Cresitello | ||||
| Name: | Mark Cresitello | |||||
| Title: | Senior Vice President, Deputy General Counsel and Secretary | |||||
Exhibit 2.1
DISTRIBUTION AGREEMENT
BY AND BETWEEN
MADISON SQUARE GARDEN SPORTS CORP.
(TO BE RENAMED MSG KNICKERBOCKERS CORP. )
AND
MSGS SPINCO, INC.
(TO BE RENAMED MSG RANGERS CORP.)
Dated as of September 30, 2026
TABLE OF CONTENTS
| Page | ||||||
| ARTICLE I |
||||||
| DEFINITIONS |
||||||
| Section 1.1 |
General | 1 | ||||
| Section 1.2 |
Reference; Interpretation | 10 | ||||
| ARTICLE II |
||||||
| DISTRIBUTION AND |
||||||
| CERTAIN COVENANTS |
||||||
| Section 2.1 |
Distribution | 11 | ||||
| Section 2.2 |
MSG Sports Determination | 11 | ||||
| Section 2.3 |
Charter; Bylaws | 12 | ||||
| Section 2.4 |
Directors | 12 | ||||
| Section 2.5 |
Election of Officers | 12 | ||||
| Section 2.6 |
Certain Licenses and Permits | 12 | ||||
| Section 2.7 |
State Securities Laws | 12 | ||||
| Section 2.8 |
Listing Application; Notice to Stock Exchange | 12 | ||||
| Section 2.9 |
Assignment of Agreements. | 13 | ||||
| Section 2.10 |
Removal of Certain Guarantees; Releases from Liabilities. | 13 | ||||
| Section 2.11 |
Corporate Names; Trademarks | 15 | ||||
| Section 2.12 |
Ancillary Agreements | 15 | ||||
| Section 2.13 |
Acknowledgment by Spinco | 15 | ||||
| Section 2.14 |
Release | 15 | ||||
| Section 2.15 |
Discharge of Liabilities | 18 | ||||
| Section 2.16 |
Further Assurances | 18 | ||||
| ARTICLE III |
||||||
| INDEMNIFICATION |
||||||
| Section 3.1 |
Indemnification by MSG Sports | 18 | ||||
| Section 3.2 |
Indemnification by Spinco | 19 | ||||
| Section 3.3 |
Procedures for Indemnification. | 19 | ||||
| Section 3.4 |
Indemnification Payments | 21 | ||||
| ARTICLE IV |
||||||
| ACCESS TO INFORMATION |
||||||
| Section 4.1 |
Provision of Corporate Records. | 22 | ||||
| Section 4.2 |
Access to Information | 22 | ||||
| Section 4.3 |
Witnesses; Documents and Cooperation in Actions | 23 | ||||
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| Page | ||||||
| Section 4.4 |
Confidentiality | 23 | ||||
| Section 4.5 |
Privileged Matters | 24 | ||||
| Section 4.6 |
Ownership of Information | 26 | ||||
| Section 4.7 |
Cost of Providing Records and Information | 26 | ||||
| Section 4.8 |
Retention of Records | 26 | ||||
| Section 4.9 |
Other Agreements Providing for Exchange of Information | 26 | ||||
| Section 4.10 |
Policies and Best Practices | 26 | ||||
| Section 4.11 |
Compliance with Laws and Agreements | 27 | ||||
| ARTICLE V |
||||||
| MISCELLANEOUS |
||||||
| Section 5.1 |
Complete Agreement; Construction | 27 | ||||
| Section 5.2 |
Ancillary Agreements | 27 | ||||
| Section 5.3 |
Counterparts | 27 | ||||
| Section 5.4 |
Survival of Agreements | 27 | ||||
| Section 5.5 |
Distribution Expenses | 27 | ||||
| Section 5.6 |
Notices | 28 | ||||
| Section 5.7 |
Waivers | 28 | ||||
| Section 5.8 |
Amendments | 28 | ||||
| Section 5.9 |
Assignment | 28 | ||||
| Section 5.10 |
Successors and Assigns | 28 | ||||
| Section 5.11 |
Termination | 28 | ||||
| Section 5.12 |
Subsidiaries | 29 | ||||
| Section 5.13 |
Third-Party Beneficiaries | 29 | ||||
| Section 5.14 |
Title and Headings | 29 | ||||
| Section 5.15 |
Schedules | 29 | ||||
| Section 5.16 |
Governing Law | 29 | ||||
| Section 5.17 |
Waiver of Jury Trial | 29 | ||||
| Section 5.18 |
Specific Performance | 29 | ||||
| Section 5.19 |
Severability | 30 | ||||
| Schedule A-1 List of Spinco Subsidiaries | A-1 | |
| Schedule A-2 List of Spinco Minority-Ownership Subsidiaries | A-2 | |
| Schedule B-1 Retained Claims Liabilities | B-1 | |
| Schedule B-2 Spinco Retained Claims Liabilities | B-2 | |
| Schedule C-1 Spinco Group Guarantees | C-1 | |
| Schedule C-2 MSG Sports Group Guarantees | C-2 | |
| Schedule D Ancillary Agreements | D-1 |
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DISTRIBUTION AGREEMENT
This Distribution Agreement (this “Agreement”), is dated as of September 30, 2026, by and between Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp.), a Nevada corporation (“MSG Sports”), and MSGS Spinco, Inc. (to be renamed MSG Rangers Corp.), a Nevada corporation and a direct wholly-owned subsidiary of MSG Sports (“Spinco” and, together with MSG Sports, the “Parties”).
WHEREAS, the Board of Directors of MSG Sports determined that it is in the best interests of MSG Sports and its stockholders to separate the business of Spinco, as more fully described in Spinco’s registration statement on Form 10 (collectively, the “Spinco Business”), from MSG Sports’ other businesses on the terms and conditions set forth herein;
WHEREAS, the Board of Directors of MSG Sports has authorized the distribution to the holders of the issued and outstanding shares of MSG Sports Common Stock (as of the record date for the distribution) of all of the issued and outstanding shares of Spinco Common Stock, on the basis of one share of Spinco Class A Common Stock for every one share of MSG Sports Class A Common Stock and one share of Spinco Class B Common Stock for every one share of MSG Sports Class B Common Stock (the “Distribution”);
WHEREAS, the Boards of Directors of MSG Sports and Spinco have each determined that the Distribution and the other transactions contemplated by this Agreement and the Ancillary Agreements are in furtherance of and consistent with the Corporate Business Purposes and, as such, are in the best interests of their respective companies and stockholders or sole member, as applicable, and have approved this Agreement and each of the Ancillary Agreements; and
WHEREAS, the Parties have determined to set forth the principal corporate and other transactions required to effect the Distribution and to set forth other agreements that will govern certain other matters prior to and following the Distribution.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 General. Unless otherwise defined herein or unless the context otherwise requires, as used in this Agreement, the following terms shall have the following meanings:
“Action” shall mean any demand, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal.
“Affiliate” shall mean, when used with respect to any specified Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise. Unless explicitly provided herein to the contrary, for purposes of this Agreement none of MSG Sports, Madison Square Garden Entertainment Corp. (“MSG Entertainment”), AMC Global Media Inc. (“AMC Global Media”), Sphere Entertainment Co. (“Sphere Entertainment”), nor any of their respective Subsidiaries, shall be deemed to be an Affiliate of Spinco or any of its Subsidiaries, and none of Spinco, MSG Entertainment, AMC Global Media or Sphere Entertainment, nor any of their respective Subsidiaries, shall be deemed to be an Affiliate of MSG Sports or any of its Subsidiaries. For the avoidance of doubt, the term “Affiliate” as it applies to Spinco shall include all of the Spinco Subsidiaries.
“Agent” shall have the meaning set forth in Section 2.1(a) of this Agreement.
“Agreement” shall have the meaning set forth in the preamble to this Agreement.
“Ancillary Agreements” shall mean all of the written agreements, instruments, understandings, assignments or other arrangements (other than this Agreement) entered into by the Parties or any other member of their respective Groups in connection with the transactions contemplated hereby, including the agreements set forth on Schedule D.
“Applicable Rate” shall mean the rate of interest per annum announced from time to time by JPMorgan Chase Bank, National Association, as its prime lending rate.
“Arena Indebtedness” shall have the meaning set forth in the NBA Debt Policies.
“Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions located in The City of New York are authorized or obligated by law or executive order to close.
“Commission” shall mean the Securities and Exchange Commission.
“Contribution Agreement” shall mean the Contribution Agreement among MSG Sports, MSG Sports, LLC and Spinco, which has been or shall be entered into prior to the Distribution Date.
“Corporate Business Purposes” shall have the meaning set forth in the Tax Disaffiliation Agreement.
“Distribution” shall have the meaning set forth in the recitals to this Agreement.
“Distribution Date” shall mean such date as may be determined by the Board of Directors of MSG Sports, or a committee of such Board of Directors, as the date as of which the Distribution shall be effected.
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“Distribution Record Date” shall mean such date as may be determined by the Board of Directors of MSG Sports, or a committee of such Board of Directors, as the record date for the Distribution.
“Effective Time” shall mean 11:59 p.m., New York City time, on the Distribution Date.
“Enterprise Indebtedness” shall have the meaning set forth in the NBA Debt Policies.
“Environmental Laws” shall mean any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, principles of common law, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions or requirements (including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq.), whether now or hereafter in existence, relating to the environment, natural resources, human health or safety, endangered or threatened species of fish, wildlife and plants, or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including without limitation indoor or outdoor air, surface water, groundwater and surface or subsurface soils), or otherwise relating to the manufacture, processing, distribution, use, presence, treatment, storage, disposal, transport or handling of, or exposure to, pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the investigation, cleanup or other remediation thereof.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Governmental Authority” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, NYSE or other regulatory, administrative or governmental authority.
“Group” shall mean the MSG Sports Group or the Spinco Group.
“Indemnifiable Losses” shall mean any and all Liabilities, costs or expenses (including reasonable out-of-pocket attorneys’ fees and any and all out-of-pocket expenses) reasonably incurred in investigating, preparing for or defending against any Actions or potential Actions or in settling any Action or potential Action or in satisfying any judgment, fine or penalty rendered in or resulting from any Action.
“Indemnifying Party” shall have the meaning set forth in Section 3.3(a) of this Agreement.
“Indemnitee” shall mean a Spinco Indemnitee or a MSG Sports Indemnitee.
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“Information Statement” shall mean the Information Statement filed with the Commission as part of the Registration Statement and mailed to the holders of shares of MSG Sports Common Stock in connection with the Distribution, including any amendments or supplements thereto.
“Law” shall mean all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the United States, any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.
“Liabilities” shall mean any and all debts, liabilities, obligations, responsibilities, Losses, damages (whether compensatory, punitive or treble), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including without limitation those arising under or in connection with any Law (including any Environmental Law), Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or Party to this Agreement, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursement and expense of counsel, expert and consulting fees and costs related thereto or to the investigation, response, defense or settlement thereof.
“Losses” shall mean all losses, damages, claims, demands, judgments or settlements of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated, including all reasonable costs and expenses (legal, accounting or otherwise as such costs are incurred) relating thereto, suffered by an Indemnitee.
“MSG Sports” shall have the meaning set forth in the preamble to this Agreement.
“MSG Sports Assignee” shall have the meaning set forth in Section 2.9(a) of this Agreement.
“MSG Sports Assignor” shall have the meaning set forth in Section 2.9(a) of this Agreement.
“MSG Sports Assumed Contract Liabilities” shall have the meaning set forth in Section 2.9(b) of this Agreement.
“MSG Sports Business” shall mean each and every business conducted at any time by MSG Sports or any Subsidiary controlled by MSG Sports, except the Spinco Business.
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“MSG Sports Class A Common Stock” shall mean the Class A common stock, par value $0.01 per share, of MSG Sports.
“MSG Sports Class B Common Stock” shall mean the Class B common stock, par value $0.01 per share, of MSG Sports.
“MSG Sports Common Stock” shall mean the MSG Sports Class A Common Stock, together with the MSG Sports Class B Common Stock.
“MSG Sports Group” shall mean MSG Sports and each Person (other than any member of the Spinco Group) that is a Subsidiary of MSG Sports immediately after the Distribution Date.
“MSG Sports Indemnitee” shall mean:
(i) MSG Sports and each Affiliate thereof after giving effect to the Distribution; and
(ii) each of the respective Representatives of any of the entities described in the immediately preceding clause (i) and each of the heirs, executors, successors and assigns of any of such Representatives, except in the case of clauses (i) and (ii), the Spinco Indemnitees; provided, however, that a Person who was a Representative of MSG Sports or an Affiliate thereof may be a MSG Sports Indemnitee in that capacity notwithstanding that such Person may also be a Spinco Indemnitee.
“MSG Sports Liabilities” shall mean:
(i) any and all Liabilities (other than Taxes that are specifically covered by the Tax Disaffiliation Agreement and other Liabilities that are specifically covered by the other Ancillary Agreements and not expressly made subject to this Agreement by the express terms of the Ancillary Agreement) that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by MSG Sports or any member of the MSG Sports Group, and all Liabilities of any member of the MSG Sports Group under this Agreement;
(ii) all Liabilities (other than Taxes that are specifically covered by the Tax Disaffiliation Agreement and other Liabilities that are specifically covered by the other Ancillary Agreements and not expressly made subject to this Agreement by the express terms of the Ancillary Agreement), if and to the extent relating to, arising out of or resulting from:
(A) the ownership or operation of the MSG Sports Business (including, for the avoidance of doubt, any discontinued business or any business which has been previously sold or transferred), as conducted at any time prior to, on or after the Distribution Date;
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(B) the ownership or operation of any business conducted by MSG Sports or any MSG Sports Subsidiary at any time after the Distribution Date; or
(C) the NBA Agreements, in connection with the ownership or operation of the MSG Sports Business;
(iii) any Retained Claims Liabilities;
(iv) all MSG Sports Retained Contract Liabilities; and
(v) all MSG Sports Assumed Contract Liabilities.
Notwithstanding the foregoing, the MSG Sports Liabilities shall not include: (x) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by Spinco or any member of the Spinco Group; or (y) any agreements and obligations of any member of the Spinco Group under this Agreement or any of the Ancillary Agreements.
“MSG Sports Releasee” shall have the meaning set forth in Section 2.15(b) of this Agreement.
“MSG Sports Releasor” shall have the meaning set forth in Section 2.15(b) of this Agreement.
“MSG Sports Retained Contract Liability” shall have the meaning set forth in Section 2.9(a) of this Agreement.
“MSG Sports Subsidiaries” shall mean all of the Subsidiaries of MSG Sports other than Spinco and the Spinco Subsidiaries.
“NBA” shall mean the National Basketball Association.
“NBA Agreements” shall mean (a) the Agreement and Undertaking, dated as of September 28, 2015, by and among the NBA, MSG Sports, certain subsidiaries of MSG Sports and certain other entities, (b) the Transfer Consent Agreement, dated as of September 28, 2015, by and among the NBA, MSG Sports, certain subsidiaries of MSG Sports and certain other entities, (c) the Letter Agreement, dated as of September 30, 2016, by and among New York Knicks, LLC, the NBA and certain other entities, (d) the Letter Agreement, dated as of November 6, 2020, by and among New York Knicks, LLC, the NBA and certain other entities, (e) the Transaction Agreement, dated as of April 15, 2020, by and among the NBA, MSG Sports, certain subsidiaries of MSG Sports and certain other entities, (f) the Letter Agreement, dated as of December 14, 2021, by and among New York Knicks, LLC, the NBA and certain other entities (g) the Letter Agreement, dated as of November 6, 2025, by and among New York Knicks, LLC, the NBA and certain other entities and (h) the Transaction Agreement, dated as of March 29, 2023, by and among the NBA, MSG Entertainment, certain subsidiaries of MSG Entertainment, Sphere Entertainment and certain other entities.
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“NHL” shall mean the National Hockey League.
“NHL Agreements” shall mean (a) the Transaction Approval Agreement, dated as of September 28, 2015, by and among the NHL, MSG Sports and certain subsidiaries of MSG Sports, (b) the Transfer Consent Agreement, dated as of September 28, 2015, by and among the NHL, MSG Sports and certain subsidiaries of MSG Sports, (c) the Transaction Agreement, dated as of April 15, 2020, by and among the NHL, MSG Sports, certain subsidiaries of MSG Sports and certain other entities, (d) the Letter Agreement dated as of November 6, 2025, by and among New York Rangers, LLC, the NBA and certain other entities and (e) the Transaction Agreement, dated as of the date hereof, by and among the NHL, MSG Sports, certain subsidiaries of MSG Sports, Spinco and certain other entities.
“NYSE” shall mean the New York Stock Exchange LLC.
“Outside Notice Date” shall have the meaning set forth in Section 3.3(a).
“Parties” shall have the meaning set forth in the preamble to this Agreement.
“Person” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.
“Records” shall have the meaning set forth in Section 4.1(a) of this Agreement.
“Registration Statement” shall mean the registration statement on Form 10 filed with the Commission to effect the registration of the Spinco Class A Common Shares pursuant to the Exchange Act.
“Representative” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.
“Retained Claims Liabilities” shall mean the Liabilities, if any, described in Schedule B-1.
“Spinco” shall have the meaning set forth in the preamble to this Agreement.
“Spinco Assignee” shall have the meaning set forth in Section 2.9(b) of this Agreement.
“Spinco Assignor” shall have the meaning set forth in Section 2.9(b) of this Agreement.
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“Spinco Assumed Contract Liabilities” shall have the meaning set forth in Section 2.9(a) of this Agreement.
“Spinco Business” shall have the meaning set forth in the recitals to this Agreement. For the avoidance of doubt, Spinco Business shall include any discontinued business previously owned or operated by the Spinco Business or any business which has been sold or transferred by the Spinco Business, including any Liabilities relating to businesses or assets previously owned or operated by the Spinco Business
“Spinco Class A Common Shares” shall mean the shares of Spinco Class A Common Stock to be distributed in the Distribution.
“Spinco Class A Common Stock” shall mean the Class A common stock, par value $0.01 per share, of Spinco.
“Spinco Class B Common Shares” shall mean the shares of Class B Common Stock to be distributed in the Distribution.
“Spinco Class B Common Stock” shall mean the Class B common stock, par value $0.01 per share, of Spinco.
“Spinco Common Stock” shall mean the Spinco Class A Common Stock, together with the Spinco Class B Common Stock.
“Spinco Group” shall mean Spinco and each Person that is a Spinco Subsidiary immediately after the Distribution Date.
“Spinco Indemnitees” shall mean:
(i) Spinco and each Affiliate thereof after giving effect to the Distribution; and
(ii) each of the respective Representatives of any of the entities described in the immediately preceding clause (i) and each of the heirs, executors, successors and assigns of any of such Representatives.
“Spinco Liabilities” shall mean:
(i) any and all Liabilities (other than Taxes that are specifically covered by the Tax Disaffiliation Agreement and other Liabilities that are specifically covered by the other Ancillary Agreements and not expressly made subject to this Agreement by the express terms of any the Ancillary Agreement) that are expressly contemplated by this Agreement or any Ancillary Agreements (or the Schedules hereto or thereto) as Liabilities to be assumed by Spinco or any member of the Spinco Group, and all Liabilities of any member of the Spinco Group under this Agreement;
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(ii) all Liabilities (other than Taxes that are specifically covered by the Tax Disaffiliation Agreement and other Liabilities that are specifically covered by the other Ancillary Agreements and not expressly made subject to this Agreement by the express terms of the Ancillary Agreement), if and to the extent relating to, arising out of or resulting from:
(A) the ownership or operation of the Spinco Business (including, for the avoidance of doubt, any discontinued business or any business which has been sold or transferred), as conducted at any time prior to, on or after the Distribution Date, including any Liability incurred by MSG Sports Group under the indemnification provisions of the 2015 Distribution Agreement which relate to the ownership or operation of the Spinco Business (a “2015 Liability”) and under the indemnification provisions of the 2020 Distribution Agreement which relate to the ownership or operation of the Spinco Business (a “2020 Liability”);
(B) the ownership or operation of any business conducted by Spinco or any Spinco Subsidiary at any time after the Distribution Date, including any 2015 Liability or 2020 Liability; or
(C) the NHL Agreements, in connection with the ownership or operation of the Spinco Business;
(iii) all 2015 Liabilities, all 2020 Liabilities, and any Spinco Retained Claims Liabilities;
(iv) all Spinco Assumed Contract Liabilities; and
(v) all Spinco Retained Contract Liabilities.
Notwithstanding the foregoing, the Spinco Liabilities shall not include: (x) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by MSG Sports or any member of the MSG Sports Group; (y) any agreements and obligations of any member of the MSG Sports Group under this Agreement or any of the Ancillary Agreements and (z) any Retained Claims Liabilities.
“Spinco Releasee” shall have the meaning set forth in Section 2.14(a) of this Agreement.
“Spinco Releasor” shall have the meaning set forth in Section 2.14(a) of this Agreement.
“Spinco Retained Claims Liabilities” shall mean the Liabilities described in Schedule B-2.
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“Spinco Retained Contract Liabilities” shall have the meaning set forth in Section 2.9(b) of this Agreement.
“Spinco Share” shall mean each Spinco Class A Common Share and Spinco Class B Common Share, on an individual basis.
“Spinco Subsidiaries” shall mean all of the Subsidiaries listed on Schedule A-1.
“Subsidiary” shall mean with respect to any specified Person, any corporation or other legal entity of which such Person or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interests entitled to vote on the election of members to the board of directors or similar governing body or, in the case of a Person with no governing body, more than 50% of the equity interests. As to Spinco and MSG Sports, the term “Subsidiary” shall also include the 50% or less owned entities listed on Schedule A-2 with respect to Spinco and Schedule A-3 with respect to MSG Sports.
“Tax” shall have the meaning set forth in the Tax Disaffiliation Agreement.
“Tax Disaffiliation Agreement” shall mean the Tax Disaffiliation Agreement by and between MSG Sports and Spinco, which agreement shall be entered into prior to or on the Distribution Date.
“Third Party” shall mean any Person who is not a Party to this Agreement.
“Third-Party Claim” shall have the meaning set forth in Section 3.3(a) of this Agreement.
“Transfers” shall mean the direct and indirect transfers of assets and assignment of agreements from MSG Sports to Spinco which resulted in Spinco owning, directly or indirectly, the Spinco Business.
“2015 Distribution Agreement” shall mean the Distribution Agreement, dated as of September 15, 2015 between MSG Sports and MSG Networks Inc.
“2020 Distribution Agreement” shall mean the Distribution Agreement, dated as of March 31, 2020 between MSG Sports and Sphere Entertainment.
Section 1.2 Reference; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Schedules shall be deemed references to Articles and Sections of, and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. Neither this Agreement nor any Ancillary Agreement shall be construed against either Party as the principal draftsperson hereof or thereof.
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ARTICLE II
DISTRIBUTION AND
CERTAIN COVENANTS
Section 2.1 Distribution. (a) On or prior to the Distribution Date, MSG Sports shall instruct MSG Sports’ stock transfer agent (the “Agent”) to effect the Distribution by distributing, on or as soon as practicable following the Distribution Date, the Spinco Class A Common Shares and the Spinco Class B Common Shares to the holders of record as of the Distribution Record Date of MSG Sports Class A Common Stock and MSG Sports Class B Common Stock, respectively, and to credit the appropriate class and number of such Spinco Shares to book entry accounts or issue properly endorsed stock certificates, as applicable, for each such holder of MSG Sports Common Stock, all as further contemplated by the Information Statement and hereby. Spinco shall provide any share certificates that the Agent shall require in order to effect the Distribution. The Distribution shall be effective at 11:59 P.M., New York City time, on the Distribution Date.
(b) The Spinco Shares distributed in the Distribution are generally intended to be distributed pursuant to a book entry system. MSG Sports shall instruct the Agent to deliver the Spinco Shares previously delivered to the Agent to a depositary and to mail to each holder of record of MSG Sports Common Stock on the Distribution Record Date, a statement of the Spinco Shares credited to such holder’s account. If prior to or following the Distribution a holder of Spinco Shares requests physical certificates instead of participating in the book entry system, the Agent shall issue certificates for such shares. In lieu of fractional shares, cash shall be given to holders otherwise entitled to such fractional Spinco Shares on the Distribution Date. As soon as practicable following the Distribution Date, the Agent shall (i) aggregate all fractional Spinco Class A Common Shares into whole Spinco Class A Common Shares and (ii) aggregate all fractional Spinco Class B Common Shares into whole Spinco Class B Common Shares, and convert the whole Spinco Class B Common Shares into whole Spinco Class A Common Shares, and (iii) sell the whole Spinco Class A Common Shares in the open market at then prevailing prices and shall distribute to each such holder such holder’s ratable share of the proceeds of such sale, net of brokerage fees incurred in such sales and after deducting any Taxes required to be withheld and applicable transfer Taxes.
Section 2.2 MSG Sports Determination. MSG Sports shall have the sole and absolute discretion to determine whether to proceed with all or part of the Distribution and all terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the consummation of the Distribution. Spinco shall cooperate with MSG Sports in all respects to accomplish the Distribution and shall, at MSG Sports’ direction, promptly take any and all actions necessary or desirable to effect the Distribution. In its sole and absolute discretion, MSG Sports shall select any investment banker(s) and manager(s) in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and outside counsel for MSG Sports, which shall include Sullivan & Cromwell LLP. Each of MSG Sports and Spinco acknowledges that it has been afforded the opportunity to seek the advice and assistance of its own separate counsel in connection with the negotiation and preparation of this Agreement and the Ancillary Agreements.
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Section 2.3 Charter; Bylaws. On or prior to the Distribution Date, Spinco and MSG Sports shall have taken all necessary actions to provide for the adoption of the form of the Amended and Restated Articles of Incorporation and form of Amended and Restated Bylaws in substantially the form filed by Spinco with the Commission as exhibits to the Registration Statement.
Section 2.4 Directors. On or prior to the Distribution Date, MSG Sports and Spinco shall have taken all necessary action to cause the Board of Directors of Spinco to consist of the individuals identified in the Information Statement as directors of Spinco as of the Effective Time.
Section 2.5 Election of Officers. On or prior to the Distribution Date, Spinco shall take all actions necessary and desirable so that as of the Distribution Date the officers of Spinco will be as set forth in the Information Statement.
Section 2.6 Certain Licenses and Permits. On or prior to the Distribution Date or as soon as reasonably practicable thereafter, MSG Sports shall use its commercially reasonable efforts to transfer or cause to be transferred any transferable licenses, permits and authorizations issued by any Governmental Authority which relate solely to the Spinco Business but which are held in the name of any member of the MSG Sports Group, or in the name of any employee, officer, director, stockholder or agent of any such member, or otherwise, on behalf of a member of the Spinco Group to the appropriate member of the Spinco Group.
Section 2.7 State Securities Laws. Prior to the Distribution Date, MSG Sports and Spinco shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in order to effect the Distribution.
Section 2.8 Listing Application; Notice to Stock Exchange. (a) Prior to the Distribution Date, MSG Sports and Spinco shall prepare and file with NYSE a listing application and related documents and shall take all such other actions with respect thereto as shall be necessary or desirable in order to cause NYSE to list on or prior to the Distribution Date, subject to official notice of issuance, the Spinco Class A Common Shares.
(b) Prior to the Distribution, MSG Sports shall give NYSE not less than ten days’ advance notice of the Distribution Record Date in compliance with Rule 10b-17 under the Exchange Act and Section 204.12 of the NYSE Listed Company Manual.
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Section 2.9 Assignment of Agreements.
(a) In connection with the Transfers, MSG Sports and/or its Affiliates shall enter into assignment agreements pursuant to which certain rights and obligations of MSG Sports and/or its Affiliates (in each case, an “MSG Sports Assignor”) will be assigned to, and accepted and assumed by, Spinco and/or its Affiliates (in each case a “Spinco Assignee”), in each case effective at or prior to the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant MSG Sports Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, an “MSG Sports Retained Contract Liability”) and the relevant Spinco Assignee shall be entitled to the benefits of and be responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, a “Spinco Assumed Contract Liability”).
(b) In connection with the Transfers, Spinco and/or its Affiliates shall enter into assignment agreements pursuant to which rights and obligations of Spinco and/or its Affiliates (in each case, an “Spinco Assignor”) will be assigned to, and accepted and assumed by, MSG Sports and/or its Affiliates (in each case an “MSG Sports Assignee”), in each case effective as of the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant Spinco Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, a “Spinco Retained Contract Liability”) and the relevant MSG Sports Assignee shall be entitled to the benefits and responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, an “MSG Sports Assumed Contract Liability”).
Section 2.10 Removal of Certain Guarantees; Releases from Liabilities.
(a) Except as otherwise specified in any Ancillary Agreement, (i) Spinco shall use its commercially reasonable efforts to have, on or prior to the Distribution Date, or as soon as practicable thereafter, all members of the MSG Sports Group removed as guarantors of or obligors for any Liability of Spinco, including in respect of those guarantees, if any, set forth on Schedule C-1 of this Agreement, and (ii) MSG Sports shall use its commercially reasonable efforts to have, on or prior to the Distribution Date, or as soon as practicable thereafter, all members of the Spinco Group removed as guarantors of or obligors for any Liability of MSG Sports, including in respect of those guarantees, if any, set forth on Schedule C-2 of this Agreement.
(b) If Spinco or MSG Sports, as the case may be, is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.10(a), the applicable guarantor or obligor shall continue to be bound as such and, unless not permitted by Law or the terms thereof, the relevant beneficiary shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder from and after the Effective Time.
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(c) If (i) Spinco is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.10(a), or (ii) Spinco Liabilities arise from and after the Effective Time but before a member of the MSG Sports Group which is a guarantor or obligor with reference to any such Spinco Liability is removed pursuant to Section 2.10(a), then such guarantor or obligor shall be indemnified by Spinco for all Liabilities incurred by it in its capacity as guarantor or obligor. Without limiting the foregoing, Spinco shall, or shall cause a member of the Spinco Group to, reimburse any such member of the MSG Sports Group which is a guarantor or obligor as soon as practicable (but in no event later than 30 days) following delivery by MSG Sports to Spinco of notice of a payment made pursuant to this Section 2.10 in respect of Spinco Liabilities.
(d) If (i) MSG Sports is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.10(a), or (ii) MSG Sports Liabilities arise from and after the Effective Time but before a member of the Spinco Group which is a guarantor or obligor with reference to any such MSG Sports Liability is removed pursuant to Section 2.10(a), then such guarantor or obligor shall be indemnified by MSG Sports for all Liabilities incurred by it in its capacity as guarantor or obligor. Without limiting the foregoing, MSG Sports, shall, or shall cause a member of the MSG Sports Group to, reimburse any such member of the Spinco Group which is a guarantor or obligor as soon as practicable (but in no event later than 30 days) following delivery by Spinco to MSG Sports of notice of a payment made pursuant to this Section 2.10 in respect of MSG Sports Liabilities.
(e) In the event that at any time before or after the Distribution Date MSG Sports identifies any letters of credit, interest rate or foreign exchange contracts, surety bonds or other contracts (excluding guarantees) that relate primarily to the Spinco Business but for which a member of the MSG Sports Group has contingent, secondary, joint, several or other Liability of any nature whatsoever, Spinco shall, at its expense, take such actions and enter into such agreements and arrangements as MSG Sports may reasonably request to effect the release or substitution of MSG Sports (or a member of the MSG Sports Group).
(f) In the event that at any time before or after the Distribution Date Spinco identifies any letters of credit, interest rate or foreign exchange contracts, surety bonds or other contracts (excluding guarantees) that relate primarily to the MSG Sports Business but for which a member of the Spinco Group has contingent, secondary, joint, several or other Liability of any nature whatsoever, MSG Sports shall, at its expense, take such actions and enter into such agreements and arrangements as Spinco may reasonably request to effect the release or substitution of Spinco (or a member of the Spinco Group).
(g) The Parties shall use commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution or amendment required to novate or assign all MSG Sports Liabilities and Spinco Liabilities of any nature whatsoever transferred under this Agreement or an Ancillary Agreement, or to obtain in writing the unconditional release of the assignor so that in each such case, MSG Sports (or an appropriate member of the MSG Sports Group) shall be solely responsible for the MSG Sports Liabilities and Spinco (or an appropriate member of the Spinco Group) shall be solely responsible for the Spinco Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefore (except for filing fees or other similar charges) to any Third Party from whom such consent, substitution, amendment or release is requested. Whether or not any such consent, substitution, amendment or release is obtained, nothing in this Section 2.10 shall in any way limit the obligations of the parties under Article III.
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Section 2.11 Corporate Names; Trademarks. All agreements relating to intellectual property with respect to the Spinco Business are set forth in a separate agreement between Spinco and MSG Entertainment, dated the date hereof, and this Agreement shall in no way modify or supersede the agreement between Spinco and MSG Entertainment.
Section 2.12 Ancillary Agreements. Prior to the Distribution Date, each of MSG Sports and Spinco shall enter into, and/or (where applicable) shall cause members of their respective Groups to enter into, the Ancillary Agreements and any other agreements in respect of the Distribution reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.
Section 2.13 Acknowledgment by Spinco.
(a) Spinco, on behalf of itself and all members of the Spinco Group, acknowledges, understands and agrees that, except as may be expressly set forth herein or in any Ancillary Agreement, (a) no member of the MSG Sports Group or any other Person has, in this Agreement or in any other agreement or document, or otherwise made any representation or warranty of any kind whatsoever, express or implied, to Spinco or any member of the Spinco Group or to any director, officer, employee or agent thereof in any way with respect to any of the transactions contemplated hereby or the business, assets, agreements, condition or prospects (financial or otherwise) of, or any other matter involving, the assets, agreements, Liabilities or businesses of MSG Sports, any member of the MSG Sports Group, Spinco or any member of the Spinco Group, any assets that are transferred, any agreements that are assigned, any Spinco Liabilities or the Spinco Business, (b) Spinco and each member of the Spinco Group has taken all of the assets that are transferred, any agreements that are assigned, the Spinco Business and Spinco Liabilities on an “as is, where is” basis, and all implied warranties of merchantability, fitness for a specific purpose or otherwise have been and are hereby expressly disclaimed, and (c) none of MSG Sports or any members of the MSG Sports Group or any other person has made or makes any representation or warranty with respect to the Distribution or the entering into of this Agreement or the Ancillary Agreements or the transactions contemplated hereby and thereby, and, in each case, Spinco has not relied on any such representation or warranty. Except as expressly set forth herein or in any other Ancillary Agreement, Spinco and each member of the Spinco Group shall bear the economic and legal risk that the Spinco Assets shall prove to be insufficient or that the title of any member of the Spinco Group to any Spinco Assets shall be other than good and marketable and free from encumbrances. The provisions of the Contribution Agreement and any related assignment agreement or other related documents are expressly subject to this Section 2.13 and to Section 2.14 hereof.
Section 2.14 Release.
(a) Spinco agrees that for itself and for its predecessors, Subsidiaries, departments, divisions and sections and for their successors, Affiliates, heirs, assigns, executors, administrators, partners, members, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Spinco Releasor” and collectively, the “Spinco Releasors”), in consideration of the making by MSG Sports of the Transfers, the Spinco Releasors shall release, waive and
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forever discharge MSG Sports and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, partners, members, officers, directors, shareholders, employees, attorneys and agents (individually, each a “ Spinco Releasee” and collectively, the “Spinco Releasees”) from, and shall, in addition to other obligations under Article III, indemnify and hold harmless all such persons against and from, all Liabilities of every name and nature, in law or equity, known or unknown, which against any Spinco Releasee, a Spinco Releasor ever had, now has or hereafter can, shall or may have by reason of any matter, act, omission, conduct, transaction or occurrence from the beginning of the world up to and including the Distribution Date for, upon, by reason of, asserted in or arising out of, or related to:
| • | The management of the business and affairs of Spinco (and its predecessors, Subsidiaries and Affiliates) and the Spinco Business on or prior to the Distribution Date; |
| • | The terms of this Agreement, the Ancillary Agreements, the Distribution, the Amended and Restated Articles of Incorporation or the Amended and Restated Bylaws of Spinco; and |
| • | Any other decision that may have been made, or any action taken, relating to Spinco (and its predecessors, Subsidiaries and Affiliates), the Spinco Business or the Distribution. |
The term “Spinco Releasee” is expressly intended to include any person who served as an incorporator, director, officer, employee, agent or attorney of Spinco on or prior to the Distribution Date at the request of MSG Sports. Each Spinco Releasor expressly covenants and agrees never to institute, or participate (including as a member of a class) in, any Action against any Spinco Releasee, in any court or forum, directly or indirectly, regarding or relating to the matters released through this Release, and further covenants and agrees that this Release is a bar to any such Action. For the avoidance of doubt, the purpose of this Section 2.14(a) is to make clear the intent of the Parties that, following the Distribution Date, the only Liability that any Spinco Releasee shall have to any Spinco Releasor shall be its obligation to perform its obligations under and pursuant to the terms of this Agreement, the Ancillary Agreements and any other agreements to which the Spinco Releasee and the Spinco Releasor are parties and there shall be no Liability in respect of any event, occurrence, action or inaction on or prior to the Distribution Date. This Release shall not extend to any Liabilities owed by a Spinco Releasee to a Spinco Releasor in the Spinco Releasor’s capacity as a director, officer, employee or other Representative or shareholder of the Spinco Releasee nor shall it release any Liabilities or obligations under this Agreement or any Ancillary Agreements or any other agreements to which the Spinco Releasee and the Spinco Releasor are parties.
