MSG Knickerbockers Corp 8-K, filed Oct 27, 2026
MSG Knickerbockers Corp. (MSGK)
About this 8-K
MSG Knickerbockers Corp filed this 8-K on October 27, 2026, reporting on events of October 23, 2026.
Madison Square Garden Sports Corp. distributed all issued and outstanding MSG Rangers shares on October 26, 2026, at one share for every two shares held, then changed its name to MSG Knickerbockers Corp. effective as of 11:59 p.m. on October 26, 2026. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
NHL Transfer Consent Agreement
On October 23, 2026, MSG Knickerbockers Corp. (formerly Madison Square Garden Sports Corp. and referred to herein as the “Registrant”), MSG Rangers Corp. (formerly MSGS Spinco, Inc. and referred to herein as “MSG Rangers”) and certain of their subsidiaries, entered into a Transfer Consent Agreement with the National Hockey League (“NHL”) pursuant to which the parties acknowledge that future transfers of the ownership of the New York Rangers hockey club (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 parties and MSG Rangers parties also agreed to release the NHL entities from any claims against them.
The description above is qualified in its entirety by reference to the Transfer Consent Agreement, which is attached as Exhibits 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On October 26, 2026, the Registrant distributed all of the issued and outstanding shares of the common stock of MSG Rangers to its stockholders (the “Distribution”). MSG Rangers owns, directly or indirectly, the Rangers business previously owned and operated by the Registrant (collectively, the “Spinco Business”). In the Distribution, (a) each holder of the Registrant’s Class A common stock, par value $0.01 per share (“Registrant Class A Common Stock”), received one share of MSG Rangers Class A common stock, par value $0.01 per share (“MSG Rangers Class A Common Stock”), for every two shares of Registrant Class A Common Stock held of record as of the close of business, New York City time, on October 20, 2026 (the “Record Date”) and (b) each holder of the Registrant’s Class B common stock, par value $0.01 per share (“Registrant Class B Common Stock”), received one share of MSG Rangers Class B common stock, par value $0.01 per share, for every two shares of Registrant Class B Common Stock held of record as of the close of business, New York City time, on the Record Date.
Subsequent to the Distribution, the Registrant will no longer include the financial results of the Spinco Business for the purpose of its own financial reporting. After the date of the Distribution, the historical financial results of the Spinco Business will be reflected in the consolidated financial statements of the Registrant as discontinued operations for all periods presented through the Distribution date, beginning with the financial statements to be filed for the fiscal quarter ended December 31, 2026.
Filed as Exhibit 99.1 to this Current Report on Form 8-K are the unaudited pro forma consolidated balance sheet of the Registrant as of June 30, 2026 and the unaudited pro forma condensed consolidated statements of operations of the Registrant for the fiscal years ended June 30, 2026, 2025 and 2024, in each case giving effect to the Distribution.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Employment Agreements
Employment Agreement with James L. Dolan
On October 26, 2026, the Registrant amended and restated the existing employment agreement with James L. Dolan, the Registrant’s Executive Chairman and Chief Executive Officer (the “Amended and Restated Dolan Employment Agreement”). The Amended and Restated Dolan Employment Agreement is substantially the same as the existing employment agreement between the Registrant and Mr. Dolan, except that the Amended and Restated Dolan Employment Agreement (i) provides for an annual base salary of not less than $1,016,000, (ii) decreases the aggregate target value of Mr. Dolan’s annual long-term awards to $4,953,000 and (iii) acknowledges that Mr. Dolan will also be employed by MSG Rangers during his employment with the Registrant.
The description above is qualified in its entirety by reference to the Amended and Restated Dolan Employment Agreement, which is attached as Exhibit 10.2 hereto and incorporated into this Item 5.02 by reference.
Employment Agreement with David Granville-Smith
On October 26, 2026, the Registrant amended the existing employment agreement with David Granville-Smith, the Registrant’s Executive Vice President, to (i) provide for an annual base salary of not less than $508,000, (ii) decrease the aggregate target value of Mr. Granville-Smith’s annual long-term awards to $1,079,500 and (iii) acknowledge that Mr. Granville-Smith will also be employed by MSG Rangers during his employment with the Registrant (the “Granville-Smith Employment Agreement Amendment”).
The description above is qualified in its entirety by reference to the Granville-Smith Employment Agreement Amendment, which is attached as Exhibit 10.3 hereto and incorporated into this Item 5.02 by reference.
Employment Agreement with Paul DiCicco
On October 26, 2026, the Registrant amended the existing employment agreement with Paul DiCicco, the Registrant’s Executive Vice President, Chief Financial Officer and Treasurer, to (i) provide for an annual base salary of not less than $412,750, (ii) decrease the aggregate target value of Mr. DiCicco’s annual long-term awards to $412,750 and (iii) acknowledge that Mr. DiCicco will also be employed by MSG Rangers during his employment with the Registrant (the “DiCicco Employment Agreement Amendment”).
The description above is qualified in its entirety by reference to the DiCicco Employment Agreement Amendment, which is attached as Exhibit 10.4 hereto and incorporated into this Item 5.02 by reference.
Employment Agreement with Jamaal T. Lesane
On October 26, 2026, the Registrant amended the existing employment agreement with Jamaal T. Lesane, the Registrant’s Executive Vice President and Chief Legal Officer, to (i) provide for an annual base salary of not less than $635,000, (ii) decrease the aggregate target value of Mr. Lesane’s annual long-term awards to $952,500 and (iii) acknowledge that Mr. Lesane will also be employed by MSG Rangers during his employment with the Registrant (the “Lesane Employment Agreement Amendment”).
The description above is qualified in its entirety by reference to the Lesane Employment Agreement Amendment, which is attached as Exhibit 10.5 hereto and incorporated into this Item 5.02 by reference.
Distribution Award
On October 23, 2026, the Compensation Committee of the Board of Directors of the Registrant approved a one-time cash award of $10,000,000 to James L. Dolan, the Registrant’s Executive Chairman and Chief Executive Officer, in recognition of his significant efforts and leadership in connection with the Distribution. Mr. Dolan’s cash award was paid on October 26, 2026 in a single lump sum, less applicable taxes and withholdings, in accordance with the Registrant’s standard payroll practices and procedures.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 26, 2026, the Registrant filed with the Nevada Secretary of State a certificate of amendment (the “Certificate of Amendment”) to its articles of incorporation to change its name from Madison Square Garden Sports Corp. to MSG Knickerbockers Corp. effective as of 11:59 p.m. on October 26, 2026. The Registrant also amended its bylaws to conform the provisions relating to exclusive forum to reflect changes in Nevada law and practice and to change its name from Madison Square Garden Sports Corp. to MSG Knickerbockers Corp. effective as of 11:59 p.m. Eastern Time on October 26, 2026 (the “A&R Bylaws”).
The above description does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment and the A&R Bylaws, which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The unaudited pro forma consolidated balance sheet of the Registrant as of June 30, 2026 and the unaudited pro forma condensed consolidated statements of operations of the Registrant for the fiscal years ended June 30, 2026, 2025 and 2024 are filed as Exhibit 99.1 to this Current Report on Form 8-K.
(d) Exhibits
| # | 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. |
| † | This exhibit is a management contract or a compensatory plan or arrangement. |
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.
| MSG KNICKERBOCKERS CORP. | ||||||
| Date: October 27, 2026 | ||||||
| By: | /s/ Mark Cresitello | |||||
| Name: | Mark Cresitello | |||||
| Title: | Senior Vice President, Deputy General Counsel and Secretary | |||||
Exhibit 3.1
Profit Corporation Certificate of Amendment (PURSUANT TO NRS 78.380, 78.385, 78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78,403) Officer’s Statement (PURSUANT TO NRS 80.030) TYPE OR PRINT—USE DARK INK ONLY—DO NOT HIGHLIGHT 1. Entity information: Name of entity as on file with the Nevada Secretary of State: Entity or Nevada Business Identification Number (NVID): 2. Restated or Amended and Restated Articles: (Domestic corporations) If restating, complete sections 1, 2, and 7. If amending and restating, complete sections 1, 2, 3, 6 and 7. You must include the Restated Articles or the Amended and Restated Articles with this filing. Madison Square Garden Sports Corp. Certificate to Accompany Restated Articles or Amended and Restated Articles E49580892025-5 Restated Articles: The articles are being restated without any changes and include all amendments made up to the date of this certificate. The certificate must be signed by an officer of the corporation. Statutory Statement: The officer signing this certificate confirms that they are authorized to do so by a board resolution adopted on the date listed, and that this certificate accurately reflects the articles of incorporation as amended as of that date. Date the board of directors adopted the resolution to approve the restated articles: Amended and Restated Articles: The articles are being restated to include all previous amendments and the current changes. Statutory statement: The signers are at least two-thirds of the incorporators or two-thirds of the board of directors, and as of the date of the certificate, the corporation has not issued any voting stock. Certificate of Amendment to Articles of Incorporation—After Issuance of Stock (Pursuant to NRS 78.385 and 78.390) You must include the filing fee with this form. See the instructions for more information. 3. Amendment Filing Type: (Select only one box) Domestic Corporation If amending, complete sections 1, 3, 6 and 7. Page 1 of 2 Revised: 7/1/2026 Check this box if the amendment is for a name change only. • No stockholder approval is required for a name change under NRS 78.390(8). If the amendment includes other changes, confirm the following: • The proposed amendment(s) were submitted to the stockholders for approval. • Stockholders holding at least a majority of the voting power (or greater, if required by the articles or law) approved the amendment(s). • Voting Results (e.g., number of shares for/against or percentage approved): 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Date: X
5. Effective Date and Time: (Optional) Date: 6. Describe the Changes: Applicable changes (select all that apply): 7. Signature: (Required)) You must include the filing fee with this form. See the instructions for more information. Page 2 of 2 Revised: 7/1/2026 Profit Corporation Certificate of Amendment (PURSUANT TO NRS 78.38, 78.385, 78.390) Certificate to Accompany Restated Articles or Amended and Restated 10/26/2026 11:59pm Eastern time Mark Cresitello Articles (PURSUANT TO NRS 78.403) Officer’s Statement (PURSUANT TO NRS 80.030) 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Name used in the home state (if different from the name used in Nevada): 4. Officer’s Statement: Foreign corporations only. Complete 1, 4, 6 and 7. Title Print First Name X /s/ Mark Cresitello Secretary Cresitello Signature Print Last Name Jurisdiction of formation (state or country): Attach a certified copy or certificate showing that amendments were filed in the state where the corporation was formed. Attach additional page(s) if additional signatures are necessary. The organization amended the articles as follows: (provide article numbers, if available) Effective date is not to exceed 90 days of the filing date of this form. If left blank, this form will be effective upon filing with the SOS. If you select a later effective date but the effective time is left blank, the effective time will be at 12:01 Pacific time on the specified date. Time: The first sentence of Article FIRST of the Articles of Incorporation is hereby amended to read as follows: “FIRST. The name of the corporation (hereinafter called the “Corporation”) is MSG Knickerbockers Corp.”
Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
MSG KNICKERBOCKERS CORP.
(A NEVADA CORPORATION)
ADOPTED EFFECTIVE AS OF OCTOBER 26, 2026
TABLE OF CONTENTS
| Page | ||||||
| Article I Stockholders | 1 | |||||
| 1. |
Certificates; Uncertificated Shares |
1 | ||||
| 2. |
Fractional Share Interests |
2 | ||||
| 3. |
Stock Transfers |
2 | ||||
| 4. |
Record Date for Stockholders |
2 | ||||
| 5. |
Meaning of Certain Terms |
3 | ||||
| 6. |
Stockholder Meetings |
3 | ||||
| Article II Directors | 8 | |||||
| 1. |
Functions and Definitions |
8 | ||||
| 2. |
Qualifications and Number |
8 | ||||
| 3. |
Election and Term |
8 | ||||
| 4. |
Meeting |
9 | ||||
| 5. |
Removal of Directors |
10 | ||||
| 6. |
Action in Writing |
10 | ||||
| 7. |
Executive Committee |
10 | ||||
| 8. |
Other Committees |
11 | ||||
| Article III Officers | 12 | |||||
| 1. |
Officers |
12 | ||||
| 2. |
Term of Office; Removal |
12 | ||||
| 3. |
Authority and Duties |
12 | ||||
| 4. |
The Chairman |
12 | ||||
| Article IV Voting of Stock in Other Companies | 13 | |||||
| Article V Corporate Seal and Corporate Books | 13 | |||||
| Article VI Fiscal Year | 13 | |||||
| Article VII Amendments to Bylaws | 13 | |||||
| Article VIII Indemnification | 14 | |||||
| Article IX Inapplicability of Controlling Interest Statutes | 15 | |||||
| Article X Forum Selection | 15 | |||||
AMENDED AND RESTATED BYLAWS
OF
MSG KNICKERBOCKERS CORP.
(A NEVADA CORPORATION)
ARTICLE I
STOCKHOLDERS
1. Certificates; Uncertificated Shares. The shares of stock in the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate theretofore issued until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, to the extent, if any, required by applicable law, every holder of stock in the corporation represented by a certificate shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman, the Chief Executive Officer or Vice Chairman, if any, or by the President, if any, or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation certifying the number of shares owned by him in the corporation. If such certificate is countersigned by a transfer agent other than the corporation or its employee or by a registrar other than the corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon any statements prescribed by the Nevada Revised Statutes (the “NRS”). Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required by law to be set forth or stated on certificates, which may also include a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate.
2. Fractional Share Interests. The corporation may, but shall not be required to, issue fractions of a share. In lieu thereof it shall either pay in cash the fair value of such fractions of a share, as determined by the Board of Directors, to those entitled thereto or issue scrip in registered form, either represented by a certificate or uncertificated, or bearer form over the manual or facsimile signature of an officer of the corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided. Such scrip may be issued subject to the condition that the same shall become void if not exchanged for certificates representing full shares of stock or uncertificated full shares of stock before a specified date, or subject to the condition that the shares of stock for which such scrip are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of such scrip, or subject to any other conditions which the Board of Directors may determine.
3. Stock Transfers. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfer of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by such holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.
4. Record Date for Stockholders. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment or postponement thereof, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the directors may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (i) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this paragraph, such determination shall apply to any adjournment or postponement thereof, subject to any applicable limitations under the NRS; provided, however, that the Board of Directors may fix a new record date for the adjourned or postponed meeting.
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5. Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the corporation’s articles of incorporation (as amended from time to time, the “articles of incorporation”) confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the NRS confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the articles of incorporation, including any Preferred Stock which is denied voting rights under the provisions of the resolution or resolutions adopted by the Board of Directors with respect to the issuance of, or the certificate of designation relating to, such Preferred Stock.
6. Stockholder Meetings.
Time. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors. A special meeting shall be held on the date and at the time fixed by the directors.
Location. Annual meetings and special meetings shall be held at such physical location (if any), within or without the State of Nevada, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such physical location (unless such meeting is to be held solely by means of remote communication), the meeting shall be held at the registered office of the corporation in the State of Nevada. A meeting of stockholders may be held solely by means of remote communication, as may be designated by the directors from time to time.
Call. Annual meetings and special meetings may be called by the Board of Directors only.
Notice or Waiver of Notice. Notice of all meetings shall be given, stating the physical location (if any), date, and hour of the meeting, and the means of remote communication (if any) by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state such other action or actions as are known at the time of such notice. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. If any action is proposed to be taken which would, if taken, entitle stockholders to receive payment for their shares of stock, the notice shall include a statement of that purpose and to that effect. Except as otherwise provided or permitted by the NRS (including, without limitation, NRS 78.370(9)), a copy of the notice of any meeting shall be given, personally or by mail or in such other manner as may be permitted by the NRS, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived. If mailed, such notice shall be deemed to be
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given when deposited, with postage thereof prepaid, in the United States mail directed to the stockholder at such stockholder’s record address or at such other address which such stockholder may have furnished for such purpose in writing to the Secretary of the corporation. In addition, if stockholders have consented to receive notices by a form of electronic transmission, then such notice, by facsimile telecommunication, or by electronic mail, shall be deemed to be given when directed to a number or an electronic mail address, respectively, at which the stockholder has consented to receive notice. If such notice is transmitted by a posting on an electronic network together with separate notice to the stockholder of such specific posting, such notice shall be deemed to be given upon the later of (i) such posting, and (ii) the giving of such separate notice. If such notice is transmitted by any other form of electronic transmission, such notice shall be deemed to be given when directed to the stockholder. Notice shall be deemed to have been given to all stockholders of record who share an address if notice is given in accordance with the “householding” rules of the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934 (the “Exchange Act”). For purposes of these amended and restated bylaws (as further amended from time to time, these “bylaws”), “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form through an automated process. Notice need not be given to any stockholder who submits a written waiver of notice before or after the time stated therein. Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.