(b) MSG Sports agrees that for itself and for its predecessors, Subsidiaries, departments, divisions and sections and for their successors, Affiliates, heirs, assigns, executors, administrators, partners, members, officers, directors, shareholders, employees, attorneys and agents (individually, each an “MSG Sports Releasor” and collectively, the “MSG Sports Releasors”), in consideration of the entry by Spinco into this Agreement and the Ancillary
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Agreements, the MSG Sports Releasors shall release, waive and forever discharge Spinco and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, partners, members, officers, directors, shareholders, employees, attorneys and agents (individually, each an “MSG Sports Releasee” and collectively, the “MSG Sports Releasees”) from, and shall, in addition to other obligations under Article III, indemnify and hold harmless all such persons against and from, all Liabilities of every name and nature, in law or equity, known or unknown, which against any MSG Sports Releasee, an MSG Sports Releasor ever had, now has or hereafter can, shall or may have by reason of any matter, act, omission, conduct, transaction or occurrence from the beginning of the world up to and including the Distribution Date for, upon, by reason of, asserted in or arising out of, or related to:
| • | The management of the business and affairs of MSG Sports (and its predecessors, Subsidiaries and Affiliates) and the MSG Sports Business on or prior to the Distribution Date; |
| • | The terms of this Agreement, the Ancillary Agreements, the Distribution, the Articles of Incorporation or the Bylaws of MSG Sports; and |
| • | Any other decision that may have been made, or any action taken, relating to MSG Sports (and its predecessors, Subsidiaries and Affiliates), the MSG Sports Business or the Distribution. |
The term “MSG Sports Releasee” is expressly intended to include any person who served as an incorporator, director, officer, employee, agent or attorney of MSG Sports on or prior to the Distribution Date. Each MSG Sports Releasor expressly covenants and agrees never to institute, or participate (including as a member of a class) in, any Action against any MSG Sports Releasee, in any court or forum, directly or indirectly, regarding or relating to the matters released through this Release, and further covenants and agrees that this Release is a bar to any such Action. For the avoidance of doubt, the purpose of this Section 2.14(b) is to make clear the intent of the Parties that, following the Distribution Date, the only Liability that any MSG Sports Releasee shall have to any MSG Sports Releasor shall be its obligation to perform its obligations under and pursuant to the terms of this Agreement, the Ancillary Agreements and any other agreements to which the MSG Sports Releasee and the MSG Sports Releasor are parties and there shall be no Liability in respect of any event, occurrence, action or inaction on or prior to the Distribution Date. This Release shall not extend to any Liabilities owed by an MSG Sports Releasee to an MSG Sports Releasor in the MSG Sports Releasor’s capacity as a director, officer, employee or other Representative or shareholder of the MSG Sports Releasee nor shall it release any Liabilities or obligations under this Agreement or any Ancillary Agreements or any other agreements to which the MSG Sports Releasee and the MSG Sports Releasor are parties.
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Section 2.15 Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the Ancillary Agreements:
(a) From and after the Effective Time, (i) MSG Sports shall, and shall cause each member of the MSG Sports Group to, assume, pay, perform and discharge all MSG Sports Liabilities in the ordinary course of business, consistent with past practice, and (ii) Spinco shall, and shall cause each member of the Spinco Group, to assume, pay, perform and discharge all Spinco Liabilities in the ordinary course of business, consistent with past practice. The agreements in this Section 2.15 are made by each Party for the sole and exclusive benefit of the other Party. To the extent reasonably requested to do so by the other Party, each Party agrees to execute and deliver such documents, in a form reasonably satisfactory to such Party, as may be reasonably necessary to evidence the assumption of any Liabilities hereunder.
(b) All intercompany trade, accounts receivable and accounts payable between any member of one Group and any member of another Group in existence at the Effective Time shall be paid and performed in accordance with their terms.
Section 2.16 Further Assurances. If at any time after the Effective Time any further action is reasonably necessary or desirable to carry out the purposes of this Agreement and the Ancillary Agreements, the proper officers of each Party shall take all such necessary action. Without limiting the foregoing, each Party shall use its commercially reasonable efforts promptly to obtain all consents and approvals, to enter into all agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including all applicable filings with, and approvals from, any Governmental Authority.
ARTICLE III
INDEMNIFICATION
Section 3.1 Indemnification by MSG Sports. Except as otherwise specifically set forth in any provision of this Agreement from and after the Distribution Date, MSG Sports shall indemnify, defend and hold harmless the Spinco Indemnitees from and against any and all Indemnifiable Losses of the Spinco Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the MSG Sports Liabilities or alleged MSG Sports Liabilities; (ii) any breach by any member of the MSG Sports Group of this Agreement (including any provision of this Section 3.1); (iii) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or the Information Statement or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent relating to the MSG Sports Group; and (iv) any indemnification or other obligation that any member of the Spinco Group may have (x) to the NBA or its affiliated entities pursuant to the NBA Agreements to the extent that such indemnification or other obligation arose in connection with the ownership or operation of the MSG Sports Business, (y) for any Losses to the NBA, the NHL or their respective affiliated entities, in each case as a result of any act or omission by any member of the MSG Sports Group, and (z) for any Losses to the NBA, the NHL or their respective affiliated entities, in each case as a result of any obligation of any member of the Spinco Group to cause or otherwise direct any act or omission of any member of the MSG Sports Group. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.
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Section 3.2 Indemnification by Spinco. Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, Spinco shall indemnify, defend and hold harmless the MSG Sports Indemnitees from and against any and all Indemnifiable Losses of the MSG Sports Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the Spinco Liabilities or alleged Spinco Liabilities; (ii) any breach by any member of the Spinco Group of this Agreement (including any provision of this Section 3.2); (iii) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or the Information Statement or in any registration statement, prospectus or listing application with a securities exchange filed by Spinco in connection with the Distribution, or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this clause (iii) shall not apply to any Liability that is covered by Section 3.1(iii); and (iv) any indemnification or other obligation that any member of the MSG Sports Group may have (x) to the NHL or its affiliated entities pursuant to the NHL Agreements to the extent that such indemnification or other obligation arose in connection with the ownership or operation of the Spinco Business, (y) for any Losses to the NBA, the NHL or their respective affiliated entities, in each case as a result of any act or omission by any member of the Spinco Group, and (z) for any Losses to the NBA, the NHL or their respective affiliated entities, in each case as a result of any obligation of any member of the MSG Sports Group to cause or otherwise direct any act or omission of any member of the Spinco Group. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.
Section 3.3 Procedures for Indemnification.
(a) If a claim or demand is made by a Third Party against an Indemnitee (a “Third-Party Claim”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event by the date (the “Outside Notice Date”) that is the 15th Business Day) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notice under this Section 3.3 shall be provided in accordance with Section 5.6. For the avoidance of doubt, knowledge of a Third-Party Claim by a Person who is an officer or director of both MSG Sports and Spinco shall not constitute notice for purposes of this Section 3.3.
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If a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party.
If the Indemnifying Party acknowledges in writing responsibility under this Section 3.3 for a Third-Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third-Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and releases the Indemnitee completely in connection with such Third-Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim.
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Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.
(b) In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.
(c) Spinco shall, and shall cause the other Spinco Indemnitees to, and MSG Sports shall, and shall cause the other MSG Sports Indemnitees to, cooperate as may reasonably be required in connection with the investigation, defense and settlement of any Third-Party Claim. In furtherance of this obligation, the Parties agree that if an Indemnifying Party chooses to defend or to compromise or settle any Third-Party Claim, MSG Sports or Spinco, as the case may be, shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former and then current directors, officers, employees and agents of the members of its respective Group as witnesses and any Records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such Person, Records or other documents may reasonably be required in connection with such defense, settlement or compromise. At the request of an Indemnifying Party, an Indemnitee shall enter into a reasonably acceptable joint defense agreement.
(d) The remedies provided in this Article III shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.
Section 3.4 Indemnification Payments. (a) Indemnification required by this Article III shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this Article III within 30 days after receipt of a bill therefor or notice that an Indemnifiable Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the bill or notice of the Indemnified Loss to but not including the date of payment, at the Applicable Rate.
(b) The amount of any claim by an Indemnitee under this Agreement (i) shall be reduced to reflect any actual Tax savings or insurance proceeds received by any Indemnitee that result from the Indemnifiable Losses that gave rise to such indemnity and (ii) shall be increased by an amount equal to any Tax cost incurred by any Indemnitee that results from receipt of payments under this Article III.
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(c) For all Tax purposes and to the extent permitted by applicable Law, the Parties hereto shall treat (a) any payment (other than payments representing interest) made pursuant to this Article III as a capital contribution or a distribution, as the case may be, immediately prior to the Distribution and (b) any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.
ARTICLE IV
ACCESS TO INFORMATION
Section 4.1 Provision of Corporate Records.
(a) Except as specifically provided in Article III (in which event the provisions of such Article will govern), after the Distribution Date, upon the prior written request by Spinco for specific and identified agreements, documents, books, records or files including accounting and financial records (collectively, “Records”) which relate to Spinco or the conduct of the Spinco Business up to the Effective Time, or which Spinco determines are necessary or advisable in order for Spinco to prepare its financial statements and any reports or filings to be made with any Governmental Authority, MSG Sports shall arrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Records (or the originals thereof if Spinco has a reasonable need for such originals) in the possession or control of MSG Sports or any of the MSG Sports Subsidiaries, but only to the extent such items are not already in the possession or control of the requesting Party.
(b) Except as specifically provided in Article III (in which event the provisions of such Article will govern), after the Distribution Date, upon the prior written request by MSG Sports for specific and identified Records which relate to MSG Sports or the conduct of the MSG Sports Business up to the Effective Time, or which MSG Sports determines are necessary or advisable in order for MSG Sports to prepare its financial statements and any reports or filings to be made with any Governmental Authority, Spinco shall arrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Records (or the originals thereof if MSG Sports has a reasonable need for such originals) in the possession or control of Spinco or any of the Spinco Subsidiaries, but only to the extent such items are not already in the possession or control of the requesting Party.
Section 4.2 Access to Information. Except as specifically provided in Article III (in which event the provisions of such Article will govern), from and after the Distribution Date, each of MSG Sports and Spinco shall afford to the other and its authorized Representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information, to the personnel, properties, and Records of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party and relates to such other Party or the conduct of its business prior to the Effective Time.
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Section 4.3 Witnesses; Documents and Cooperation in Actions. (a) At all times from and after the Distribution Date, each of MSG Sports and Spinco shall use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ former and then current Representatives as witnesses and any Records within its control or which it otherwise has the ability to make available, to the extent that such Persons or Records may reasonably be required in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved. The requesting Party shall promptly reimburse the other party (and any person it makes available hereunder) for all reasonable out-of-pocket costs and expenses incurred in connection therewith. This provision shall not apply to any Action brought by one Party against another Party (as to which production of documents and witnesses shall be governed by applicable discovery rules).
(b) Without limiting any provision of this Section 4.3, the Parties shall cooperate and consult, and shall cause each member of their respective Groups to cooperate and consult, to the extent reasonably necessary with respect to any Actions.
(c) In connection with any matter contemplated by this Section 4.3, the Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of any Group.
Section 4.4 Confidentiality. (a) MSG Sports and the MSG Sports Subsidiaries and Spinco and the Spinco Subsidiaries shall not use or permit the use of and shall keep, and shall cause its consultants and advisors to keep, confidential all information concerning the other Party in its possession, its custody or under its control to the extent such information (w) relates to or was acquired during the period up to the Effective Time, (x) relates to any Ancillary Agreement, (y) is obtained in the course of performing services for the other Party pursuant to any Ancillary Agreement, or (z) is based upon or is derived from information described in the preceding clauses (w), (x) or (y), and each Party shall not (without the prior written consent of the other) otherwise release or disclose such information to any other Person, except such Party’s auditors, attorneys, consultants and advisors, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by Law and such Party has used commercially reasonable efforts to consult with the other affected Party or Parties prior to such disclosure. Each Party shall be deemed to have satisfied its obligation to hold confidential any information concerning or owned by the other Party or its Group if it exercises the same care as it takes to preserve confidentiality for its own similar information. The covenants in this Section 4.4 shall survive the transactions contemplated by this Agreement and shall continue indefinitely; provided, however, that the covenants in this Section 4.4 shall terminate with respect to any information not constituting a trade secret under applicable law on the third anniversary of the later of the Distribution Date or the date on which the Party subject to such covenants with respect to such information receives it (but any such termination shall not terminate or otherwise limit any other covenant or restriction regarding the
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disclosure or use of such information under any Ancillary Agreement or other agreement, instrument or legal obligation). This Section 4.4 shall not apply to information (A) that has been in the public domain through no fault of such Party or (B) that has been later lawfully acquired from other sources by such Party, (C) the use or disclosure of which is permitted by this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto, (D) that is immaterial and its disclosure is required as part of the conduct of that Party’s business and would not reasonably be expected to be detrimental to the interests of the other Party or (E) that the other Party has agreed in writing may be so used or disclosed.
(b) If any Party or any member of its Group either determines that it is required to disclose pursuant to applicable Law, or receives any demand under lawful process or from any Governmental Authority to disclose or provide, information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions of Section 4.4(a) such Party shall notify the other Party prior to disclosing or providing such information and shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party. Subject to the foregoing, the Person that received such request may thereafter disclose or provide such information if and to the extent required by such Law or by lawful process or such Governmental Authority; provided, however, that the Person shall only disclose such portion of the information as required to be disclosed or provided.
Section 4.5 Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the MSG Sports Group, and each of the members of the Spinco Group, and that each of the members of the MSG Sports Group, and each of the members of the Spinco Group, should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows:
(a) MSG Sports shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the MSG Sports Business (other than with respect to Liabilities as to which Spinco is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Sports or Spinco. MSG Sports shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting MSG Sports Liabilities (including Retained Claims Liabilities), or other Liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, whether or not the privileged information is in the possession of or under the control of MSG Sports or Spinco.
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(b) Spinco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the Spinco Business (other than with respect to matters or claims that are Retained Claims Liabilities or other Liabilities as to which MSG Sports is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Sports or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Spinco Liabilities, or other liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged information is in the possession of Spinco or under the control of MSG Sports or Spinco.
(c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a) and (b).
(d) No Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privilege, without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except to the extent reasonably required in connection with any Third-Party Claims or as provided in subsection (e) below.
(e) In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party; provided, however, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and that such a Party shall, to the best of that Party’s ability, keep such information confidential and limited in distribution (including, for example, not filing any such information in a public court document); and that any such use shall not operate as a waiver of the shared privilege with respect to any Third-Party Claims.
(f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests.
(g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives have received any subpoena, discovery or other request which arguably calls for the production or disclosure of such privileged information, such Party shall promptly notify the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information.
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(h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of MSG Sports and Spinco, as set forth in Sections 4.2, 4.3, 4.4 and this Section 4.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1, 4.2, and 4.3 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 and 4.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 hereof, and the transfer of privileged information between and among the Parties and their respective Subsidiaries, Affiliates and Representatives pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.
Section 4.6 Ownership of Information. Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to Article III or this Article IV shall be deemed to remain the property of the providing Person. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information.
Section 4.7 Cost of Providing Records and Information. A Party requesting Records, information or access to personnel, witnesses or properties, under Article III or this Article IV, agrees to reimburse the other Party and its Subsidiaries for the reasonable out-of-pocket costs, if any, incurred in seeking to satisfy the request of the requesting Party.
Section 4.8 Retention of Records. Except (a) as provided in the Tax Disaffiliation Agreement or (b) when a longer retention period is otherwise required by Law or agreed to in writing, the MSG Sports Group and the Spinco Group shall retain all Records relating to the MSG Sports Business and the Spinco Business as of the Effective Time for the periods of time provided in each Party’s record retention policy (with respect to the documents of such party and without regard to the Distribution or its effects) as in effect on the Distribution Date. Notwithstanding the foregoing, in lieu of retaining any specific Records, MSG Sports or Spinco may offer in writing to deliver such Records to the other and, if such offer is not accepted within 90 days, the offered Records may be destroyed or otherwise disposed of at any time. If a recipient of such offer shall request in writing prior to the scheduled date for such destruction or disposal that any of Records proposed to be destroyed or disposed of be delivered to such requesting Party, the Party proposing the destruction or disposal shall promptly arrange for delivery of such of the Records as was requested (at the cost of the requesting Party).
Section 4.9 Other Agreements Providing for Exchange of Information. The rights and obligations granted under this Article IV are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of information set forth in any Ancillary Agreement or in any other agreement to which a member of the MSG Sports Group and a member of the Spinco Group is a party.
Section 4.10 Policies and Best Practices. Without representation or warranty, Spinco and MSG Sports shall continue to be permitted to share, on a confidential basis, “best practices” information and materials (such as policies, workflow templates and standard form contracts).
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Section 4.11 Compliance with Laws and Agreements. Nothing in this Article IV shall be deemed to require any Person to provide any information if doing so would, in the opinion of counsel to such Person, be inconsistent with any legal or constitutional obligation applicable to such Person.
ARTICLE V
MISCELLANEOUS
Section 5.1 Complete Agreement; Construction. This Agreement, including the Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail.
Section 5.2 Ancillary Agreements. Except as may be expressly stated herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.
Section 5.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.
Section 5.4 Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.
Section 5.5 Distribution Expenses. Except as otherwise set forth in this Agreement or any Ancillary Agreement, all costs and expenses incurred on or prior to the Distribution Date (whether or not paid on or prior to the Distribution Date) in connection with the preparation, execution, delivery, printing and implementation of this Agreement and any Ancillary Agreement, the Information Statement and the Registration Statement, and the Distribution and the consummation of the transactions contemplated thereby, shall be charged to and paid by MSG Sports. Such expenses shall be deemed to be MSG Sports Liabilities. Except as otherwise set forth in this Agreement or any Ancillary Agreement, each Party shall bear its own costs and expenses incurred after the Distribution Date. Any amount or expense to be paid or reimbursed by any Party to any other Party shall be so paid or reimbursed promptly after the existence and amount of such obligation is determined and written demand therefor is made.
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Section 5.6 Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
To MSG Sports:
The Madison Square Garden Sports Corp. (or, after the applicable name change, MSG Knickerbockers Corp.)
Two Penn Plaza
New York, New York 10121
Attention: Chief Legal Officer
To Spinco:
MSGS Spinco, Inc. (or, after the applicable name change, MSG Rangers Corp.)
Two Penn Plaza
New York, New York 10121
Attention: Chief Legal Officer
Section 5.7 Waivers. The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.
Section 5.8 Amendments. Subject to the terms of Sections 5.11 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.
Section 5.9 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that either Party may assign this Agreement to a purchaser (by merger, sale of assets or otherwise) of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed. Any assignment in violation of the provisions of this Section 5.9 shall be void.
Section 5.10 Successors and Assigns. The provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.
Section 5.11 Termination. This Agreement (including Article III hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of MSG Sports without the approval of Spinco or the stockholders of MSG Sports. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided, however, that Article III shall not be terminated or amended after the Distribution in respect of a Third Party beneficiary thereto without the consent of such Person.
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Section 5.12 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.
Section 5.13 Third-Party Beneficiaries. Except as provided in Article III relating to Indemnitees, this Agreement is solely for the benefit of the Parties and their respective Subsidiaries and Affiliates and should not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.
Section 5.14 Title and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
Section 5.15 Schedules. The Schedules shall be construed with and as an integral part of this Agreement to the same extent (except as set forth in the last sentence of Section 5.1) as if the same had been set forth verbatim herein.
Section 5.16 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK, except that any provisions of this Agreement relating to the fiduciary duties of the Parties’ directors and officers, and, to the extent mandatorily applicable thereto, the consummation of the Distribution, shall be governed by the laws of the State of Nevada.
Section 5.17 Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.
Section 5.18 Specific Performance. From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.
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Section 5.19 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.
| MADISON SQUARE GARDEN SPORTS CORP. (to be renamed MSG Knickerbockers Corp.) | ||
| By: | /s/ Paul DiCicco | |
| Name: Paul DiCicco | ||
| Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
| MSGS SPINCO, INC. (to be renamed MSG Rangers Corp.) | ||
| By: | /s/ David Granville-Smith | |
| Name: David Granville-Smith | ||
| Title: Executive Vice President | ||
Exhibit 2.2
CONTRIBUTION AGREEMENT
BY AND AMONG
MADISON SQUARE GARDEN SPORTS CORP.
(TO BE RENAMED MSG KNICKERBOCKERS CORP.),
MSG SPORTS, LLC
AND
MSGS SPINCO, INC.
(TO BE RENAMED MSG RANGERS CORP.)
Dated as of September 30, 2026
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of September 30, 2026, by and among MADISON SQUARE GARDEN SPORTS CORP. (to be renamed MSG Knickerbockers Corp. at the Effective Time), a Nevada corporation (“MSG Sports”), MSG SPORTS, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of MSG Sports (“MSG Sports LLC”), and MSGS SPINCO, INC. (to be renamed MSG Rangers Corp. prior to the Effective Time), a Nevada corporation (“Spinco”).
RECITALS
WHEREAS, MSG Sports and Spinco are parties to a Distribution Agreement, dated as of September 30, 2026 (the “Distribution Agreement”);
WHEREAS, pursuant to the Distribution Agreement, MSG Sports intends to distribute to its stockholders all of Spinco’s common stock (the “Distribution”);
WHEREAS, pursuant to the Distribution Agreement, the parties wish to cause the transactions described on Annex I (the “Reorganization Transactions”) to be completed including, without limitation, the assignment by MSG Sports LLC to Spinco or its subsidiaries of all of the membership interests of the entities and assets and liabilities as reflected in Annex I (such assignments are referred to herein as the “Assignments”);
WHEREAS, the parties hereto intend for Spinco to own, immediately following the Distribution, the business and assets described in Spinco’s registration statement on Form 10 (the “Form 10”) filed with the Securities and Exchange Commission as being owned, directly or indirectly, by Spinco (the “Spinco Assets”);
WHEREAS, the parties hereto intend for Spinco to assume and be responsible for, directly or indirectly, the liabilities described in the Form 10 as being liabilities, directly or indirectly, of Spinco (the “Spinco Liabilities”);
WHEREAS, in order to complete the Reorganization Transactions and the Distribution, the parties desire to enter into this Agreement;
WHERAS, this Agreement, together with the other documents implementing the Distribution and Reorganization Transactions, is intended to be, and is hereby adopted as, a “plan of reorganization” within the meaning of Treas. Reg. section 1.368-2(g); and
WHEREAS, terms used but not defined herein have the meanings assigned thereto in the Distribution Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, the parties agree as follows:
1. Assignments. Subject to the terms of the Distribution Agreement, MSG Sports LLC hereby agrees to transfer and assign to Spinco, or to cause its applicable subsidiaries or affiliates to transfer and assign to Spinco, or its applicable subsidiaries or affiliates, all of the Spinco Assets, and Spinco agrees to assume, or to cause its applicable subsidiaries or affiliates to assume, the Spinco Liabilities. These transfers, assignments and assumptions are effective prior
to the Effective Time. In furtherance of the foregoing, MSG Sports, MSG Sports LLC and Spinco shall take all actions necessary to cause the completion of the Reorganization Transactions to which it or any of its subsidiaries is a party. In furtherance thereof, prior to the Effective Time, MSG Sports LLC shall make the Assignments to Spinco or its subsidiaries, and Spinco or its subsidiaries shall accept such Assignments from MSG Sports LLC.
2. Disclosure. Except as expressly provided in the Distribution Agreement or in any Ancillary Agreement, (i) none of the parties is making any representation to any other party in connection with the Reorganization Transactions or the Assignments, and (ii) Spinco is not directly assuming any liabilities under the Reorganization Transactions.
3. Further Assurances. Each party hereto agrees to take such further actions as may be reasonably necessary to effect the transactions contemplated by this Agreement. Without limiting the foregoing sentence, the parties will take any such steps as are necessary to complete the transfer to Spinco, or its applicable subsidiaries or affiliates, of the Spinco Assets and the assumption by Spinco, or its applicable subsidiaries or affiliates, of the Spinco Liabilities.
4. Complete Agreement; Construction. This Agreement, including any Annex hereto, shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Annex, the Annex shall prevail.
5. Ancillary Agreements. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Distribution Agreement or the Ancillary Agreements. Without limiting the foregoing sentence, the provisions of Sections 2.13 and 2.14 of the Distribution Agreement shall apply to the Reorganization Transaction and the Assignments.
6. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties.
7. Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date.
8. Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
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To MSG Sports and MSG Sports, LLC:
Madison Square Garden Sports Corp. (or, after the applicable name change, MSG Knickerbockers Corp.)
Two Penn Plaza
New York, New York 10121
Attention: Chief Legal Officer
To Spinco:
MSGS Spinco, Inc. (or, after the applicable name change, MSG Rangers Corp.)
Two Penn Plaza
New York, New York 10121
Attention: Chief Legal Officer
9. Waivers. The failure of any party to require strict performance by any other party of any provision in this Agreement will not waive or diminish that party’s right to demand strict performance thereafter of that or any other provision hereof.
10. Amendments. Subject to the terms of Section 14 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the parties.
11. Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party without the prior written consent of the other parties, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that any party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such party (whether by sale, merger or otherwise) so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning parties, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning party to be performed or observed.
12. Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.
13. Termination. This Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of MSG Sports without the approval of MSG Sports LLC, Spinco or the stockholders of MSG Sports. In the event of such termination, no party shall have any liability of any kind to any other party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the parties.
14. Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and should not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.
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15. Title and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
16. Annex. Any Annex hereto shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.
17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.
18. Waiver of Jury Trial. The parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.
19. Specific Performance. From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the parties agree that the party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that, from and after the Distribution, the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.
20. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of illegal or unenforceable provisions.
[Signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| MADISON SQUARE GARDEN SPORTS CORP. (to be renamed MSG Knickerbockers Corp.) | ||
| By: | /s/ Paul DiCicco | |
| Name: Paul DiCicco | ||
| Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
| MSG SPORTS, LLC | ||
| By: | /s/ Paul DiCicco | |
| Name: Paul DiCicco | ||
| Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
| MSGS SPINCO, INC. (to be renamed MSG Rangers Corp.) | ||
| By: | /s/ David Granville-Smith | |
| Name: David Granville-Smith | ||
| Title: Executive Vice President | ||
Exhibit 10.1
TRANSITION SERVICES AGREEMENT
BY AND BETWEEN
MSG SPORTS, LLC
(TO BE RENAMED MSG KNICKS, LLC)
AND
MSG NYR HOLDINGS, LLC
dated as of September 30, 2026
TABLE OF CONTENTS
| Page | ||||
| ARTICLE I | ||||
| DEFINITIONS | ||||
| Section 1.1. General |
1 | |||
| Section 1.2. Reference; Interpretation |
4 | |||
| ARTICLE II | ||||
| SERVICES | ||||
| Section 2.1. Services |
4 | |||
| Section 2.2. Standard of Service |
5 | |||
| Section 2.3. Additional Services |
5 | |||
| Section 2.4. Representative |
5 | |||
| ARTICLE III | ||||
| LICENSES AND PERMITS | ||||
| Section 3.1. Licenses and Permits |
6 | |||
| ARTICLE IV | ||||
| PAYMENT | ||||
| Section 4.1. General |
6 | |||
| Section 4.2. Additional Expenses |
6 | |||
| Section 4.3. Adjustments |
7 | |||
| Section 4.4. Invoices |
7 | |||
| Section 4.5. Failure to Pay |
8 | |||
| Section 4.6. Termination of Services |
8 | |||
| ARTICLE V | ||||
| INSURANCE MATTERS | ||||
| Section 5.1. Existing Insurance Policies |
8 | |||
| Section 5.2. Disclaimer |
9 | |||
| Section 5.3. Insurance Transition |
9 | |||
| Section 5.4. Claims Made Policies |
9 | |||
| Section 5.5. Post-Distribution Claims for Pre-Distribution Events |
9 | |||
| Section 5.6. Audits and Adjustments |
10 | |||
| Section 5.7. No Assignment or Waiver |
10 | |||
| Section 5.8. No Limitation on Insurance |
10 | |||
| Section 5.9. Scope |
10 | |||
| ARTICLE VI | ||||
| INDEMNIFICATION | ||||
| Section 6.1. Indemnification of Party Receiving Services |
10 | |||
| Section 6.2. Indemnification of Party Providing Services |
11 | |||
| Section 6.3. Third-Party Claims |
11 | |||
| Section 6.4. Indemnification Payments |
13 | |||
| Section 6.5. Survival |
14 | |||
| ARTICLE VII | ||||
| COOPERATION; CONFIDENTIALITY; TITLE | ||||
| Section 7.1. Good Faith Cooperation; Consents |
14 | |||
| Section 7.2. Confidentiality |
14 | |||
| Section 7.3. Internal Use; Title, Copies, Return |
14 | |||
| ARTICLE VIII | ||||
| TERM | ||||
| Section 8.1. Duration |
15 | |||
| Section 8.2. Early Termination by Knicksco |
15 | |||
| Section 8.3. Early Termination by Rangersco |
16 | |||
| Section 8.4. Termination of MSGE-MSGK Services Agreement |
16 | |||
| Section 8.5. Suspension Due to Force Majeure |
17 | |||
| Section 8.6. Consequences of Termination |
17 | |||
| ARTICLE IX | ||||
| RECORDS | ||||
| Section 9.1. Maintenance of Records |
17 | |||
| ARTICLE X | ||||
| DISPUTE RESOLUTION | ||||
| Section 10.1. Negotiation |
17 | |||
| Section 10.2. Continuity of Service and Performance |
18 | |||
| Section 10.3. Other Remedies |
18 | |||
| ARTICLE XI | ||||
| NOTICES | ||||
| Section 11.1. Notices |
18 | |||
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| ARTICLE XII | ||||
| MISCELLANEOUS | ||||
| Section 12.1. Taxes |
19 | |||
| Section 12.2. Relationship of Parties |
19 | |||
| Section 12.3. Complete Agreement; Construction |
19 | |||
| Section 12.4. Counterparts |
19 | |||
| Section 12.5. Waivers |
19 | |||
| Section 12.6. Amendments |
19 | |||
| Section 12.7. Assignment |
19 | |||
| Section 12.8. Successors and Assigns |
20 | |||
| Section 12.9. Third-Party Beneficiaries |
20 | |||
| Section 12.10. Governing Law; League Rules |
20 | |||
| Section 12.11. Waiver of Jury Trial |
20 | |||
| Section 12.12. Specific Performance |
20 | |||
| Section 12.13. Severability |
20 | |||
| Section 12.14. Provisions Unaffected |
21 | |||
| Section 12.15. No Presumption |
21 | |||
| Schedule A Services Provided by Knicksco to Rangersco |
A-1 | |||
| Schedule A.1 Knicksco Services Provided through Entertainco to Rangersco |
A.1-1 | |||
| Schedule B Services Provided by Rangersco to Knicksco |
B-1 | |||
| Schedule C Initial Representatives |
C-1 | |||
| Schedule D Existing Insurance Policies |
D-1 | |||
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Transition Services Agreement, dated as of September 30, 2026 (this “Agreement”), between MSG Sports, LLC (to be renamed MSG Knicks, LLC) a Delaware limited liability company (“Knicksco”), and MSG NYR Holdings, LLC, a Delaware limited liability company (“Rangersco”).
W I T N E S S E T H:
WHEREAS, Knicksco’s parent, Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp.) (“Remainco”) and Rangersco’s parent, MSGS Spinco, Inc. (to be renamed MSG Rangers Corp.) (“Spinco”), have entered into a Distribution Agreement, dated as of September 30, 2026 (the “Distribution Agreement”), which sets forth the terms pursuant to which Remainco will transfer certain assets to Spinco and Remainco will distribute the common stock of Spinco to shareholders of Remainco (the “Distribution”); and
WHEREAS, in connection with the Distribution, and in order to ensure an orderly transition under the Distribution Agreement, it will be necessary for each of the parties to provide to the other the Services described herein for a transitional period;
NOW, THEREFORE, the parties hereto, in consideration of the premises and the mutual covenants contained herein, agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. General. As used in this Agreement, the following terms have the respective meanings set forth below:
“Action” shall have the meaning assigned to that term in the Distribution Agreement.
“Affiliate” shall, subject to the next succeeding sentence, have the meaning assigned to that term in the Distribution Agreement. For clarity, unless the context otherwise requires, a reference to a Person’s “Affiliates” shall be deemed to mean such Person’s Affiliates following the Distribution; provided that for purposes of this Agreement, Knicksco and Rangersco shall not be considered Affiliates.
“Ancillary Agreement” shall have the meaning assigned to that term in the Distribution Agreement.
“Applicable Rate” shall mean the Prime Rate (as defined below) plus three percent (3%) per annum.
“Bankruptcy Event” with respect to a party shall mean the filing of an involuntary petition in bankruptcy or similar proceeding against such party seeking its reorganization, liquidation or the appointment of a receiver, trustee or liquidator for it or for all or substantially all of its assets, whereupon such petition shall not be dismissed within sixty (60) days after the filing thereof, or if such party shall (i) apply for or consent in writing to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, (ii) file a voluntary petition or
admit in writing its inability to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or an answer seeking reorganization or an arrangement with its creditors or take advantage of any insolvency law with respect to itself as debtor, or (v) file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency proceedings or any similar proceedings.
“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks in New York City, New York are authorized or obligated by law or executive order to close.
“Change of Control” of a company shall mean an event or series of events by which Dolan Family Interests or Persons controlled by Dolan Family Interests (any such Person, a “Dolan Family Interest Controlled Person”) (so long as no such “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) other than the Dolan Family Interests shall beneficially own (within the meaning of Rule 13d-3 (as in effect on the effective date of this Agreement) promulgated under the Exchange Act (“Rule 13d-3”)), in the aggregate, more than fifty percent (50%) of the equity interests in such Dolan Family Interest Controlled Person(s)) shall cease at any time to have beneficial ownership (within the meaning of Rule 13d-3) of shares of the capital stock of such company, having sufficient votes to elect (or otherwise designate) at such time a majority of the members of the board of directors of such company.
“Commencement Date” shall have the meaning ascribed to that term in Section 8.1 of this Agreement.
“Dolans” shall mean the six children of Charles F. Dolan (James L. Dolan, Thomas C. Dolan, Patrick F. Dolan, Marianne Dolan Weber, Deborah A. Dolan-Sweeney and Kathleen M. Dolan).
“Dolan Family Interests” shall mean (i) any Dolan Family Member, (ii) any trust or private foundation created for the benefit of, or controlled by, any Dolan Family Members or any trust or private foundation created for the benefit of any such trust or private foundation, (iii) any estate or testamentary trust of Charles F. Dolan or any Dolan Family Member for the benefit of any Dolan Family Members, (iv) any executor, administrator, trustee, conservator or legal or personal representative of any Person or Persons specified in clauses (i), (ii) and (iii) above to the extent acting in such capacity on behalf of any Person or Persons and not individually, and (v) any corporation, partnership, limited liability company or other similar entity, in each case 80% of which is owned and controlled by any of the foregoing or combination of the foregoing.
“Dolan Family Members” shall mean the Dolans, their spouses, the Dolans’ descendants by birth or adoption (including any stepchildren of the Dolans and their descendants) and any spouse of any of such descendants.
“Entertainco” shall mean MSG Entertainment Holdings, LLC.
“Knicksco Services” shall mean those transitional services, including any Additional Services, to be provided by Knicksco to Rangersco set forth on Schedule A hereto, or
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provided Knicksco through Entertainco to Rangersco set forth on Schedule A.1, to assist Rangersco in operating Rangersco’s business following the Distribution. Services or actions of Overlap Individuals shall not be considered to be Knicksco Services under this Agreement unless expressly agreed in writing by both parties to this Agreement.
“League Rules” shall collectively mean NBA Rules (as defined below) and NHL Rules (as defined below).
“Loss” shall mean any damage, claim, loss, charge, action, suit, proceeding, deficiency, tax, interest, penalty and reasonable costs and expenses related thereto (including reasonable attorneys’ fees).
“MSGE-MSGK Services Agreement” shall mean the Services Agreement by and between Entertainco and Knicksco, effective as of January 1, 2025, and as such agreement may be amended, modified, extended, replaced or supplemented from time to time.
“NBA” shall mean the National Basketball Association.
“NBA Rules” shall mean (i) the NBA Constitution and By-Laws and all other rules and regulations of the NBA, as they presently exist and as they may from time to time be amended, to the extent they are of general applicability to all NBA members, and (ii) the terms of any existing or future contracts entered into by the NBA on behalf of all NBA members for the telecasting of basketball games.
“NHL” shall mean the National Hockey League.
“NHL Rules” shall mean (i) the NHL Constitution; (ii) the NHL By-Laws; (iii) all regulations duly adopted by the NHL Board of Governors in accordance with (i) or (ii) above; (iv) all other rules, regulations, policies, procedures, interpretations and agreements adopted, issued, authorized, established, entered into or otherwise promulgated, in each case pursuant to or otherwise in accordance with the items in clauses (i), (ii) or (iii) above; and (v) the terms of any contracts entered into by the NHL on behalf of all NHL member clubs for the telecasting of hockey games; in each case (i.e., clauses (i), (ii), (iii), (iv) and (v)) (x) as may be presently existing, hereafter entered into or in effect, or adopted, repealed and/or amended from time to time and (y) that are generally applicable to all NHL member clubs.
“Overlap Individuals” shall mean Persons who are directors of both Knicksco and Rangersco or employees of both Knicksco and Rangersco if such employee is compensated by both companies.
“Person” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.
“Prime Rate” shall mean the rate of interest per annum announced from time to time by JPMorgan Chase Bank, National Association, as its prime lending rate.