Adjournments. Any meeting of stockholders, annual or special, may be adjourned or postponed from time to time, to reconvene at the same or some other physical location (if any), and notice need not be given of any such adjourned meeting if the time, physical location, if any, thereof, and the means of remote communication, if any, thereof are announced at the meeting at which the adjournment is taken. At any adjourned or postponed meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment or postponement is for more than thirty days, or if after the adjournment or postponement a new record date is fixed for the adjourned or postponed meeting, a notice of the adjourned or postponed meeting shall be given to each stockholder of record entitled to vote at the meeting.
Stockholder List. There shall be prepared and made, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder of record (as defined in NRS 78.010(1)(k)) and the number of shares of each class of capital stock of the corporation registered in the name of each such stockholder of record. Nothing in this Section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list
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available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a physical location, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and physical location of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger pursuant to NRS 78.105, the list required by this Section or the books of account and financial statements of the corporation (only if and to the extent required by NRS 78.257), or to vote at any meeting of stockholders.
Conduct of Meeting. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting, the Chairman, if any, the Chief Executive Officer, if any, a Vice Chairman, if any, the President, if any, a Vice President, a chairman for the meeting chosen by the Board of Directors, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his or her absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the chairman for the meeting shall appoint a secretary of the meeting. The presiding officer shall: call the meeting to order; determine when proxies must be filed with the secretary of the meeting; open the polls, establish the time period for which polls remain open and close the polls; decide who may address the meeting and generally determine the order of business and time for adjournment of the meeting. The presiding officer shall also maintain proper and orderly conduct, and shall take all means reasonably necessary to prevent or cease disruptions, personal attacks or inflammatory remarks at the meeting. In addition to the powers and duties specified herein, the presiding officer shall have the authority to make all other determinations necessary for the order and proper conduct of the meeting.
Proxy Representation. Every stockholder may authorize another person or persons to act for such stockholder by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting or voting or participating at a meeting. Such authorization may take any form permitted by the NRS. No proxy shall be voted or acted upon after six months from its date unless such proxy provides for a longer period in accordance with the NRS. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.
Inspectors. The corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting or any adjournment or postponement thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at the meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain the
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number of shares of stock outstanding and the voting power of each; determine the shares of stock represented at the meeting and the validity of proxies and ballots; receive, count and tabulate all votes and ballots; determine, and retain for a reasonable period of time a record of the disposition of, any challenges made to their determinations; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspector or inspectors may appoint or retain other entities to assist the inspectors in the performance of their duties.
Quorum. Except as the NRS, the articles of incorporation or these bylaws may otherwise provide, the holders of a majority of the votes represented by the outstanding shares of stock entitled to vote, present in person or represented by proxy (regardless of whether the proxy has authority to vote on any matter), shall constitute a quorum at a meeting of stockholders for the transaction of any business; provided, however, that if the articles of incorporation or the NRS provides that voting on a particular action is to be by class, the holders of a majority of the votes, present in person or represented by proxy (regardless of whether the proxy has authority to vote on any matter), represented by the outstanding shares of stock of such class shall constitute a quorum at a meeting of stockholders for the authorization of such action. Two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum of the holders of any class of stock entitled to vote on a matter, either (i) the holders of such class so present or represented may, by majority vote, adjourn the meeting of such class from time to time in the manner provided above in this Section 6 until a quorum of such class shall be so present or represented or (ii) the chairperson of the meeting may on his or her own motion adjourn the meeting from time to time in the manner provided above in this Section 6 until a quorum of such class shall be so present and represented, without the approval of the stockholders who are present in person or represented by proxy and entitled to vote and without notice other than announcement at the meeting. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholders.
Voting. Except as otherwise provided in these bylaws, the articles of incorporation or, with respect to Preferred Stock, the resolution or resolutions of the Board of Directors providing for the issuance thereof and the certificate of designation relating thereto, and except as otherwise provided by the NRS, at every meeting of the stockholders, each stockholder entitled to vote at such meeting shall be entitled to the number of votes as specified, and to the extent provided for, in the articles of incorporation or, with respect to Preferred Stock, the resolution or resolutions of the Board of Directors providing for the issuance thereof and the certificate of designation relating thereto, in person or by proxy, for each share of stock entitled to vote held by such stockholder. In the election of directors, a plurality of the votes cast by each class of stock, voting separately as a class, shall elect the directors that such class is authorized to elect as specified, and to the extent provided for, in the articles of incorporation. Any other action shall be authorized by a majority of the votes cast (and for the avoidance of doubt, abstentions or broker non-votes are not “votes cast”) except where the articles of incorporation or the NRS prescribes a different percentage of votes and/or a different exercise of voting power. Voting by ballot shall not be required for corporate action except as otherwise provided by the NRS.
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Advance Notice of Stockholder Proposals. At any annual or special meeting of stockholders, proposals by stockholders and persons nominated for election as directors by stockholders shall be considered only if advance notice thereof has been timely given as provided herein. Notice of any proposal to be presented by any stockholder or of the name of any person to be nominated by any stockholder for election as a director of the corporation at any meeting of stockholders shall be given to the Secretary of the corporation not less than 60 nor more than 90 days prior to the date of the meeting; provided, however, that if the date of the meeting is publicly announced or disclosed less than 70 days prior to the date of the meeting, such notice shall be given not more than ten days after such date is first so announced or disclosed. No additional public announcement or disclosure of the date of any annual meeting of stockholders need be made if the corporation shall have previously disclosed, in these bylaws or otherwise, that the annual meeting in each year is to be held on a determinable date, unless and until the Board of Directors determines to hold the meeting on a different date. The person presiding at the meeting shall determine whether such notice has been duly given and shall direct that proposals and nominees not be considered if such notice has not duly been given.
Any stockholder who gives notice of any such proposal shall deliver therewith the text of the proposal to be presented, including the text of any resolutions to be presented for consideration by the stockholders, a brief written statement of the reasons why such stockholder favors the proposal, such stockholder’s name and address, the number and class of all shares of each class of stock of the corporation and each derivative instrument beneficially owned by such stockholder, a description of any material interest of such stockholder in the proposal (other than as a stockholder) and a description of all agreements, arrangements and understandings between such stockholder, if any, and any other person or persons (including the names of such persons) in connection with the proposal.
Any stockholder desiring to nominate any person for election as a director of the corporation shall deliver with such notice a statement in writing setting forth the name of the person to be nominated, the number and class of all shares of each class of stock of the corporation and each derivative instrument beneficially owned by such person, the information regarding such person required by Item 401 of Regulation S-K adopted by the Commission (“Regulation S-K”), such person’s signed consent to serve as a director of the corporation if elected, all other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act (including the rules and regulations promulgated thereunder), a representation confirming that such nominee is eligible for consideration as an independent director under the relevant standards contemplated by Item 407(a) of Regulation S-K and the primary national stock exchange upon which the corporation’s shares are then listed (including for purposes of membership on the audit and compensation committees of the Board of Directors), any compensation or other material agreements, arrangements understandings or relationships between such director nominee and such stockholder or any other person in connection with the nomination, such stockholder’s name and address and the number and class of all shares of each class of stock of the corporation and each derivative instrument beneficially owned by such stockholder. The corporation may also require any nominee to furnish such other information, including completion of the corporation’s director questionnaire, as it may reasonably request.
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Any notice delivered with respect to proposals by stockholders and persons nominated for election as directors by stockholders must also include (a) a representation that the stockholder that submitted the notice is a stockholder of record (as defined in NRS 78.010(1)(k)) of the corporation entitled to vote at such meeting of the corporation on the matter proposed and intends to appear in person at such meeting to propose its nomination or other business and (b) if the stockholder intends to solicit proxies in support of such stockholder’s proposal, a representation to that effect.
As used herein, (i) shares “beneficially owned” shall mean all shares as to which such person, together with such person’s affiliates and associates (as defined in Rule 12b-2 under the Exchange Act), may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act, as well as all shares as to which such person, together with such person’s affiliates and associates, has the right to become the beneficial owner pursuant to any agreement or understanding, or upon the exercise of warrants, options or rights to convert or exchange (whether such rights are exercisable immediately or only after the passage of time or the occurrence of conditions), (ii) “derivative instrument” shall mean any security or right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the corporation or with a value derived in whole or in part from the value of any class or series of shares of the corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the corporation or otherwise, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation (including, for the avoidance of doubt, any short interest), and (iii) a meeting is “publicly announced or disclosed” if it is announced in a press release issued by the corporation and distributed by a national news service or disclosed in a document publicly filed by the corporation with the Commission.