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“Rangersco Services” shall mean those transitional services, including any Additional Services, to be provided by Rangersco to Knicksco set forth on Schedule B hereto to assist Knicksco in operating Knicksco’s business following the Distribution. Services or actions of Overlap Individuals shall not be considered to be Rangersco Services under this Agreement unless expressly agreed in writing by both parties to this Agreement.
“Services” shall mean, collectively, the Knicksco Services and the Rangersco Services.
“Third Party” shall mean any Person who is not a party to this Agreement.
Section 1.2. Reference; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Schedules shall be deemed references to Articles and Sections of, and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.
ARTICLE II
SERVICES
Section 2.1. Services. (a) Knicksco shall provide to Rangersco each Knicksco Service for the term set forth opposite the description of such Knicksco Service in Schedule A (including Schedule A.1). Upon conclusion of the term set forth opposite the description of such Knicksco Service, this Agreement shall be deemed terminated with respect to such Knicksco Service. Additional Services may be provided by Knicksco to Rangersco as provided in Section 2.3. At its option, (i) Knicksco may cause any Knicksco Service it is required to provide hereunder to be provided by a Third Party that is providing, or may from time to time provide, the same or similar services for Knicksco and/or (ii) to the extent any Knicksco Service is already provided by a Third Party, Knicksco shall have the right to change the Third Party that is providing such Knicksco Service to any Third Party that is providing, or may from time to time provide, the same or similar services for Knicksco, at any time upon reasonable notice to Rangersco. In the event of such a change as permitted in clauses (i) or (ii) above results in a change in cost of Knicksco for the provision of such Knicksco Service, the applicable schedules to this agreement shall be updated to reflect the revised fees as allocated to Rangersco, provided that if such a change results in an increase over 10% of the costs currently contemplated by Schedule A (including Schedule A.1) such an amendment will require the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of Rangersco.
(b) Rangersco shall provide to Knicksco each Rangersco Service for the term set forth opposite the description of such Rangersco Service in Schedule B. Upon conclusion of the term set forth opposite the description of such Rangersco Service, this Agreement shall be
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deemed terminated with respect to such Rangersco Service. Additional Services may be provided to Knicksco by Rangersco as provided in Section 2.3. At its option, (i) Rangersco may cause any Rangersco Service it is required to provide hereunder to be provided by a Third Party that is providing, or may from time to time provide, the same or similar services for Rangersco and/or (ii) to the extent any Rangersco Service is already provided by a Third Party, Rangersco shall have the right to change the Third Party that is providing such Rangersco Service to any Third Party that is providing, or may from time to time provide, the same or similar services for Rangersco, at any time upon reasonable notice to Knicksco. In the event of such a change as permitted in clauses (i) or (ii) above results in a change in cost of Rangersco for the provision of such Rangersco Service, the applicable schedules to this agreement shall be updated to reflect the revised fees as allocated to Knicksco, provided that if such a change results in an increase over 10% of the costs currently contemplated by Schedule B such an amendment will require the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of Knicksco.
Section 2.2. Standard of Service. Knicksco and Rangersco shall maintain sufficient resources to perform their respective obligations hereunder. In performing the Services, Knicksco and Rangersco shall provide substantially the same level of service and use substantially the same degree of care as their respective personnel provided and used in providing such Services prior to completion of the Distribution for itself (but in no event less than a reasonable degree of care), subject in each case to any provisions set forth on Schedule A, A.1 or B with respect to each such Service. Each party shall provide reasonable assistance to the other party in migrating the applicable Services to the recipient of such Services.
Section 2.3. Additional Services. From time to time after the date hereof, the parties may identify additional services that one party will provide to the other party in accordance with the terms of this Agreement (the “Additional Services”). The parties shall cooperate and act in good faith to agree on the terms pursuant to which any such Additional Service shall be provided and to amend Schedule A, Schedule A.1 or Schedule B, as applicable, in accordance with such terms. Notwithstanding the foregoing, neither party shall have any obligation to agree to provide Additional Services, except that, (i) in the event that Additional Services requested by Rangersco to be provided by Knicksco are required by the NHL pursuant to applicable League Rules, and such Additional Services are the type of (or are comparable to) services that Knicksco otherwise provides for itself (or currently obtains through a Third Party), Knicksco shall use good faith efforts to provide such Additional Services in accordance with the terms of the second sentence of this Section 2.3 and otherwise in accordance with the terms of this Agreement or (ii) in the event that Additional Services requested by Knicksco to be provided by Rangersco are required by the NBA pursuant to applicable League Rules, and such Additional Services are the type of (or are comparable to) services that Rangersco otherwise provides for itself (or currently obtains through a Third Party), Rangersco shall use good faith efforts to provide such Additional Services in accordance with the terms of the second sentence of this Section 2.3 and otherwise in accordance with the terms of this Agreement.
Section 2.4. Representative. The parties shall each appoint a representative (each, a “Representative”) to facilitate communications and performance under this Agreement. Each party may treat an act of a Representative of another party as being authorized by such other party without inquiring behind such act or ascertaining whether such Representative had
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authority to so act. Each party shall have the right at any time and from time to time to replace its Representative by giving notice in writing to the other party. The initial representative of each party is as set forth on Schedule C.
ARTICLE III
LICENSES AND PERMITS
Section 3.1. Licenses and Permits. Each party warrants and covenants that all duties and obligations (including with respect to Knicksco, all Knicksco Services and with respect to Rangersco, all Rangersco Services) to be performed hereunder shall be performed in compliance with all material applicable federal, state and local laws, rules and regulations. Each party shall obtain and maintain all material permits, approvals and licenses necessary or appropriate to perform its duties and obligations (including with respect to Knicksco, the Knicksco Services and with respect to Rangersco, the Rangersco Services) hereunder and shall at all times comply with the terms and conditions of such permits, approvals and licenses.
ARTICLE IV
PAYMENT
Section 4.1. General. (a) In consideration for the provision of each of the Knicksco Services, Rangersco shall pay to Knicksco the fee set forth for such Knicksco Service on Schedule A (including Schedule A.1).
(b) In consideration for the provision of each of the Rangersco Services, Knicksco shall pay to Rangersco the fee as set forth for such Rangersco Service on Schedule B.
Section 4.2. Additional Expenses. (a) In addition to the fees payable in accordance with Section 4.1(a), Rangersco shall reimburse Knicksco for all reasonable and necessary out-of-pocket costs and expenses incurred by Knicksco with respect to Third Parties in connection with the provision of Knicksco Services to Rangersco pursuant to the terms of this Agreement or paid by Knicksco on behalf of Rangersco that are not already contemplated by Schedule A (including Schedule A.1); provided that if Knicksco expects to incur in respect of a Third Party in any month costs and expenses in excess of $25,000 and not already contemplated by Schedule A (including Schedule A.1), Knicksco shall use commercially reasonable efforts to provide to Rangersco prior to the first day of such month a written notice setting forth Knicksco’s reasonable estimate of the expenses it expects to incur. For the avoidance of doubt, the parties hereby agree that Rangersco shall reimburse Knicksco for any documented attorneys’ fees and other costs incurred by Knicksco (or Entertainco on behalf of Knicksco) in connection with the provision of Knicksco Services to Rangersco if Rangersco has provided its prior approval of the Knicksco Services.
(b) In addition to the fees payable for expenses in accordance with Section 4.1(b), Knicksco shall reimburse Rangersco for all reasonable and necessary out-of-pocket costs and expenses incurred by Rangersco with respect to Third Parties in connection with the provision of Rangersco Services to Knicksco pursuant to the terms of this Agreement or paid by Rangersco on behalf of Knicksco that are not already contemplated by Schedule B; provided that if Rangersco expects to incur in respect of a Third Party in any month costs after
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and expenses in excess of $25,000 and not already contemplated by Schedule B, Rangersco shall use commercially reasonable efforts to provide to Knicksco prior to the first day of such a month written notice setting forth Rangersco’s reasonable estimate of the expenses it expects to incur. For the avoidance of doubt, the parties hereby agree that Knicksco shall reimburse Rangersco for any documented attorneys’ fees and other costs incurred by Rangersco in connection with the provision of Rangersco Services if Knicksco has provided its prior approval of the Rangersco Services.
Section 4.3. Adjustments. Knicksco and Rangersco shall review and evaluate the fees payable in accordance with Section 4.1 (the “Fees”) for existing services contemplated on Schedule A, A.1 or B (the “Existing Services”) for reasonableness annually and work in good faith to equitably adjust such Fees for Existing Services as appropriate to reflect among other things changes in compensation due to promotions or replacement of personnel at a lower or higher compensation level, increases or decreases in the percentage of labor-based allocation based on increased or decreased efforts of a particular individual, or adjustments to percentage of non-labor allocations tied to headcounts or other reasonable metrics. Knicksco and Rangersco shall work together in good faith to determine an appropriate date for such adjustments to take effect (which may be retroactive to the date of such changes). The addition of any Services not contemplated by Schedules A, A.1 and B shall be subject to each party’s related party transaction approval policy.
Each of Knicksco and Rangersco acknowledges that Knicksco Services provided through Entertainco to Rangersco contemplated on Schedule A.1 are provided pursuant to the MSGE-MSGK Services Agreement, and therefore, any adjustment in the fees for such services provided pursuant to the MGSE-MSGK Services Agreement shall cause the Fees for such services contemplated on Schedule A.1 hereto to be proportionally adjusted. Knicksco and Rangersco shall work together in good faith to determine an appropriate date for such adjustments to take effect (which may be retroactive to the date of such changes).
Section 4.4. Invoices. (a) Knicksco will invoice Rangersco in U.S. dollars: (i) as of the last day of each calendar month for any fees payable by Rangersco in accordance with Section 4.1(a) for Knicksco Services listed on Schedule A (including Schedule A.1) that shall have been provided pursuant to the terms of this Agreement during such month; (ii) as of the last day of each calendar month for any amounts payable by Rangersco in accordance with Section 4.2(a) (and enclosing invoices from the relevant Third Parties); and (iii) as of the last day of each calendar month for any taxes (excluding income taxes) accrued with respect to the provision of Knicksco Services to Rangersco during such month. Knicksco shall deliver or cause to be delivered to Rangersco each such invoice within thirty (30) days following the last day of the calendar month to which such invoice relates. Rangersco shall pay each such invoice received by electronic funds transfer as follows: in the case of clauses (i) and (ii), within forty-five (45) Business Days of the date on which such invoice was received, and in the case of clause (iii), not later than one (1) Business Day prior to the due date for such tax payments; provided that Knicksco delivers such invoice not less than three (3) Business Days prior to the due date for such tax payments.
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(b) Rangersco will invoice Knicksco in U.S. dollars: (i) as of the last day of each calendar month for any fees payable by Knicksco in accordance with Section 4.1(b) for Rangersco Services listed on Schedule B that shall have been provided pursuant to the terms of this Agreement during such month; (ii) as of the last day of each calendar month for any amounts payable by Knicksco in accordance with Section 4.2(b) (and enclosing invoices from the relevant Third Parties); and (iii) as of the last day of each calendar month for any taxes (excluding income taxes) accrued with respect to the provision of Rangersco Services to Knicksco during such month. Rangersco shall deliver or cause to be delivered to Knicksco each such invoice within thirty (30) days following the last day of the calendar month to which such invoice relates. Knicksco shall pay each such invoice received by electronic funds transfer: in the case of clauses (i) and (ii), within forty-five (45) Business Days of the date on which such invoice was received, and in the case of clause (iii), not later than one (1) Business Day prior to the due date for such tax payments; provided that Rangersco delivers such invoice not less than three (3) Business Days prior to the due date for such tax payments.
Section 4.5. Failure to Pay. Any undisputed amount not paid when due shall be subject to a late payment fee computed daily at a rate equal to the Applicable Rate from the due date of such amount to the date such amount is paid. Each party agrees to pay the other party’s reasonable attorneys’ fees and other costs incurred in collection of any amounts owed to such other party hereunder and not paid when due. Notwithstanding anything to the contrary contained herein, in the event either party fails to make a payment of any undisputed amount when due hereunder, and such failure continues for a period of thirty (30) days following delivery of notice to such non-paying party of such failure, the other party shall have the right to cease provision of such Services to such non-paying party until such overdue payment (and any applicable late payment fee accrued with respect thereto) is paid in full. Such right of the party providing services shall not in any manner limit or prejudice any of such party’s other rights or remedies in the event of the non-paying party’s failure to make payments when due hereunder, including without limitation any rights or remedies pursuant to Sections 6, 8 and 10.
Section 4.6. Termination of Services. In the event of a termination of Services pursuant to Section 8, with respect to the calendar month in which such Services cease to be provided, the recipient of such Services shall be obligated to pay a fee for such Services calculated as set forth on Schedule A, A.1 or B, as applicable for the portion of the month prior to the termination. Where possible, the parties agree to work together cooperatively to seek to have terminations occur as of month ends, but this Agreement shall not limit a party’s right to effect a termination in accordance with this Agreement other than as of a month end.
ARTICLE V
INSURANCE MATTERS
Section 5.1. Existing Insurance Policies. Each of the insurance policies of Knicksco, Remainco and Rangersco in effect prior to the Distribution are listed on Schedule D hereto (the “Existing Policies”). Certain of the Existing Policies shall be transferred from the original named insured under that policy (the “Transferor”) to another party (the “Transferee”) as indicated in Schedule D (the “Transferred Policies”).
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Section 5.2. Disclaimer. With respect to the Transferred Policies, each Transferor does hereby, for itself and each of its subsidiaries, agree that the applicable Transferee and its subsidiaries and their respective directors, officers and employees shall not have any liability whatsoever as a result of the insurance policies and practices of the Transferor and its affiliates as in effect at any time prior to the Distribution, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the selection, identity or performance of any Third-Party administrator, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.
Section 5.3. Insurance Transition. With respect to the Transferred Policies, each Transferor agrees to use its commercially reasonable efforts to cause the interest and rights of the applicable Transferee and each of its subsidiaries as of the date of the Distribution as insureds, additional named insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Distribution or later if so permitted by the terms of the applicable insurance policy and assuming that such policy is then in effect) of the applicable Transferee in respect of periods prior to the date of the Distribution to survive the Distribution for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies. In accordance with this Agreement the applicable Transferor shall transition the administration of the Transferred Policies and related programs noted on Schedule D to the Transferee indicated on Schedule D (or such other entity designated by the applicable Transferee) and the Transferee shall pay the costs and fees of the Transferor during such transition as provided in Article IV and Schedule A (including Schedule A.1).
Section 5.4. Claims Made Policies. With respect to the Transferred Policies, each Transferee agrees that if it obtains or maintains any insurance coverage after the date of the Distribution for matters occurring prior to that time (e.g., a claims made directors and officers insurance policy) it will also obtain or maintain such coverage for the applicable Transferor, and its subsidiaries, subject to the Transferor’s payment of the fees and costs in connection therewith as provided in this Agreement.
Section 5.5. Post-Distribution Claims for Pre-Distribution Events. In the event that a claim is made after the Distribution for an event that occurred prior to the Distribution, and such claim arises out of: (a) the Spinco Business (as defined in the Distribution Agreement), the parties will work together in good faith to ensure that such claim is made or caused to be made under the appropriate Existing Policy (whether transferred or not), that the expenses (if any) related to such a claim (e.g., payment of deductibles or expenses/recoveries not covered by the applicable Existing Policy) are borne by Rangersco, and the proceeds (if any) shall be for the benefit of Rangersco (or as otherwise mutually agreed by the parties, with the intent being achieving a fair and equitable result); (b) the MSG Sports Business (as defined in the Distribution Agreement), the parties will work together in good faith to ensure that such claim is made or caused to be made under the appropriate Existing Policy (whether transferred or not), that the expenses (if any) related to such a claim (e.g., payment of deductibles or expenses/recoveries not covered by the applicable Existing Policy) are borne by Knicksco, and
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the proceeds (if any) shall be for the benefit of Knicksco (or as otherwise mutually agreed by the parties, with the intent being achieving a fair and equitable result); or (c) corporate matters of the pre-Distribution consolidated business that generally impact the MSG Sports Business and Spinco Business equally (e.g., D&O), or is the result of an action of a third-party and such action impacts the pre-Distribution consolidated business equally or indiscriminately (e.g., Cyber & Media), the parties will work together in good faith to ensure that such claim is made or caused to be made under the appropriate Existing Policy (whether transferred or not), that the expenses (if any) related to such a claim (e.g., payment of deductibles or expenses/recoveries not covered by the applicable Existing Policy) are borne by Knicksco, and the proceeds (if any) shall be for the benefit of Knicksco (or as otherwise mutually agreed by the parties, with the intent being achieving a fair and equitable result).
Section 5.6. Audits and Adjustments. With respect to the Transferred Policies, each Transferee agrees that it will reimburse the applicable Transferor under this Agreement for any additional premiums or other amounts owing to any Third Party as a result of any audit or similar procedure by a Third Party, to the extent that such additional premiums or amounts owing relate to Transferee or any of its subsidiaries during the period Transferee or such subsidiaries were covered by the relevant insurance policy.
Section 5.7. No Assignment or Waiver. This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any Transferee in respect of any insurance policy or any other contract or policy of insurance.
Section 5.8. No Limitation on Insurance. Nothing in this Agreement shall be deemed to restrict a Transferor from acquiring at its own expense any other insurance policy in respect of any liabilities or covering any period.
Section 5.9. Scope. The provisions of this Article V shall not apply to insurance practices or policies relating to health and welfare plans or any other employee benefit arrangement. For the avoidance of doubt, the provisions of Article V apply to insurance practices and policies relating to workers’ compensation and the foregoing sentence does not limit the application of Article V to such practices and policies.
ARTICLE VI
INDEMNIFICATION
Section 6.1. Indemnification of Party Receiving Services. (a) Knicksco agrees to indemnify, defend and hold Rangersco harmless from and against any Loss to which Rangersco may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Knicksco of Knicksco Services, other than Losses resulting from Rangersco’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Knicksco shall not be liable under this Section 6.1 for any consequential, special or punitive damages (including but not limited to lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third-Party Claim (as defined below).
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(b) Rangersco agrees to indemnify, defend and hold Knicksco harmless from and against any Loss to which Knicksco may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Rangersco of Rangersco Services, other than Losses resulting from Knicksco’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Rangersco shall not be liable under this Section 6.1 for any consequential, special or punitive damages (including but not limited to lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third-Party Claim (as defined below).
Section 6.2. Indemnification of Party Providing Services. (a) Rangersco agrees to indemnify, defend and hold Knicksco harmless from and against any Loss to which Knicksco may become subject arising out of, by reason of or otherwise in connection with, the provision hereunder by Knicksco of Knicksco Services to Rangersco where such Losses resulted from Rangersco’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Rangersco shall not be liable under this Section 6.2 for any consequential, special or punitive damages (including but not limited to lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third-Party Claim (as defined below).
(b) Knicksco agrees to indemnify, defend and hold Rangersco harmless from and against any Loss to which Rangersco may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Rangersco of Rangersco Services to Knicksco where such Losses resulted from Knicksco’ gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Knicksco shall not be liable under this Section 6.2 for any consequential, special or punitive damages (including but not limited to lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third-Party Claim (as defined below).
Section 6.3. Third-Party Claims. (a) If a claim or demand is made against Rangersco or Knicksco (each, an “Indemnitee”) by any Third Party (a “Third-Party Claim”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 6.1 or Section 6.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim promptly and in any event by the date (the “Outside Notice Date”) that is the 15th Business Day after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date that the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding anything to the contrary contained herein, Rangersco shall not be required to
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provide notice to Knicksco for Third-Party Claims for which Knicksco is providing legal support as part of the Knicksco Services to the extent that Knicksco has received notice in such capacity.
(b) If a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party, provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided agreements, documents, books, records, files and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party, except to the extent that providing or causing the foregoing to be provided would constitute a waiver of any Indemnitee’s attorney-client privilege.
(c) If the Indemnifying Party acknowledges in writing responsibility under this Article VI for a Third-Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third-Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and releases the Indemnitee completely in connection with such Third-Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim.
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(d) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.
(e) In the event and to the extent of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.
(f) Knicksco and Rangersco shall cooperate as may reasonably be required in connection with the investigation, defense and settlement of any Third-Party Claim. In furtherance of this obligation, the parties agree that if an Indemnifying Party chooses to defend or to compromise or settle any Third-Party Claim, Rangersco or Knicksco, as the case may be, shall use its commercially reasonable efforts to make available to the other party, upon written request, their former and then current directors, officers, employees and agents and those of their subsidiaries as witnesses and any records or other documents within its control or which it otherwise has the ability to make available, to the extent that (i) any such Person, records or other documents may reasonably be required in connection with such defense, settlement or compromise and (ii) making such Person, records or other documents so available would not constitute a waiver of the attorney-client privilege of Rangersco or Knicksco, as the case may be. At the request of an Indemnifying Party, an Indemnitee shall enter into a reasonably acceptable joint defense agreement.
(g) The remedies provided in this Article VI shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.
Section 6.4. Indemnification Payments. (a) Indemnification required by this Article VI shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or any Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this Article VI within 30 days after receipt of a bill therefor or notice that a Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the bill or notice of the Loss to, but not including the date of payment, at the Prime Rate.
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(b) The amount of any claim by an Indemnitee under this Agreement shall be (i) reduced to reflect any actual tax savings or insurance proceeds received by any Indemnitee that result from the Losses that gave rise to such indemnity, and (ii) increased by an amount equal to any tax cost incurred by any Indemnitee that results from receipt of payments under this Article VI.
Section 6.5. Survival. The parties’ obligations under this Article VI shall survive the termination of this Agreement.
ARTICLE VII
COOPERATION; CONFIDENTIALITY; TITLE
Section 7.1. Good Faith Cooperation; Consents. Each party shall use commercially reasonable efforts to cooperate with the other party in all matters relating to the provision and receipt of the Services. Such cooperation shall include, but not be limited to, exchanging information, providing electronic access to systems used in connection with the Services, performing true-ups and adjustments and obtaining all consents, licenses, sublicenses or approvals necessary to permit each party to perform its obligations hereunder. Rangersco and Knicksco shall maintain reasonable documentation related to the Services and cooperate with each other in making such information available as needed.
Section 7.2. Confidentiality. Each party shall keep confidential from Third Parties the Schedules to this Agreement and all non-public information received from the other party regarding the Services, including, without limitation, any information received with respect to products and services of Rangersco or Knicksco, and to use such information only for the purposes set forth in this Agreement unless (i) otherwise agreed to in writing by the party from which such information was received; (ii) required by applicable law, regulation or any securities exchange (in which case the parties shall cooperate in seeking to obtain a protective order or other arrangement pursuant to which the confidentiality of such information is preserved); or (iii) mandated by either or both of the NBA or NHL pursuant to applicable League Rules; provided that to the extent disclosure is required and permitted under the terms of clauses (ii) or (iii) of this Section 7.2, the disclosing party shall provide reasonable advance notice to the non-disclosing party of such required disclosure. The covenants in this Article VII shall survive any termination of this Agreement for a period of three (3) years from the date such termination becomes effective.
Section 7.3. Internal Use; Title, Copies, Return. Except to the extent inconsistent with the express terms of the Distribution Agreement and any Ancillary Agreement other than this Agreement, each party agrees that:
(a) title to all systems used in performing any Service provided hereunder shall remain in the party providing such Service or its Third-Party vendors; and
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(b) to the extent the provision of any Service involves intellectual property, including without limitation software programs or patented or copyrighted material, or material constituting trade secrets, the recipient of such Service shall not copy, modify, reverse engineer, decompile or in any way alter any of such material, or otherwise use such material in a manner inconsistent with the terms and provisions of this Agreement, without the express written consent of the party providing such Service; and upon the termination of any Service, the recipient of such Service shall return to the party providing such Service, as soon as practicable, any equipment or other property of the party providing such Service relating to such Service which is owned or leased by the party providing such Service and is or was in its possession or control.
ARTICLE VIII
TERM
Section 8.1. Duration. (a) Except as provided in Sections 4.6, 6.5, 7.2, 8.2, 8.3, 8.4 and 8.5, the term of this Agreement shall commence on the date hereof (the “Commencement Date”) and shall continue in full force and effect until the earlier of (i) the date that is the day prior to the second anniversary of the Commencement Date, unless otherwise mutually agreed by the parties and (ii) the earlier termination of all Services in accordance with Section 4.5 or 8.1(b).
(b) Each party acknowledges that the purpose of this Agreement is for Knicksco to provide the Knicksco Services to Rangersco on an interim basis until Rangersco can perform the Knicksco Services for itself, and for Rangersco to provide the Rangersco Services to Knicksco on an interim basis until Knicksco can perform the Rangersco Services for itself. As Rangersco becomes self-sufficient or engages other sources to provide any Knicksco Service, Rangersco shall be entitled to release Knicksco from providing any or all of the Knicksco Services hereunder by delivering a written notice thereof to Knicksco at least twenty (20) Business Days prior to the effective date of release of such Knicksco Service(s). At the end of such twenty (20) Business Day period (or such shorter period as may be agreed by the parties), Knicksco shall discontinue the provision of the Knicksco Services specified in such notice and any such Knicksco Services shall be excluded from this Agreement, Schedule A (including Schedule A.1) shall be deemed to be amended accordingly, and this Agreement shall be deemed to be terminated with respect to such Knicksco Service. Knicksco shall also be entitled to release Rangersco from providing any or all of the Rangersco Services hereunder by delivering a written notice thereof to Rangersco at least twenty (20) Business Days prior to the effective date of release of such Rangersco Service(s). At the end of such twenty (20) Business Day period (or such shorter period as may be agreed by the parties), Rangersco shall discontinue the provision of the Rangersco Services specified in such notice and any such Rangersco Services shall be excluded from this Agreement, Schedule B shall be deemed to be amended accordingly, and this Agreement shall be deemed to be terminated with respect to such Rangersco Service.
Section 8.2. Early Termination by Knicksco. Knicksco may terminate this Agreement by giving written notice to Rangersco under the following circumstances:
(a) if Rangersco shall default in the performance of any of its material obligations under this Agreement, and such default or breach shall continue and not be remedied for a period of thirty (30) days after Knicksco has given written notice to Rangersco specifying such default and requiring it to be remedied;
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(b) if a Bankruptcy Event has occurred with respect to Rangersco; or
(c) if a Change of Control of Rangersco has occurred.
Section 8.3. Early Termination by Rangersco. Rangersco may terminate this Agreement by giving written notice to Knicksco under the following circumstances:
(a) if Knicksco shall default in the performance of any of its material obligations under this Agreement and such default shall continue and not be remedied for a period of thirty (30) days after Rangersco has given written notice to Knicksco specifying such default and requiring it to be remedied;
(b) if a Bankruptcy Event has occurred with respect to Knicksco; or
(c) if a Change of Control of Knicksco has occurred.
Section 8.4. Termination of MSGE-MSGK Services Agreement. As of the date hereof, Knicksco and Entertainco are party to the MSGE-MSGK Services Agreement. Knicksco and Rangersco acknowledge and agree that the Knicksco Services set forth on Schedule A.1 are provided through Entertainco pursuant to the MSGE-MSGK Services Agreement. Knicksco and Rangersco also acknowledge and agree that the fees set forth on Schedule A hereto contemplate the payment for certain services by Entertainco pursuant to the MSGE-MSGK Services Agreement (i.e., certain fees contemplate expenses being shared by more than two (2) parties). In the event that the MSGE-MSGK Services Agreement expires, is terminated, or otherwise ceases to exist (a “MSGE-MSGK Termination Event”), the parties agree that (i) Knicksco may terminate any or all of the Knicksco Services on Schedule A.1 hereto and/or (ii) certain fees on Schedule A may require adjustment to reflect payment by two (2) parties for services that are also provided for under the MSGE-MSGK Services Agreement (the “Similar Services”). In the event of a MSGE-MSGK Termination Event, (a) Knicksco shall promptly notify Rangersco of such MSGE-MSGK Termination Event, and (b) within fifteen (15) days of such MSGE-MSGK Termination Event, Knicksco shall deliver to Rangersco a revised Schedule A (including Schedule A.1), identifying any terminated Knicksco Services, the Similar Services, and an approximate pro rata distribution of fees (as applicable, based on Rangersco’s fees reflected on Schedule A (including Schedule A.1) as of the date of the MSGE-MSGK Termination Event compared to Knicksco’s fees/expenses for the same service as of the same date) previously paid for by Entertainco for such Similar Service under the MSGE-MSGK Services Agreement. Knicksco shall use reasonable efforts to adjust anticipated expenses to reflect any reduction in headcount or other needs as a result of the MSGE-MSGK Termination Event, in a way that is reasonable and generally consistent with Knicksco’s past practices. The revised Schedule A (including Schedule A.1) reflecting any terminated Knicksco Services and the pro rata allocation to Rangersco shall automatically become effective on the date that is the later of (x) forty-five (45) days from the MSGE-MSGK Termination Event or (y) thirty (30) days from the delivery of such revised Schedule A (including Schedule A.1) to Rangersco, unless, prior to that date, Rangersco notifies Knicksco that it desires to terminate any Similar Service identified, and, in either case, Schedule A shall be amended accordingly, with such revised pricing and/or termination being retroactive to the date of the MSGE-MSGK Termination Event.
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Section 8.5. Suspension Due to Force Majeure. In the event the performance by either Rangersco or Knicksco of its duties or obligations hereunder is interrupted or interfered with by reason of any cause beyond its reasonable control including, but not limited to, fire, storm, flood, earthquake, explosion, war, strike or labor disruption, rebellion, insurrection, quarantine, act of God, pandemic, boycott, embargo, shortage or unavailability of supplies, riot, or governmental law, regulation or edict (collectively, “Force Majeure Events”), the party affected by such Force Majeure Event shall not be deemed to be in default of this Agreement by reason of its non-performance due to such Force Majeure Event, but shall give notice to the other party of the Force Majeure Event and the fee provided for in Section 4.1 shall be equitably adjusted to reflect the reduced performance. In such event, the party affected by such Force Majeure Event shall resume the performance of its duties and obligations hereunder as soon as reasonably practicable after the end of the Force Majeure Event.
Section 8.6. Consequences of Termination. In the event this Agreement expires or is terminated in accordance with this Article VIII, then (a) all Services to be provided will promptly cease, (b) each of Knicksco and Rangersco shall, upon request of the other party, promptly return or destroy all non-public confidential information received from the other party in connection with this Agreement (including the return of all information received with respect to the Services or products of Rangersco or Knicksco, as the case may be), without retaining a copy thereof (other than one copy for file purposes), and (c) each of Knicksco and Rangersco shall honor all credits and make any accrued and unpaid payment to the other party as required pursuant to the terms of this Agreement, and no rights already accrued hereunder shall be affected.
ARTICLE IX
RECORDS
Section 9.1. Maintenance of Records. Each of the parties shall create and maintain full and accurate books in connection with the provision of the Services, and all other records relevant to this Agreement, and upon reasonable notice from the other party shall make available for inspection and copy by such other party’s agents such records during reasonable business hours.
ARTICLE X
DISPUTE RESOLUTION
Section 10.1. Negotiation. In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby, including, without limitation, any claim based on contract, tort, statute or constitution (but excluding any controversy, dispute or claim arising out of any agreement relating to the use or lease of real property if any Third Party is a party to such controversy, dispute or claim) (collectively, “Agreement Disputes”), the
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management of the parties shall negotiate in good faith for a reasonable period of time to settle such Agreement Dispute, provided, however, that such reasonable period shall not, unless otherwise agreed by the parties in writing, exceed 30 days from the time the parties began such negotiations.
Section 10.2. Continuity of Service and Performance. Unless otherwise agreed in writing, the parties will continue to provide service and honor all other commitments under this Agreement during the course of any form of dispute resolution with respect to all matters not subject to such dispute, controversy or claim.
Section 10.3. Other Remedies. Nothing in this Article X shall limit the right that any party may otherwise have to seek to obtain (a) preliminary injunctive relief in order to preserve the status quo pending the resolution of a dispute or (b) temporary or permanent injunctive relief from any breach of any provisions of this Agreement.
ARTICLE XI
NOTICES
Section 11.1. Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be emailed, hand delivered or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
To Knicksco:
MSG Sports, LLC (or, after the applicable name change, MSG Knicks, LLC)
Two Penn Plaza
New York, New York 10121
Attention: Chief Financial Officer
with a copy to:
MSG Sports, LLC (or, after the applicable name change, MSG Knicks, LLC)
Two Penn Plaza
New York, New York 10121
Attention: Chief Legal Officer
To Rangersco:
MSG NYR Holdings, LLC
Two Penn Plaza
New York, New York 10121
Attention: Chief Financial Officer
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with a copy to:
MSG NYR Holdings, LLC
Two Penn Plaza
New York, New York 10121
Attention: Chief Legal Officer
ARTICLE XII
MISCELLANEOUS
Section 12.1. Taxes. Except as may otherwise be specifically provided herein, each party shall bear all taxes, duties and other similar charges (and any related interest and penalties) imposed as a result of its receipt of Services under this Agreement.
Section 12.2. Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the parties or any Third Party as creating the relationship of principal and agent, partnership or joint venture between the parties, it being understood and agreed that no provision contained herein, and no act of the parties, shall be deemed to create any relationship between the parties other than the relationship of independent contractor nor be deemed to vest any rights, interest or claims in any third parties.
Section 12.3. Complete Agreement; Construction. This Agreement, including the Schedules hereto, shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
Section 12.4. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each party and delivered to the other party.
Section 12.5. Waivers. The failure of any party to require strict performance by the other party of any provision in this Agreement will not waive or diminish that party’s right to demand strict performance thereafter of that or any other provision hereof.
Section 12.6. Amendments. This Agreement may not be modified or amended except by an agreement in writing by each of the parties.
Section 12.7. Assignment. This Agreement shall not be assignable, in whole or in part, by any party without the prior written consent of the other party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void.
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Section 12.8. Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.
Section 12.9. Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and shall not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.
Section 12.10. Governing Law; League Rules. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. In addition, this Agreement is subject in all respects to all applicable League Rules.
Section 12.11. Waiver of Jury Trial. The parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.
Section 12.12. Specific Performance. Subject to Article X, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the parties agree that the party who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. For the avoidance of doubt, (i) Knicksco acknowledges and agrees that at no time during the term of this Agreement shall it seek to enjoin the playing of any professional sporting event involving any team that is owned, in whole or in part, directly or indirectly, by Rangersco for non-compliance by Rangersco of any terms of this Agreement and (ii) Rangersco acknowledges and agrees that at no time during the term of this Agreement shall it seek to enjoin the playing of any professional sporting event involving any team that is owned, in whole or in part, directly or indirectly, by Knicksco for non-compliance by Knicksco of any terms of this Agreement. The parties agree that the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.
Section 12.13. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
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Section 12.14. Provisions Unaffected. Nothing contained in this Agreement shall affect the rights and obligations of Remainco and Spinco pursuant to the Distribution Agreement.
Section 12.15. No Presumption. Neither Knicksco nor Rangersco shall be deemed to be the drafter of this Agreement and no term or provision of this Agreement may be construed against any party on that basis.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the parties as of the date first herein above written.
| MSG SPORTS, LLC (to be renamed MSG Knicks, LLC) | ||||
| By: | /s/ Paul DiCicco | |||
| Name: | Paul DiCicco | |||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||
| MSG NYR HOLDINGS, LLC | ||||
| By: | /s/ David Granville-Smith | |||
| Name: | David Granville-Smith | |||
| Title: | Executive Vice President | |||
Exhibit 10.2
TAX DISAFFILIATION AGREEMENT
BETWEEN
MADISON SQUARE GARDEN SPORTS CORP.
(TO BE RENAMED MSG KNICKERBOCKERS CORP.)
AND
MSGS SPINCO, INC.
(TO BE RENAMED MSG RANGERS CORP.)
dated as of September 30, 2026
TABLE OF CONTENTS
| SECTION 1. |
Definition of Terms | 2 | ||||||
| SECTION 2. |
Allocation of Taxes and Tax-Related Losses | 12 | ||||||
| 2.1 | Allocation of Taxes | 12 | ||||||
| 2.2 | Special Allocation of Certain Taxes | 13 | ||||||
| 2.3 | Schedule B | 13 | ||||||
| 2.4 | Tax Payments | 14 | ||||||
| SECTION 3. |
Preparation and Filing of Tax Returns | 14 | ||||||
| 3.1 | Combined Returns | 14 | ||||||
| 3.2 | Separate Returns | 14 | ||||||
| 3.3 | Agent | 15 | ||||||
| 3.4 | Provision of Information | 15 | ||||||
| 3.5 | Special Rules Relating to the Preparation of Tax Returns | 15 | ||||||
| 3.6 | Refunds, Credits, Offsets, Tax Benefits | 16 | ||||||
| 3.7 | Carrybacks | 17 | ||||||
| 3.8 | Amended Returns | 17 | ||||||
| 3.9 | Compensatory Equity Interests | 17 | ||||||
| SECTION 4. |
Tax Payments | 17 | ||||||
| 4.1 | Payment of Taxes to Tax Authority | 17 | ||||||
| 4.2 | Indemnification Payments | 18 | ||||||
| 4.3 | Interest on Late Payments | 18 | ||||||
| 4.4 | Tax Consequences of Payments | 18 | ||||||
| 4.5 | Adjustments to Payments | 18 | ||||||
| 4.6 | Section 336(e) Election | 19 | ||||||
| 4.7 | Certain Final Determinations | 20 | ||||||
| SECTION 5. |
Cooperation and Tax Contests | 20 | ||||||
| 5.1 | Cooperation | 20 | ||||||
| 5.2 | Notices of Tax Contests | 21 | ||||||
| 5.3 | Control of Tax Contests | 21 | ||||||
| 5.4 | Cooperation Regarding Tax Contests | 22 | ||||||
| SECTION 6. |
Tax Records | 22 | ||||||
| 6.1 | Retention of Tax Records | 22 | ||||||
| 6.2 | Access to Tax Records | 22 | ||||||
| 6.3 | Confidentiality | 22 | ||||||
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| SECTION 7. | Representations and Covenants | 23 | ||||
| 7.1 | Covenants of MSG Sports and Spinco | 23 | ||||
| 7.2 | Covenants of Spinco | 24 | ||||
| 7.3 | Covenants of MSG | 24 | ||||
| 7.4 | Exceptions | 25 | ||||
| 7.5 | Injunctive Relief | 26 | ||||
| 7.6 | Further Assurances | 26 | ||||
| SECTION 8. | General Provisions | 27 | ||||
| 8.1 | Construction | 27 | ||||
| 8.2 | Ancillary Agreements | 27 | ||||
| 8.3 | Counterparts | 27 | ||||
| 8.4 | Notices | 27 | ||||
| 8.5 | Amendments | 28 | ||||
| 8.6 | Assignment | 28 | ||||
| 8.7 | Successors and Assigns | 28 | ||||
| 8.8 | Change in Law | 28 | ||||
| 8.9 | Authorization, Etc | 28 | ||||
| 8.10 | Termination | 28 | ||||
| 8.11 | Subsidiaries | 29 | ||||
| 8.12 | Third-Party Beneficiaries | 29 | ||||
| 8.13 | Double Recovery | 29 | ||||
| 8.14 | Titles and Headings | 29 | ||||
| 8.15 | Governing Law | 29 | ||||
| 8.16 | Waiver of Jury Trial | 29 | ||||
| 8.17 | Severability | 29 | ||||
| 8.18 | No Strict Construction; Interpretation | 30 | ||||
| SCHEDULE | 32 | |||||
| SCHEDULE | 33 | |||||
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TAX DISAFFILIATION AGREEMENT
THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of September 30, 2026, by and between Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp. at the Effective Time (as defined below)), a Nevada corporation (“MSG Sports”), and MSGS Spinco, Inc. (to be renamed MSG Rangers Corp. at the Effective Time), a Nevada corporation and a direct wholly-owned subsidiary of MSG Sports (“Spinco” and, together with MSG Sports, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
RECITALS
WHEREAS, the Board of Directors of MSG Sports determined that, based on the Corporate Business Purposes (as defined below), it is in the best interests of MSG Sports and its stockholders to separate the businesses of Spinco, all as more fully described in Spinco’s registration statement on Form 10, from MSG Sports’ other businesses on the terms and conditions set forth in the Distribution Agreement between MSG Sports and Spinco dated on or about the date hereof (the “Distribution Agreement”);
WHEREAS, pursuant to the Contribution Agreement (as defined below), MSG Sports, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of MSG Sports (“MSG Sports LLC”), intends to complete the Contribution (as defined below);
WHEREAS, the Board of Directors of MSG Sports has authorized the distribution to the holders of the issued and outstanding shares of Class A Common Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per share, of MSG Sports (collectively, the “MSG Sports Shares”) as of the record date for the distribution of all of the issued and outstanding shares of Class A Common Stock, par value $0.01 per share, and all of the issued and outstanding shares of Class B Common Stock, par value $0.01 per share, of Spinco (each, a “Spinco Share” and collectively, the “Spinco Shares”), respectively, on the basis of one share of Spinco Class A Common Stock for every one share of MSG Sports Class A Common Stock and one share of Spinco Class B Common Stock for every one share of MSG Sports Class B Common Stock (the “Distribution”);
WHEREAS, MSG Sports and Spinco intend the Contribution (as defined below) and Distribution to qualify for the Tax-Free Status (as defined below);
WHEREAS, the Boards of Directors of MSG Sports and Spinco have each determined that the Distribution and the other transactions contemplated by the Distribution Agreement and the Ancillary Agreements (as defined below) are in furtherance of and consistent with the Corporate Business Purposes and, as such, are in the best interests of their respective companies and stockholders or sole stockholder, as applicable, and have approved the Distribution Agreement, and each of the Ancillary Agreements;
WHEREAS, the Parties set forth in the Distribution Agreement the principal arrangements between them regarding the separation of the Spinco Group (as defined below) from the MSG Sports Group (as defined below); and
WHEREAS, the Parties desire to provide for and agree upon the allocation between the Parties of liabilities for Taxes (as defined below) arising prior to, as a result of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes;
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties hereby agree as follows:
SECTION 1. Definition of Terms. For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:
“Affiliate” has the meaning set forth in the Distribution Agreement. For the avoidance of doubt, the term “Affiliate” as it applies to Spinco shall include the Spinco Company Entities.
“Agreed Treatment” means the treatment of the Contribution and the Distribution in accordance with the Tax-Free Status and as a transaction which does not incur Tax liability under section 4501 of the Code.
“Agreement” has the meaning set forth in the preamble hereof.
“Ancillary Agreements” means the agreements encompassed by such term in the Distribution Agreement.
“Business Day” has the meaning set forth in the Distribution Agreement.
“Code” means the Internal Revenue Code of 1986, as amended.
“Combined Return” means a consolidated, combined or unitary Tax Return that includes, by election or otherwise, one or more members of the MSG Sports Group and one or more members of the Spinco Group.
“Companies” means MSG Sports and Spinco.
“Company” means MSG Sports or Spinco, as the context requires.
“Compensatory Equity Interests” means options, stock appreciation rights, restricted stock, restricted stock units or other rights with respect to MSG Sports Common Shares or Spinco Shares that are granted by MSG Sports, Spinco or any of their respective Subsidiaries in connection with employee or director compensation or other employee benefits.
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“Compensatory Equity Net Share Settlements” means “net share settlement” transactions with respect to Compensatory Equity Interests between either Party (or any of their respective Subsidiaries) on the one hand and the employee (or director, as the case may be) of such Party or the other Party (or any of their respective Subsidiaries) on the other hand, in each case pursuant to the terms of the relevant agreement with respect to such Compensatory Equity Interests.
“Contribution Agreement” means the Contribution Agreement between MSG Sports, MSG Sports LLC, and Spinco dated on or about the date hereof.
“Contribution” means the Assignments, as defined in the Contribution Agreement.
“Controlling Party” means, with respect to a Tax Contest, the Person that has responsibility, control and discretion in handling, defending, settling or contesting such Tax Contest.
“Corporate Business Purposes” means the Corporate Business Purposes as set forth in the Tax Opinion Representations (including any appendices thereto) and the “Reasons for the Distribution” in Spinco’s registration statement on Form 10, as amended.
“Deconsolidation Taxes” means any Taxes imposed on any member of the MSG Sports Group or the Spinco Group as a result of or in connection with the Contribution and the Distribution (or any portion thereof), but excluding any Transfer Taxes and Distribution Taxes.
“Disclosing Party” has the meaning set forth in Section 6.3.
“Distribution” has the meaning set forth in the recitals hereof.
“Distribution Agreement” has the meaning set forth in the recitals hereof.
“Distribution Date” has the meaning set forth in the Distribution Agreement.
“Distribution Taxes” means any Taxes arising from a Final Determination that the Contribution and the Distribution failed to be tax-free to MSG Sports in accordance with the requirements of section 355 or section 368(a)(1)(D) of the Code (including any Taxes resulting from the application of section 355(d) or (e) to the Distribution), or that any stock of Spinco failed to qualify as “qualified property” within the meaning of section 355(c)(2) or 361(c)(2) of the Code (including as a result of the application of section 355(d) or 355(e) of the Code to the Distribution) or where applicable, failed to be stock permitted to be received without recognition of gain or loss under section 361(a) of the Code, and shall include any Taxes resulting from an election under section 336(e) of the Code in the circumstances set forth in Section 4.6 hereof.
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“Due Date” has the meaning set forth in Section 4.3.
“Effective Time” means 11:59 p.m., New York City time, on the Distribution Date.
“Employee Matters Agreement” means the Employee Matters Agreement by and between MSG Sports and Spinco entered into on or about the date hereof.
“Escheat Liability” means any unclaimed property or escheat liability, including any interest, penalty, administrative charge, or addition thereto and further including all costs of responding to or defending against an audit, examination, or controversy with respect to such liability, imposed by or on behalf of a governmental entity with respect to any property or obligation (including, without limitation, uncashed checks to vendors, customers, or employees and non-refunded overpayments).
“Excess Taxes” means the excess of (x) the Taxes for which MSG Sports Group is liable if an election is made pursuant to section 336(e) of the Code under Section 4.6 of this Agreement, over (y) the Taxes for which MSG Sports Group is liable if such an election is not made, in each case taking into account the allocation of Taxes that is otherwise applicable in this Agreement but without regard to Section 4.6 hereof.
“Expert Law Firm” means a law firm nationally recognized for its expertise in the matter for which its opinion is sought.
“Fifty-Percent Equity Interest” means, in respect of any corporation (within the meaning of the Code), stock or other equity interests of such corporation possessing (i) at least fifty percent (50%) of the total combined voting power of all classes of stock or equity interests entitled to vote, or (ii) at least fifty percent (50%) of the total value of shares of all classes of stock or of the total value of all equity interests.
“Filer” means the Company that is responsible for filing the applicable Tax Return pursuant to Sections 3.1 or 3.2.
“Final Determination” means a determination within the meaning of section 1313 of the Code or any similar provision of state or local Tax Law.
“Group” means the MSG Sports Group or the Spinco Group, as the context requires.
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“Income Tax” or “Income Taxes” means any Tax that is imposed on or measured by or referred to as income, gross income, gross receipts, profits, capital stock, franchise or other similar Tax.
“Indemnified Party” has the meaning set forth in Section 4.5.
“Indemnifying Party” has the meaning set forth in Section 4.5.
“Interest Rate” means (x) the “Applicable Rate” as set forth in the Distribution Agreement, or (y) if higher and if with respect to a payment to indemnify for a Tax to which the “large corporate underpayment” provision within the meaning of section 6621(c) of the Code applies, such interest rate that would be applicable at such time to such “large corporate underpayment.”
“IRS” means the Internal Revenue Service.
“MSG Sports” has the meaning set forth in the preamble hereof.
“MSG Sports Business” has the meaning ascribed to the term “MSG Sports Business” in the Tax Opinion Representations that constitutes an active trade or business (within the meaning of section 355(b) of the Code) of the separate affiliated group (as defined in section 355(b)(3)(B) of the Code) of MSG Sports.
“MSG Sports Group” has the meaning ascribed to the term “MSG Sports Group” in the Distribution Agreement.
“MSG Indemnified Party” includes each member of the MSG Sports Group, each of their representatives and Affiliates, each of their respective directors, officers, managers and employees, and each of their heirs, executors, trustees, administrators, successors and assigns.
“MSG Restricted Action” means any action by MSG Sports or any of its Subsidiaries inconsistent with the covenants set forth in Section 7.4(a); and, for the avoidance of doubt, an action shall be and remain a MSG Restricted Action even if MSG Sports or any of its Subsidiaries is permitted to take such an action pursuant to Section 7.5(b).
“MSG Sports Shares” has the meaning set forth in the recitals to this Agreement.
“MSG Tainting Act” means any breach of a representation or covenant made by MSG Sports in Section 7.1 of this Agreement or the taking of a MSG Restricted Action, if as a
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result of such breach or taking of a MSG Restricted Action a Final Determination is made that the Contribution and the Distribution failed to be tax-free by reason of (i) failing to qualify as a transaction described in section 355 and section 368(a)(1)(D) of the Code, or (ii) any stock of Spinco failing to qualify as “qualified property” within the meaning of section 355(c)(2) or 361(c)(2) of the Code (including as a result of the application of section 355(d) or 355(e) of the Code to the Distribution) or where applicable, failing to be stock permitted to be received without recognition of gain or loss under section 361(a) of the Code.
“Non-Controlling Party” has the meaning set forth in Section 5.3(a).
“Non-Filer” means any Company that is not responsible for filing the applicable Tax Return pursuant to Sections 3.1 or 3.2.
“Non-Income Tax” or “Non-Income Taxes” means any Tax that is not an Income Tax.
“Other Party” has the meaning set forth in Section 4.6(b).
“Party” has the meaning set forth in the preamble hereof.
“Parties” has the meaning set forth in the preamble hereof.
“Payment Date” means (x) with respect to any U.S. federal income tax return, the date on which any required installment of estimated taxes determined under section 6655 of the Code is due, the date on which (determined without regard to extensions) filing the return determined under section 6072 of the Code is required, and the date the return is filed, and (y) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.
“Periodic Taxes” means Taxes imposed on a periodic basis that are not based upon or related to income or receipts. Periodic Taxes include property Taxes and similar Taxes.
“Permitted Acquisition” means any acquisition (as a result of the Distribution) of Spinco Shares solely by reason of holding MSG Sports Shares, but does not include such an acquisition if such MSG Sports Shares, before such acquisition, were themselves acquired in a manner to which the flush language of section 355(e)(3)(A) of the Code applies (thus causing, for the avoidance of doubt, section 355(e)(3)(A)(i), (ii), (iii) or (iv) of the Code not to apply).
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“Person” means any individual, corporation, company, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind.
“Post-Distribution Period” means any Tax Year or other taxable period beginning after the Distribution Date and, in the case of any Straddle Period, that part of the Tax Year or other taxable period that begins at the beginning of the day after the Distribution Date.
“Pre-Distribution Period” means any Tax Year or other taxable period that ends on or before the Distribution Date and, in the case of any Straddle Period, that part of the Tax Year or other taxable period through the end of the day on the Distribution Date.
“Preparer” means the Company that is responsible for the preparation and filing of the applicable Tax Return pursuant to Sections 3.1 or 3.2.
“Receiving Party” has the meaning set forth in Section 6.3.
“Responsible Party” has the meaning set forth in Section 4.6(b).
“Restriction Period” means the period beginning on the Distribution Date and ending twenty-four (24) months after the Distribution Date.
“Satisfactory Guidance” means either a ruling from the IRS or an Unqualified Opinion, in either case reasonably satisfactory to MSG Sports or Spinco (as the context dictates) in both form and substance.
“Separate Return” means (a) in the case of any Tax Return required under relevant Tax Law to be filed by any member of the MSG Sports Group (including any consolidated, combined or unitary Tax Return), any such Tax Return that does not include any member of the Spinco Group, and (b) in the case of any Tax Return required under relevant Tax Law to be filed by any member of the Spinco Group (including any consolidated, combined or unitary Tax Return), any such Tax Return that does not include any member of the MSG Sports Group.
“Spinco” has the meaning set forth in the preamble hereof.
“Spinco Business” has the meaning ascribed to the term “Spinco Business” in the Tax Opinion Representations that constitutes an active trade or business (within the meaning of section 355(b) of the Code) of the separate affiliated group (as defined in section 355(b)(3)(B) of the Code) of Spinco.
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“Spinco Share” or “Spinco Shares” has the meaning set forth in the recitals to this Agreement.
“Spinco Company Entities” means, collectively, the entities listed on Schedule A of the Distribution Agreement.
“Spinco Group” has the meaning ascribed to the term “Spinco Group” in the Distribution Agreement.
“Spinco Indemnified Party” includes each member of the Spinco Group, each of their representatives and Affiliates, each of their respective directors, officers, managers and employees, and each of their heirs, executors, trustees, administrators, successors and assigns.
“Spinco Restricted Action” means any action by Spinco or any of its Subsidiaries inconsistent with the covenants set forth in Section 7.3; and, for the avoidance of doubt, an action shall be and remain a Spinco Restricted Action even if Spinco or any of its Subsidiaries is permitted to take such an action pursuant to Section 7.5(a).
“Spinco Shares” has the meaning set forth in the recitals to this Agreement.
“Spinco Tainting Act” means any breach of a representation or covenant made by Spinco in Section 7.1 of this Agreement or the taking of a Spinco Restricted Action, if as a result of such breach or taking of a Spinco Restricted Action a Final Determination is made that the Contribution and the Distribution failed to be tax-free by reason of (i) failing to qualify as a transaction described in section 355 and section 368(a)(1)(D) of the Code, or (ii) any stock of Spinco failing to qualify as “qualified property” within the meaning of section 355(c)(2) or 361(c)(2) of the Code (including as a result of the application of section 355(d) or 355(e) of the Code to the Distribution) or where applicable, failing to be stock permitted to be received without recognition of gain or loss under section 361(a) of the Code.
“Straddle Period” means any taxable period beginning on or prior to, and ending after, the Distribution Date.
“Subsidiary” when used with respect to any Person, means (i)(A) a corporation a majority in voting power of whose share capital or capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person, whether or not such power is subject to a voting agreement or
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similar encumbrance, (B) a partnership or limited liability company in which such Person or a Subsidiary of such Person is, at the date of determination, (1) in the case of a partnership, a general partner of such partnership with the power affirmatively to direct the policies and management of such partnership or (2) in the case of a limited liability company, the managing member or, in the absence of a managing member, a member with the power affirmatively to direct the policies and management of such limited liability company, or (C) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof, has or have (1) the power to elect or direct the election of a majority of the members of the governing body of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, or (2) in the absence of such a governing body, at least a majority ownership interest or (ii) any other Person of which an aggregate of 50% or more of the equity interests are, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person. For the avoidance of doubt, the term “Subsidiary” as it applies to Spinco shall include the Spinco Company Entities.
“Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers’ compensation, employment, unemployment, disability, property, ad valorem, stamp, excise (including, for the avoidance of doubt, any taxes imposed under section 4501 of the Code), severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other similar tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any Tax Authority, any Escheat Liability, abandoned, or unclaimed property law, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing, together with any reasonable expenses, including attorneys’ fees, incurred in defending against any such tax.
“Tax Adjustment” has the meaning set forth in Section 4.7.
“Tax Authority” means, with respect to any Tax, the governmental entity or political subdivision, agency, commission or authority thereof that imposes such Tax, and the agency, commission or authority (if any) charged with the assessment, determination or collection of such Tax for such entity or subdivision.
“Tax Benefit” means a reduction in the Tax liability of a taxpayer (or of the Group of which it is a member) for any taxable period. Except as otherwise provided in this Agreement, a Tax Benefit shall be deemed to have been realized or received from a Tax Item in a taxable period only if and to the extent that the Tax liability of the taxpayer (or of the Group of which it
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is a member) for such period, after taking into account the effect of the Tax Item on the Tax liability of such taxpayer in the current period and all prior periods, is less than it would have been if such Tax liability were determined without regard to such Tax Item.
“Tax Contest” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose, potential or effect of redetermining Taxes of any member of either Group (including any administrative or judicial review of any claim for refund).
“Tax Counsel” means the advisors listed in Schedule A.
“Tax-Free Status” means the qualification of the Contribution and the Distribution (a) as a transaction described in section 355 and section 368(a)(1)(D) of the Code, (b) as a transaction in which the stock of Spinco distributed by MSG Sports is “qualified property” for purposes of sections 355(c)(2), 355(d), 355(e) and 361(c) of the Code, and (c) as a transaction in which shareholders of MSG Sports do not recognize income, gain or loss upon the Distribution under section 355(a) of the Code (except with respect to cash received in lieu of fractional shares).
“Tax Item” means, with respect to any Tax, any item of income, gain, loss, deduction, credit, adjustment in basis, or other attribute that may have the effect of increasing or decreasing any Tax.
“Tax Law” means the law of any governmental entity or political subdivision thereof, and any controlling judicial or administrative interpretations of such law, relating to any Tax.
“Tax Opinion” means the opinion (or opinions) to be delivered by Tax Counsel to MSG Sports in connection with the Distribution to the effect that (i) MSG Sports will not recognize gain or loss upon the Distribution under section 355(c) or section 361(c) of the Code, and (ii) shareholders of MSG Sports will not recognize gain or loss upon the Distribution under section 355(a) of the Code, and no amount will be included in such shareholders’ income, except in respect of cash received in lieu of fractional Spinco Shares.
“Tax Opinion Representations” means the written and signed representations delivered to Tax Counsel in connection with the Tax Opinion.
“Tax Records” means Tax Returns, Tax Return work papers, documentation relating to any Tax Contests, and any other books of account or records required to be maintained under applicable Tax Laws (including but not limited to section 6001 of the Code) or under any record retention agreement with any Tax Authority.
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“Tax Return” means any report of Taxes due, any claims for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed (by paper, electronically or otherwise) under any applicable Tax Law, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.
“Tax Year” means, with respect to any Tax, the year, or shorter period, if applicable, for which the Tax is reported as provided under applicable Tax Law.
“Transactions” means the transactions contemplated by the Contribution Agreement and the Distribution Agreement and includes, for the avoidance of doubt, the Contribution and the Distribution.
“Transfer Taxes” means all U.S. federal, state, local or foreign sales, use, privilege, transfer, documentary, gains, stamp, duties, recording, and similar Taxes and fees (including any penalties, interest or additions thereto) imposed upon any Party hereto or any of its Affiliates in connection with the Distribution.
“Transition Services Agreement” means the transition services agreement between MSG Sports and Spinco dated on or about the date hereof.
“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Year.
“Unqualified Opinion” means an unqualified “will” opinion of an Expert Law Firm that permits reliance by MSG Sports or Spinco (as the context dictates). For the avoidance of doubt, an Unqualified Opinion must be based on factual representations and assumptions that are reasonably satisfactory to MSG Sports or Spinco (as the context dictates).
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SECTION 2. Allocation of Taxes and Tax-Related Losses.
2.1 Allocation of Taxes. Except as provided in Section 2.2, Taxes shall be allocated as follows:
(a) MSG Sports shall be liable for and shall be allocated (i) any Taxes attributable to members of the MSG Sports Group for all periods, and (ii) any Income Taxes attributable to members of the Spinco Group for any Pre-Distribution Period.
(b) Spinco shall be liable for and shall be allocated (i) any Taxes attributable to members of the Spinco Group for any Post-Distribution Period, and (ii) any Non-Income Taxes attributable to members of the Spinco-Group for any Pre-Distribution Period.
(c) In applying the provisions of Sections 2.1(a) and 2.1(b) (but subject to the provisions of Section 2.2):
(i) Any Taxes, other than Periodic Taxes, in respect of a Straddle Period shall be allocated between the Pre-Distribution Period and the Post-Distribution Period on a “closing of the books” basis by assuming that the books of the members of the MSG Sports Group and the members of the Spinco Group were closed on the Distribution Date. For purposes of the foregoing, depreciation and amortization deductions with respect to property placed in service after the Distribution Date shall be allocated to the Post-Distribution Period, and all other depreciation and amortization deductions shall be allocated on a per diem basis.
(ii) Any Periodic Taxes in respect of a Straddle Period shall be allocated to the Pre-Distribution Period in an amount equal to such Periodic Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Distribution Date and the denominator of which is the number of calendar days in the entire period. The portion of any Periodic Taxes in respect of a Straddle Period not allocated to the Pre-Distribution Period shall be allocated to the Post-Distribution Period. For the avoidance of doubt, if a Party has prepaid Periodic Taxes that are allocated to the other Party under any provisions of this Agreement, the second Party shall reimburse the first Party to the extent so allocated.
(iii) Taxes attributable to any transaction or action taken by or with respect to any member of the Spinco Group before the Effective Time on the Distribution Date shall be allocated to the Pre-Distribution Period, and Taxes attributable to any transaction or action taken by or with respect to any member of the Spinco Group after the Effective Time on the Distribution Date shall be allocated to the Post-Distribution Period.
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(iv) In determining the allocation of any Escheat Liability, the liability shall be allocated to the Party whose Group members actually hold (or are required to hold) the property subject to the Escheat Liability at the time a payment or remittance in respect of such liability is required to be made to the applicable governmental entity.
2.2 Special Allocation of Certain Taxes. Notwithstanding any other provision of this Agreement, but subject to Section 2.3:
(a) Any and all Deconsolidation Taxes shall be borne by MSG Sports.
(b) Spinco shall indemnify and hold harmless each MSG Indemnified Party from and against any liability of MSG Sports for Distribution Taxes to the extent such Distribution Taxes are attributable to a Spinco Tainting Act, provided, however, that Spinco shall have no obligation to indemnify any MSG Indemnified Party hereunder if there has occurred, prior to such Spinco Tainting Act, a MSG Tainting Act and such Distribution Taxes are attributable to such MSG Tainting Act. It is understood and agreed that, in determining the amounts payable under this Section 2.2(b), there shall be included all costs, expenses and damages associated with shareholders litigation or controversies and any amount paid by MSG Sports in respect of the liability of its shareholders, whether paid to its shareholders or to any Tax Authority, in connection with liability that may arise to shareholders as a result of receiving or accruing an amount payable under this Section 2.2(b), and all reasonable costs and expenses associated with such payments.
(c) MSG Sports shall indemnify and hold harmless each Spinco Indemnified Party from and against any liability of Spinco for Distribution Taxes to the extent that Spinco is not liable for such Taxes pursuant to Section 2.2(b).
(d) The Companies shall cooperate with each other and use their commercially reasonable efforts to reduce and/or eliminate any Transfer Taxes. If any Transfer Tax remains payable after application of the first sentence of this Section 2.2(d) and notwithstanding any other provision in this Section 2, all Transfer Taxes shall be allocated to MSG Sports.
2.3 Schedule B. Notwithstanding anything to the contrary in this Section 2, any Taxes and costs set forth on Schedule B shall be specially administered and/or allocated in accordance with such schedule.
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2.4 Tax Payments. Each Company shall be liable for and shall pay the Taxes allocated to it by this Section 2 either to the applicable Tax Authority or to the other Company in accordance with Section 4 and the other applicable provisions of this Agreement.
SECTION 3. Preparation and Filing of Tax Returns.
3.1 Combined Returns.
(a) MSG Sports shall be responsible for preparing and filing (or causing to be prepared or filed) all Combined Returns for any Tax Year. For any such return, Spinco shall furnish any relevant information, including pro forma returns, disclosures, apportionment data and supporting schedules, relating to any member of the Spinco Group necessary for completing any such return in a format suitable for inclusion in such return, provided that Spinco shall have the right to review and approve items on such returns if and to the extent such items directly relate to Taxes for which Spinco would be liable under Section 2, such approval not to be unreasonably delayed, conditioned or withheld by Spinco.
(b) For the period in which the Transition Services Agreement is in effect, Spinco shall assist in the preparation of any Tax Returns which may be requested by MSG Sports in accordance with the terms of the Transition Services Agreement (even if, for the avoidance of doubt, the responsibility for preparation such Tax Return may be allocated to MSG Sports under other provisions of this Agreement). Nothing in this Section 3.1(b) shall be construed to affect MSG Sports’ right or responsibility to file the Tax Returns whose filing is allocated to MSG Sports under other provisions of this Agreement.
3.2 Separate Returns.
(a) Tax Returns to be Prepared by MSG Sports. MSG Sports shall be responsible for preparing and filing (or causing to be prepared and filed) all Separate Returns which relate to one or more members of the MSG Sports Group and for which Spinco is not responsible under Section 3.2(b).
(b) Tax Returns to be Prepared by Spinco. Spinco shall be responsible for preparing and filing (or causing to be prepared and filed) all Separate Returns which relate to one or more members of the Spinco Group for any Tax Year, provided, however, that in the case of such returns in respect of any Pre-Distribution Period or Straddle Period, MSG Sports shall have the right to review and approve such returns, such approval not to be unreasonably delayed, conditioned or withheld by MSG Sports.
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3.3 Agent. Subject to the other applicable provisions of this Agreement (including, without limitation, Section 5), MSG Sports and Spinco (and their respective Affiliates) shall designate the other Party as its agent and attorney-in-fact to take such action (including execution of documents) as such other Party may deem reasonably appropriate in matters relating to the preparation or filing of any Tax Return described in Sections 3.1 and 3.2.
3.4 Provision of Information.
(a) MSG Sports shall provide to Spinco, and Spinco shall provide to MSG Sports, any information about members of the MSG Sports Group or the Spinco Group, respectively, that the Preparer reasonably requires to determine the amount of Taxes due on any Payment Date with respect to a Tax Return for which the Preparer is responsible pursuant to Section 3.1 or 3.2 and to properly and timely file all such Tax Returns.
(b) If a member of the Spinco Group supplies information to a member of the MSG Sports Group, or a member of the MSG Sports Group supplies information to a member of the Spinco Group, and an officer of the requesting member intends to sign a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then a duly authorized officer of the member supplying such information shall certify, to the best of such officer’s knowledge, the accuracy of the information so supplied.
3.5 Special Rules Relating to the Preparation of Tax Returns.
(a) In General. All Tax Returns that include any members of the MSG Sports Group or Spinco Group, or any of their respective Affiliates, shall be prepared in a manner that is consistent with the Tax Opinion (including, for the avoidance doubt, the Tax Opinion Representations). Except as otherwise set forth in this Agreement, all Tax Returns for which MSG Sports has the right to prepare, review, approve or file under Sections 3.1 and 3.2 shall be prepared (x) in accordance with elections, Tax accounting methods and other practices used with respect to such Tax Returns filed prior to the Distribution Date (unless such past practices are not permissible under applicable Tax Law), or (y) to the extent any items are not covered by past practices (or in the event such past practices are not permissible under applicable Tax Law), in any reasonable manner, in accordance with the preparation, review, approval and filing responsibilities of Sections 3.1 and 3.2; provided, however, that in each case of (x) and (y) to the extent that a change in such elections, methods or practices could not reasonably be expected to result in any adverse impact on MSG Sports and would not be inconsistent with applicable Tax Law, such Tax Returns shall be prepared in accordance with reasonable practices selected by Spinco.
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(b) Election to File Consolidated, Combined or Unitary Tax Returns. Subject to Spinco’s reasonable approval, MSG Sports shall elect to file any Tax Return on a consolidated, combined or unitary basis, if such Tax Return would include at least one member of each Group and the filing of such Tax Return is elective under the relevant Tax Law.
3.6 Refunds, Credits, Offsets, Tax Benefits
(a) Any refunds, credits, or offsets with respect to Taxes allocated to MSG Sports pursuant to this Agreement shall be for the account of MSG Sports. Any refunds, credits or offsets with respect to Taxes allocated to Spinco pursuant to this Agreement shall be for the account of Spinco.
(b) MSG Sports shall forward to Spinco, or reimburse Spinco for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Spinco within fifteen (15) Business Days from receipt thereof by MSG Sports or any of its Affiliates. Spinco shall forward to MSG Sports, or reimburse MSG Sports for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of MSG Sports within fifteen (15) Business Days from receipt thereof by Spinco or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the fifteen (15) Business Day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interest). If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.
(c) For the avoidance of doubt, no Party shall be required to reimburse the other Party under this Section 3.6 for the use of a refund, credit or offset or other Tax Benefit, calculated by reference to the Tax allocated to the other Party, including but not limited to a “dividends received deduction” set forth under section 243 of the Code and an unincorporated business tax credit as currently provided by Section 11-604 of the New York City Administrative Code or any successor thereto, if such deduction, credit or offset is not available to reduce the Tax liability of such other Party for any Tax Year.
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3.7 Carrybacks. To the extent permitted under applicable Tax Laws, the Spinco Group shall make the appropriate elections in respect of any Tax Returns to waive any option to carry back any net operating loss, any credits or any similar item from a Post-Distribution Period to any Pre-Distribution Period or to any Straddle Period. Any refund of or credit for Taxes resulting from any such carryback by a member of the Spinco Group that cannot be waived shall be payable to Spinco net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith.
3.8 Amended Returns. Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the MSG Sports Group or Spinco Group may be made only by the Company (or its Affiliates) responsible for filing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same preparation, review, approval and filing rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.
3.9 Compensatory Equity Interests. Matters relating to Taxes and/or Tax Items with respect to Compensatory Equity Interests shall be governed by the Employee Matters Agreement.
SECTION 4. Tax Payments.
4.1 Payment of Taxes to Tax Authority. MSG Sports shall be responsible for remitting to the proper Tax Authority the Tax shown on any Tax Return for which it is responsible for filing pursuant to Section 3.1 or Section 3.2, and Spinco shall be responsible for remitting to the proper Tax Authority the Tax shown on any Tax Return for which it is responsible for filing pursuant to Section 3.2.
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4.2 Indemnification Payments.
(a) Tax Payments Made by the MSG Sports Group. If any member of the MSG Sports Group is required to make a payment to a Tax Authority for Taxes allocated to Spinco under this Agreement, Spinco will pay the amount of Taxes allocated to it to MSG Sports not later than the later of (i) five (5) Business Days after receiving notification requesting such amount, and (ii) five (5) Business Days prior to the date such payment is required to be made to such Tax Authority. Notwithstanding the preceding sentence, if any member of the MSG Sports Group has made a prepayment of Periodic Taxes that are allocated to Spinco under this Agreement, Spinco will pay the amount of such Taxes allocated to it to MSG Sports not later than thirty (30) Business Days after the Distribution Date.
(b) Tax Payments Made by the Spinco Group. If any member of the Spinco Group is required to make a payment to a Tax Authority for Taxes allocated to MSG Sports under this Agreement, MSG Sports will pay the amount of Taxes allocated to it to Spinco not later than the later of (i) five (5) Business Days after receiving notification requesting such amount, and (ii) five (5) Business Days prior to the date such payment is required to be made to such Tax Authority. Notwithstanding the preceding sentence, if any member of the Spinco Group has made a prepayment of Periodic Taxes that are allocated to MSG Sports under this Agreement, MSG Sports will pay the amount of such Taxes allocated to it to Spinco not later than thirty (30) Business Days after the Distribution Date.
4.3 Interest on Late Payments. Payments pursuant to this Agreement that are not made by the date prescribed in this Agreement or, if no such date is prescribed, not later than five (5) Business Days after demand for payment is made (the “Due Date”) shall bear interest for the period from and including the date immediately following the Due Date through and including the date of payment at the Interest Rate. Such interest will be payable at the same time as the payment to which it relates. Interest will be calculated on the basis of a year of 365 days and the actual number of days for which due. Any payments of interest made under this Section 4.3 shall be treated as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable law.
4.4 Tax Consequences of Payments. For all Tax purposes and to the extent permitted by applicable Tax Law, the parties hereto shall treat any payment (except as provided in Section 4.3) made pursuant to this Agreement as a capital contribution or a distribution, as the case may be, immediately prior to the Distribution or as payments of an assumed or retained liability.
4.5 Adjustments to Payments. The amount of any payment made pursuant to this Agreement shall be adjusted as follows:
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(a) If the receipt or accrual of any indemnity amounts for which any Party hereto (the “Indemnifying Party”) is required to pay another Party (the “Indemnified Party”) under this Agreement causes, directly or indirectly, an increase in the taxable income of the Indemnified Party under one or more applicable Tax Laws, such payment shall be increased so that, after the payment of any Taxes with respect to the payment, the Indemnified Party shall have realized the same net amount it would have realized had the payment not resulted in taxable income. For the avoidance of doubt, any liability for Taxes due to an increase in taxable income described in the immediately preceding sentence shall be governed by this Section 4.5(a) and not by Section 2.2.
(b) To the extent that Taxes for which the Indemnifying Party is required to pay to the Indemnified Party pursuant to this Agreement gives rise to a deduction, credit or other Tax Benefit (including as a result of any election set forth in Section 4.6) to the Indemnified Party or any of its Affiliates, the amount of any payment made to the Indemnified Party by the Indemnifying Party shall be decreased by taking into account any resulting reduction in Taxes actually realized by the Indemnified Party or any of its Affiliates resulting from such Tax Benefit (including as a result of any election set forth in Section 4.6). If such a reduction in Taxes of the Indemnified Party occurs following the payment made to the Indemnified Party with respect to the relevant indemnified Taxes, the Indemnified Party shall promptly repay the Indemnifying Party the amount of such reduction when actually realized. If the Tax Benefit arising from the foregoing reduction of Taxes described in this Section 4.5(b) is subsequently decreased or eliminated, then the Indemnifying Party shall promptly pay the Indemnified Party the amount of the decrease in such Tax Benefit. This Section 4.5(b) shall not apply to the extent that Section 3.6(d) would also apply to cause recovery of the same amounts to the Indemnifying Party.
4.6 Section 336(e) Election.
(a) Upon request by MSG Sports, Spinco shall join with MSG Sports in making a protective election under section 336(e) of the Code (and any similar election under state or local law) with respect to the Distribution in accordance with Treasury Regulations section 1.336-2(h) and (j) (and any applicable provisions under state and local law), provided that Spinco shall indemnify MSG Sports for any cost to the MSG Sports Group of making such an election (but it being understood that any such cost arising from Taxes shall be limited to Excess Taxes). MSG Sports and Spinco shall cooperate in the timely completion and/or filings of such elections and any related filings or procedures (including filing or amending any Tax Returns to implement an election that becomes effective). This Section 4.6 is intended to constitute a binding, written agreement to make an election under section 336(e) of the Code with respect to the Distribution.
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(b) If Taxes are allocated to a Party (the “Responsible Party”) as a result of any election set forth in this Section 4.6, then to the extent that such Taxes give rise to a Tax Benefit, other than a refund, credit or offset as described in Section 3.6(b), to the other Party (the “Other Party”) or any of its Affiliates, and such Tax Benefit results in an actual reduction in Taxes (determined on a with and without basis) of the Other Party or any of its Affiliates in any Tax Year, the Other Party shall pay to the Responsible Party in the relevant Tax Year an amount equal to such reduction in Taxes (determined on a with and without basis); provided, however, that this provision shall not apply to the extent that the actual reduction in Taxes for the relevant Tax Year and any unpaid reduction in Taxes for all prior Tax Years is less than $50,000.