ARTICLE II
DIRECTORS
1. Functions and Definitions. The business of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The use of the phrase “whole Board of Directors” herein refers to the total number of directors which the corporation would have if there were no vacancies.
2. Qualifications and Number. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Nevada. The number of directors constituting the whole Board of Directors shall be at least three. Subject to the foregoing limitation, the number of directors constituting the whole Board of Directors may be fixed from time to time by action of the Board of Directors only, or, if the number is not fixed, the number shall be 12.
3. Election and Term. Except as may be otherwise specified in the articles of incorporation, directors who are elected or appointed at an annual meeting of stockholders, and directors who are elected or appointed in the interim to fill vacancies and newly created directorships, shall hold office for the term of the class for which such directors shall have been chosen and until their successors have been elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Such
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resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancies in the Board of Directors, including vacancies resulting from any removal of directors for cause or without cause, any vacancy in the Board of Directors may be filled as provided in the articles of incorporation.
4. Meeting.
Time. Meetings shall be held at such time as the Board of Directors shall fix.
First Meeting. The first meeting of each newly elected Board of Directors may be held immediately after each annual meeting of the stockholders at the same physical location at which the annual meeting of stockholders is held (if the annual meeting of stockholders is held at a physical location), and no notice of such meeting shall be necessary, provided a quorum shall be present. In the event such first meeting is not so held immediately after the annual meeting of the stockholders, it may be held at such time and physical location, if any, as shall be specified in the notice given as hereinafter provided for special meetings of the Board of Directors, or at such time and physical location, if any, as shall be fixed by the consent in writing of all of the directors.
Location. Meetings, both regular and special, shall be held at such physical location, if any, within or without the State of Nevada as shall be fixed by the Board of Directors. A meeting of the Board of Directors may be held solely by means of remote communication, as may be designated by the directors from time to time.
Call. No call shall be required for regular meetings for which the time and physical location, if any, have been fixed. Special meetings may be called by or at the direction of the Chairman, if any, a Vice Chairman, if any, the Chief Executive Officer, or the President, if any, or of a majority of the directors in office.
Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and physical location, if any, have been fixed. Written, oral, electronic or any other mode of notice of the time and physical location, if any, and the means of remote communication, if any, by which directors may be deemed to be present in person and vote at such meeting, shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any director who signs a written waiver of such notice before or after the time stated therein.
Attendance of a director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
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Quorum and Action. A majority of the whole Board of Directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum; provided, however, that such majority shall constitute at least one-third (1/3) of the whole Board of Directors. Any director may participate in a meeting of the Board of Directors by means of remote communication by means of which all directors participating in the meeting can hear each other, and such participation in a meeting of the Board of Directors shall constitute presence in person at such meeting. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and physical location, if any (or alternatively, by means of remote communication). Except as herein otherwise provided, and except as otherwise provided by the NRS or the articles of incorporation, the act of the Board of Directors shall be the act by vote of a majority of the directors present at a meeting, a quorum being present. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the NRS and these bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board of Directors.
Chairman of the Meeting. The Chairman, if any and if present and acting, shall preside at all meetings; otherwise, any other director chosen by the Board of Directors shall preside.
5. Removal of Directors. Any or all of the directors may be removed for cause or without cause by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote; provided, however, that so long as the articles of incorporation provides that each class of stock, voting separately as a class, shall elect a certain percentage of directors, a director may be removed without cause by stockholders only by the vote of the holders of the class of stock representing not less than two-thirds of the voting power of the issued and outstanding shares of such class of stock entitled to vote, voting separately as a class, that either elected such director or elected the predecessor of such director whose position was filled by such director due to the predecessor director’s death, resignation or removal.
6. Action in Writing. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be (other than any director abstaining in writing pursuant to and in accordance with NRS 78.315(2)), consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.
7. Executive Committee.
Powers. The Board of Directors may appoint an Executive Committee of the Board of Directors of the corporation of such number of members as shall be determined from time to time by the Board of Directors. The term of office of each member of the Executive Committee shall be co-extensive with the term of such member’s office as a director. Any member of the Executive Committee who shall cease to be a director of the corporation shall ipso facto cease to be a member of the Executive Committee. A majority of the members of the Executive Committee shall constitute a quorum for the valid transaction of business. The Executive Committee may meet at stated times or on two days’ notice by any member of the Executive Committee to all other members, by delivered letter, by mail, by courier service or by
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email. The provisions of Section 4 of this Article II with respect to waiver of notice of meetings of the Board of Directors and participation at meetings of the Board of Directors by means of remote communication shall apply to meetings of the Executive Committee. The provisions of Section 6 of this Article II with respect to action taken by a committee of the Board of Directors without a meeting shall apply to action taken by the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, unless and only to the extent otherwise limited by the NRS. The Executive Committee shall have power to make rules and regulations for the conduct of its business. Vacancies in the membership of the Executive Committee shall be filled by the Board of Directors from among the directors at a regular meeting, or at a special meeting held for that purpose.
Chairman and Secretary. The Executive Committee shall elect from its own members a chairman who shall hold office during the term of such person’s office as a member of the Executive Committee. When present, the chairman shall preside over all meetings of the Executive Committee. The Executive Committee shall also elect a secretary of the Executive Committee who shall attend all meetings of the Executive Committee and keep the minutes of its acts and proceedings. Such secretary shall be a member of the Board of Directors and may, but need not, be a member of the Executive Committee.
Minutes. The Executive Committee shall keep minutes of its acts and proceedings which shall be submitted at the next meeting of the Board of Directors, and any action taken by the Board of Directors with respect thereto shall be entered in the minutes of the Board of Directors.
Meetings. The Executive Committee may hold meetings, both regular and special, at a physical location, if any, either within or without the State of Nevada, as shall be set forth in the Notice of the Meeting or in a duly executed Waiver of Notice thereof. A meeting of the Executive Committee may be held solely by means of remote communication as may be designated by the members of the committee from time to time, subject to any limitations or prescriptions relating thereto prescribed by the Board of Directors.
8. Other Committees. The Board of Directors may from time to time, by resolution adopted by affirmative vote of a majority of the whole Board of Directors, appoint other committees of the Board of Directors which shall have such powers and duties as the Board of Directors may properly determine. No such other committee of the Board of Directors shall be composed of fewer than two directors; provided, however, that if a committee appointed by the Board of Directors is initially composed of two or more directors and one or more of such directors are no longer able to serve on the committee due to death, disability, incapacity, resignation from the Board of Directors or failure to meet the qualifications for service on the relevant committee, the committee may continue its appointment with the powers and duties delegated to it by the Board of Directors with less than two directors, unless the Board of Directors determines otherwise. Meetings of such committees of the Board of Directors may be held at any physical location, if any, within or without the State of Nevada, from time to time designated by the Board of Directors or the committee in question. A meeting of a committee of the Board of Directors may be held solely by means of remote communication as may be designated by the members of the committee from time to time, subject to any limitations or
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prescriptions relating thereto prescribed by the Board of Directors. Such committees may meet at stated times or on two days’ notice by any member of such committee to all other members, by delivered letter, by mail, by courier service or by email. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board of Directors or a provision in the rules of such committee to the contrary, a majority of the members then serving on such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee. The provisions of Section 4 of this Article II with respect to waiver of notice of meetings of the Board of Directors and participation at meetings of the Board of Directors by means of remote communication shall apply to meetings of such other committees.
ARTICLE III
OFFICERS
1. Officers. The directors shall elect the officers required by the NRS, and may elect or appoint an Executive Chairman, a Chief Executive Officer, one or more Vice Chairmen, a President, one or more Vice Presidents (one or more of whom may be denominated “Executive Vice President” or “Senior Vice President”), a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, one or more Assistant Controllers and such other officers as they may determine. Any number of offices may be held by the same person.
2. Term of Office; Removal. Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor has been elected and qualified. The Board of Directors may remove any officer for cause or without cause.
3. Authority and Duties. All officers, as between themselves and the corporation, shall have such authority and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by these bylaws, or, to the extent not so provided, by the Board of Directors. The Board of Directors may delegate to the Chairman or to the Chief Executive Officer the power and authority to define the authority and duties of any or all of the other officers of the corporation.