4.7 Certain Final Determinations. If an adjustment (a “Tax Adjustment”) pursuant to a Final Determination in a Tax Contest initiated by a Tax Authority results in a Tax greater than the Tax shown on the relevant Tax Return for any Pre-Distribution Period, the Indemnified Party shall pay to the Indemnifying Party an amount equal to any Tax Benefit as and when actually realized by such Indemnified Party as a result of such Tax Adjustment. The Parties agree that if an Indemnified Party is required to make a payment to an Indemnifying Party pursuant to this Section 4.7, the Parties shall negotiate in good faith to set off the amount of such payment against any indemnity payments owed by the Indemnifying Party to the Indemnified Party, taking into account time value and similar concepts as appropriate.
SECTION 5. Cooperation and Tax Contests.
5.1 Cooperation. In addition to the obligations enumerated in Sections 3.4 and 5.4, MSG Sports and Spinco will cooperate (and cause their respective Subsidiaries and Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters, including provision of relevant documents and information in their possession and making available to each other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Parties or their respective Subsidiaries or Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.
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5.2 Notices of Tax Contests. Each Company shall provide prompt notice to the other Company of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware relating to (i) Taxes for which it is or may be indemnified by such other Company hereunder or (ii) Tax Items that may affect the amount or treatment of Tax Items of such other Company. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except, and only to the extent that, the indemnifying Company shall have been actually prejudiced as a result of such failure. Thereafter, the indemnified Company shall deliver to the indemnifying Company such additional information with respect to such Tax Contest in its possession that the indemnifying Company may reasonably request.
5.3 Control of Tax Contests.
(a) Controlling Party. Subject to the limitations set forth in Section 5.3(b), each Filer (or the appropriate member of its Group) shall, at its own cost and expense, be the Controlling Party with respect to any Tax Contest involving a Tax reported (or that, it is asserted, should have been reported) on a Tax Return for which such Company is responsible for filing (or causing to be filed) pursuant to Section 3 of this Agreement (it being understood, for the avoidance of doubt but subject to the other provisions of this Section 5.3(a), that MSG Sports shall be the Controlling Party with respect to any Tax Contest involving Distribution Taxes), in which case any Non-Filer that could have liability under this Agreement for a Tax to which such Tax Contest relates shall be treated as the “Non-Controlling Party.” Notwithstanding the immediately preceding sentence, if a Non-Filer (x) acknowledges to the Filer in writing its full liability under this Agreement to indemnify for any Tax, and (y) provides to the Filer evidence (that is satisfactory to the Filer as determined in the Filer’s reasonable discretion) of the Non-Filer’s financial readiness and capacity to make such indemnity payment, then thereafter with respect to the Tax Contest relating solely to such Tax the Non-Filer shall be the Controlling Party (subject to Section 5.3(b)) and the Filer shall be treated as the Non-Controlling Party.
(b) Non-Controlling Party Participation Rights. With respect to a Tax Contest of any Tax Return that could result in a Tax liability that is allocated under this Agreement, (i) the Non-Controlling Party shall, at its own cost and expense, be entitled to participate in such Tax Contest and to provide comments and suggestions to the Controlling Party, such comments and suggestions not to be unreasonably rejected, (ii) the Controlling Party shall keep the Non-Controlling Party updated and informed, and shall consult with the Non-Controlling Party, (iii) the Controlling Party shall act in good faith with a view to the merits in connection with the Tax Contest, and (iv) the Controlling Party shall not settle or compromise such Tax Contest without the prior written consent of the Non-Controlling Party (which consent shall not be unreasonably withheld).
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5.4 Cooperation Regarding Tax Contests. The Parties shall provide each other with all information relating to a Tax Contest which is needed by the other Party or Parties to handle, participate in, defend, settle or contest the Tax Contest. At the request of any party, the other Parties shall take any action (e.g., executing a power of attorney) that is reasonably necessary in order for the requesting Party to exercise its rights under this Agreement in respect of a Tax Contest. Spinco shall assist MSG Sports, and MSG Sports shall assist Spinco, in taking any remedial actions that are necessary or desirable to minimize the effects of any adjustment made by a Tax Authority. The Indemnifying Party or Parties shall reimburse the Indemnified Party or Parties for any reasonable out-of-pocket costs and expenses incurred in complying with this Section 5.4.
SECTION 6. Tax Records.
6.1 Retention of Tax Records. Each of MSG Sports and Spinco shall preserve, and shall cause their respective Subsidiaries to preserve, all Tax Records that are in their possession, and that could affect the liability of any member of the other Group for Taxes, for as long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (x) the expiration of any applicable statute of limitations, as extended, and (y) seven years after the Distribution Date.
6.2 Access to Tax Records. Spinco shall make available, and cause its Subsidiaries to make available, to members of the MSG Sports Group for inspection and copying the portion of any Tax Record in their possession that relates to a Pre-Distribution Period or Post-Distribution Period and which is reasonably necessary for the preparation, review, approval or filing of a Tax Return by a member of the MSG Sports Group or any of their Affiliates or with respect to any Tax Contest with respect to such return. MSG Sports shall make available, and cause its Subsidiaries to make available, to members of the Spinco Group for inspection and copying the portion of any Tax Record in their possession that relates to a Pre-Distribution Period and which is reasonably necessary for the preparation, review, approval or filing of a Tax Return by a member of the Spinco Group or any of their Affiliates or with respect to any Tax Contest with respect to such return.
6.3 Confidentiality. Each party hereby agrees that it will hold, and shall use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all records and information prepared and
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shared by and among the Parties in carrying out the intent of this Agreement, except as may otherwise be necessary in connection with the filing of Tax Returns or any administrative or judicial proceedings relating to Taxes or unless disclosure is compelled by a governmental authority. Information and documents of one Party (the “Disclosing Party”) shall not be deemed to be confidential for purposes of this Section 6.3 to the extent that such information or document (i) is previously known to or in the possession of the other Party or Parties (the “Receiving Party”) and is not otherwise subject to a requirement to be kept confidential, (ii) becomes publicly available by means other than unauthorized disclosure under this Agreement by the Receiving Party or (iii) is received from a third party without, to the knowledge of the Receiving Party after reasonable diligence, a duty of confidentiality owed to the Disclosing Party.
SECTION 7. Representations and Covenants.
7.1 Covenants of MSG Sports and Spinco.
(a) MSG Sports hereby covenants that, to the fullest extent permissible under U.S. federal income and state Tax Laws, it will, and will cause the members of the MSG Sports Group to, treat the applicable Transactions in accordance with the Agreed Treatment. Spinco hereby covenants that, to the fullest extent permissible under U.S. federal income and state Tax Laws, it will, and will cause each Subsidiary of Spinco to, treat the applicable Transactions in accordance with the Agreed Treatment.
(b) MSG Sports further covenants that, as of and following the date hereof, MSG Sports shall not and shall cause the members of the MSG Sports Group not to take any action that (or fail to take any action the omission of which) would be inconsistent with the applicable Transactions qualifying for the Agreed Treatment or that would preclude the applicable Transactions from qualifying for the Agreed Treatment.
(c) Spinco further covenants that, as of and following the date hereof, Spinco shall not and shall cause its Subsidiaries not to take any action that (or fail to take any action the omission of which) would be inconsistent with the applicable Transactions qualifying for the Agreed Treatment or that would preclude the applicable Transactions from qualifying for the Agreed Treatment.
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7.2 Covenants of Spinco.
(a) Without limiting the generality of the provisions of Section 7.1, Spinco, on behalf of itself and its Subsidiaries, agrees and covenants that Spinco and each of its Subsidiaries will not, directly or indirectly, during the Restriction Period, (i) take any action that would result in Spinco’s ceasing to be engaged in the active conduct of the Spinco Business with the result that Spinco is not engaged in the active conduct of a trade or business within the meaning of section 355(b)(2) of the Code, (ii) redeem or otherwise repurchase (directly or through an Affiliate of Spinco) any of Spinco’s outstanding stock, other than through stock purchases meeting the requirements of section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 (but it being understood, for the avoidance of doubt, that no agreement or covenant under this Section 7.2(a)(ii) is being entered with respect to Compensatory Equity Net Share Settlements), (iii) amend the certificate of incorporation (or other organizational documents) of Spinco that would affect the relative voting rights of separate classes of Spinco’s stock or would convert one class of Spinco’s stock into another class of its stock, (iv) liquidate (within the meaning of section 331 of the Code and the Treasury Regulations promulgated thereunder) or partially liquidate Spinco, (v) merge Spinco with any other corporation (other than in a transaction that does not affect the relative shareholding of Spinco shareholders), sell or otherwise dispose of (other than in the ordinary course of business) the assets of Spinco and its Subsidiaries, or take any other action or actions if such merger, sale, other disposition or other action or actions in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, assets representing one-half or more of the asset value of the Spinco Group, or (vi) take any other action or actions that in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, stock of Spinco representing a Fifty-Percent Equity Interest in Spinco (as determined for purposes of section 355(e) of the Code), other than a Permitted Acquisition.
7.3 Covenants of MSG Sports.
(a) Without limiting the generality of the provisions of Section 7.1, MSG Sports, on behalf of itself and each member of the MSG Sports Group, agrees and covenants that MSG Sports and each member of the MSG Sports Group will not, directly or indirectly, during the Restriction Period, (i) take any action that would result in MSG Sports’ ceasing to be engaged in the active conduct of the MSG Sports Business with the result that MSG Sports is not engaged in the active conduct of a trade or business within the meaning of section 355(b)(2) of the Code, (ii) redeem or otherwise repurchase (directly or through an Affiliate of MSG Sports) any of MSG Sports’ outstanding stock, other than through stock purchases meeting the requirements of section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 (but it being understood, for the avoidance of doubt, that no agreement or covenant under this
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Section 7.3(a)(ii) is being entered with respect to Compensatory Equity Net Share Settlements), (iii) amend the certificate of incorporation (or other organizational documents) of MSG Sports that would affect the relative voting rights of separate classes of MSG Sports’ stock or would convert one class of MSG Sports’ stock into another class of its stock, (iv) liquidate (within the meaning of section 331 of the Code and the Treasury Regulations promulgated thereunder) or partially liquidate MSG Sports, (v) merge MSG Sports with any other corporation (other than in a transaction that does not affect the relative shareholding of MSG Sports shareholders), sell or otherwise dispose of (other than in the ordinary course of business) the assets of MSG Sports and its Subsidiaries, or take any other action or actions if such merger, sale, other disposition or other action or actions in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, assets representing one-half or more of the asset value of the MSG Sports Group, or (vi) take any other action or actions that in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, stock of MSG Sports representing a Fifty-Percent Equity Interest in MSG Sports (as determined for purposes of section 355(e) of the Code).
(b) Nothing in this Section 7 shall be construed to give Spinco or any Affiliates of Spinco any right to remedies other than indemnification for any increase in the actual Tax liability (and/or decrease in Tax Benefit) of Spinco or any Affiliate of Spinco that results from MSG Sports Group’s failure to comply with the covenants and representations in this Section 7.
7.4 Exceptions.
(a) Exceptions with Respect to Spinco.
(i) Notwithstanding Section 7.2 above, Spinco or any of its Subsidiaries may take a Spinco Restricted Action if MSG Sports consents in writing to such Spinco Restricted Action, or if Spinco provides MSG Sports with Satisfactory Guidance concluding that such Spinco Restricted Action will not alter the Tax-Free Status of the Distribution in respect of MSG Sports and MSG Sports’ shareholders.
(ii) Spinco and each of its Subsidiaries agree that MSG Sports and each MSG Sports Affiliate are to have no liability for any Tax resulting from any Spinco Restricted Actions permitted pursuant to this Section 7.4(a) and, subject to Section 2.2, agree to indemnify and hold harmless each MSG Indemnified Party
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against any such Tax. Spinco shall bear all costs incurred by it, and all reasonable costs incurred by MSG Sports, in connection with requesting and/or obtaining any Satisfactory Guidance.
(b) Exceptions with Respect to MSG Sports.
(i) Notwithstanding Section 7.3 above, MSG Sports or any of its Subsidiaries may take a MSG Restricted Action if Spinco consents in writing to such MSG Restricted Action, or if MSG Sports provides Spinco with Satisfactory Guidance concluding that such MSG Restricted Action will not alter the Tax-Free Status of the Distribution in respect of Spinco and Spinco’s shareholders.
(ii) MSG Sports and each of its Subsidiaries agree that Spinco and each Spinco Affiliate are to have no liability for any Tax resulting from any MSG Restricted Actions permitted pursuant to this Section 7.4(b) and, subject to Section 2.2, agree to indemnify and hold harmless each Spinco Indemnified Party against any such Tax. MSG Sports shall bear all costs incurred by it, and all reasonable costs incurred by Spinco, in connection with requesting and/or obtaining any Satisfactory Guidance.
7.5 Injunctive Relief. For the avoidance of doubt, MSG Sports shall have the right to seek injunctive relief to prevent Spinco or any of its Subsidiaries from taking any action that is not consistent with the covenants of the Spinco or any of its Subsidiaries under Section 7.1 or 7.2.
7.6 Further Assurances. For the avoidance of doubt, (i) neither MSG Sports nor a member of the MSG Sports Group shall take any action on the Distribution Date that would result in an increase of the actual Tax liability (and/or decrease of any Tax Benefit) of Spinco or any of its Subsidiaries, other than in the ordinary course of business, except for actions undertaken in connection with the Distribution, which actions are described in the Tax Opinion or the Tax Opinion Representations, and (ii) neither Spinco nor any of its Subsidiaries shall take any action on the Distribution Date that would result in an increase of the actual Tax liability (and/or decrease of any Tax Benefit) of MSG Sports or a member of the MSG Sports Group, other than in the ordinary course of business, except for actions undertaken in connection with the Distribution, which actions are described in the Tax Opinion or the Tax Opinion Representations.
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SECTION 8. General Provisions.
8.1 Construction. This Agreement shall constitute the entire agreement (except insofar and to the extent that it specifically and expressly references the Distribution Agreement and any other Ancillary Agreement) between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.
8.2 Ancillary Agreements. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Distribution Agreement or any other Ancillary Agreement.
8.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.
8.4 Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered, mailed by registered or certified mail (return receipt requested), or sent by electronic mail, with receipt requested and confirmed, to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
To MSG Sports:
Madison Square Garden Sports Corp. (or, after the applicable name change, MSG Knickerbockers Corp.)
Two Penn Plaza
New York, New York 10121
Attention: Chief Legal Officer
with copy to:
MSGS Spinco, Inc. (or, after the applicable name change, MSG Rangers Corp.)
Two Penn Plaza
New York, New York 10121
Attention: Chief Legal Officer
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To Spinco:
MSGS Spinco, Inc. (or, after the applicable name change, MSG Rangers Corp.)
Two Penn Plaza
New York, New York 10121
Attention: Chief Legal Officer
8.5 Amendments. This Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.
8.6 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that, subject to compliance with Section 7, if applicable, either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.
8.7 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.
8.8 Change in Law. Any reference to a provision of the Code or any other Tax Law shall include a reference to any applicable successor provision or law.
8.9 Authorization, Etc. Each of the Parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of such Party and that the execution, delivery and performance of this Agreement by such Party does not contravene or conflict with any provision of law or the Party’s charter or bylaws or any agreement, instrument or order binding such Party.
8.10 Termination. This Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of MSG Sports without the approval of Spinco or the stockholders of MSG Sports. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties.
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8.11 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.
8.12 Third-Party Beneficiaries. Except with respect to MSG Indemnified Parties and Spinco Indemnified Parties, and in each case, only where and as indicated herein, this Agreement is solely for the benefit of the Parties and their respective Subsidiaries and Affiliates and should not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement. Notwithstanding anything in this Agreement to the contrary, this Agreement is not intended to confer upon any Spinco Indemnified Parties any rights or remedies against Spinco hereunder, and this Agreement is not intended to confer upon any MSG Indemnified Parties any rights or remedies against MSG Sports hereunder.
8.13 Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.
8.14 Titles and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
8.15 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.
8.16 Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.
8.17 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
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8.18 No Strict Construction; Interpretation.
(a) Each of MSG Sports and Spinco acknowledges that this Agreement has been prepared jointly by the Parties hereto and shall not be strictly construed against any Party hereto.
(b) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by the respective officers as of the date set forth above.
| MADISON SQUARE GARDEN SPORTS CORP. (To be renamed MSG Knickerbockers Corp.) | ||
| By: | /s/ Paul DiCicco | |
| Name: Paul DiCicco | ||
| Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
| MSGS SPINCO, INC. (To be renamed MSG Rangers Corp.) | ||
| By: | /s/ David Granville-Smith | |
| Name: David Granville-Smith | ||
| Title: Executive Vice President | ||
[Signature Page to Tax Disaffiliation Agreement]
Exhibit 10.3
EMPLOYEE MATTERS AGREEMENT
BY AND BETWEEN
MADISON SQUARE GARDEN SPORTS CORP.
(TO BE RENAMED MSG KNICKERBOCKERS CORP.),
MSGS SPINCO, INC.
(TO BE RENAMED MSG RANGERS CORP.)
AND
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
Dated as of September 30, 2026
TABLE OF CONTENTS
| Page | ||||||
| ARTICLE I | ||||||
| DEFINITIONS | ||||||
| Section 1.1 | Definitions | 1 | ||||
| Section 1.2 | General Interpretive Principles | 8 | ||||
| ARTICLE II | ||||||
| GENERAL PRINCIPLES | ||||||
| Section 2.1 | Assumption and Retention of Liabilities; Related Assets | 9 | ||||
| Section 2.2 | Spinco Participation in MSG Sports Plans | 10 | ||||
| Section 2.3 | Service Recognition | 10 | ||||
| ARTICLE III | ||||||
| U.S. QUALIFIED DEFINED CONTRIBUTION PLANS | ||||||
| Section 3.1 | 401(k) Plan | 12 | ||||
| Section 3.2 | Investment and Benefits Committee | 12 | ||||
| ARTICLE IV | ||||||
| NONQUALIFIED PLANS | ||||||
| Section 4.1 | Excess Cash Balance Pension Plan | 12 | ||||
| Section 4.2 | Excess Retirement Plan | 12 | ||||
| Section 4.3 | Excess Savings Plan | 13 | ||||
| Section 4.4 | Executive Deferred Compensation Plan | 13 | ||||
| Section 4.5 | Transferred Employees | 14 | ||||
| Section 4.6 | No Separation from Service | 14 | ||||
| ARTICLE V | ||||||
| U.S. HEALTH AND WELFARE PLANS | ||||||
| Section 5.1 | Health and Welfare Plans Maintained by MSG Sports Prior to the Distribution Date | 15 | ||||
| Section 5.2 | Flexible Spending Accounts Plan | 15 | ||||
| Section 5.3 | Legal Plan | 16 | ||||
| Section 5.4 | COBRA and HIPAA | 16 | ||||
| Section 5.5 | Liabilities | 16 | ||||
| Section 5.6 | Time-Off Benefits | 18 | ||||
| Section 5.7 | Severance Pay Plans | 18 | ||||
| ARTICLE VI | ||||||
| EQUITY COMPENSATION | ||||||
| Section 6.1 | Equity Compensation | 18 | ||||
| Section 6.2 | Taxes and Withholding | 18 | ||||
| Section 6.3 | Cooperation | 20 | ||||
| Section 6.4 | SEC Registration | 21 | ||||
| Section 6.5 | Savings Clause | 21 | ||||
| ARTICLE VII | ||||||
| ADDITIONAL COMPENSATION AND BENEFITS MATTERS | ||||||
| Section 7.1 | Individual Arrangements | 21 | ||||
| Section 7.2 | Non-Competition | 22 | ||||
| Section 7.3 | Collective Bargaining | 22 | ||||
| Section 7.4 | Union Dues; Severance and Fringe Benefits | 22 | ||||
| Section 7.5 | Director Programs | 22 | ||||
| Section 7.6 | Section 409A | 22 | ||||
| ARTICLE VIII | ||||||
| INDEMNIFICATION | ||||||
| Section 8.1 | Indemnification | 22 | ||||
| ARTICLE IX | ||||||
| GENERAL AND ADMINISTRATIVE | ||||||
| Section 9.1 | Sharing of Information | 23 | ||||
| Section 9.2 | Reasonable Efforts/Cooperation | 23 | ||||
| Section 9.3 | Non-Termination of Employment; No Third-Party Beneficiaries | 23 | ||||
| Section 9.4 | Consent of Third Parties | 24 | ||||
| Section 9.5 | Access to Employees | 24 | ||||
| Section 9.6 | Beneficiary Designation/Release of Information/Right to Reimbursement | 24 | ||||
| Section 9.7 | Not a Change in Control | 24 | ||||
| ARTICLE X | ||||||
| MISCELLANEOUS | ||||||
| Section 10.1 | Effect If Distribution Does Not Occur | 24 | ||||
| Section 10.2 | Complete Agreement; Construction | 25 | ||||
| Section 10.3 | Counterparts | 25 | ||||
| Section 10.4 | Survival of Agreements | 25 | ||||
| Section 10.5 | Notices | 25 | ||||
| Section 10.6 | Waivers | 26 | ||||
| Section 10.7 | Amendments | 26 | ||||
| Section 10.8 | Assignment | 26 | ||||
| Section 10.9 | Successors and Assigns | 26 | ||||
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| Section 10.10 | Subsidiaries | 26 | ||||
| Section 10.11 | Title and Headings | 26 | ||||
| Section 10.12 | Governing Law | 26 | ||||
| Section 10.13 | Waiver of Jury Trial | 26 | ||||
| Section 10.14 | Specific Performance | 26 | ||||
| Section 10.15 | Severability | 27 |
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Exhibits
| Exhibit A | MSG Sports Retained Retirement Plans | |
| Exhibit B | Spinco Retained Retirement Plans | |
| Exhibit C | MSG Sports Health & Welfare Plans | |
| Exhibit D | MSG Sports Union Relationships | |
| Exhibit E | Spinco Union Relationships | |
| Exhibit F | MSG Sports Retained Multi-Employer Benefit Plans | |
| Exhibit G | Spinco Retained Multi-Employer Benefit Plans |
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EMPLOYEE MATTERS AGREEMENT
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of September 30, 2026, is by and between Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp. at the Distribution), a Nevada corporation (“MSG Sports”), MSGS Spinco, Inc. (to be renamed MSG Rangers Corp. at the Distribution), a Nevada corporation and an indirect wholly-owned subsidiary of MSG Sports (“Spinco”) and Madison Square Garden Entertainment Corp., a Nevada corporation (“MSG Entertainment” and, together with MSG Sports and Spinco, each, a “Party” and collectively, the “Parties”) solely for purposes of Articles III, IX and X.
RECITALS
WHEREAS, the Board of Directors of MSG Sports determined that it is in the best interests of MSG Sports and its stockholders to separate the business of Spinco, as more fully described in Spinco’s registration statement on Form 10 (collectively, the “Spinco Business”), from MSG Sports’ other businesses, on the terms and subject to the conditions set forth in the Distribution Agreement (as defined below);
WHEREAS, in order to effectuate the foregoing, MSG Sports and Spinco have entered into a Distribution Agreement, dated as of September 30, 2026 (the “Distribution Agreement”), pursuant to which and subject to the terms and conditions set forth therein, the Spinco Business shall be separated from the MSG Sports Business, and all of the issued and outstanding shares of Spinco Common Stock beneficially owned by MSG Sports shall be distributed (the “Distribution”) to the holders of the issued and outstanding MSG Sports Common Stock, on the basis of one share of Spinco Class A Common Stock for every one share of MSG Sports Class A Common Stock and one share of Spinco Class B Common Stock for every one share of MSG Sports Class B Common Stock; and
WHEREAS, MSG Sports and Spinco have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee compensation and benefit plans, programs and arrangements, and certain employment matters between and among them.
NOW, THEREFORE, in consideration of the premises and of the respective agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
“401(k) Plan” shall have the meaning ascribed thereto in Section 3.1 of this Agreement.
“Action” means any claim, demand, complaint, charge, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal.
“Actual Benefit Cost” shall have the meaning set forth in Section 5.4(b) of this Agreement.
“Agreement” shall have the meaning ascribed thereto in the preamble to this Agreement, including all the exhibits hereto, and all amendments made hereto from time to time.
“Asset” means any right, property or asset, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wherever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person.
“COBRA” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Section 4980B of the Code and Sections 601 through 608 of ERISA.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“Control” means, as to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise.
“Distribution” shall have the meaning ascribed thereto in the recitals to this Agreement, as the same is further described in the Distribution Agreement.
“Distribution Agreement” shall have the meaning ascribed thereto in the recitals to this Agreement.
“Distribution Date” shall have the meaning ascribed thereto in the Distribution Agreement.
“DOL” means the U.S. Department of Labor.
“Effective Date” shall have the meaning ascribed thereto in Section 5.1(a) of this Agreement.
“Equity Compensation” means, collectively, the MSG Sports Options, MSG Sports RSUs, Spinco Options, and Spinco RSUs.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Estimated Benefit Cost” shall have the meaning set forth in Section 5.4(b) of this Agreement.
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“Former MSG Sports Employee” means:
| i. | any individual whose MSG Sports Group employment terminated prior to the Distribution Date; and |
| ii. | with respect to an individual whose MSG Sports Group employment terminated on or after the Distribution Date, any former employee of any member of the MSG Sports Group. |
Any individual who is an employee of any member of the Spinco Group on or before the Transfer Date or a Former Spinco Employee shall not be a Former MSG Sports Employee.
“Former Spinco Employee” means with respect to an individual whose Spinco Group employment terminated on or after the Distribution Date, any former employee of any member of the Spinco Group or any individual whose employment was intended to transfer to the Spinco Group on or before the Transfer Date.
Any individual who is an employee of any member of the MSG Sports Group on or before the Transfer Date or a Former MSG Sports Employee shall not be a Former Spinco Employee.
“Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, the NYSE, NASDAQ or other regulatory, administrative or governmental authority.
“Group” means the MSG Sports Group and/or the Spinco Group, as the context requires.
“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended.
“Information” shall mean all information, whether in written, oral, electronic or other tangible or intangible form, stored in any medium, including non-public financial information, studies, reports, records, books, accountants’ work papers, contracts, instruments, flow charts, data, communications by or to attorneys, memos and other materials prepared by attorneys and accountants or under their direction (including attorney work product) and other financial, legal, employee or business information or data.
“IRS” means the U.S. Internal Revenue Service.
“Law” means all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the United States, any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.
“Liabilities” means all debts, liabilities, obligations, responsibilities, Losses, damages (whether compensatory, punitive, or treble), fines, penalties and sanctions, absolute or
–3–
contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including without limitation those arising under or in connection with any Law, Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expense of counsel, expert and consulting fees, fees of third-party administrators and costs related thereto or to the investigation or defense thereof.
“Loss” means any claim, demand, complaint, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties, loss, liability, payment, cost or expense arising out of, relating to or in connection with any Action.
“MSG Entertainment” shall have the meaning ascribed thereto in the preamble to this Agreement.
“MSG Sports” shall have the meaning ascribed thereto in the preamble to this Agreement.
“MSG Sports Business” means all businesses and operations conducted by the MSG Sports Group from time to time, whether prior to, at or after the Distribution Date, other than the Spinco Business.
“MSG Sports Common Stock” means the issued and outstanding Class A Common Stock, par value $0.01 per share, of MSG Sports and Class B Common Stock, par value $0.01 per share, of MSG Sports.
“MSG Sports Compensation Committee” means the Compensation Committee of the Board of Directors of MSG Sports.
“MSG Sports Deferred Compensation Plan” shall have the meaning ascribed thereto in Section 4.4(a) of this Agreement.
“MSG Sports Director” means any individual who is a current or former non-employee director of MSG Sports as of the Distribution Date.
“MSG Sports Employee” means any individual who, as of the Transfer Date, will be employed by MSG Sports or any member of the MSG Sports Group in a capacity considered by MSG Sports to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves) and, except as otherwise provided herein, including Shared Executives.
–4–
“MSG Sports Excess Cash Balance Plan” shall have the meaning ascribed thereto in Section 4.1 of this Agreement.
“MSG Sports Excess Retirement Plan” shall have the meaning ascribed thereto in Section 4.2 of this Agreement.
“MSG Sports Excess Savings Plan” shall have the meaning ascribed thereto in Section 4.3(a) of this Agreement.
“MSG Sports Flexible Spending Accounts Plan” shall have the meaning ascribed thereto in Section 5.2 of this Agreement.
“MSG Sports Group” means, as of the Distribution Date, MSG Sports and each of its former and current Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become part of such Group from time to time thereafter. The MSG Sports Group shall not include any member of the Spinco Group.
“MSG Sports Health & Welfare Plans” shall have the meaning ascribed thereto in Section 5.1(a) of this Agreement.
“MSG Sports Liabilities” means all Liabilities assumed or retained by any member of the MSG Sports Group pursuant to this Agreement.
“MSG Sports Option” means an option to buy MSG Sports Class A Common Stock granted pursuant to an MSG Sports Share Plan (including the options adjusted for the Distribution) and outstanding as of the Distribution Date (or shortly thereafter to the extent necessary to determine any adjustments in connection with the Distribution).
“MSG Sports Participant” means any individual who, immediately following the Distribution Date, is an MSG Sports Employee, a Former MSG Sports Employee or a beneficiary, dependent or alternate payee of any of the foregoing.
“MSG Sports Plan” means any Plan sponsored, maintained or contributed to by MSG Sports or any of its Subsidiaries, including the MSG Sports Retained Retirement Plans, MSG Sports Share Plans, MSG Sports Flexible Spending Accounts Plan, MSG Sports Health & Welfare Plans, and MSG Sports Retained Multi-Employer Benefit Plans.
“MSG Sports Retained Multi-Employer Benefit Plans” means the multi-employer plans that are listed on Exhibit F.
“MSG Sports Retained Retirement Plans” means the retirement plans that are listed on Exhibit A.
“MSG Sports RSU” means a restricted stock unit (including, for the avoidance of doubt, any restricted stock unit that is subject to performance vesting conditions) representing an unfunded and unsecured promise to deliver a share of MSG Sports Class A Common Stock, or cash or other property equal in value to the share of MSG Sports Class A Common Stock, that is
–5–
granted pursuant to an MSG Sports Share Plan and outstanding as of the Distribution Date (or shortly thereafter to the extent necessary to determine any adjustments in connection with the Distribution).
“MSG Sports Share Plans” means, collectively, any stock option or stock incentive compensation plan or arrangement, including equity award agreements, maintained before the Distribution Date for employees, officers or non-employee directors of MSG Sports or its Subsidiaries or affiliates, as amended.
“NASDAQ” means The NASDAQ Stock Market LLC.
“NYSE” means the New York Stock Exchange.
“Participating Company” means MSG Sports and any Person (other than a natural person) participating in an MSG Sports Plan.
“Party” and “Parties” shall have the meanings ascribed thereto in the preamble to this Agreement.
“Person” means any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or governmental, or any agency or political subdivision thereof.
“Plan” means, with respect to an entity, each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, including any “employee benefit plan” (as defined in Section 3(3) of ERISA), entered into, sponsored or maintained by such entity (or to which such entity contributes or is required to contribute).
“Shared Executives” means those individuals who, as of the Distribution Date, are employed or engaged in a senior executive capacity by both MSG Sports and Spinco.
“Spinco” shall have the meaning ascribed thereto in the preamble to this Agreement.
“Spinco Business” shall have the meaning ascribed thereto in the Distribution Agreement.
“Spinco Common Stock” means the outstanding Class A Common Stock, par value $0.01 per share, of Spinco and Class B Common Stock, par value $0.01 per share, of Spinco.
“Spinco Deferred Compensation Plan” shall have the meaning ascribed thereto in Section 4.4(a) of this Agreement.
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“Spinco Director” means any individual who is a current non-employee director of Spinco as of the Distribution Date.
“Spinco Employee” means any individual who, as of the Transfer Date, will be, or is, employed by Spinco or any member of the Spinco Group in a capacity considered by Spinco to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).
“Spinco Excess Savings Plan” shall have the meaning ascribed thereto in Section 4.3(a) of this Agreement.
“Spinco Flexible Spending Accounts Plan” shall have the meaning ascribed thereto in Section 5.2 of this Agreement.
“Spinco Group” means, as of the Distribution Date, Spinco and each of its former and current Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become part of such Group from time to time thereafter. The Spinco Group shall not include any member of the MSG Sports Group.
“Spinco Health & Welfare Plans” shall have the meaning ascribed thereto in Section 5.1(a) of this Agreement.
“Spinco Information Statement” means the definitive information statement distributed to holders of MSG Sports Common Stock in connection with the Distribution and filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 99.1 to the registration statement on Form 10 filed with the Commission to effect the registration of the Spinco Class A Common Shares pursuant to the Securities Exchange Act of 1934, as amended, or as an exhibit to a Form 8-K of Spinco.
“Spinco Liabilities” means all Liabilities assumed or retained by any member of the Spinco Group pursuant to this Agreement.
“Spinco Option” means an option to buy Spinco Class A Common Stock granted pursuant to a Spinco Share Plan and granted in connection with the Distribution (or shortly thereafter to the extent necessary to determine any adjustments in connection with the Distribution).
“Spinco Participant” means any individual who, following the Distribution Date, is a Spinco Employee, a Former Spinco Employee or a beneficiary, dependent or alternate payee of any of the foregoing.
“Spinco Plan” means any Plan sponsored, maintained or contributed to by any member of the Spinco Group, including the Spinco Retained Retirement Plans, Spinco Share Plans, Spinco Flexible Spending Accounts Plan, Spinco Health & Welfare Plans ,and Spinco Retained Multi-Employer Benefit Plans.
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“Spinco Retained Multi-Employer Benefit Plans” means the multi-employer plans that are listed on Exhibit G.
“Spinco Retained Retirement Plans” means the retirement plans that are listed on Exhibit B.
“Spinco RSU” means a restricted stock unit (including, for the avoidance of doubt, any restricted stock unit that is subject to performance vesting conditions) representing an unfunded and unsecured promise to deliver a share of Spinco Class A Common Stock, or cash or other property equal in value to the share of Spinco Class A Common Stock, that is granted pursuant to a Spinco Share Plan and granted in connection with the Distribution (or shortly thereafter to the extent necessary to determine any adjustments in connection with the Distribution).
“Spinco Share Plans” means the Spinco 2026 Employee Stock Plan, Spinco 2026 Stock Plan For Non-Employee Directors and any other stock plan or stock incentive arrangement, including equity award agreements, entered into by Spinco in connection with the Distribution.
“Subsidiary” has the same meaning as provided in the Distribution Agreement.
“Transfer Date” means the first day of the first payroll cycle following the Distribution Date.
“Transition Period” means, with respect to each MSG Sports Plan in which any Spinco Group member is a Participating Company, the period of time beginning on the Distribution Date and ending on the date Spinco establishes a corresponding Plan and allows participation in such Plan, which for purposes of the MSG Sports Plans described in Article V shall be no later than the Effective Date. The Transition Period applicable to the MSG Sports Plans described in Article V may be extended beyond the Effective Date if both MSG Sports and Spinco agree to the extension, and such agreement shall not be unreasonably withheld.
“Transition Period End Date” means the last day of each applicable Transition Period.
“U.S.” means the United States of America.
Section 1.2 General Interpretive Principles. Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires. The words “hereof,” “herein,” “hereunder,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Article, Section, paragraph and Exhibit are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified. Any reference to any federal, state, local or non-U.S. statute or Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.
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ARTICLE II
GENERAL PRINCIPLES
Section 2.1 Assumption and Retention of Liabilities; Related Assets.
(a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, MSG Sports shall, or shall cause one or more members of the MSG Sports Group to, assume or retain and MSG Sports hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSG Sports Plans (provided that, as between MSG Sports and Spinco, Spinco shall be responsible for certain of those Liabilities pursuant to Section 2.1(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all MSG Sports Employees, Former MSG Sports Employees, MSG Sports Directors, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the MSG Sports Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSG Sports Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the MSG Sports Group, and (iii) any other Liabilities expressly assumed by or retained by MSG Sports or any of its Subsidiaries under this Agreement, including liabilities retained pursuant to Article IV of this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the MSG Sports Group as provided for in this Section 2.1(a) are intended to be MSG Sports Liabilities as such term is defined in the Distribution Agreement, and (y) MSG Sports and Spinco intend that such Liabilities assumed or retained by the MSG Sports Group include the retirement benefits and health and welfare plan benefits under the MSG Sports Plans for all MSG Sports Employees, Former MSG Sports Employees, their dependents, beneficiaries, alternate payees and surviving spouses.
(b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Spinco shall, or shall cause one or more members of the Spinco Group to, assume or retain and Spinco hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Spinco Plans, (ii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of service of all Spinco Employees, Former Spinco Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the Spinco Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the Spinco Group), and (iii) any other Liabilities expressly assumed or retained by Spinco or any of its Subsidiaries under this Agreement. For purposes of clarification and the avoidance of doubt, the Liabilities assumed or retained by the Spinco Group as provided for in this Section 2.1(b) are intended to be Spinco Liabilities as such term is defined in the Distribution Agreement.
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(c) From time to time after the Distribution, Spinco shall promptly reimburse MSG Sports, upon MSG Sports’ presentation of such substantiating documentation as Spinco shall reasonably request, for the cost of any Liabilities satisfied by MSG Sports or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of Spinco or any of its Subsidiaries.