4. The Chairman. The Chairman, if any, shall preside at all meetings of the Board of Directors; otherwise, any other director chosen by the Board of Directors shall preside. The Chairman, if any, shall have such additional duties as the Board of Directors may prescribe. As used in these bylaws, the term “Chairman” means the Executive Chairman, if any.
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ARTICLE IV
VOTING OF STOCK IN OTHER COMPANIES
Unless otherwise ordered by the Board of Directors, the Chairman, the Chief Executive Officer, a Vice Chairman, the President, a Vice President, the Secretary or the Treasurer shall have full power and authority on behalf of the corporation to attend and to act and vote at any meetings of stockholders of any corporation, or to execute written consents as a stockholder of any corporation, in which the corporation may hold stock and at any such meeting, or in connection with any such consent, shall possess and exercise any and all of the rights and powers incident to the ownership of such stock which as the owner thereof the corporation might have possessed and exercised if present or any of the foregoing officers of the corporation may in his or her discretion give a proxy or proxies in the name of the corporation to any other person or persons, who may vote said stock, execute any written consent, and exercise any and all other rights in regard to it here accorded to the officers. The Board of Directors by resolution from time to time may limit or curtail such power. The officers named above shall have the same powers with respect to entities which are not corporations.
ARTICLE V
CORPORATE SEAL AND CORPORATE BOOKS
The corporate seal, if any, shall be in such form as the Board of Directors shall prescribe.
The books of the corporation may be kept within or without the State of Nevada, at such physical location(s) as the Board of Directors may, from time to time, determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.
ARTICLE VII
AMENDMENTS TO BYLAWS
In furtherance and not in limitation of the powers conferred by the NRS and the articles of incorporation, the Board of Directors is expressly authorized to make, alter, amend or repeal these bylaws and to adopt any new bylaws; provided that the bylaws also may be amended or repealed in any respect, and any new bylaw may be adopted, in each case by the affirmative vote of the holders of a majority of the voting power of the outstanding stock of the corporation entitled to vote in the election of directors.
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ARTICLE VIII
INDEMNIFICATION
A. The corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (including as a manager of a limited liability company), including service with respect to employee benefit plans, to the fullest extent permitted by the NRS (including, without limitation, NRS 78.7502 and 78.751), as the same exists or may hereafter be amended or supplemented (but, in the case of any such amendment or supplement, only to the extent that such amendment or supplement permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment or supplement), or by any successor thereto, from and against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred by such person in connection with such proceeding. Such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the NRS Law so requires, the payment of such expenses incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon receipt by the corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this Article or otherwise.
B. The right to indemnification and advancement of expenses conferred on any person by this Article shall not limit the corporation from providing any other indemnification permitted by law nor shall it be deemed exclusive of any other right which any such person may have or hereafter acquire under any statute, provision of the articles of incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
C. The corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the NRS.
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ARTICLE IX
INAPPLICABILITY OF CONTROLLING INTEREST STATUTES
Notwithstanding any other provision in these bylaws to the contrary, and in accordance with the provisions of NRS 78.378, the provisions of NRS 78.378 to 78.3793, inclusive, or any successor statutes, relating to acquisitions of controlling interests in the corporation shall not apply to the corporation or to any acquisition of any shares of the corporation’s capital stock.
ARTICLE X
FORUM SELECTION
A. To the fullest extent permitted by law, and unless the corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada (or, if the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction, any other state court located within the State of Nevada) shall be the sole and exclusive forum for any actions, suits or proceedings, whether civil, administrative or investigative (a) that is an internal action (as defined in NRS 78.046), (b) as to which the NRS confers jurisdiction on the district court of the State of Nevada, or (c) asserting a claim governed by the internal affairs doctrine.
B. To the fullest extent permitted by law, and unless the corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum for any claim arising under the Securities Act of 1933, as amended (the “Securities Act”), or any rule or regulation promulgated thereunder (in each case, as amended from time to time); provided, however, that if the foregoing provisions of this Section 10(B) are, or the application of such provisions to any person or any circumstance is, illegal, invalid or unenforceable, the Eighth Judicial District Court of Clark County, Nevada shall be the sole and exclusive state court forum for any claim arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended from time to time).
C. Notwithstanding anything to the contrary in these bylaws, the foregoing provisions of this Section 10 shall not apply to any claim seeking to enforce any liability, obligation or duty created by the Exchange Act or any rule or regulation promulgated thereunder (in each case, as amended from time to time) or any other claim for which the federal courts have exclusive jurisdiction to the extent such application would be contrary to law.
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Exhibit 10.1
TRANSFER CONSENT AGREEMENT
THIS TRANSFER CONSENT AGREEMENT is made this 23rd day of October, 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 September 30, 2026 (the “Distribution Agreement”), between Remainco and Spinco, Remainco has agreed to distribute on October 26, 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 October 23, 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: Chief Legal Officer | ||
| If to any Transferring Party: |
Two Penn Plaza | |
| New York, New York 10121 | ||
| Attention: Chief Legal Officer | ||
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: | /s/ Thomas A. Ferree | |
| Name: | Thomas A. Ferree | |
| Title: | Executive Vice President and General Counsel | |
[Signature Page to NHL Transfer Consent Agreement]
| NEW YORK RANGERS, LLC | ||
| By: | /s/ Paul DiCicco | |
| Name: Paul DiCicco | ||
| Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
| RANGERS HOLDINGS, LLC | ||
| By: | /s/ Paul DiCicco | |
| Name: Paul DiCicco | ||
| Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
| MSG NYR HOLDINGS, 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/ Paul DiCicco | |
| Name: Paul DiCicco | ||
| Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
[Signature Page to NHL Transfer Consent Agreement]
| MSG SPORTS, LLC | ||
| (to be renamed MSG Knicks, LLC) | ||
| By: | /s/ David Granville-Smith | |
| Name: David Granville-Smith | ||
| Title: Executive Vice President | ||
| MADISON SQUARE GARDEN SPORTS CORP. | ||
| (to be renamed MSG Knickerbockers Corp.) | ||
| By: | /s/ David Granville-Smith | |
| Name: David Granville-Smith | ||
| Title: Executive Vice President | ||
[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 10.2
October 26, 2026
Mr. James L. Dolan
Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp.)
Two Pennsylvania Plaza
New York, NY 10121
Dear Jim:
This letter agreement (the “Agreement”), effective as of July 1, 2024 (the “Effective Date”), and amended and restated herein effective as of the closing of the spin-off of MSGS Spinco, Inc. (to be renamed MSG Rangers Corp., “MSGR”) from Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp., the “Company”), will confirm the terms of your continued employment with the Company.
1. Your title continues to be Executive Chairman and Chief Executive Officer and you will report to the Company’s Board of Directors (the “Board”). It is expected that you will continue to be nominated for election as a director of the Company during the period you serve as Executive Chairman and Chief Executive Officer. Subject to the provisions of this paragraph, you agree to devote your business time and attention to the business and affairs of the Company. The Company understands that you are a party to an Employment Agreement with each of MSGR, Madison Square Garden Entertainment Corp. (“MSGE”) and Sphere Entertainment Co. (“Sphere Entertainment”) and recognizes and agrees that your responsibilities to MSGR, MSGE and Sphere Entertainment will preclude you from devoting substantially all of your time and attention to the Company’s affairs. However, the Company understands, and you agree, that you will not take on another significant and substantial employment role outside of these four entities (the Company, MSGR, MSGE and Sphere Entertainment) and/or their respective subsidiaries, and that you will devote to the Company’s affairs a sufficiently substantial portion of your time and attention as may be reasonably necessary to accomplish the objectives of your strategic and operational role for the Company as identified in this Agreement and as mutually agreed between yourself and the Company from time to time (and cooperate with the Company annually in reviewing the foregoing). In addition, as recognized in Article Tenth of the Company’s Articles of Incorporation and the Policy Concerning Certain Matters Relating to MSG Rangers Corp. (formerly MSGS Spinco, Inc.), Madison Square Garden Entertainment Corp., Sphere Entertainment Co. and AMC Global Media Inc., Including Responsibilities of Overlapping Directors and Officers (together, the “Overlap Policy”), there may be certain potential conflicts of interest and fiduciary duty issues associated with your roles at the Company, MSGR, MSGE, Sphere Entertainment and AMC Global Media Inc (“AMC”). The Company recognizes and agrees that none of (i) your responsibilities at the Company, MSGR, MSGE and Sphere Entertainment (and at their respective subsidiaries and controlled affiliates), (ii) your responsibilities at AMC (and its subsidiaries and controlled affiliates) in your capacity as non-executive chairman of the board of AMC, (iii) your inability to devote substantially all of your time and attention to the Company’s (and its subsidiaries’ and controlled affiliates’) affairs, (iv) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Overlap Policy or (v) any actions taken, or omitted to be taken, by you in good faith to comply with your duties and responsibilities to the Company (and its subsidiaries and controlled affiliates) in light of your responsibilities to the Company, MSGR, MSGE and Sphere Entertainment (and their respective subsidiaries and controlled affiliates) and your responsibilities to AMC (and its subsidiaries and controlled affiliates) in your capacity as non-executive chairman of the board of directors of AMC, shall be deemed to be a breach by you of your obligations under this Agreement (including your obligations under Annex A) nor shall any of the foregoing constitute “Cause” as such term is defined in Paragraph 10. Consistent with the foregoing, nothing herein shall preclude you from (i) in addition to serving as a member of the board of directors of the Company, MSGR, MSGE, and Sphere Entertainment (and their respective subsidiaries and controlled affiliates) and serving as a member of the board of directors of AMC, serving as a member of the board of directors or advisory board (or their equivalents in the case of a non-corporate entity) of up to one non-competing business with the approval of the Board (such approval not to be unreasonably withheld and such service to be subject to customary covenants around confidentiality and corporate opportunities) and one charity (for which no further Board approval shall be required), (ii) serving or continuing to serve as chairman of the board of the Company, MSGR, MSGE and Sphere Entertainment (and their
respective subsidiaries and controlled affiliates) and serving or continuing to serve as non-executive chairman of the board of AMC, (iii) engaging in charitable activities and community affairs, and (iv) managing your personal investments and affairs; provided, however, that the activities set out in clauses (i), (iii) and (iv) shall be limited by you so as not to interfere with the performance of your duties and responsibilities hereunder, including compliance with the covenants set forth in Annex A, other than in the case of clauses (iii) and (iv) de minimis interference. For the purposes of this Agreement, the term “controlled affiliate” means any person or entity of any type whatsoever that is controlled directly or indirectly by any other person or entity of any type whatsoever (or one or more its intermediaries), as a result of such other person or entity (or its intermediary) possessing the direct or indirect power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract, or otherwise.
2. Your annual base salary will be not less than $1,016,000 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 continue to review your compensation package on an annual basis to ensure you are paid consistently with the market for other similarly situated executives 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 200% of your annual base salary (with such target bonus opportunity effective for the current fiscal year). 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 in the first fiscal quarter of 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 set forth in this Agreement (as defined below), you shall be paid your bonus for the fiscal year ending June 30, 2027, based on your base salary rate in effect on June 30, 2027, and payable at such time as bonuses are generally paid to the Company’s similarly situated active executives, if any, which bonus shall be subject to Company and your business unit performance for that fiscal year as determined by the Company in its sole discretion, but without adjustment for your 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 but subject to the terms of this Paragraph. 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 $4,953,000, as determined by the Compensation Committee in its discretion. All awards described in this Paragraph 4, 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 (subject to any more favorable terms set forth in this Agreement). Long-term incentive awards are currently expected to be subject to three-year vesting.
5. While you are employed by MSGE, you will not be eligible to participate in the Company’s benefits program except as provided below. If your employment with MSGE terminates while you remain employed by the Company, you will be eligible to participate in the Company’s standard benefits programs, subject to meeting the relevant eligibility requirements, payment of the required premiums, and the terms of the plans themselves. Notwithstanding the first sentence of this Paragraph 5, you will continue to be eligible to participate in the Company’s Excess Savings Plan and Executive Deferred Compensation Plan and your full Company base salary will be used to determine the applicable benefits under the Company’s Excess Savings Plan. You will also continue to be eligible for paid time off to be accrued and used in accordance with Company policy, which currently allows for time off on a flexible and unlimited basis. You will also be entitled to reimbursement of business expenses upon submission of appropriate documentation in accordance with Company policy.
6. If your employment with the Company is terminated on or prior to June 30, 2027 (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; |
| (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 the amount of your base salary actually earned by you during the Company’s fiscal year through the Termination Date, 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 as well as Company and your business unit performance for the applicable fiscal year (which performance will be evaluated on the same business unit performance standards as are applied to other executive officers of the Company in respect of the payment of bonuses for such year) as determined by the Compensation Committee in its sole discretion, but without adjustment for your individual performance; |
| (c) | Each of your then-outstanding and not yet vested long-term cash awards (including any deferred compensation awards under the long-term cash award programs) granted under the plans of the Company, if any, 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 then-outstanding and not-yet vested restricted stock or restricted stock unit awards granted to you under the plans of the Company, if any, shall immediately be eliminated, (ii) payment and 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 on the 90th day after the termination of your employment 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 on the 90th day after the applicable performance criteria is certified by the Compensation Committee as having been satisfied; and |
| (e) | Each of your then-outstanding and not yet vested 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 granted under the plans of the Company shall immediately vest in full, whether or not subject to performance criteria and shall be payable on the 90th day after the termination of your employment; 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, prior to or after the Scheduled Expiration Date, you cease to be employed by the Company for any reason other than your being terminated for Cause, you shall have three years to exercise outstanding stock options and stock appreciation awards, unless you are afforded a longer period for exercise pursuant to another provision of this Agreement or any applicable award letter, but in no event exercisable after the end of the applicable regularly scheduled term (except in the case of death, as may otherwise be permitted under the applicable Employee Stock Plan or award letter). |
| (c) | 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 described in clause (i), (ii) or (iii), Cause does not exist, then, subject (other than in the case of your 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, each of your then outstanding long term cash awards and equity awards (including restricted stock, restricted stock units, options and stock appreciation rights) that was awarded prior to the Scheduled Expiration Date shall vest and/or be payable as set forth in Paragraphs 6(c), (d) and (e) above. |
| (d) | Upon the termination of your employment with the Company, the Company shall pay you any unpaid base salary through the date of termination by no later than the next payroll period, and shall reimburse you for any unreimbursed expenses incurred through the date of termination in accordance with the Company’s reimbursement policy. Except as otherwise specifically provided in this Agreement, your rights to benefits and payments under the Company’s pension and welfare plans (other than severance benefits) and any outstanding long-term cash or equity awards shall be determined in accordance with the then current terms and provisions of such plans, agreements and awards under which such benefits and payments (including such long-term cash or equity awards) were granted. |
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 subsidiaries and controlled affiliates (and their respective directors and officers), 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, the general release contained in the Separation Agreement will include reasonable customary carve-outs in light of then-existing circumstances, including carve-outs for (i) your rights, if any, of indemnification, whether under the Company’s Articles of Incorporation, under your indemnification agreement with the Company or under the certificates of incorporation, bylaws, operating agreements, partnership agreements or similar governance documents with different names or policies of the Company’s subsidiaries or controlled affiliates, (ii) your rights, if any, under any applicable directors’ and officers’
insurance policy, (iii) your rights, if any, to accrued vested benefits under applicable benefit plans of the Company, any subsidiary or any controlled affiliate, which will remain payable in accordance with the terms and conditions of such plans, (iv) your rights, if any, to payments or benefits under the Separation Agreement, (v) your rights, if any, as a holder of equity securities or equity derivatives of the Company or its subsidiaries or controlled affiliates, in each case, subject to the terms and conditions of any award agreement or other document governing such equity securities or equity derivatives or (vi) rights, if any, that cannot be released by law.
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 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 and other than by your own causation, (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) you are no longer the Executive Chairman and Chief Executive Officer of the Company, (C) you no longer report directly to the Board of Directors of the Company, (D) the Company requires that your principal office be located outside of Nassau County or the Borough of Manhattan, (E) the Company materially breaches its obligations to you under this Agreement; or (F) your responsibilities as in effect immediately after the Effective Date are thereafter materially diminished, (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 30 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.