(d) From time to time after the Distribution, MSG Sports shall promptly reimburse Spinco, upon Spinco’s presentation of such substantiating documentation as MSG Sports shall reasonably request, for the cost of any Liabilities satisfied by Spinco or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of MSG Sports or any of its Subsidiaries.
Section 2.2 Spinco Participation in MSG Sports Plans.
(a) During the Transition Period. Except for the MSG Sports Plans described in Sections 4.3, 4.4 and 5.2 and Articles VI and VII herein, until the Transition Period End Date, Spinco and each member of the Spinco Group that presently participates in a particular MSG Sports Plan may continue to be a Participating Company in such MSG Sports Plan, and MSG Sports and Spinco shall take all necessary action to effectuate each such continuation. Spinco and each member of the Spinco Group shall pay MSG Sports for any Spinco Employee or Former Spinco Employee’s participation in the MSG Sports Plans.
(b) After the Transition Period. Except as otherwise expressly provided for in this Agreement, effective as of the Transition Period End Date, Spinco and each member of the Spinco Group shall cease to be a Participating Company in the corresponding MSG Sports Plan, and MSG Sports and Spinco shall take all necessary action to effectuate each such cessation.
Section 2.3 Service Recognition.
(a) Pre-Distribution Service Credit. Spinco shall give each Spinco Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any Spinco Plan for such Spinco Participant’s service with any member of the MSG Sports Group prior to the Distribution Date to the same extent such service was recognized by the corresponding MSG Sports Plans immediately prior to the Distribution Date; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits.
(b) Post-Distribution Service Crediting for the MSG Sports Retained Retirement Plans and Spinco Retained Retirement Plans. Each of MSG Sports and Spinco (acting directly or through their respective Subsidiaries) shall cause each of the MSG Sports Retained Retirement Plans and the Spinco Retained Retirement Plans, respectively, to provide the following service crediting rules effective as of the Distribution Date for so long as MSG Sports and Spinco remain under common Control:
(i) If an MSG Sports Employee who participates in, or is eligible to participate in, the MSG Sports Excess Savings Plan becomes employed by a member of
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the Spinco Group on or after the Distribution Date, and such MSG Sports Employee has been continuously employed by the MSG Sports Group from the Distribution Date through the date such MSG Sports Employee commences active employment with a member of the Spinco Group, then such MSG Sports Employee’s service with the MSG Sports Group shall be recognized for purposes of eligibility, vesting and level of benefits under the Spinco Excess Savings Plan to the same extent as such MSG Sports Employee’s service with the MSG Sports Group was recognized under the MSG Sports Excess Savings Plan.
(ii) If a Spinco Employee who participates in, or is eligible to participate in, the Spinco Excess Savings Plan becomes employed by a member of the MSG Sports Group on or after the Distribution Date, and such Spinco Employee has been continuously employed by the Spinco Group and/or MSG Sports Group from the Distribution Date through the date such Spinco Employee commences active employment with a member of the MSG Sports Group, then such Spinco Employee’s service with the Spinco Group shall be recognized for purposes of eligibility, vesting and level of benefits under the MSG Sports Excess Savings Plan to the same extent as such Spinco Employee’s service with the Spinco Group was recognized under the Spinco Excess Savings Plan.
(iii) Notwithstanding anything in this Agreement to the contrary, following the Distribution Date, the MSG Sports Retained Retirement Plans and the Spinco Retained Retirement Plans shall provide that no break in service occurs with respect to any MSG Sports Employee or Spinco Employee who is hired or rehired by any member of the Spinco Group or the MSG Sports Group after the termination of such MSG Sports Employee’s or Spinco Employee’s employment with either the MSG Sports Group or the Spinco Group after such date.
(iv) Notwithstanding anything in this Agreement to the contrary, the employment service with the MSG Sports Group or the Spinco Group shall not be double counted or result in duplicative benefits or service crediting under any MSG Sports Retained Retirement Plan or Spinco Retained Retirement Plan.
(c) Post-Distribution Service Crediting for the MSG Sports and Spinco Health & Welfare Plans.
(i) If an MSG Sports Employee who participates in any of the MSG Sports Health & Welfare Plans becomes employed by a member of the Spinco Group on or after the Distribution Date, and such MSG Sports Employee has been continuously employed by the MSG Sports Group from the Distribution Date through the date such MSG Sports Employee commences active employment with a member of the Spinco Group, then such MSG Sports Employee’s service with the MSG Sports Group shall be recognized for purposes of eligibility under the corresponding Spinco Health & Welfare Plans, in each case to the same extent as such MSG Sports Employee’s service with the MSG Sports Group was recognized under the corresponding MSG Sports Health & Welfare Plan.
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(ii) If a Spinco Employee who participates in any of the Spinco Health & Welfare Plans becomes employed by a member of the MSG Sports Group on or after the Distribution Date, and such Spinco Employee has been continuously employed by the Spinco Group and/or MSG Sports Group from the Distribution Date through the date such Spinco Employee commences active employment with a member of the MSG Sports Group, then such Spinco Employee’s service with the Spinco Group shall be recognized for purposes of eligibility under the corresponding MSG Sports Health & Welfare Plans, in each case to the same extent as such Spinco Employee’s service with the Spinco Group was recognized under the corresponding Spinco Health & Welfare Plans.
ARTICLE III
U.S. QUALIFIED DEFINED CONTRIBUTION PLANS
Section 3.1 401(k) Plan. On or prior to the Distribution Date, MSG Entertainment and Spinco shall take all necessary actions to add Spinco as a participating employer to the Madison Square Garden 401(k) Savings Plan (the “401(k) Plan”). On and after the Distribution Date, MSG Sports Participants who, immediately prior to the Distribution Date were participants in, or entitled to, future benefits under the 401(k) Plan shall continue to participate in the 401(k) Plan on the same terms and conditions as applied prior to the Distribution Date, as may be modified from time to time. On and after the Distribution Date, all contributions payable to the 401(k) Plan with respect to MSG Sports Participants, determined in accordance with the terms of the 401(k) Plan, ERISA and the Code, shall be paid by MSG Sports to the 401(k) Plan. On and after the Distribution Date, Spinco Participants who, immediately prior to the Distribution Date were participants in, or entitled to, future benefits under the 401(k) Plan shall continue to participate in the 401(k) Plan on the same terms and conditions as applied prior to the Distribution Date, as may be modified from time to time. On and after the Distribution Date, all contributions payable to the 401(k) Plan with respect to Spinco Participants, determined in accordance with the terms of the 401(k) Plan, ERISA and the Code, shall be paid by Spinco to the 401(k) Plan.
Section 3.2 Investment and Benefits Committee. Effective as of the Distribution Date, (a) the current Investment and Benefits Committee shall continue to oversee MSG Sports’ participation in the 401(k) Plan, and (b) Spinco shall establish an Investments and Benefits Committee, which, among other things, shall oversee its participation in the 401(k) Plan.
ARTICLE IV
NONQUALIFIED PLANS
Section 4.1 Excess Cash Balance Pension Plan. As of the Distribution Date, a member of the MSG Sports Group shall remain responsible for all Liabilities under the MSG Sports, LLC Excess Cash Balance Plan (the “MSG Sports Excess Cash Balance Plan”).
Section 4.2 Excess Retirement Plan. As of the Distribution Date, a member of the MSG Sports Group shall remain responsible for all Liabilities under the MSG Sports, LLC Excess Retirement Plan (the “MSG Sports Excess Retirement Plan”).
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Section 4.3 Excess Savings Plan.
(a) Establishment of the Spinco Excess Savings Plan. No later than as of the Distribution Date, Spinco shall establish a defined contribution plan for the benefit of Spinco Employees (including Shared Executives to the extent such Shared Executives are eligible to participate pursuant to their employment contracts) (the “Spinco Excess Savings Plan”) who, immediately prior to the effective date of the Spinco Excess Savings Plan, were participants in, or entitled to future benefits under, the MSG Sports, LLC Excess Savings Plan (the “MSG Sports Excess Savings Plan”).
(b) Transfer of MSG Sports Excess Savings Plan Accounts. No later than as of the Distribution Date, MSG Sports shall cause the accounts in the MSG Sports Excess Savings Plan attributable to Spinco Employees and Former Spinco Employees (but excluding, for the avoidance of doubt, Shared Executives) to be transferred to the Spinco Excess Savings Plan and Spinco shall cause the Spinco Excess Savings Plan to accept such transfer of accounts in accordance with current practice and to assume and to fully perform, pay and discharge all Liabilities of the MSG Sports Excess Savings Plan relating to the accounts of Spinco Employees and Former Spinco Employees as of the effective date of the Spinco Excess Savings Plan.
(c) Continuation of Elections. As of the effective date of the Spinco Excess Savings Plan, Spinco (acting directly or through its Subsidiaries) shall cause the Spinco Excess Savings Plan to recognize and maintain all elections, including deferral elections and beneficiary designations, as applicable, with respect to Spinco Employees and Former Spinco Employees under the MSG Sports Excess Savings Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation is available under the Spinco Excess Savings Plan.
Section 4.4 Executive Deferred Compensation Plan.
(a) Establishment of the Spinco Deferred Compensation Plan. No later than as of the Distribution Date, Spinco shall establish a nonqualified deferred compensation plan for the benefit of Spinco Employees (the “Spinco Deferred Compensation Plan”) who, immediately prior to the effective date of the Spinco Deferred Compensation Plan, were participants in, or entitled to future benefits under, the Madison Square Garden Sports Corp. Executive Deferred Compensation Plan (the “MSG Sports Deferred Compensation Plan”).
(b) Transfer of MSG Sports Deferred Compensation Plan Accounts. No later than as of the Distribution Date, MSG Sports shall cause the accounts in the MSG Sports Deferred Compensation Plan attributable to Spinco Employees and Former Spinco Employees (but excluding, for the avoidance of doubt, Shared Executives) to be transferred to the Spinco Deferred Compensation Plan and Spinco shall cause the Spinco Deferred Compensation Plan to accept such transfer of accounts in accordance with current practice and to assume and to fully perform, pay and discharge all Liabilities of the MSG Sports Deferred Compensation Plan relating to the accounts of Spinco Employees and Former Spinco Employees as of the effective date of the Spinco Deferred Compensation Plan.
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(c) Continuation of Elections. As of the effective date of the Spinco Deferred Compensation Plan, Spinco (acting directly or through its Subsidiaries) shall cause the Spinco Deferred Compensation Plan to recognize and maintain all elections, including deferral elections and beneficiary designations, as applicable, with respect to Spinco Employees and Former Spinco Employees under the MSG Sports Deferred Compensation Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation is available under the Spinco Deferred Compensation Plan.
Section 4.5 Transferred Employees. Employees who transfer from Spinco to MSG Sports between the Distribution Date and October 26, 2027 as a result of the Distribution will not be eligible for an immediate distribution of their account balance from the MSG Sports Excess Cash Balance Plan, MSG Sports Excess Retirement Plan, Spinco Excess Savings Plan or Spinco Deferred Compensation Plan; instead, subject to compliance with any applicable requirements of Section 409A of the Code, any such account balance from the MSG Sports Excess Cash Balance Plan or MSG Sports Excess Retirement Plan shall remain with the MSG Sports Excess Cash Balance Plan or MSG Sports Excess Retirement Plan, as applicable, any such account balance from the Spinco Excess Savings Plan or Spinco Deferred Compensation Plan shall be transferred to the MSG Sports Excess Savings Plan or MSG Sports Deferred Compensation Plan, as applicable, within 30 days of the date of transfer, and Spinco shall pay MSG Sports an amount equal to the vested account balance from the Spinco Excess Savings Plan and Spinco Deferred Compensation Plan, as applicable, as of the transfer date within 30 days of such transfer date. Employees who transfer from MSG Sports to Spinco between the Distribution Date and October 26, 2027 as a result of the Distribution will not be eligible for an immediate distribution of their account balance from the MSG Sports Excess Cash Balance Plan, MSG Sports Excess Retirement Plan, MSG Sports Excess Savings Plan or MSG Sports Deferred Compensation Plan; instead, subject to compliance with any applicable requirements of Section 409A of the Code, any such account balance from the MSG Sports Excess Cash Balance Plan or MSG Sports Excess Retirement Plan shall remain with the MSG Sports Excess Cash Balance Plan or MSG Sports Excess Retirement Plan, as applicable, any such account balance from the MSG Sports Excess Savings Plan or MSG Sports Deferred Compensation Plan shall be transferred to the Spinco Excess Savings Plan or Spinco Deferred Compensation Plan, as applicable, within 30 days of the date of transfer, and MSG Sports shall pay Spinco an amount equal to the vested account balance from the MSG Sports Excess Savings Plan and MSG Sports Deferred Compensation Plan, as applicable, as of the transfer date within 30 days of such transfer date.
Section 4.6 No Separation from Service. The transactions provided for under this Agreement shall not constitute a separation from service or a termination of employment under the MSG Sports Excess Cash Balance Plan, MSG Sports Excess Retirement Plan, MSG Sports Excess Savings Plan, Spinco Excess Savings Plan, MSG Sports Deferred Compensation Plan or Spinco Deferred Compensation Plan, each of which shall provide that no distribution of benefits shall be made to any MSG Sports Employee or Spinco Employee on account of these transactions.
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ARTICLE V
U.S. HEALTH AND WELFARE PLANS
Section 5.1 Health and Welfare Plans Maintained by MSG Sports Prior to the Distribution Date.
(a) Establishment of the Spinco Health & Welfare Plans. MSG Sports or one or more of its Subsidiaries maintain each of the health and welfare plans set forth on Exhibit C attached hereto (the “MSG Sports Health & Welfare Plans”) for the benefit of eligible MSG Sports Participants and Spinco Participants. Effective as of January 1, 2028 (the “Effective Date”), Spinco shall, or shall cause one of its Subsidiaries to, adopt health and welfare plans for the benefit of eligible Spinco Participants (collectively, the “Spinco Health & Welfare Plans”).
(b) Terms of Participation in Spinco Health & Welfare Plans. Spinco (acting directly or through its Subsidiaries) shall cause all Spinco Health & Welfare Plans, if applicable, to (i) waive all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to Spinco Participants, other than limitations that were in effect with respect to Spinco Participants immediately prior to the Effective Date, (ii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Spinco Participant immediately prior to the Effective Date to the extent such Spinco Participant had satisfied any similar limitation under the analogous MSG Sports Health & Welfare Plan, and (iii) in the case of self-insured Spinco Health & Welfare Plans, provide credit for all benefits paid to Spinco Participants under the MSG Sports Health & Welfare Plans for purposes of determining when such persons have reached their lifetime maximums (if any) under the Spinco Health & Welfare Plan. Notwithstanding the foregoing, in the event that any Spinco Participant, Former Spinco Employee, or dependent thereof is confined to a facility for treatment as of the Effective Date, such persons nevertheless shall become covered under Spinco Health & Welfare Plans as of such date, and shall cease being covered under MSG Sports Health & Welfare Plans as of such date.
Section 5.2 Flexible Spending Accounts Plan. No later than as of the Distribution Date, Spinco (acting directly or through its Subsidiaries) shall establish a flexible spending accounts plan (the “Spinco Flexible Spending Accounts Plan”) with features that are comparable to those contained in the flexible spending accounts plan maintained by MSG Sports for the benefit of Spinco Participants immediately prior to the effective date of the Spinco Flexible Spending Accounts Plan (the “MSG Sports Flexible Spending Accounts Plan”). Following the Distribution Date, Spinco Participants that presently participate in the MSG Sports Flexible Spending Accounts Plan may submit, for reimbursement in accordance with the MSG Sports Flexible Spending Accounts Plan, claims for health costs incurred during the 2026 plan year and any applicable grace period thereafter, and MSG Sports shall be responsible for the payment of such claims. Spinco shall be entitled to retain the net positive balance, if any, of the Spinco Participants’ flexible spending accounts from the 2026 plan year. Spinco shall pay to MSG Sports the net negative balance, if any, of the Spinco Participants’ flexible spending accounts from the 2026 plan year. As of the Distribution Date, Spinco shall be responsible for administering all reimbursement claims of Spinco Participants under the Spinco Flexible Spending Accounts Plan with respect to calendar year 2026 under the Spinco Flexible Spending Accounts Plan.
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Section 5.3 COBRA and HIPAA. As of the Effective Date, Spinco (acting directly or through its Subsidiaries) shall assume, or shall have caused the Spinco Health & Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to Spinco Participants who, as of the day prior to the Effective Date, were covered under an MSG Sports Health & Welfare Plan pursuant to COBRA or were eligible for COBRA under an MSG Sports Health & Welfare Plan and incur any COBRA claims after the Effective Date. MSG Sports shall be responsible for the claims incurred by Spinco Participants prior to the Effective Date, regardless of whether payments for such claims are made or due after the Effective Date. MSG Sports (acting directly or through its Subsidiaries) shall be responsible for administering compliance with the certificate of creditable coverage requirements of HIPAA applicable to the MSG Sports Health & Welfare Plans with respect to Spinco Participants for the period ending on the Effective Date. MSG Sports and Spinco agree that neither the Distribution nor any transfers of employment directly from the MSG Sports Group to the Spinco Group or directly from the Spinco Group to the MSG Sports Group that occur before the Effective Date shall constitute a COBRA “qualifying event” for purposes of COBRA.
Section 5.4 Liabilities.
(a) Insured Benefits. With respect to employee welfare and fringe benefits that are provided through the purchase of insurance, MSG Sports shall cause the MSG Sports Health & Welfare Plans to fully perform, pay and discharge all claims of Spinco Participants that are incurred prior to the Effective Date (whether reported or unreported by the Effective Date) for the MSG Sports Health & Welfare Plans, and Spinco shall pay MSG Sports for premiums incurred by MSG Sports in respect of Spinco Participants from the Distribution Date through the Effective Date. Spinco shall cause the MSG Sports Health & Welfare Plans to fully perform, pay and discharge all claims of Spinco Participants that are incurred on or after the Effective Date. With respect to claims of Spinco Participants that are incurred under such MSG Sports Health & Welfare Plans prior to the Effective Date (whether reported or unreported by the Effective Date), but after the Distribution Date, and paid by the MSG Sports Health & Welfare Plans, Spinco, as a Participating Company, shall promptly reimburse MSG Sports for any administrative or other expenses.
(i) Long-Term Disability. Any Spinco Participant who is on long-term disability leave and receiving long-term disability benefits under the MSG Sports Group, LLC Benefits Program as of the Effective Date shall continue to receive benefits under the MSG Sports Group, LLC Benefits Program in accordance with the provisions of such Plan following the Effective Date.
(b) Self-Insured Benefits. With respect to employee welfare and fringe benefits that are provided on a self-insured basis, except as otherwise provided herein, Spinco (i) shall pay MSG Sports the Estimated Benefit Cost (defined below) for each month from the Distribution Date through the Effective Date for each Spinco Participant participating in such benefits
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(prorated for any partial month based on the number of days in such month) and (ii) acting directly or through its Subsidiaries, shall cause the Spinco Health & Welfare Plans to fully perform, pay and discharge all claims of Spinco Participants that are incurred on or after the Effective Date. The “Estimated Benefit Cost” shall equal the aggregate monthly cost of such self-insured benefits on a per-employee basis, as set forth in MSG Sports’ applicable annual budget (as may be adjusted quarterly), taking into account relevant claims experience. As soon as administratively practicable after the Effective Date, Spinco and MSG Sports shall determine the actual cost of providing such self-insured benefits to the Spinco Participants for the period from the Distribution Date through the Effective Date (the “Actual Benefit Cost”), which shall be determined based on the number, and claims experience, of MSG Sports Participants and Spinco Participants during that period. If the Actual Benefit Cost is greater than the aggregate Estimated Benefit Cost paid by Spinco, then Spinco shall promptly pay MSG Sports such shortfall, or if the aggregate Estimated Benefit Cost paid by Spinco is greater than the Actual Benefit Cost, then MSG Sports shall promptly reimburse such excess amount to Spinco. Except as provided otherwise herein, Spinco shall promptly reimburse MSG Sports for the administrative and other expenses related to self-insured benefit claims of Spinco Participants paid by the MSG Sports Health & Welfare Plans or MSG Sports that were incurred prior to the Effective Date (whether reported or unreported by the Effective Date).
(i) Short-Term Disability.
(A) Any Spinco Participant who is on short-term disability leave and receiving short-term disability benefits under the MSG Sports Group, LLC Benefits Program as of the Effective Date shall continue to receive short-term disability benefits under the MSG Sports Group, LLC Benefits Program. Spinco, as a Participating Company, shall reimburse MSG Sports for all administrative and other expenses paid by the MSG Sports Group, LLC Benefits Program or MSG Sports after the Effective Date. Spinco shall continue to pay any short-term disability benefits owed to a Spinco Participant under the MSG Sports Group, LLC Benefits Program.
(B) Any Spinco Participant who is on a short-term disability leave as of the Effective Date, and who but for the transactions contemplated under the Distribution Agreement would have become eligible for long-term disability benefits in accordance with the provisions of the MSG Sports Group, LLC Benefits Program, will continue to be eligible for long-term disability benefits under the MSG Sports Group, LLC Benefits Program.
(c) Incurred Claim Definition. For purposes of this Section 5.4, a claim or Liability is deemed to be incurred (i) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services or provision of supplies giving rise to such claim or Liability; (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability; (iii) with respect to disability benefits, upon the date of an individual’s disability, as determined
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by the disability benefit insurance carrier or claim administrator, giving rise to such claim or Liability; and (iv) with respect to a period of continuous hospitalization (or any medical or other service or supply performed or provided during the period of continuous hospitalization), upon the date of admission to the hospital.
Section 5.5 Time-Off Benefits. Spinco shall credit each Spinco Participant with the amount of accrued but unused vacation time, sick time and other time-off benefits as such Spinco Participant had with the MSG Sports Group as of the Distribution Date or as of an employee’s transfer date for an MSG Sports Employee who becomes a Spinco Employee prior to the first anniversary of the Distribution Date. MSG Sports shall credit each MSG Sports Participant with the amount of accrued but unused vacation time, sick time and other time-off benefits as of an employee’s transfer date for a Spinco Employee who becomes an MSG Sports Employee prior to the first anniversary of the Distribution Date. Notwithstanding the above, MSG Sports shall not be required to credit any MSG Sports Participant and Spinco shall not be required to credit any Spinco Participant with any accrual to the extent that a benefit attributable to such vacation time, sick time and other time-off benefits is paid by the Spinco Group or MSG Sports Group, respectively.
Section 5.6 Severance Pay Plans. MSG Sports and Spinco acknowledge and agree that the transactions contemplated by the Distribution Agreement will not constitute a termination of employment of any Spinco Participant or MSG Sports Participant for purposes of any policy, plan, program or agreement of MSG Sports or Spinco or any member of the MSG Sports Group or Spinco Group that provides for the payment of severance, separation pay, salary continuation or similar benefits in the event of a termination of employment.
ARTICLE VI
EQUITY COMPENSATION
Section 6.1 Equity Compensation. MSG Sports and Spinco, including through instructions with their respective administrators and recordkeepers, shall use commercially reasonable efforts and shall cooperate in good faith to take all actions reasonably necessary or appropriate for the adjustment of the Equity Compensation under the MSG Sports Share Plans, for the issuance of the Equity Compensation under the Spinco Share Plans, and to coordinate the tax treatment of such Equity Compensation as set forth in this Article VI, all in a manner consistent with the resolutions adopted by the MSG Sports Compensation Committee in connection with the Distribution and the provisions of this Article VI.
Section 6.2 Taxes and Withholding.
(a) Options.
(i) Exercise Price.
(A) Upon the exercise of an MSG Sports Option, whether by an MSG Sports Employee, Former MSG Sports Employee, MSG Sports Director, Spinco Employee, Former Spinco Employee or Spinco Director, MSG Sports and Spinco shall take steps to ensure that the exercise price is delivered to MSG Sports.
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(B) Upon the exercise of a Spinco Option, whether by an MSG Sports Employee, Former MSG Sports Employee, MSG Sports Director, Spinco Employee, Former Spinco Employee or Spinco Director, MSG Sports and Spinco shall take steps to ensure that the exercise price is delivered to Spinco.
(ii) Taxes.
(A) Upon exercise of an MSG Sports Option or Spinco Option, the employer or, in the case of a Former MSG Sports Employee or Former Spinco Employee, the former employer of such holder shall fund any employer taxes.
(B) Upon exercise of an MSG Sports Option or Spinco Option, MSG Sports and Spinco shall take steps to ensure that the applicable withholding amount is remitted in cash to the employer or, in the case of a Former MSG Sports Employee or Former Spinco Employee, the former employer of such holder.
(b) Restricted Stock Units.
(i) Settlement.
(A) After the Distribution Date, MSG Sports shall be responsible for all Liabilities under MSG Sports RSUs, whether such MSG Sports RSUs are held by MSG Sports Employees, Former MSG Sports Employees, Spinco Employees, Former Spinco Employees and individuals who received such MSG Sports RSUs in their capacity as MSG Sports Directors. MSG Sports shall settle, and satisfy any dividend obligations with respect to, such MSG Sports RSUs in accordance with the terms of its 2015 Employee Stock Plan, as amended, and its 2015 Stock Plan for Non-Employee Directors, as amended.
(B) After the Distribution Date, Spinco shall be responsible for all Liabilities under Spinco RSUs, whether such Spinco RSUs are held by MSG Sports Employees, Former MSG Sports Employees, Spinco Employees or Former Spinco Employees. Spinco shall settle, and satisfy any dividend obligations with respect to, such Spinco RSUs in accordance with the terms of its 2026 Employee Stock Plan.
(ii) Taxes.
(A) Upon settlement of any MSG Sports RSU or Spinco RSU, other than an MSG Sports RSU that is held by an individual who received
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such MSG Sports RSU in their capacity as an MSG Sports Director, the employer, or, in the case of a Former MSG Sports Employee or Former Spinco Employee, the former employer, of such holder shall fund any employer taxes.
(B) Upon settlement of any MSG Sports RSU or Spinco RSU, other than an MSG Sports RSU that is held by an individual who received such MSG Sports RSU in their capacity as an MSG Sports Director, MSG Sports and Spinco shall take steps to ensure that the applicable withholding amount is remitted in cash to the employer, or, in the case of a Former MSG Sports Employee or Former Spinco Employee, the former employer of such holder.
(C) MSG Sports will be responsible for any tax reporting obligations associated with any MSG Sports RSUs that are held by an individual who received such MSG Sports RSU in their capacity as an MSG Sports Director.
(c) Tax Deductions. With respect to the Equity Compensation held by individuals who are MSG Sports Employees or MSG Sports Directors at the time the Equity Compensation becomes taxable and individuals who are Former MSG Sports Employees at such time, MSG Sports shall claim any federal, state and/or local tax deductions after the Distribution Date, and Spinco shall not claim such deductions. With respect to the Equity Compensation held by individuals who are employees of the Spinco Group at the time the Equity Compensation becomes taxable and individuals who are Former Spinco Employees at such time, Spinco shall claim any federal, state and/or local tax deductions after the Distribution Date, and MSG Sports shall not claim such deductions. If either MSG Sports or Spinco determines in its reasonable judgment that there is a substantial likelihood that a tax deduction that was assigned to MSG Sports or Spinco pursuant to this Section 6.2 will instead be available only to the other party (whether as a result of a determination by the IRS, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other party and both MSG Sports and Spinco will negotiate in good faith to resolve the issue in accordance with the following principle: the party entitled to the deduction shall pay to the other party an amount that places the other party in a financial position equivalent to the financial position the party would have been in had the party received the deduction as intended under this Section 6.2. Such amount shall be paid within 90 days of filing the last tax return necessary to make the determination described in the preceding sentence.
Section 6.3 Cooperation. In addition to any cooperation principles governed by Article IX, if, after the Distribution Date, MSG Sports or Spinco identify an administrative error in the individuals identified as holding Equity Compensation, the amount of Equity Compensation so held, the vesting level of such Equity Compensation, or any other similar error, MSG Sports and Spinco shall mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and MSG Sports and Spinco in the position in which they would have been had the error not occurred. Each of MSG Sports and Spinco shall establish an appropriate administration system in order to handle in an
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orderly manner exercises of MSG Sports Options and Spinco Options and the settlement of MSG Sports RSUs and Spinco RSUs. Each of MSG Sports and Spinco will work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable entity’s data and records with respect to Equity Compensation are correct and updated on a timely basis. The foregoing shall include employment status and information required for tax withholding/remittance, compliance with trading windows and compliance with the requirements of the Securities Exchange Act of 1934 and other applicable Laws.
Section 6.4 SEC Registration. MSG Sports and Spinco mutually agree to use commercially reasonable efforts to maintain effective registration statements with the SEC with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.
Section 6.5 Savings Clause. MSG Sports and Spinco hereby acknowledge that the provisions of this Article VI are intended to achieve certain tax, legal and accounting objectives and, in the event such objectives are not achieved, MSG Sports and Spinco agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.
ARTICLE VII
ADDITIONAL COMPENSATION AND BENEFITS MATTERS
Section 7.1 Individual Arrangements.
(a) MSG Sports Individual Arrangements. MSG Sports acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any employment, separation, severance, consulting, non-competition, retention or other compensatory arrangement previously provided by any member of the MSG Sports Group or Spinco Group to any MSG Sports Participant.
(b) Spinco Individual Arrangements. Spinco acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any employment, separation, severance, consulting, non-competition, retention or other compensatory arrangement previously provided by any member of the MSG Sports Group or Spinco Group to any Spinco Participant.
(c) Effect of the Distribution on Severance. MSG Sports and Spinco acknowledge and agree that the transactions contemplated by the Distribution Agreement will not constitute a termination of employment of any Spinco Participant for purposes of any policy, plan, program or agreement of MSG Sports or Spinco or any member of the MSG Sports Group or Spinco Group that provides for the payment of severance, separation pay, salary continuation or similar benefits in the event of a termination of employment.
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Section 7.2 Non-Competition. For the purpose of any non-compete provision in any MSG Sports Plan or any award thereunder, each of Spinco, MSG Entertainment and Sphere Entertainment Co. shall not be regarded as a “competitive entity.” For the purpose of any non-compete provision in any Spinco Plan or any award thereunder, each of MSG Sports, MSG Entertainment and Sphere Entertainment Co. shall not be regarded as a “competitive entity.” This Section 7.2 shall apply only so long as MSG Sports, Spinco, MSG Entertainment and Sphere Entertainment Co. remain under common Control.
Section 7.3 Collective Bargaining. To the extent any provision of this Agreement is contrary to the provisions of any collective bargaining agreement to which MSG Sports or Spinco or any of their respective Subsidiaries is a party, the terms of such collective bargaining agreement shall prevail. Should any provisions of this Agreement be deemed to relate to a topic determined by an appropriate authority to be a mandatory subject of collective bargaining, MSG Sports or Spinco may be obligated to bargain with the union representing affected employees concerning those subjects.
Section 7.4 Union Dues; Severance and Fringe Benefits. MSG Sports and its Subsidiaries shall retain responsibility for the payment of dues and severance and fringe benefit payments on behalf of MSG Sports Employees with respect to the unions set forth on Exhibit D. Spinco and its Subsidiaries shall retain responsibility for the payment of dues and severance and fringe benefit payments on behalf of Spinco Employees with respect to the unions set forth on Exhibit E.
Section 7.5 Director Programs. MSG Sports shall retain responsibility for the payment of any fees and MSG Sports RSUs payable in respect of service on the MSG Sports Board of Directors that are payable but not yet paid as of the Distribution Date, and Spinco shall have no responsibility for any such payments (to an individual who is a member of the Spinco Board of Directors as of the Distribution Date or otherwise).
Section 7.6 Section 409A. Notwithstanding anything in this Agreement to the contrary (including the treatment of supplemental and deferred compensation plans, outstanding long-term incentive awards and annual incentive awards as described herein), MSG Sports and Spinco agree to negotiate in good faith regarding the need for any treatment different from that otherwise provided herein to ensure that the treatment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation does not cause the imposition of a tax under Section 409A of the Code.
ARTICLE VIII
INDEMNIFICATION
Section 8.1 Indemnification. All Liabilities retained or assumed by or allocated to MSG Sports or the MSG Sports Group pursuant to this Agreement shall be deemed to be “MSG Sports Liabilities” (as defined in the Distribution Agreement) for purposes of Article III of the Distribution Agreement, and all Liabilities retained or assumed by or allocated to Spinco or the Spinco Group pursuant to this Agreement shall be deemed to be “Spinco Liabilities” (as defined in the Distribution Agreement) for purposes of Article III of the Distribution Agreement.
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ARTICLE IX
GENERAL AND ADMINISTRATIVE
Section 9.1 Sharing of Information. The Parties (acting directly or through their respective Subsidiaries) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Plans, to assist Spinco in obtaining its own insurance policies to provide benefits under Spinco Plans, and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that, in the event that any Party reasonably determines that any such provision of Information could be commercially detrimental to such Party or any member of its Group, violate any Law or agreement to which such Party or member of its Group is a party, or waive any attorney-client privilege applicable to such Party or member of its Group, the Parties shall provide any such Information and the Parties shall take all reasonable measures to comply with the obligations pursuant to this Section 9.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 4.4 of the Distribution Agreement.
Section 9.2 Reasonable Efforts/Cooperation. Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.
Section 9.3 Non-Termination of Employment; No Third-Party Beneficiaries. No provision of this Agreement or the Distribution Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any MSG Sports Employee or Spinco Employee or other future, present, or former employee of any member of the MSG Sports Group or Spinco Group under any MSG Sports Plan or Spinco Plan or otherwise. This Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or persons (including any employee or former employee of MSG Sports or Spinco or either of their respective Subsidiaries or any beneficiary or dependent thereof) any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. No provision in this Agreement shall modify or amend any other agreement, plan, program, or document unless this Agreement explicitly states that the provision “amends” that other agreement, plan, program, or document. This shall not prevent the Parties entitled to
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enforce this Agreement from enforcing any provision in this Agreement, but no other person shall be entitled to enforce any provision in this Agreement on the grounds that it is an amendment to another agreement, plan, program, or document unless the provision is explicitly designated as such in this Agreement, and the person is otherwise entitled to enforce the other agreement, plan, program, or document. If a person not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to another agreement, plan, program, or document, and that provision is construed to be such an amendment despite not being explicitly designated as one in this Agreement, that provision in this Agreement shall be void ab initio, thereby precluding it from having any amendatory effect. Furthermore, nothing in this Agreement is intended to confer upon any employee or former employee of MSG Sports, Spinco or either of their respective Subsidiaries any right to continued employment, or any recall or similar rights to an individual on layoff or any type of approved leave.
Section 9.4 Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.
Section 9.5 Access to Employees. Following the Distribution Date, MSG Sports and Spinco shall, or shall cause each of their respective Subsidiaries to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between any member of the MSG Sports Group and any member of the Spinco Group) to which any employee, director or Plan of the MSG Sports Group or Spinco Group is a party and which relates to their respective Plans prior to the Distribution Date.
Section 9.6 Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to Spinco Participants under MSG Sports Plans shall be transferred to and be in full force and effect under the corresponding Spinco Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply to, the relevant Spinco Participant.
Section 9.7 Not a Change in Control. MSG Sports and Spinco acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any MSG Sports Plan or Spinco Plan.
ARTICLE X
MISCELLANEOUS
Section 10.1 Effect If Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Distribution Agreement is terminated prior to the Distribution
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Date, then all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to or as of the Distribution Date, or otherwise in connection with the Distribution, shall not be taken or occur except to the extent specifically agreed to in writing by MSG Sports, Spinco and/or MSG Entertainment, as applicable, and no Party shall have any Liability to the other Parties under this Agreement.
Section 10.2 Complete Agreement; Construction. This Agreement, including the Exhibits, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.
Section 10.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.
Section 10.4 Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.
Section 10.5 Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
To MSG Sports:
Madison Square Garden Sports Corp. (or, after the applicable name change, MSG
Knickerbockers Corp.)
Two Penn Plaza
New York, New York 10121
Attention: Chief Legal Officer
To Spinco:
MSGS Spinco, Inc. (or, after the applicable name change, MSG Rangers Corp.)
Two Penn Plaza
New York, New York 10121
Attention: Chief Legal Officer
To MSG Entertainment:
Madison Square Garden Entertainment Corp.
Two Penn Plaza
New York, New York 10121
Attention: Chief Legal Officer
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Section 10.6 Waivers. The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.
Section 10.7 Amendments. Subject to the terms of Sections 10.8 and 10.9 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.
Section 10.8 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that any Party may assign this Agreement to a purchaser (by merger, sale of assets or otherwise) of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed. Any arrangement in violation of the provisions of this Section 10.8 shall be void.
Section 10.9 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.
Section 10.10 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.
Section 10.11 Title and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
Section 10.12 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.
Section 10.13 Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.
Section 10.14 Specific Performance. From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at law for any breach or threatened breach of this Agreement,
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including monetary damages, are inadequate compensation for any Loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.