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 for you 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 or be exempt from Section 409A, and that this Agreement shall be interpreted on a basis consistent with such intent. Any payment or benefit under Paragraph 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 services” 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), (i) any payments will not be made to you and instead will be made to a trust in compliance with Rev. Proc. 92-64 (the “Rabbi Trust”), provided, however, that no payment will be made to the Rabbi Trust if it would be contrary to law or cause you to incur additional tax under Section 409A, (ii) any benefits will be delayed, and (iii) such payments or benefits shall not be made or provided to you 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 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. 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. If the Rabbi Trust has not been established at the time of the termination of your employment, you may select an institution to serve as the trustee of the Rabbi Trust (so long as the institution is reasonably acceptable to the Company). You may negotiate such terms with the trustee as are customary for such arrangements and reasonably acceptable to the Company. The Company will bear all costs related to the establishment and operation of the Rabbi Trust, including your attorney’s fees. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. In no event shall the timing of your execution of a Separation Agreement, directly or indirectly, result in your designating the calendar year of payment, and if a payment that is subject to execution of a Separation Agreement could be made in more than one taxable year, payment shall be made in the later taxable year.
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.
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 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 your indemnification agreements with the Company and with MSGR 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 without limitation your prior agreements with the Company dated December 27, 2021, as amended, and July 1, 2024 (the “Prior Agreements”); provided, however, that (i) each party shall be entitled to retain (without duplication) any of its respective rights that accrued under the Prior Agreements prior to the Effective Date, and (ii) you shall remain entitled to retain your outstanding prior equity award agreements, subject, in the case of clauses (i) and (ii), to the terms and conditions of such agreements.
22. The Company hereby agrees that it shall indemnify you and hold you harmless to the fullest extent provided in the Company’s Articles of Incorporation and on the same terms as those applicable to other similarly situated executives. In addition, the Company agrees to maintain a director’s and officer’s liability insurance policy or policies covering you at a level and on terms and conditions no less favorable than the Company provides its directors and senior level officers currently (subject to any future improvement in such terms and conditions) until such time as legal or regulatory action against you are no longer permitted by law.
23. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement.
24. All notices between the parties will be in writing and will be deemed received when delivered in person or by electronic mail or five (5) days after being deposited in the mail, postage prepaid, certified or registered mail addressed to the other party at the corporate headquarters of the Company, or at such other address as such party may supply by written notice to the other. Any notice to the Company will be sent to the Company’s General Counsel at the corporate headquarters of the Company with a copy to legalnotices@msg.com. Any notice to you will be sent to your corporate email address on file with the Company with a copy to Kenneth A. Lefkowitz at ken.lefkowitz@hugheshubbard.com. This Paragraph 24 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
25. The Company has paid or reimbursed you for the reasonable fees of your legal advisers and compensation consultants incurred by you in the negotiation and preparation of this Agreement and related documents, up to a maximum of $60,000, upon presentation of appropriate documentation.
26. 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 10, 12 through 26, 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.
| Sincerely, |
| MADISON SQUARE GARDEN SPORTS CORP. (to be renamed MSG KNICKERBOCKERS CORP.) |
| /s/ Paul DiCicco |
| By: Paul DiCicco |
| Title: Executive Vice President, Chief Financial Officer and Treasurer |
Accepted and Agreed:
| /s/ James L. Dolan |
| James L. Dolan |
[Signature Page to James Dolan Employment Agreement – MSG Knickerbockers]
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 (each, a “Disclosure Action”) to any third party (other than MSGR and its subsidiaries and controlled affiliates, provided that you have the good faith belief that any such Disclosure Action will not harm, in any material respect, MSGK and its subsidiaries and controlled affiliates) any Confidential Information, other than for legitimate business purposes of the Company and its subsidiaries. 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, 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 controlled affiliates, subsidiaries, officers, directors, employees, coaches, consultants or agents or any of the Covered Parties.
Notwithstanding the foregoing, the obligations of this Section 1, 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 make any disclosure required of you by any federal, state and local laws or judicial, arbitral or governmental agency proceedings (including making truthful statements in connection with a judicial or arbitral proceeding to enforce your rights under this Agreement, to the extent reasonably required and made in good faith), after, to the extent legal, providing the Company with prior written notice and an opportunity to respond prior to such disclosure. In addition, this Agreement in no way restricts or prevents you from providing truthful testimony concerning the
Company or any Covered Parties 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.
2. NON-COMPETE
You acknowledge that due to your executive position in the Company and your knowledge of the Company’s and its subsidiaries’ and controlled affiliates’ confidential and proprietary information, your employment or affiliation with certain entities would be irreparably harmful and detrimental to the Company and/or its subsidiaries or controlled 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 not to (other than with the prior written consent of the Company), represent, become employed by, consult to, advise in any manner or have any material interest in any business directly or indirectly in any Competitive Entity (as defined below). A “Competitive Entity” shall mean any person or entity that (i) owns or operates a professional sports team in the New York City metropolitan area (excluding MSGR and its subsidiaries and controlled affiliates, provided, however, that any team owned or operated by MSGR is not a member of the NBA), or (ii) directly competes with any other business of the Company or one of its subsidiaries or controlled affiliates that produced greater than 10% of the Company’s revenues in the calendar year immediately preceding the year in which the determination is made. An entity shall be deemed to compete with the on-line content business of the Company, or any of its subsidiaries or controlled affiliates only if the entity directly competes against the on-line content business of the Company, or its subsidiary(ies) or controlled affiliate(s); provided, however, that an entity’s business shall not be deemed to directly compete merely by the fact that the business sells ads on-line, unless the business specifically targets such ads to the same customers or potential customers as being targeted by the on-line content business of the Company, its subsidiary or controlled affiliate. 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 2.
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.
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”). For purposes of clarity, Materials shall not include any music or lyrics written (in the past or in the future) by you, and shall not include any documents, tapes or videos that relate to such music or lyrics or the performance of such music or lyrics other than music or lyrics written in connection with your employment. 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 subsidiaries or controlled affiliates which you may then possess or have under your control as a result of your performance of services for the Company or any of its subsidiaries or controlled affiliates. If so requested, you shall provide to the Company a signed statement confirming that you have fully complied with this Section 3. 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.
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. The Company will pay you for your services rendered under this provision at the rate of $11,500 per day for each day or part thereof, within 30 days of the approval of the invoice therefor; provided that, if you provide services on the same day for any of the Company, MSGR, MSGE and Sphere Entertainment, your daily rate shall not exceed $11,500 in the aggregate.
The Company will provide you with reasonable notice in connection with any cooperation it requires in accordance with this Section 4 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 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 affiliates. In addition, this restriction will not prevent you from providing references.
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 A or any part thereof, is unenforceable because of the duration or scope (geographic or otherwise) of such provision, 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, by you or the expiration of the Agreement except as otherwise provided herein.
* * *
Exhibit 10.3
October 26, 2026
Mr. David Granville-Smith
Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp.)
Two Pennsylvania Plaza
New York, NY 10121
Dear David:
Reference is made to the letter agreement, dated June 15, 2023, between you and Madison Square Garden Sports Corp. (the “Company”) governing the terms of your employment with the Company (the “Employment Agreement”). This letter agreement (the “Acknowledgement”) sets forth certain amendments to the Employment Agreement, in each case effective as of the closing of the spin-off of MSGS Spinco, Inc. (to be renamed MSG Rangers Corp., “MSGR”) from the Company (the “Effective Date”). This Acknowledgement pertains solely to the terms of your employment with the Company, and any terms of your employment with MSGR will be separately provided. You acknowledge that the compensation payable under this Acknowledgement reflects the portion of your aggregate post-spin compensation allocated to your services to the Company and that separate compensation will be payable by MSGR under your employment agreement with MSGR. All defined terms used in this Acknowledgement and not otherwise defined herein shall have the meaning ascribed thereto in the Employment Agreement.
By signing this Acknowledgement, you hereby agree to and acknowledge the following:
1. As of the Effective Date, the name of the Company will change from Madison Square Garden Sports Corp. to MSG Knickerbockers Corp. and all references thereto in the Employment Agreement are hereby updated accordingly.