Section 10.15 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
[signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.
| MADISON SQUARE GARDEN SPORTS CORP. (to be renamed MSG Knickerbockers Corp.) | ||
| By: | /s/ Paul DiCicco | |
| Name: Paul DiCicco | ||
| Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
| MSGS SPINCO, INC. (to be renamed MSG Rangers Corp.) | ||
| By: | /s/ David Granville-Smith | |
| Name: David Granville-Smith | ||
| Title: Executive Vice President | ||
| MADISON SQUARE GARDEN ENTERTAINMENT CORP., solely for the purposes of Articles III, IX and X | ||
| By: | /s/ Alexander Shvartsman | |
| Name: Alexander Shvartsman | ||
| Title: Senior Vice President, Controller and Principal Accounting Officer | ||
[Signature Page to Employee Matters Agreement]
Exhibit 10.4
FORM OF TRANSFER CONSENT AGREEMENT
THIS TRANSFER CONSENT AGREEMENT is made this [•] day of [•], 2026 by and among: (i) the NATIONAL HOCKEY LEAGUE, a joint venture organized as an unincorporated association (the “NHL”); (ii) NEW YORK RANGERS, LLC, a Delaware limited liability company (“Rangers LLC”), RANGERS HOLDINGS, LLC, a Delaware limited liability company (“RH LLC”), MSG NYR HOLDINGS, LLC, a Delaware limited liability company (“MSG NYR Holdings”), and MSGS SPINCO, INC., a Nevada corporation to be renamed MSG Rangers Corp. (“Spinco”) (the entities listed in this clause (ii) are referred to collectively as the “Club Parties”); and (iii) MSG SPORTS, LLC, a Delaware limited liability company to be renamed MSG Knicks, LLC (“MSG Sports”), and MADISON SQUARE GARDEN SPORTS CORP., a Nevada corporation to be renamed MSG Knickerbockers Corp. (“Remainco”) (the entities listed in this clause (iii) are referred to collectively as the “Transferring Parties”, and together with the Club Parties, the “Transaction Parties”).
Background
(a) Rangers LLC owns all of the assets comprising the New York Rangers hockey club (the “Rangers”). All of the membership interests of Rangers LLC are directly owned by RH LLC. All of the membership interests of RH LLC are directly owned by MSG NYR Holdings.
(b) Spinco has been formed as a direct wholly owned subsidiary of Remainco. On the date hereof, MSG Sports will transfer all of the ownership interests of MSG NYR Holdings to Spinco. Pursuant to a Distribution Agreement dated as of [•], 2026 (the “Distribution Agreement”), between Remainco and Spinco, Remainco has agreed to distribute on October [•], 2026 (the “Distribution Date”) to the holders of its common stock all of the outstanding shares of the common stock of Spinco such that all of the holders of record of Class A common stock and Class B common stock of Remainco will receive a proportionate number of shares of Class A common stock and Class B common stock, respectively, of Spinco (the “Distribution”). The transactions described in this paragraph (b), including the Distribution, are referred to collectively as the “Proposed Transactions”.
(c) After giving effect to the Proposed Transactions: (i) all of the membership interests of MSG NYR Holdings will be directly owned by Spinco; (ii) except as set forth on Schedule 1A and in paragraph (d) below, to the knowledge of the Transaction Parties, no person or entity will own more than 5% of the capital stock of Spinco; and (iii) the Transferring Parties will no longer own any direct or indirect interest in Rangers LLC or the Rangers.
(d) On the Distribution Date after giving effect to the Proposed Transactions, James L. Dolan (“JLD”) and certain trusts for the benefit of members of the Dolan family (together with JLD and current and future family members or trusts, or entities wholly owned by the foregoing, that directly or indirectly own (or are or may become beneficiaries of), or subsequently acquire in accordance with this Transfer Consent Agreement and that certain letter agreement to be executed on the Distribution Date in favor of the NHL by JLD and certain Dolan family members and trusts for the benefit of members of the Dolan family, shares of Class B common stock of Spinco, collectively, the “Dolan Family Owners”) will collectively own all of the outstanding shares of Class B common stock of Spinco and, as a result thereof, have the right to elect 75% of the board of directors of Spinco.
NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein, and subject to the following terms and conditions, it is agreed as follows:
1. Ownership, Control.
(a) The Club Parties represent, warrant and covenant to the NHL that JLD is the Governor of the Rangers and the Executive Chairman and Chief Executive Officer of Spinco, and he is responsible for and has the authority to manage the business and affairs of the Rangers and each Club Party, subject to certain prior approvals of the board of directors of Spinco as required by law.
(b) Notwithstanding any provision in any other agreement which may be to the contrary, the NHL Entities and Member Clubs may rely upon as binding upon the Rangers and each Club Party any action of the Governor and each Alternate Governor of the Rangers with respect to any communication, agreement, understanding, action, consent or other transaction with or concerning any NHL Entity or the Member Clubs.
(c) Each Club Party acknowledges and agrees that:
(i) The ownership of the Rangers, any proposed transfer of the location of the Rangers and any proposed Transfer (as defined below) of the assets of, or any direct or indirect ownership interest in, Rangers LLC or any other Club Party are subject to the NHL Constitution and Agreements (as defined below), including this Transfer Consent Agreement. Without limiting the foregoing, subject to Section 1(c)(ii)(D), any Transfer of the assets of, or a direct or indirect ownership interest in, any of the Club Parties shall be subject to and conditioned upon approval of the NHL pursuant to Article 3.5 of the NHL Constitution (attached hereto as Annex A), unless otherwise provided in the NHL Constitution and Agreements, provided, that: (A) subject to certain conditions, it is acknowledged and agreed that shares of Spinco common stock held by the Dolan Family Owners shall be deemed to be held by JLD for the purposes of this Transfer Consent Agreement and the NHL Constitution and Agreements and nothing herein or therein shall restrict transfers of such common stock among Dolan Family Owners, (B) the Dolan Family Owners may pledge stock of Spinco owned by them as collateral for loans made to them, provided that, in the event that if after giving effect to the Transfer of all of the stock subject to any such pledges the Dolan Family Owners would collectively own in the aggregate less than 51% of the voting power of Spinco, then the pledgees and pledgors with respect to all such pledges shall have executed and delivered to the NHL a lender letter agreement in a form prescribed by the NHL, and (C) the Transfer of the stock of Spinco shall not be deemed to be a transfer of a controlling interest in Spinco for purposes of Article 3.5 of the Constitution to the extent that, following any such Transfer, the Dolan Family Owners collectively have the right in the aggregate to elect a majority of the board of directors of Spinco. Spinco shall be considered a “member” for purposes of Section 3.5 of the NHL Constitution as currently constituted (which shall govern the Transfer of Spinco common stock for so long as Spinco is a publicly traded company and it owns the Rangers and Section 3.5 is so constituted).
(ii) Without limiting the provisions of subsection (i) above, and except as specifically set forth in (i) above, each Club Party acknowledges and agrees that each of the below listed actions are subject to the approval of the NHL and, accordingly, any such actions taken but not approved by the NHL shall subject the Club Parties and the Rangers to all remedies and rights which may be enforced by the NHL or its Member Clubs (as defined below):
| (A) | Rangers LLC, RH LLC, or MSG NYR Holdings to change their respective statuses as Delaware limited liability companies, or Spinco to change its status as a Nevada corporation; |
| (B) | any Club Party to liquidate or dissolve or Transfer a substantial part of its assets to another entity, if such assets include an interest in the Rangers; |
| (C) | a change in control of any Club Party, whether or not presently provided in the limited liability company agreement or other governing document of such Club Party; |
| (D) | except as set forth in Section 1(c)(i) or as may otherwise be specifically authorized by this Transfer Consent Agreement, any transaction that will result in a change, directly or indirectly, in the ownership of the Rangers or any Club Party, to the extent such change would constitute a transfer of a membership or ownership interest in a Member Club under Article 3.5 of the NHL Constitution. The parties acknowledge and agree that any transfer of a direct ownership interest in Spinco is subject to compliance with the NHL Constitution and Agreements and that to the extent required by the NHL Constitution and Agreements they shall use reasonable efforts to obtain the NHL’s prior approval of such transactions whenever practicable; provided, however, that, notwithstanding anything to the contrary contained in this Transfer Consent Agreement, any such transfer effectuated without the NHL’s prior written consent (if such consent is required under the NHL Constitution and Agreements) and for which such consent is not granted within 30 days after such transfer by the NHL, will subject the Club Parties and the Rangers, as the NHL’s sole remedy against the Club Parties, to any |
| and all rights and remedies that the NHL may have against one or more Club Parties and/or the Rangers in connection with a material breach by any Club Party of the NHL Constitution and Agreements, including without limitation, those enumerated in Section 3(g) below. The Club Parties agree to be bound by any decision of the NHL and its Member Clubs, and any actions taken by the NHL or its Member Clubs, in connection with the exercise of the NHL’s rights and remedies as contemplated by this Section in respect of such decision not to approve any person or entity to whom any direct ownership interest in Spinco is transferred without the NHL’s written consent (if such consent is required under the NHL Constitution and Agreements) (a “Transferee”) as a holder of an ownership interest in a Member Club. The Affiliated NHL Parties shall be entitled to indemnification in accordance with Section 2 hereof with respect to all Losses arising out of any claim by a Transferee, any Transaction Party or any affiliate of a Transaction Party with respect to the NHL’s and its Member Clubs’ decision not to approve such Transferee as a holder of an ownership interest in a Member Club or any actions taken by the NHL or its Member Clubs in connection with the exercise of its remedies contemplated by this Section in respect of such decision not to approve such Transferee. The parties hereto agree that the failure to obtain the approval of the NHL and/or its Member Clubs for any transfer described in this Section will not in and of itself affect the ability of the transferor to convey good title to the shares transferred. The NHL further agrees that it shall not seek to enjoin any sale of stock of Spinco, provided that the NHL may seek injunctive or other relief to prevent such transferee from exercising dominion or control directly or indirectly over any Club Party or its assets. |
(iii) The foregoing covenants apply and shall be enforceable notwithstanding any provision of any document or instrument to the contrary.
(d) Each of the Club Parties (other than Spinco) agrees that its stock, limited liability company or partnership certificate or other document evidencing ownership in such entity, if any, will bear a legend substantially as follows:
“The transfer, pledge or other disposition of this [limited liability company interest] is subject to the approval and consent of the National Hockey League pursuant to the NHL Constitution and Bylaws and a certain Transfer Consent Agreement dated [•], 2026 with the NHL.”
(e) For the purposes of this Transfer Consent Agreement:
(i) “NHL Constitution and Agreements” means: (A) the NHL Constitution, (B) the NHL By-laws, (C) the governing documents of each of the NHL, NHL Enterprises, L.P., NHL Enterprises Canada, L.P., NHL Enterprises, Inc., National Hockey League Enterprises Canada, Inc., NHL Enterprises B.V., Intra-Continental Ensurers, Limited, NHL Interactive CyberEnterprises, LLC, NHL Network US, L.P., NHL Network US, Inc., NHL IHT, LP, NHL IHT, Inc., NHL IHT Canada Holdco, Inc., NHL IHT US, LP, NHL IHT US GP, LLC, NHL IHT US Holdco, LLC, NHL China Holdings, LLC, NHL International Holdco, Inc., TLD, LLC, NHL Club Media, Inc., and any entity that may be formed by the member clubs of the NHL (the “Member Clubs”) generally after the date of this Transfer Consent Agreement, and each of their respective affiliates and subsidiaries and other present or future affiliates (all of the foregoing entities, including the NHL but excluding the Member Clubs, the “NHL Entities”), (D) all other existing or future rules, regulations, interpretations, memoranda, procedures, directives, policies, guidelines, positions and resolutions of, including, without limitation, positions taken with, and covenants, representations and warranties made to, any court or governmental or quasi-governmental agency by, each of the NHL Entities, the NHL Board of Governors and the Commissioner (the “Commissioner”), (E) this Transfer Consent Agreement, the Transaction Approval Agreement, that certain letter agreement, dated November 6, 2025, by and among the NHL, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Rangers LLC and the other parties thereto relating to certain obligations secured, among other things, by certain assets of Rangers LLC (as amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Lender Letter Agreement”) and, to the extent not superseded, each other consent agreement or similar agreement at any time entered into by any Transaction Party or its affiliates with the NHL, (F) the current and future collective bargaining agreements between the NHL and the National Hockey League Players’ Association and between the NHL and the National Hockey League Officials’ Association and all other agreements, consent agreements, decrees, cooperation agreements and settlement agreements presently or hereafter in effect or entered into between or among any NHL Entity or Entities, on the one hand, and the Member Clubs generally, on the other hand, or any NHL Entity or Entities and/or the Member Clubs generally, on the one hand, or other persons, on the other hand, in furtherance of the NHL’s (or any other NHL Entity’s) business or interests or as otherwise authorized by the NHL Board of Governors, the Commissioner, the applicable NHL Entity, the NHL Constitution or the NHL By-laws, and (G) the Commissioner’s interpretation of, opinions concerning, and the custom and practice under, any of the foregoing, all as may be amended from time to time.
(ii) “Transfer” means any transfer, sale, assignment, issuance, foreclosure, liquidation, wind-up, dissolution, division, combination, merger, consolidation, mortgage, hypothecation, allocation, pledge or other impairment, encumbrance or distribution, including by division or otherwise by operation of law.
2. Release and Limitation of Liability.
(a) As partial consideration for the NHL providing the consents contained herein, each of the Transaction Parties on their own behalf and on behalf of their respective subsidiaries and other past, present and future affiliates and the past, present and future heirs, executors, administrators, trustees, beneficiaries, legal representatives, agents, attorneys, servants, insurers, employees, directors, officers, partners, principals, shareholders, members, managers, investors, predecessors, successors and assigns of any such person or entity (collectively, the “Releasors”), provided, however, that (x) the Releasors shall not include shareholders, members or investors of Remainco, Spinco or any other affiliate controlled by a Transaction Party who are not Included Releasors (as defined in the following clause (y)) and (y) for the avoidance of doubt, the Releasors include (A) JLD and current and future Dolan family members and trusts or entities wholly owned by the foregoing and (B) the Transaction Parties and their subsidiaries (clauses (A) and (B), collectively, the “Included Releasors”), hereby forever releases and discharges the NHL, all of the other NHL Entities, all of the Member Clubs (except the Rangers, but including any and all future Member Clubs), each of their respective subsidiaries and other past, present and future affiliates, each of their respective predecessors, successors and assigns, and each of their respective past, present and future, direct or indirect, owners, partners, members, shareholders, principals, directors, officers, agents, trustees, managers, employees, governors, attorneys and other representatives in their respective capacities as such (collectively, “Affiliated NHL Parties” and each individually, an “Affiliated NHL Party”) from (i) any and all actions, claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, decisional, Canadian, United States, foreign, state, provincial, local or otherwise), whether known or unknown (collectively, “Claims”) that are not otherwise expressly described in subparagraph (ii) below and that any Transaction Party ever had, now has or hereafter can, shall or may have by reason of, arising out of, attributable to, in connection with, or in any way relating to or concerning any act, omission, transaction, occurrence, rule, regulation, resolution, policy, procedure, or directive taken (or not taken), occurring (or not occurring), or existing (or not existing) at any time up to and including the date of the execution of this Transfer Consent Agreement, relating to, or arising from, any hockey operations or any NHL activity, including without limitation, the performance, presentation or exploitation of any hockey game or hockey exhibition, or in respect of the Proposed Transactions; and (ii) all of the “Released MSG Claims” as defined in paragraph 1(f) of that certain Settlement Agreement dated March 23, 2009 (the “Settlement Agreement”) and those Claims based on the actions, policies or practices described in items (i) through (iii) of paragraph 1(f) of the Settlement Agreement, in each case, that exist as of the date of the execution of this Transfer Consent Agreement or continue materially unchanged after the date of the execution of this Transfer Consent Agreement; provided that nothing in this paragraph shall be construed or interpreted as a release and discharge by any of the Transaction Parties of (x) any Claims expressly reserved in the Settlement Documents (as such term is defined in the Settlement Agreement) pursuant to paragraphs 13 and 16 of the Supplemental Agreement dated as of March 23, 2009, except that the Transaction Parties acknowledge that the actions, policies or practices described in paragraphs 13 and 16 of such Supplemental Agreement have not changed materially between the Effective Date of the Settlement Documents and the date of the execution of this Transfer Consent Agreement; (y) any obligation of the NHL or any Affiliated NHL Party under any of the Settlement Documents, or (z) any amounts due to any of the Transaction Parties from any Affiliated NHL Parties in the ordinary course, or any amounts due or claims under agreements executed prior to the date hereof (including, but not limited to, in respect of player transactions). With respect to clause (i) of this paragraph, the parties agree that no inferences shall be drawn against the Affiliated NHL Parties from the absence of a provision that the release applies to such actions, policies or practices continuing materially unchanged after
the date of the execution of this Transfer Consent Agreement and, as such, either party shall be free to raise any and all arguments whatsoever about the scope and/or applicability of the Court’s October 10, 2008 Opinion in Madison Square Garden, L.P. v. National Hockey League, et al., No. 07 CIV. 8455 (LAP) relating to the extent to which the Claims covered by clause (i) of this paragraph are released as related to actions, policies and practices that continue materially unchanged after the date of the execution of this Transfer Consent Agreement, provided, for clarity, that all Claims covered by clause (i) that exist as of the date of the execution of this Transfer Consent Agreement are released. To the extent any Affiliated NHL Party asserts a claim against any Transaction Party then the release contained in this paragraph shall not prohibit such Transaction Party from asserting a defense or counterclaim to that claim. Except as expressly described herein, nothing in this paragraph shall be construed to be in derogation or as a limitation of any rights any Transaction Party or any Affiliated NHL Party has pursuant to the Settlement Documents.
(b) Without limiting any other rights the NHL may have:
(i) the Club Parties hereby jointly and severally agree to indemnify and hold harmless the Affiliated NHL Parties from and against any and all losses, obligations, claims, liabilities, fines, penalties, damages, costs and expenses (including without limitation, reasonable costs of investigation and settlement and attorneys’ fees, including in actions with Affiliated NHL Parties) incurred or required to be paid by an Affiliated NHL Party (collectively, “Losses”) arising out of, attributable to or relating to any liability or obligation of the Club Parties under this Transfer Consent Agreement; and
(ii) the Transferring Parties hereby jointly and severally agree to indemnify and hold harmless the Affiliated NHL Parties from and against any and all Losses arising out of, attributable to or relating to any liability or obligation of the Transferring Parties under this Transfer Consent Agreement.
Any Affiliated NHL Party claiming a right of indemnity hereunder shall give the indemnifying party prompt notice of the claim, action, suit, proceeding or circumstance giving rise to the potential Losses and shall afford the indemnifying party the opportunity to participate in the defense of such claim, action, suit or proceeding; provided, however, that the failure of any Affiliated NHL Party to give such prompt notice shall not affect its right to receive indemnification under the Transfer Consent Agreement except to the extent that the indemnifying party is materially and adversely affected by such failure. No claim against either an individual Member Club or which is based primarily on an act or omission of the Rangers for which indemnification is sought under this paragraph will be settled without the consent of the indemnifying parties, such consent not to be unreasonably withheld. In any event, the Rangers and the other Transaction Parties agree that they shall reasonably cooperate in good faith with the NHL, its designated counsel and other representatives in connection with any such claim.
3. Additional Provisions.
(a) This Transfer Consent Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including but not limited to, any corporation or other business entity into which any party shall be merged, consolidated or amalgamated or to which substantially all of the assets of a party shall be transferred in each case in accordance with the NHL Constitution and Agreements. No Transaction Party may assign any of its rights or delegate any of its duties under this Transfer Consent Agreement without the prior written consent of the NHL. Notwithstanding anything in the Distribution Agreement or any other material agreement relating to the Proposed Transactions (each, a “Transaction Document”) to the contrary, except as provided in paragraph 11 of the Settlement Agreement, any dispute between or among the parties hereunder relating to the subject matter hereof shall be deemed to be a dispute which shall be resolved in accordance with Section 6.3 of the NHL Constitution and the Commissioner shall have full and exclusive jurisdiction and authority to arbitrate and resolve such dispute unless the NHL shall have waived the application of Section 6.3 of the NHL Constitution to any future agreement or relationship in a writing that refers to that provision. Notwithstanding anything to the contrary contained in any Transaction Document, Rangers LLC shall have the right: (i) to amend, modify, rescind or restate all governing, constitutive, operating and other agreements or documents relating to the NHL or any other NHL Entity and any of their subsidiaries or affiliates, whether now existing or formed in the future, and to liquidate, dissolve or merge any of those entities, (ii) to vote in favor of any of the actions set forth in clause (i), and (iii) to invest or acquire an interest in any entity in which Member Clubs generally are investing or acquiring interests.
(b) Any notice or other communication under this Transfer Consent Agreement shall be in writing and shall be considered given when delivered personally or sent by facsimile (with a copy by any other means permitted for the giving of notices under this section), one (1) day after being sent by a reputable overnight courier, or three (3) days after being mailed by registered or certified mail, postage prepaid, return receipt requested, as follows:
| If to the NHL: |
National Hockey League | |
| One Manhattan West 395 9th Avenue | ||
| New York, New York 10001 | ||
| Attention: General Counsel | ||
| with a copy to: | ||
| Proskauer Rose LLP | ||
| Eleven Times Square | ||
| New York, New York 10036 | ||
| Attention: Arthur Burke | ||
| If to any Club Party: |
Two Penn Plaza | |
| New York, New York 10121 | ||
| Attention: Head of Legal | ||
| If to any Transferring Party: |
Two Penn Plaza | |
| New York, New York 10121 | ||
| Attention: Head of Legal | ||
or to such other persons or to such other addresses as the parties hereto shall designate from time to time by like notice.
(c) This Transfer Consent Agreement shall not be modified, supplemented, or terminated orally, and shall be governed by the laws of the State of Delaware applicable to agreements made and to be performed entirely in Delaware. It is acknowledged and agreed that the NHL will suffer immediate and irreparable harm in the event of a breach of this Transfer Consent Agreement by any other party hereto of any of its or his obligations hereunder and will not have an adequate remedy at law, and therefore, the NHL shall in addition to any other remedy available to it at law or in equity, except as otherwise provided herein, be entitled to temporary, preliminary and permanent injunctive relief (except as provided in Section 1(c)(ii)(D)) and a decree for specific performance in the event of a breach or threatened or attempted breach, without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of any other security. The Transaction Parties also acknowledge and agree that to the extent permitted by the NHL Constitution and Agreements (including this Transfer Consent Agreement), certain actions of only one or more of the Transaction Parties or their respective affiliates or subsidiaries may result in the exercise of rights and remedies against Rangers LLC, other Club Parties and/or the Rangers, including, but not limited to, the involuntary termination of the Rangers. This Transfer Consent Agreement shall be interpreted neutrally and without regard to the party that drafted it and, in particular, no rule of construction shall be applied as against any party hereto that would result in the resolution of an ambiguity contained herein against the drafting party solely by reason of such party being the drafting party.
(d) This Transfer Consent Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall constitute an original, but all of which taken together shall constitute one and the same instrument.
(e) No failure on the part of any party to exercise, and no delay of exercising, any right, power or remedy under this Transfer Consent Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver by any party of another party’s compliance with the provisions of this Transfer Consent Agreement shall be effective unless set forth in a writing signed by the party granting such waiver, and no waiver of any provision on any one occasion shall constitute a waiver of such provision or any other provision on any subsequent occasion.
(f) Except as expressly provided in this Transfer Consent Agreement, the representations, covenants and agreements contained in this Transfer Consent Agreement shall be construed as several representations, covenants and agreements between, as applicable, each of the parties hereto other than the NHL, on the one hand, and the NHL, on the other hand, and not as representations, covenants and agreements between any of such parties other than the NHL between each other. Accordingly, any of such representations, covenants and agreements, and any of the transactions referred to in such representations, covenants and agreements, may be waived, amended, consented to or otherwise approved by the NHL, on the one hand, and the particular party other than the NHL to which such representations, covenants, agreements or transactions apply, on the other hand, without the consent or approval of any other party. By way of illustration and not limitation, changes in any party’s direct or indirect ownership of the Rangers or in the
ownership of any party may, for all purposes of this Transfer Consent Agreement, be consented to by such party and the NHL without the consent of any other party. Notwithstanding the preceding provisions of this Section 3(f), absent an express provision to the contrary, (i) the covenants in this Transfer Consent Agreement in favor of the NHL and/or the Affiliated NHL Parties by each of the Club Parties shall be joint and several with the other Club Parties and (ii) the covenants in this Transfer Consent Agreement in favor of the NHL and/or the Affiliated NHL Parties by each of the Transferring Parties shall be joint and several with the other Transferring Parties.
(g) The parties hereto acknowledge and agree that the failure by any of the Transaction Parties to comply in a material respect with any of the provisions of this Transfer Consent Agreement shall constitute a material breach of this Transfer Consent Agreement which entitles the NHL to take action permitted by the NHL Constitution and Agreements and/or this Transfer Consent Agreement. Said action includes, in addition to any and all other rights to which the NHL shall be entitled to under this Transfer Consent Agreement or otherwise, the right of the NHL to commence termination proceedings under Article III of the NHL Constitution and except as provided in Section 1(c)(ii)(D) such other remedies as may be provided by law or in equity for the breach of a material obligation; provided that, if in the judgment of the NHL, which shall not be exercised in an arbitrary or capricious way, a breach that occurs is one which may be cured by a Transaction Party, the NHL shall not commence termination proceedings under Article III of the NHL Constitution, or permit any such termination proceedings commenced by any other person to be concluded, unless it shall have first given to such Transaction Party notice of and such opportunity to cure the default as the NHL deems appropriate under the circumstances in its judgment, which shall not be exercised in an arbitrary or capricious manner. No party hereto shall attempt to prevent the NHL’s exercise of such rights on the basis that the NHL cannot exercise dominion or control over its allocable share of the rights or assets that are the subject of the NHL’s actions because it was not the breaching party.
(h) The headings in the sections of this Transfer Consent Agreement are inserted for convenience of reference only and shall not constitute a part thereof.
(i) This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement (except for the NHL Entities and as provided in Section 2).
(j) If any provision of this Agreement shall be deemed invalid or unenforceable by a court having jurisdiction, the balance of this Agreement shall remain in effect and shall be enforced to the maximum extent permitted by law.
(k) As used in this Agreement, the term “affiliate” means, with respect to a specified person or entity: (i) any other person or entity directly or indirectly controlled by, controlling, or under common control with the specified person or entity, and (ii) any family member of the specified person or trust for the benefit of one or more family members of the specified person.
(1) Subject to the third sentence of Section 3(a), the courts of Delaware located in Wilmington, Delaware and the United States District Court for the District of Delaware shall have exclusive jurisdiction over the parties (and the subject matter) with respect to any dispute or controversy arising under or in connection with this Transfer Consent Agreement, and by execution of this Transfer Consent Agreement, each Transaction Party submits to and accepts the exclusive jurisdiction of those courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement or any matter affecting Rangers LLC or the Rangers, in general. A summons or complaint in any such action or proceeding may be served in accordance with Section 3(b). Each Transaction Party irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it or he may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction.
(m) Whenever the context may require, any pronoun shall include the corresponding masculine and feminine forms.
[Signature pages follow.]
IN WITNESS WHEREOF, this Transfer Consent Agreement has been executed as of the date first written above.
| NATIONAL HOCKEY LEAGUE | ||
| By: | ||
| Name: | Thomas A. Ferree | |
| Title: | Executive Vice President and General Counsel | |
[Signature Page to NHL Transfer Consent Agreement]
| NEW YORK RANGERS, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| RANGERS HOLDINGS, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| MSG NYR HOLDINGS, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| MSGS SPINCO, INC. | ||
| (to be renamed MSG Rangers Corp.) | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to NHL Transfer Consent Agreement]
| MSG SPORTS, LLC | ||
| (to be renamed MSG Knicks, LLC) | ||
| By: | ||
| Name: | ||
| Title: | ||
| MADISON SQUARE GARDEN SPORTS CORP. | ||
| (to be renamed MSG Knickerbockers Corp.) | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to NHL Transfer Consent Agreement]
Annex A
CONSTITUTION
….
3.5. Transfer of Membership or Ownership Interest in a Member Club. No membership or ownership interest in a Member Club may be sold, assigned or otherwise transferred except (a) with the consent of three-fourths of the members of the League, and (b) upon the condition that the transferee will at all times be bound by and comply with the terms, provisions and conditions of this Constitution, and (c) upon the further condition that the transferee shall assume or guarantee all debts, liabilities and obligations of the transferor member existing at the date of transfer. Application for the sale, transfer or assignment of a membership or ownership interest must be made in writing to the Commissioner. Upon receipt of such application, the Commissioner shall conduct such investigation as he deems appropriate. Upon completion of the investigation, the Commissioner shall submit the application to the members for approval, together with his recommendations thereon and all such information that the Commissioner deems pertinent. Transfer of membership or ownership interest in a Member Club shall not release the transferor from any debt, liability or obligation to the League existing at the date of transfer. Upon transfer of membership or ownership interest in a Member Club any and all interest of the transferor in and to any and all funds, property, rights and interests in the League shall cease.
“Ownership interest” in a Member Club as used above shall include any stock, partnership (general or limited) or other proprietary holding in any corporation, company association, partnership, or other organization which holds, directly or indirectly, the franchise of Member Club. The approval required for transfer of an ownership interest in a Member Club (as distinguished from transfer of membership) shall be waived for all publicly held companies owning such interest prior to June 24, 1981. Such approval requirement shall also be waived for any transfer of a non-controlling ownership interest of any member whose stock is listed on the American, New York, Toronto or other public stock exchange. If the proposed sale, assignment or transfer involves an interest of five percent (5%) or less, the Commissioner shall have the authority to approve the transaction without submitting it to the Board of Governors. If the proposed sale, assignment or transfer involves an interest of between five percent (5%) and ten percent (10%), it may be approved by the Executive Committee without submitting it to the full Board of Governors.
All legal fees and costs incurred by the League in effecting a transfer of member or ownership interest shall be assessed against the Member Club whose membership or ownership interest is being transferred, and, unless agreed to the contrary by the parties, shall be the obligation of the transferee.
Exhibit 10.5
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT is made this ______ day of ___________(the “Agreement”) by and between Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp.), a Nevada corporation (the “Company”), and __________________ (“Indemnitee”).
WHEREAS, Indemnitee is [a][an] [director][officer] of the Company and may also be serving or may serve in the future in another Position (as hereinafter defined) at an Affiliated Entity (as hereinafter defined);
WHEREAS, in consideration of the Indemnitee acting in the Position or Positions and assuming the responsibilities attendant to the Position or Positions, the Company desires to provide Indemnitee the rights to indemnification and payment or reimbursement of expenses described below;
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee do hereby covenant and agree as follows:
Section 1. Definitions. For purposes of this Agreement:
(a) “Change of Control” means, and shall be deemed to have occurred if, on or after the date of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries acting in such capacity, or (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities at a time when Dolan Family Control does not exist, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Company and any new director whose election by the board of directors of the Company or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof at a time when Dolan Family Control does not exist, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of its assets, or (v) the Company shall file or have filed against it, and such filing shall not be dismissed, any bankruptcy, insolvency or dissolution proceedings, or a trustee, administrator or creditors committee shall be appointed to manage or supervise the affairs of the Company.
(b) “Dolan Family Control” shall be deemed to exist if at the time, members of the immediate family, including descendants, of Charles F. Dolan or trusts or other family entities holding securities on their behalf, “beneficially own” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, securities of the Company representing more than 51% of the total voting power represented by the Company’s then outstanding Voting Securities.
(c) “Expenses” shall include all out of pocket fees, costs and expenses, including, without limitation, attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred if Indemnitee is involved in any manner (including, without limitation, as a party or a witness) in any Proceeding (as hereinafter defined) and the fees and costs incurred in seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under this Agreement, the Company’s or any subsidiary’s articles of incorporation or bylaws (or comparable governing documents), any other agreement to which Indemnitee and the Company or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the Nevada Revised Statutes (the “NRS”), any other applicable law or any liability insurance policy or in connection with a determination contemplated by Section 5 of this Agreement.
(d) “Position” is (a) service as a director, officer, partner, trustee, fiduciary, manager or employee of the Company or of any other corporation, limited liability company, public limited company, partnership, joint venture, trust, employee benefit plan, fund or other enterprise as to which the Company beneficially owns, directly or indirectly, at least a majority of the voting power of equity or membership interests, or in the case of employee benefit plans, is sponsored or maintained by the Company or one of the foregoing (any of the foregoing, an “Affiliated Entity”) or (b) service at the request of the Company as a director, officer, partner, trustee, fiduciary, manager or employee of a corporation, limited liability company, public limited company, partnership, joint venture, trust, employee benefit plan, fund or other enterprise which is not an Affiliated Entity (an “Unaffiliated Entity”), provided, however, that such request for service has been approved in writing by the Board of Directors of the Company or a committee thereof or by the Executive Chairman or Chief Executive Officer of the Company.
(e) “Proceeding” shall mean any civil, criminal, administrative or investigative action, suit, proceeding or procedure in which the Indemnitee is involved in any manner by reason of the fact of the Indemnitee’s Position or Positions, including, without limitation, as a party or a witness.
(f) “Undertaking” shall mean an undertaking by Indemnitee to repay Expenses if it shall ultimately be determined by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company.
(g) “Voting Securities” means any securities of the Company that are entitled to vote generally in the election of directors.
Section 2. Indemnification – General. The Company shall indemnify, subject to the terms of this Agreement and notwithstanding anything to the contrary contained in the Distribution Agreement, dated as of October , 2026, by and between the Company and MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.), a Nevada corporation (“MSG Rangers”) (the “Distribution Agreement”), including any release and covenant not to sue made by the Company on behalf of any of the Company’s directors or officers under Section 2.14 of the Distribution Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and losses and shall pay or reimburse all Expenses incurred by Indemnitee, subject to the terms of this Agreement, to the fullest extent permitted by Nevada law (including, without limitation, NRS 78.751(3)) in effect on the date hereof or as amended to increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as a party or a witness) in any Proceeding by reason of the fact of Indemnitee’s Position or Positions, including, without limitation, any Proceeding by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to indemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee directly to the parties to whom such Expenses or settlement amounts are owed by Indemnitee. Notwithstanding the foregoing, the Company will also, to the fullest extent permitted by Nevada law (including, without limitation, NRS 78.751(3)) in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses incurred in seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under this Agreement, the Company’s or any subsidiary’s articles of incorporation or bylaws (or comparable governing documents), any other agreement to which Indemnitee and the Company or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the NRS, any other applicable law or any liability insurance policy.
Section 3. Expenses. Upon receipt by the Company of an Undertaking by Indemnitee, the Company shall pay or reimburse Expenses incurred by Indemnitee in connection with a Proceeding, any action or proceeding contemplated by the last sentence of Section 2 of this Agreement and any determination contemplated by Section 5 of this Agreement, in each case in advance of its final disposition. The Company shall not impose other conditions to advancement and shall not seek or agree to any order that would prohibit Indemnitee from enforcing such right to advancement. Such payment shall be made within thirty (30) days after the receipt by the Company of a written request from Indemnitee requesting reimbursement or payment of such Expenses. Such request shall reasonably evidence the Expenses incurred by Indemnitee. The burden of proving that the Company is not liable for reimbursement or payment of Expenses shall be on the Company.
Section 4. Limitations. The Company shall not indemnify Indemnitee (1) if such indemnification or payment would be prohibited under any applicable laws, rules or regulations, (2) for an accounting of profits arising from the purchase and sale by the Indemnitee of securities under Section 16(b) of the Exchange Act, or (3) for violations of Federal or state insider trading laws, unless, in each such case, Indemnitee has been successful on the merits, received the Company’s written consent prior to incurring an Expense or, after receiving the Company’s written consent to incurring the cost of settlement, settled the Proceeding. This Section 4 shall not limit the Company’s obligation to advance Expenses to Indemnitee pursuant to Section 3 of this Agreement.
Section 5. Standard of Conduct. No claim for indemnification shall be paid by the Company unless it has been determined that Indemnitee (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, which is the standard of conduct set forth in NRS 78.7502 (as such, the “Standard of Conduct”, with such Standard of Conduct to be automatically revised to conform to any successor provision of the NRS that is more favorable to Indemnitee) except that no indemnification shall be made with respect to any Proceeding by or in right of the Company as to which the Indemnitee shall have been adjudged to be liable to the Company, except as determined by the court or other tribunal adjudicating the Proceeding. Unless (1) a Change of Control (as defined in Section 1 of this Agreement) shall have occurred, or (2) ordered by a court or other tribunal, such determinations of whether the Standard of Conduct has been satisfied shall be made by (A) a majority vote of the directors of the Company who are not parties to the Proceeding, even though less than a quorum, or (B) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (C) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (D) by stockholders of the Company. If a Change of Control has occurred, such determination of whether the Standard of Conduct has been satisfied shall be made by independent legal counsel in a written opinion to the Company and Indemnitee. Such independent legal counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company shall pay the fees and expenses of the independent legal counsel and indemnify the independent legal counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement and shall indemnify, reimburse and pay Indemnitee for Expenses incurred in connection with such determination. Indemnitee shall be deemed to have met the Standard of Conduct if the determination is not made by the Company within sixty days of receipt by the General Counsel of a written request by Indemnitee for indemnity. If the Indemnitee has been determined not to have met the Standard of Conduct, Indemnitee may commence litigation in any court in the State of Nevada having subject matter jurisdiction thereof and in which venue is proper seeking an initial de novo determination by the court or challenging any such determination or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and agrees to appear in any such proceeding. Any determination under this Section 5 otherwise shall be conclusive and binding on the Company and Indemnitee. In no event shall a determination be a prerequisite to or affect the Company’s obligation to advance Expenses to Indemnitee pursuant to Section 3 of this Agreement.
Section 6. Contribution. If the full indemnification and payment or reimbursement of Expenses provided by this Agreement may not be paid to Indemnitee because it has been finally adjudicated that such indemnification or payment or reimbursement of Expenses incurred by Indemnitee is prohibited by Nevada or other law, or if it has been determined as provided above that the Standard of Conduct has not been met, and if and to the extent that Indemnitee is not entitled to coverage under the Company’s directors and officers liability insurance policy, then in respect of any such actual or threatened Proceeding in which the Company or an Affiliated Entity is jointly liable with Indemnitee (or would be if joined in such Proceeding), as determined:
(a) if no Change of Control has occurred, by (1) majority vote of the directors of the Company who are not parties to the Proceeding, even though less than a quorum, or (2) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by stockholders of the Company, or
(b) if a Change of Control has occurred, by independent legal counsel in a written opinion to the Company and Indemnitee (such independent legal counsel to be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed)), the Company shall contribute to the amount of loss, liability or Expenses incurred by Indemnitee in such proportion as appropriate to reflect (i) the relative benefits received by the Company and any Affiliated Entity on the one hand and Indemnitee on the other hand from the transaction from which such Proceeding arose and (ii) the relative fault of the Company, any Affiliated Entity or Unaffiliated Entity, including other persons indemnified by the Company on the one hand, and Indemnitee on the other hand in connection with the events which resulted in such Proceeding, as well as any other relevant equitable considerations. The relative fault of the Company, any Affiliated Entity or Unaffiliated Entity, including other persons indemnified by the Company, on the one hand, and of Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Proceeding. The Company acknowledges that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or any other method of allocation which does not take into account the foregoing equitable considerations.
Section 7. Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.
Section 8. Settlement. The Company will not, without the prior written consent of the Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee unless such settlement solely involves the payment of money by persons other than Indemnitee and includes a release (subject to no conditions other than judicial approval) of Indemnitee from all liability arising from or relating to any matters that are the subject of such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which shall not be unreasonably withheld.
Section 9. Duration of Agreement. This Agreement will be considered to be in effect on the first day of the Indemnitee’s Position or Positions, even if such date occurs prior to the date of this Agreement, and will continue for so long as Indemnitee may be subject to any possible Proceeding by reason of the fact of Indemnitee’s Position or Positions, whether or not Indemnitee ceases to hold such Position or Positions.
Section 10. Confidentiality. Except as required by law or as otherwise becomes public (other than in violation of this Agreement) or as communicated to Indemnitee’s counsel or to Indemnitee’s or the Company’s insurer, in seeking indemnification or reimbursement or payment of Expenses hereunder, Indemnitee agrees to keep confidential any information that arises in connection with this Agreement, including but not limited to, claims for indemnification or payment or reimbursement of Expenses, amounts paid or payable under this Agreement and any communications between the Indemnitee and the Company.
Section 11. Applicability to Other Indemnification Provisions. This Agreement is entered into pursuant to the applicable provisions of NRS 78.7502 and 78.751 and to the fullest extent permitted by law shall be in addition to indemnification and reimbursement or payment of Expenses provided by the NRS (including, without limitation, NRS 78.7502). To the fullest extent permitted by law, the Company shall apply this Agreement in considering requests for indemnification or reimbursement or payment of Expenses under its article of incorporation, bylaws, or any other agreement or undertaking of the Company or similar constituent documents of an Affiliated Entity that provides rights to indemnification or reimbursement or payment of Expenses.
Section 12. No Duplication of Payments. The Company shall indemnify and pay or reimburse Expenses of the Indemnitee in accordance with the provisions of this Agreement, provided, however, that the Company shall not be liable under this Agreement to make any payment to the extent that Indemnitee (i) is otherwise entitled to receive reimbursement or payment of amounts otherwise payable hereunder from an Unaffiliated Entity (including insurance maintained by an Unaffiliated Entity) as a result of Indemnitee’s Position or Positions at or with respect to an Unaffiliated Entity, (ii) receives payment or reimbursement of amounts otherwise payable hereunder from MSG Rangers or under an insurance policy maintained by MSG Rangers or by or out of a fund created by MSG Rangers and under the control of a trustee or otherwise, (iii) receives payment or reimbursement under an insurance policy maintained by the Company or by or out of a fund created by the Company and under the control of a trustee or otherwise, or (iv) receives payment from other sources provided by the Company. If Indemnitee has a right of recovery from an Unaffiliated Entity (including Insurance maintained by the Unaffiliated Entity), Indemnitee shall take all actions reasonably necessary to recover payment (or insurance) from the Unaffiliated Entity before seeking payment from the Company under this Agreement, including initiating a civil, criminal, administrative or investigation action, suit, proceeding or procedure; provided, however, that to the extent recovery of such payment requires meeting a prior deductible or other financial outlay, such payment or financial outlay shall be deemed to be an Expense hereunder.
Section 13. Insurance. To the extent the Company maintains an insurance policy or policies providing directors and officers liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with and subject to its or their terms, to the maximum extent of the coverage available for any member of the Board (in such member’s capacity as such).
Section 14. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee under any insurance policy held by the Company or an Affiliated Entity or otherwise. Indemnitee shall execute all documents reasonably required and shall do everything reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company to effectively bring suit to enforce such rights.
Section 15. Notice by Indemnitee. Indemnitee shall promptly notify the Company in writing in accordance with Section 21 of this Agreement upon the earlier of (a) becoming aware of a Proceeding where indemnity or reimbursement or payment of Expenses may be sought or (b) receiving or being served with any summons, citation, subpoena, complaint, indictment, information, inquiry or other document relating to any Proceeding which may be subject to indemnification or reimbursement or payment of Expenses covered hereunder. As a condition to indemnification or reimbursement or payment of Expenses, any demand for payment by Indemnitee hereunder shall be in writing.
Section 16. Severability. If any provision of this Agreement shall be held to be invalid, inoperative or unenforceable as applied to any particular Proceeding or in any particular jurisdiction, for any reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other distinguishable Proceeding or jurisdiction, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity, inoperability or unenforceability of any one or more phrases, sentences, clauses or sections contained in this Agreement shall not affect any other remaining part of this Agreement.
Section 17. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, Indemnitee and Indemnitee’s heirs, personal representatives, executors and administrators and upon the Company and its successors and assigns.
Section 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.
Section 19. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
Section 20. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
Section 21. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand, on the date delivered, (ii) mailed by certified or registered mail, with postage prepaid, on the third business day after the date on which it is mailed or (iii) sent by guaranteed overnight courier service, with postage prepaid, on the business day after the date on which it is sent:
(a) If to Indemnitee, to the address set forth on the signature page of this Agreement;
(b) If to the Company, to:
Madison Square Garden Sports Corp.
Two Penn Plaza
New York, NY 10121
Attention: Head of Legal
or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.
Section 22. Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada.
Section 23. Venue. Any Proceeding relating to or arising from this Agreement, including without limitation, any Proceeding regarding indemnification or reimbursement or payment of Expenses arising out of this Agreement, shall only be brought and heard in the Eighth Judicial District Court of the State of Nevada, and may not be brought in any other judicial forum.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.
| MADISON SQUARE GARDEN SPORTS CORP. | ||
| By: |
| |
| Name: Title: |
||
| AGREED TO AND ACCEPTED BY: |
|
|
| Name: [Insert Name of Indemnitee] Address: [Insert Address of Indemnitee] |
-6-
Exhibit 10.6
September 28, 2026
Mr. Jamaal Lesane
c/o Madison Square Garden Sports Corp.
Two Pennsylvania Plaza
New York, NY 10121
Dear Jamaal:
This letter agreement (the “Agreement”), effective as of September 28, 2026 (the “Effective Date”), will confirm the terms of your continued employment with Madison Square Garden Sports Corp. (the “Company”) as of the Effective Date.
1. As of the Effective Date, your title will be Executive Vice President, Chief Legal Officer and you will report to the Company’s Executive Chairman and Chief Executive Officer. You agree to devote all of your business time and attention to the business and affairs of the Company and to perform your duties in a diligent, competent, professional and skillful manner and in accordance with applicable law. You shall not undertake any outside business commitments without the Company’s consent.
2. Your annual base salary will be not less than $1,000,000 annually, paid bi-weekly, subject to annual review and potential increase by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) in its discretion. The Compensation Committee will review your compensation package on an annual basis to ensure that you are paid consistently with other similarly situated executives of the Company as well as external data.
3. You will also participate in our discretionary annual bonus program with an annual target bonus opportunity equal to not less than 125% of your annual base salary. Bonus payments depend on a number of factors including Company, unit and individual performance. However, the decision of whether or not to pay a bonus, and the amount of that bonus, if any, is made by the Compensation Committee in its sole discretion. Annual bonuses are typically paid early in the subsequent fiscal year. Except as otherwise provided herein, in order to receive a bonus, you must be employed by the Company at the time bonuses are being paid. Notwithstanding the foregoing, if your employment with the Company ends on or after the Scheduled Expiration Date (as defined below) (other than in the event of a termination for “Cause” or a resignation without
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“Good Reason”), you shall be paid a prorated bonus for the fiscal year in which the Termination Date (as defined below) occurs based on your base salary in effect on the Termination Date and the number of full months worked in the fiscal year through the Termination Date (provided, however, that if the Termination Date is on or after the 16th day of the applicable month, such month shall be included as a full month in the calculation), which will be paid to you when such bonuses are generally paid to similarly situated active executives and will be based on your then current annual target bonus without adjustment for Company, business unit or individual performance.
4. You will also, subject to your continued employment by the Company and actual grant by the Compensation Committee, participate in such equity and other long-term incentive programs that are made available in the future to similarly situated executives at the Company. It is expected that such awards will consist of annual grants of cash and/or equity awards with an annual target value of not less than $1,500,000, all as determined by the Compensation Committee in its discretion. All awards described in this Paragraph, in addition to being subject to actual grant by the Compensation Committee, would be pursuant to the applicable plan document and would be subject to any terms and conditions established by the Compensation Committee in its sole discretion that would be detailed in separate agreements you would receive after any award is actually made; provided, however, that such terms and conditions shall be consistent with those in awards granted to similarly situated executives. Long-term incentive awards are currently expected to be subject to three-year vesting.
5. You will also be eligible to participate in our standard benefits program, subject to meeting the relevant eligibility requirements, payment of the required premiums, and the terms of the plans themselves. We currently offer medical, dental, vision, life, and accidental death and dismemberment insurance; short- and long- term disability insurance; a savings and retirement program; and ten paid holidays. You will also be eligible for flexible time off in accordance with Company policy.
6. If your employment with the Company is terminated on or before one day prior to the third anniversary of the Effective Date (the “Scheduled Expiration Date”) (i) by the Company (other than for “Cause”); or (ii) by you for “Good Reason” (other than if “Cause” then exists); then, subject to your execution and delivery, within 60 days after the date of termination of your employment, and non-revocation (within any applicable revocation period) of the Separation Agreement (as defined below), the Company will provide you with the following:
| (a) | Severance in an amount to be determined by the Company (the “Severance Amount”), but in no event less than two (2) times the sum of your annual base salary and your annual target bonus as in effect at the time your employment terminates. Sixty percent (60%) of the Severance Amount will be payable to you on the six-month anniversary of the date your employment so terminates (the “Termination Date”) and the remaining forty percent (40%) of the Severance Amount will be payable to you on the twelve-month anniversary of the Termination Date; |
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| (b) | Any unpaid annual bonus for the Company’s fiscal year prior to the fiscal year which includes your Termination Date, and a pro rated bonus based on your base salary in effect on the Termination Date and the number of full months worked in the fiscal year through the Termination Date (provided, however, that if the Termination Date is on or after the 16th day of the applicable month, such month shall be included as a full month in the calculation), each of which will be paid to you when such bonuses are generally paid to similarly situated active executives and will be based on your then current annual target bonus, without adjustment for Company, business unit or individual performance; |
| (c) | Each of your outstanding long-term cash awards, if any, granted under the plans of the Company shall immediately vest in full and shall be payable to you at the same time as such awards are paid to active executives of the Company and the payment amount of such award shall be to the same extent that other similarly situated active executives receive payment as determined by the Compensation Committee (subject to satisfaction of any applicable performance criteria but without adjustment for your individual performance); |
| (d) | (i) All of the time-based restrictions on each of your outstanding restricted stock or restricted stock unit awards granted to you under the plans of the Company shall immediately be eliminated, (ii) deliveries with respect to your restricted stock that are not subject to performance criteria or are subject to performance criteria that have previously been satisfied (as certified by the Compensation Committee) shall be made immediately after the effective date of the Separation Agreement, (iii) payment and deliveries with respect to your restricted stock units that are not subject to performance criteria or are subject to performance criteria that have previously been satisfied (as certified by the Compensation Committee) shall be made as soon as reasonably practicable after your execution and delivery of the Separation Agreement (and the expiration of any applicable revocation period), and (iv) payments or deliveries with respect to your restricted stock and restricted stock units that are subject to performance criteria that have not yet been satisfied shall be made at the same time and to the extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to satisfaction of the applicable performance criteria); and |
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| (e) | Each of your outstanding stock options and stock appreciation awards, if any, under the plans of the Company shall immediately vest and become exercisable, and you shall have the right to exercise each of those options and stock appreciation awards for the remainder of the term of such option or award. |
If you die after a termination of your employment that is subject to this Paragraph 6, your estate or beneficiaries will be provided with any remaining benefits and rights under this Paragraph 6.
7.
| (a) | If you cease to be an employee of the Company prior to the Scheduled Expiration Date as a result of your death or your Disability (as defined in the Company’s Long Term Disability Plan), and at such time Cause does not exist then, subject (other than in the case of death) to your execution and delivery, within 60 days after the date of termination of your employment, and non-revocation (within any applicable revocation period) of the Separation Agreement, you or your estate or beneficiary shall be provided with the benefits and rights set forth in Paragraphs 6(b), (d), and (e) above, and each of your outstanding long-term cash awards, if any, granted under the plans of the Company shall immediately vest in full, whether or not subject to performance criteria and shall be payable as soon as reasonably practicable after your execution and delivery of the Separation Agreement (and the expiration of any applicable revocation period); provided, that if any such award is subject to any performance criteria, then (i) if the measurement period for such performance criteria has not yet been fully completed, then the payment amount shall be at the target amount for such award and (ii) if the measurement period for such performance criteria has already been fully completed, then the payment of such award shall be at the same time and to the extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to satisfaction of the applicable performance criteria). |
| (b) | If after the Scheduled Expiration Date, your employment with the Company is terminated (i) by the Company without Cause, (ii) by you for Good Reason, or (iii) as a result of your death or Disability and at the time of any such termination Cause does not exist, then, subject to your (or, in the case of your death, your representative’s) execution and delivery, within 60 days after the date of termination of your employment, and non-revocation (within any applicable revocation period) of the Separation Agreement, you will be provided with the benefits and rights set forth in Paragraphs 6(b), (c), (d), and (e) above. |
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8. For purposes hereof, “Separation Agreement” shall mean the Company’s standard severance agreement (modified to reflect the terms of this Agreement) which will include, without limitation, the provisions set forth in Paragraphs 6, 7 and 9 hereof and Annex A hereto regarding non-compete (limited to one year), non-disparagement, non-hire/non-solicitation, confidentiality (including, without limitation, the last paragraph of Section 3 of Annex A), and further cooperation obligations and restrictions on you (with Company reimbursement of your associated expenses and payment for your services as described in Annex A in connection with any required post-employment cooperation) as well as a general release by you of the Company and its affiliates (and their respective directors and officers) with customary carve-outs, but shall otherwise contain no post-employment covenants unless agreed to by you. The Company shall provide you with the form of Separation Agreement within seven days of your termination of employment. For avoidance of doubt, your rights of indemnification under the Company’s Articles of Incorporation, under your indemnification agreement with the Company and under any insurance policy, or under any other resolution of the Board of Directors of the Company shall not be released, diminished or affected by any Separation Agreement or release or any termination of your employment.
9. Except as otherwise set forth in Paragraphs 6 and 7 hereof, in connection with any termination of your employment, your then outstanding equity and cash incentive awards shall be treated in accordance with their terms and, other than as provided in this Agreement, you shall not be eligible for severance benefits under any other plan, program or policy of the Company. Nothing in this Agreement is intended to limit any more favorable rights that you may be entitled to under your equity and/or cash incentive award agreements, including, without limitation, your rights in the event of a termination of your employment, a “Going Private Transaction” or a “Change of Control” (as those terms are defined in the applicable award agreement).
10. For purposes of this Agreement, “Cause” means your (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any crime involving moral turpitude or any felony.
For purposes of this Agreement, “Good Reason” means that (1) without your written consent, (A) your annual base salary or annual target bonus (as each may be increased from time to time in the Compensation Committee’s sole discretion) is reduced, (B) your title (as in effect from time to time) is diminished, (C) you report to someone other than to the Executive Chairman and Chief Executive Officer of the Company, (D) you are no longer the Company’s most senior legal officer, (E) the Company requires that your principal office be located outside of the Borough of Manhattan, or (F) the Company materially breaches its obligations to you under this Agreement, (2) you have given the Company written notice, referring specifically to this Agreement and definition, that you do not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such notice, and (4) you voluntarily terminate your employment with the Company within 90 days following the happening of the action described in subsection (1) above.
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11. This Agreement does not constitute a guarantee of employment for any definite period. Your employment is at will and may be terminated by you or the Company at any time, with or without notice or reason; provided, that in order to terminate your employment without Good Reason, you agree to provide the Company with at least 60 days’ prior written notice.
12. The Company may withhold from any payment due to you any taxes required to be withheld under any law, rule or regulation. If any payment otherwise due to you hereunder would result in the imposition of the excise tax imposed by Section 4999 of the Code, the Company will instead pay you either (i) such amount or (ii) the maximum amount that could be paid to you without the imposition of the excise tax, depending on whichever amount results in your receiving the greater amount of after-tax proceeds. In the event that the payments and benefits payable to you would be reduced as provided in the previous sentence, then such reduction will be determined in a manner which has the least economic cost to you and, to the extent the economic cost is equivalent, such payments or benefits will be reduced in the inverse order of when the payments or benefits would have been made to you (i.e. later payments will be reduced first) until the reduction specified is achieved. If the Company elects to retain any accounting or similar firm to provide assistance in calculating any such amounts, the Company shall be responsible for the costs of any such firm.
13. It is intended that this Agreement will comply with Section 409A to the extent this Agreement is subject thereto, and that this Agreement shall be interpreted on a basis consistent with such intent. Any payment or benefit under Paragraphs 6 or 7 of this Agreement that is payable to you by reason of your termination of employment shall be made or provided to you only upon a “separation from service” as defined for purposes of Section 409A under applicable regulation, provided that the service recipient and the employer for this purpose shall be the service recipient as defined by Treasury Regulation Section 1.409A-1(g). If and to the extent that any payment or benefit under this Agreement, or any plan, award or arrangement of the Company or its affiliates, constitutes “non-qualified deferred compensation” subject to Section 409A and is payable to you by reason of your termination of employment, then if you are a “specified employee” (within the meaning of Section 409A as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of your separation from service (or your earlier death). Any amount not paid or benefit not provided in respect of the six month period specified in the preceding sentence will be paid to you, together with interest on such delayed amount at a rate equal to the average of the one-year
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SOFR fixed rate equivalent for the ten business days prior to the date of your employment termination, in a lump sum or provided to you as soon as practicable after the expiration of such six month period. In the event that the timing of any payment hereunder is determined by reference to, or subject to, your execution and nonrevocation of the Separation Agreement and the period in which the Separation Agreement may become effective and irrevocable spans two calendar years, then such payment will be made in the second year. Each payment or benefit provided under this Agreement shall be treated as a separate payment for purposes of Section 409A to the extent Section 409A applies to such payment.
14. To the extent you are entitled to any expense reimbursement from the Company that is subject to Section 409A, (i) the amount of any such expenses eligible for reimbursement in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except under any lifetime limit applicable to expenses for medical care), (ii) in no event shall any such expense be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expense, and (iii) in no event shall any right to reimbursement be subject to liquidation or exchange for another benefit.
15. The Company will not take any action, or omit to take any action, that would expose any payment or benefit to you to the additional tax of Section 409A, unless (i) the Company is obligated to take the action under an agreement, plan or arrangement to which you are a party, (ii) you request the action, (iii) the Company advises you in writing that the action may result in the imposition of the additional tax and (iv) you subsequently request the action in a writing that acknowledges you will be responsible for any effect of the action under Section 409A. The Company will hold you harmless for any action it may take or omission in violation of this Paragraph 15, including any attorney’s fees you may incur in enforcing your rights.
16. It is our intention that the benefits and rights to which you could become entitled in connection with termination of employment be exempt from or comply with Section 409A. If you or the Company believes, at any time, that any of such benefit or right is not exempt or does not comply, it will promptly advise the other and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on you and on the Company).
17. This Agreement is personal to you and without the prior written consent of the Company shall not be assignable by you. This Agreement shall inure to the benefit of and be enforceable by your legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The rights or obligations of the Company under this Agreement may only be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of Company; provided, however, that the assignee or transferee is the successor to all or substantially all of the assets of Company and such assignee or transferee assumes the liabilities and duties of Company, as contained in this Agreement, either contractually or as a matter of law.
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18. To the extent permitted by law, you and the Company waive any and all rights to a jury trial with respect to any matter relating to this Agreement (including the covenants set forth in Annex A hereof). This Agreement will be governed by and construed in accordance with the law of the State of New York applicable to contracts made and to be performed entirely within that State.
19. Both the Company and you hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America in each case located in the City of New York, Borough of Manhattan, solely in respect of the interpretation and enforcement of the provisions of this Agreement, and each party hereby waives, and agrees not to assert, as a defense that either party, as appropriate, is not subject thereto or that the venue thereof may not be appropriate. You and the Company each agree that certified mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereof.
20. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. It is the parties’ intention that this Agreement not be construed more strictly with regard to you or the Company.
21. This Agreement (and exhibits) and your indemnification agreement reflect the entire understanding and agreement of you and the Company with respect to the subject matter hereof and supersede all prior understandings or agreements relating thereto, including but not limited to your employment agreement with the Company, dated July 3, 2024 (the “Prior Agreement”). For the avoidance of doubt, (i) nothing contained herein shall entitle you to any benefits under Section 6 of the Prior Agreement, nor shall it constitute Good Reason as defined therein and (ii) no provision in this Agreement shall be construed to adversely affect any of your compensation or benefits earned but not yet paid or provided in accordance with the terms of the Prior Agreement.
22. This Agreement will automatically terminate, and be of no further force or effect, on the Scheduled Expiration Date; provided, however, that the provisions of Paragraphs 6 through 9, 12 through 22 and Annex A, and any amounts earned but not yet paid to you pursuant to the terms of this Agreement as of the Scheduled Expiration Date shall survive the termination of the Agreement and remain binding on you and the Company in accordance with their terms.
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| Sincerely, |
| MADISON SQUARE GARDEN SPORTS CORP. |
| /s/ James L. Dolan |
| By: James L. Dolan |
| Title: Executive Chairman and Chief Executive Officer |
| Accepted and Agreed: |
| /s/ Jamaal Lesane |
| Jamaal Lesane |
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ANNEX A
ADDITIONAL COVENANTS
(This Annex constitutes part of the Agreement)
You agree to comply with the following covenants in addition to those set forth in the Agreement.
1. CONFIDENTIALITY
You agree to retain in strict confidence and not divulge, disseminate, copy or disclose to any third party any Confidential Information, other than for legitimate business purposes of the Company and its subsidiaries or as provided in the exceptions below. As used herein, “Confidential Information” means any non-public information that is material or of a confidential, proprietary, commercially sensitive or personal nature of, or regarding, the Company or any of its subsidiaries or any current or former director, officer or member of senior management of any of the foregoing (collectively “Covered Parties”). The term Confidential Information includes information in written, digital, oral or any other format and includes, but is not limited to (i) information designated or treated as confidential; (ii) budgets, plans, forecasts or other financial or accounting data; (iii) customer, guest, fan, vendor, sponsor, marketing affiliate or shareholder lists or data; (iv) technical or strategic information regarding the Covered Parties’ advertising, sports, entertainment, theatrical, or other businesses; (v) advertising, sponsorship, business, sales or marketing tactics, strategies or information; (vi) policies, practices, procedures or techniques; (vii) trade secrets or other intellectual property; (viii) information, theories or strategies relating to litigation, arbitration, mediation, investigations or matters relating to governmental authorities; (ix) terms of agreements with third parties and third party trade secrets; (x) information regarding employees, talent, players, coaches, agents, consultants, advisors or representatives, including their compensation or other human resources policies and procedures; (xi) information or strategies relating to any potential or actual business development transactions and/or any potential or actual business acquisition, divestiture or joint venture, and (xii) any other information the disclosure of which may have an adverse effect on the Covered Parties’ business reputation, operations or competitive position, reputation or standing in the community.
If disclosed, Confidential Information could have an adverse effect on the Company’s standing in the community, its business reputation, operations or competitive position or the standing, reputation, operations or competitive position of any of its affiliates, subsidiaries, officers, directors, employees, coaches, consultants or agents or any of the Covered Parties.
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Notwithstanding the foregoing, the obligations of this section, other than with respect to subscriber information, shall not apply to Confidential Information which is:
a) already in the public domain or which enters the public domain other than by your breach of this Section 1;
b) disclosed to you by a third party with the right to disclose it in good faith; or
c) specifically exempted in writing by the Company from the applicability of this Agreement.
Notwithstanding anything elsewhere in this Agreement, including this Section 1 and Section 3 below, you are hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to your attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order. Furthermore, you are authorized to provide information to, file a charge with and participate in an investigation conducted by any governmental agency, and you do not need the Company’s permission to do so. In addition, it is understood that you are not required to notify the Company of a request for information from any governmental entity or of your decision to file a charge with or participate in an investigation conducted by any governmental entity. In addition, this Agreement in no way restricts or prevents you from providing testimony concerning the Company or any of its affiliates to judicial, administrative, regulatory or other governmental authorities. Notwithstanding the foregoing, you recognize that, in connection with the provision of information to any governmental entity, you must inform such governmental entity that the information you are providing is confidential.
Despite the foregoing, you are not permitted to reveal to any third party, including any governmental entity, information you came to learn during your service to the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege or attorney work product doctrine. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information.
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2. NON-COMPETE
You acknowledge that due to your executive position in the Company and the knowledge of the Company’s and its affiliates’ confidential and proprietary information which you will obtain during the term of your employment hereunder, your employment by certain businesses would be irreparably harmful to the Company and/or its affiliates. During your employment with the Company and thereafter through the first anniversary of the date on which your employment with the Company is terminated by the Company or you for any reason, you agree, to the extent permissible under applicable rules of professional responsibility, not to (other than with the prior written consent of the Company), become employed by any Competitive Entity (as defined below). A “Competitive Entity” shall mean any NHL or NBA team located in New York, New Jersey or Connecticut. The ownership by you of not more than 1% of the outstanding equity of any publicly traded company shall not, by itself, be a violation of this Section. If you remain continuously employed with the Company through the Scheduled Expiration Date, then this agreement not to compete will expire on the Scheduled Expiration Date.
3. ADDITIONAL UNDERSTANDINGS
You agree, for yourself and others acting on your behalf, that you (and they) have not disparaged and will not disparage, make negative statements about (either “on the record” or “off the record”) or act in any manner which is intended to or does damage to the good will of, or the business or personal reputations of the Company or any of its incumbent or former officers, directors, agents, consultants, employees, successors and assigns or any of the Covered Parties. Notwithstanding the foregoing, you are authorized to provide information to, file a charge with and participate in an investigation conducted by any governmental agency, and you do not need the Company’s permission to do so.
The Company agrees that, except as necessary to comply with applicable law or the rules of the New York Stock Exchange or any other stock exchange on which the Company’s stock may be traded (and any public statements made in good faith by the Company in connection therewith), it and its corporate officers and directors, employees in its public relations department or third party public relations representatives retained by the Company will not disparage you or make negative statements in the press or other media which are damaging to your business or personal reputation. In the event that the Company so disparages you or makes such negative statements, then notwithstanding the “Additional Understandings” provision to the contrary, you may make a proportional response thereto. Notwithstanding the foregoing, the Company is authorized to provide information to, file a charge with and participate in an investigation conducted by any governmental agency, and the Company does not need your permission to do so.
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In addition, you agree that the Company is the owner of all rights, title and interest in and to all documents, tapes, videos, designs, plans, formulas, models, processes, computer programs,
inventions (whether patentable or not), schematics, music, lyrics and other technical, business, financial, advertising, sales, marketing, customer or product development plans, forecasts, strategies, information and materials (in any medium whatsoever) developed or prepared by you or with your cooperation in connection with your employment by the Company (the “Materials”). The Company will have the sole and exclusive authority to use the Materials in any manner that it deems appropriate, in perpetuity, without additional payment to you.
If requested by the Company, you agree to deliver to the Company upon the termination of your employment, or at any earlier time the Company may request, all memoranda, notes, plans, files, records, reports, and software and other documents and data (and copies thereof regardless of the form thereof (including electronic copies)) containing, reflecting or derived from Confidential Information or the Materials of the Company or any of its affiliates which you may then possess or have under your control. If so requested, you shall provide to the Company a signed statement confirming that you have fully complied with this Section. Notwithstanding the foregoing, you shall be entitled to retain your contacts, calendars and personal diaries and any materials needed for your tax return preparation or related to your compensation.
In addition, you agree for yourself and others acting on your behalf, that you (and they) shall not, at any time, participate in any way in the writing or scripting (including, without limitation, any “as told to” publications) of any book, periodical story, movie, play, or other similar written or theatrical work or video that (i) relates to your services to the Company or any of its affiliates or (ii) otherwise refers to the Company or its respective businesses, activities, directors, officers, employees or representatives (other than identifying your biographical information), without the prior written consent of the Company.
4. FURTHER COOPERATION
Following the date of termination of your employment with the Company (the “Expiration Date”), you will no longer provide any regular services to the Company or represent yourself as a Company agent. If, however, the Company so requests, you agree to cooperate fully with the Company in connection with any matter with which you were involved prior to the Expiration Date, or in any litigation or administrative proceedings or appeals (including any preparation therefore) where the Company believes that your personal knowledge, attendance and participation could be beneficial to the Company. This cooperation includes, without limitation, participation on behalf of the Company in any litigation or administrative proceeding brought by any former or existing Company employees, representatives, agents or vendors. For the avoidance of doubt, the term “cooperation” does not mean that you must provide information that is favorable to the Company; it means only that you will provide information within your knowledge and possession upon the Company’s request. The Company will pay you for your services rendered under this provision at the rate of $5,000 per day for each day or part thereof, within 30 days of the approval of the invoice therefor.
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The Company will provide you with reasonable notice in connection with any cooperation it requires in accordance with this section and will take reasonable steps to schedule your cooperation in any such matters so as not to materially interfere with your other professional and personal commitments. The Company will reimburse you for any reasonable out-of-pocket expenses you reasonably incur in connection with the cooperation you provide hereunder as soon as practicable after you present appropriate documentation evidencing such expenses. You agree to provide the Company with an estimate of such expense before you incur the same.
5. NON-HIRE OR SOLICIT
You agree not to hire, seek to hire, or cause any person or entity to hire or seek to hire (without the prior written consent of the Company), directly or indirectly (whether for your own interest or any other person or entity’s interest) any person who is or was in the prior six months an employee of the Company, or any of its subsidiaries, until the first anniversary of the date on which your employment with the Company is terminated by the Company or you for any reason; provided that engaging in a general solicitation not specifically targeted at such employees shall not be prohibited hereby. This restriction does not apply to any former employee who was discharged by the Company or any of its subsidiaries. In addition, this restriction will not prevent you from providing references. If you remain continuously employed with the Company through the Scheduled Expiration Date, then this agreement not to hire or solicit will expire on the Scheduled Expiration Date.
6. ACKNOWLEDGMENTS
You acknowledge that the restrictions contained in this Annex A, in light of the nature of the Company’s business and your position and responsibilities, are reasonable and necessary to protect the legitimate interests of the Company. You acknowledge that the Company has no adequate remedy at law and would be irreparably harmed if you breach or threaten to breach the provisions of this Annex A, and therefore agree that the Company shall be entitled to injunctive relief, to prevent any breach or threatened breach of any of those provisions and to specific performance of the terms of each of such provisions in addition to any other legal or equitable remedy it may have. You further agree that you will not, in any equity proceeding relating to the enforcement of the provisions of this Annex A, raise the defense that the Company has an adequate remedy at law. Nothing in this Annex A shall be construed as prohibiting the Company from pursuing any other remedies at law or in equity that it may have or any other rights that it may have under any other agreement. If it is determined that any of the provisions of this Annex
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A or any part thereof, is unenforceable because of the duration or scope (geographic or otherwise) of such provision or because of applicable rules of professional responsibility, it is the intention of the parties that the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.
7. SURVIVAL
The provisions of this Annex A shall survive any termination of your employment by the Company or by you, or the expiration of the Agreement except as otherwise provided herein.
Exhibit 99.1
MSG SPORTS BOARD APPROVES
SPIN-OFF OF RANGERS BUSINESS FROM KNICKS BUSINESS
NEW YORK, N.Y., September 30, 2026 – Madison Square Garden Sports Corp. (NYSE: MSGS) (“MSG Sports” or the “Company”) today announced that its board of directors has approved the spin-off of its New York Rangers business from its New York Knicks business, with the transaction expected to be completed on October 26, 2026.
Upon completion, MSG Sports will be renamed MSG Knickerbockers Corp. (“MSG Knicks”) and will be comprised of the New York Knicks and the Westchester Knicks. The newly created Rangers company, MSG Rangers Corp., (“MSG Rangers”) will include the New York Rangers, as well as the Hartford Wolf Pack and the MSG Training Center. As previously announced, James L. Dolan will serve as Executive Chairman and Chief Executive Officer of MSG Rangers and remain Executive Chairman and Chief Executive Officer of MSG Knicks.
“With our board’s approval we are now one step closer to our goal of separating our Knicks and Rangers businesses into two distinct public companies,” said Mr. Dolan. “Both teams have storied histories and large and passionate fan bases, and we believe each company will be well-positioned to generate long-term value for shareholders.”
The distribution will take place on October 26, 2026 to MSG Sports stockholders of record as of the close of business on October 20, 2026. Each of the Company’s common stockholders will receive one share of MSG Rangers Class A or Class B common stock for every two shares of MSG Sports’ Class A or Class B common stock, respectively, held as of the record date, representing all the outstanding shares of MSG Rangers.
No action or payment is required by MSG Sports stockholders to receive shares of MSG Rangers. Stockholders who hold MSG Sports’ common stock as of the record date will receive a book-entry account statement reflecting their ownership of new MSG Rangers common stock or their brokerage account will be credited with the new MSG Rangers shares. An Information Statement containing details regarding the distribution of the new MSG Rangers common stock and the new MSG Rangers business and management following the spin-off will be made available to MSG Sports stockholders as of the record date and prior to the distribution date.
Beginning on October 21, 2026, and continuing until the distribution, MSG Sports expects that its common stock will trade in two markets on the NYSE: in the “regular way” market under the current symbol “MSGS” and name “Madison Square Garden Sports Corp.”, and in the “ex-distribution” market under the symbol “MSGK WI” and name “MSG Knickerbockers Corp.”
Any holders of MSG Sports Class A common stock who sell shares “regular way” on or before October 26, 2026, will also be selling their right to receive Class A common stock of MSG Rangers. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling the MSG Sports Class A common stock on or before the distribution date. The CUSIP number for MSG Sports’ Class A common stock will remain 55825T103. The Company’s Class B common stock is not listed on a securities exchange.
The new MSG Rangers Class A common stock is expected to begin trading on a “when-issued” basis on the NYSE under the symbol “MSGR WI” and under the name, “MSG Rangers Corp.”, beginning on October 21, 2026, and continuing until the distribution occurs. The CUSIP number for MSG Rangers Class A stock will be 64277J102. The new Rangers company’s Class B common stock will not be listed on a securities exchange.
“Regular way” trading will begin on October 27, 2026 with MSG Knicks Class A common stock trading under the symbol “MSGK” and the Class A common stock of MSG Rangers trading under the symbol “MSGR”.
The spin-off is intended to qualify as a tax-free distribution to MSG Sports’ stockholders and the Company for U.S. federal income tax purposes. Stockholders are urged to consult with their tax advisors with respect to the U.S. federal, state, local and foreign tax consequences of the spin-off.
The completion of the spin-off is subject to the effectiveness of the Form 10 registration statement, as well as certain conditions, approvals, and consents, including final league approval and receipt of a tax opinion from counsel. J.P. Morgan is serving as financial advisor. Sullivan & Cromwell LLP is serving as legal advisor.
# # #
About Madison Square Garden Sports Corp.
Madison Square Garden Sports Corp. (MSG Sports) is a leading professional sports company, with a collection of assets that includes the New York Knicks (NBA) and the New York Rangers (NHL), as well as two development league teams – the Westchester Knicks (NBAGL) and the Hartford Wolf Pack (AHL). MSG Sports also operates a professional sports team performance center – the MSG Training Center in Greenburgh, NY. More information is available at www.msgsports.com.
Forward-Looking Statements
This press release may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments and events may differ materially from those in the forward-looking statements as a result of various factors, including financial community and rating agency perceptions of the Company and its business, operations, financial condition and the industry in which it operates, and the factors described in the Company’s filings with the Securities and Exchange Commission, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. The Company disclaims any obligation to update any forward-looking statements contained herein.
Notice
Securities of MSG Rangers Corp. may not be sold, nor may offers to buy be accepted, prior to the time the Form 10 Registration Statement becomes effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of MSG Rangers Corp. in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Contact: MSGScorpcomms@msg.com