2. Section 2 of the Employment Agreement is hereby amended and restated as follows:
“The Company acknowledges that, in addition to your services pursuant to this Agreement, you will simultaneously be employed by, and are expected to devote a portion of your business time and attention to, each of MSG Rangers Corp. (“MSGR”), Sphere Entertainment Co. (“Sphere”) and AMC Global Media Inc. (“AMC”). The Company understands that you have entered into employment agreements with MSGR, Sphere and AMC and recognizes and agrees that your responsibilities to MSGR, Sphere and AMC will preclude you from devoting substantially all of your time and attention to the Company’s affairs, but apart from your arrangements with MSGR, Sphere and AMC you will not undertake any outside business commitments without the Company’s consent and you will, upon request, cooperate with the Company in reviewing your obligations under Section (1) above. In addition, as recognized in Article Tenth of the Company’s Articles of Incorporation and the Policy Concerning Certain Matters Relating to MSG Rangers Corp. (formerly MSGS Spinco, Inc.), Madison Square Garden Entertainment Corp., Sphere Entertainment Co. and AMC Global Media Inc., Including Responsibilities of Overlapping Directors and Officers (together, the “Overlap Policy”),
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there may be certain potential conflicts of interest and fiduciary duty issues associated with your roles at the Company, MSGR, Sphere and AMC. The Company recognizes and agrees that none of (i) your multiple responsibilities at the Company, MSGR, Sphere and AMC, (ii) your inability to devote substantially all of your time and attention to the Company’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Overlap Policy, or (iv) any actions taken, or omitted to be taken, by you in good faith to comply with your duties and responsibilities to the Company in light of your multiple responsibilities to the Company, MSGR, Sphere and AMC, shall be deemed to be a breach by you of your obligations under this Agreement (including your obligations under Annex A) nor shall any of the foregoing constitute “Cause” as such term is defined in Section 13 hereof.”
3. Section 3 of the Employment Agreement is hereby amended to provide for a base salary of not less than $508,000.
4. The second sentence of Section 5 of the Employment Agreement is hereby amended to replace “$1,700,000” with “$1,079,500.”
5. Section 9(d) of the Employment Agreement is hereby amended to (i) replace “shall be made on the 90th day after the termination of your employment” with “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),” (ii) replace “shall be made on the 90th day after the applicable performance criteria is certified by the Compensation Committee as having been satisfied” with “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 (iii) include the following at the end thereof: “, provided however, that to the extent any previously granted award (or award issued in respect of a previously granted award) provides for “deferred compensation” subject to Section 409A, then payment pursuant to this clause (d) will not be made prior to the earliest date permitted under Section 409A.”
6. Section 10 of the Employment Agreement is hereby amended to (i) replace “shall be payable on the 90th day after the termination of your employment” with “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)” and (ii) include the following at the end thereof: “and to the extent any previously granted award (or award issued in respect of a previously granted award) provides for “deferred compensation” subject to Section 409A, then the payment pursuant to this Section 10 will not be made prior to the earliest date permitted under Section 409A.”
7. Section 11 of the Employment Agreement is hereby amended to replace “shall not extend to Sphere or AMC” with “shall not extend to MSGR, Sphere or AMC.”
8. The final sentence of Section 11 of the Employment Agreement is hereby amended and restated as follows: “For avoidance of doubt, your rights of indemnification under the Company’s Amended and Restated 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.”
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9. Section 16 of the Employment Agreement is hereby amended to (i) replace “separation from services” with “separation from service,” (ii) replace “LIBOR” with “SOFR” and (iii) include the following after the fourth sentence thereof: “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.”
10. The first sentence of Section 24 of the Employment Agreement is hereby amended and restated as follows: “This Agreement (and exhibits), your indemnification agreement and the letter agreement dated as of October 26, 2026 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.”
11. The definition of “Competitive Entity” in the Employment Agreement is hereby amended and restated as follows: “A “Competitive Entity” shall mean any person or entity (other than Sphere, AMC, MSGR and their respective subsidiaries) that (1) has a direct or indirect 10% or greater ownership interest in, or management or control of, any business, person or entity that competes with any of the Company’s businesses including, without limitation, any professional sports team, sports league, or similar or related business (e.g., Internet sites in connection therewith) within the United States or within any other country in which the Company has any competing business or from which such business, person or entity competes with any of the Company’s domestic businesses, or (2) is an affiliate of a person or entity described in clause (1).”
12. Section 2 of Annex A of the Employment Agreement is hereby amended to include the following at the end thereof: “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.”
13. Section 4 of Annex A of the Employment Agreement is hereby amended to replace “any of the Company, Sphere and AMC” with “any of the Company, MSGR, Sphere and AMC.”
14. For the avoidance of doubt, nothing herein (a) constitutes a transfer, termination or resignation of your employment, (b) entitles you to any benefits under Section 9 of the Employment Agreement, (c) results in the forfeiture of any rights that you have under arrangements of the Company or its affiliates or (d) constitutes Good Reason for purposes of any arrangement between you and the Company or its affiliates.
15. Except as set forth in this Acknowledgement, the Employment Agreement shall remain in full force and effect in accordance with its terms.
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| Sincerely, | ||
| MSG KNICKERBOCKERS CORP. (formerly known as MADISON SQUARE GARDEN SPORTS CORP.) | ||
| /s/ James. L. Dolan | ||
| By: James L. Dolan | ||
| Title: | Executive Chairman and Chief Executive Officer | |
| Accepted and Agreed |
| /s/ David Granville-Smith |
| David Granville-Smith |
Exhibit 10.4
October 26, 2026
Mr. Paul DiCicco
Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp.)
Two Pennsylvania Plaza
New York, NY 10121
Dear Paul:
Reference is made to the letter agreement, dated April 28, 2026, between you and Madison Square Garden Sports Corp. (the “Company”) governing the terms of your employment with the Company (the “Employment Agreement”). This letter agreement (the “Acknowledgement”) sets forth certain amendments to the Employment Agreement, in each case effective as of the closing of the spin-off of MSGS Spinco, Inc. (to be renamed MSG Rangers Corp., “MSGR”) from the Company (the “Effective Date”). This Acknowledgement pertains solely to the terms of your employment with the Company, and any terms of your employment with MSGR will be separately provided. You acknowledge that the compensation payable under this Acknowledgement reflects the portion of your aggregate post-spin compensation allocated to your services to the Company and that separate compensation will be payable by MSGR under your employment agreement with MSGR. All defined terms used in this Acknowledgement and not otherwise defined herein shall have the meaning ascribed thereto in the Employment Agreement.
By signing this Acknowledgement, you hereby agree to and acknowledge the following:
1. As of the Effective Date, the name of the Company will change from Madison Square Garden Sports Corp. to MSG Knickerbockers Corp. and all references thereto in the Employment Agreement are hereby updated accordingly.
2. Paragraph 1 of the Employment Agreement is hereby amended to include the following at the end thereof:
“Notwithstanding the foregoing, the Company acknowledges that, in addition to your services pursuant to this Agreement, you will simultaneously be employed by, and are expected to devote a portion of your business time and attention to, MSG Rangers Corp. (“MSGR”). The Company understands that you have entered into an employment agreement with MSGR and recognizes and agrees that your responsibilities to MSGR will preclude you from devoting substantially all of your time and attention to the Company’s affairs, but apart from your arrangement with MSGR you will not undertake any outside business commitments without the Company’s consent and you will, upon request, cooperate with the Company in reviewing your obligations under this Paragraph. In addition, as recognized in Article Tenth of the Company’s Articles of Incorporation and the Policy Concerning Certain Matters Relating to MSG Rangers Corp. (formerly MSGS Spinco, Inc.), Madison Square Garden Entertainment Corp., Sphere Entertainment Co. and AMC Global Media Inc., Including Responsibilities of Overlapping Directors
Page 2
and Officers (together, the “Overlap Policy”), there may be certain potential conflicts of interest and fiduciary duty issues associated with your roles at the Company and MSGR. The Company recognizes and agrees that none of (i) your multiple responsibilities at the Company and MSGR, (ii) your inability to devote substantially all of your time and attention to the Company’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Overlap Policy, or (iv) any actions taken, or omitted to be taken, by you in good faith to comply with your duties and responsibilities to the Company in light of your multiple responsibilities to the Company and MSGR, shall be deemed to be a breach by you of your obligations under this Agreement (including your obligations under Annex A) nor shall any of the foregoing constitute “Cause” as such term is defined in Paragraph 10 hereof.”
3. Paragraph 2 of the Employment Agreement is hereby amended to provide for a base salary of not less than $412,750.
4. The second sentence of Paragraph 4 of the Employment Agreement is hereby amended to replace “$650,000” with “$412,750.”
5. Paragraph 8 of the Employment Agreement is hereby amended to replace “a general release by you of the Company and its affiliates (and their respective directors and officers)” with “a general release by you of the Company and its affiliates (and their respective directors and officers), but such release shall not extend to the MSGR or its respective subsidiaries to the extent that at the time of your separation you are employed by such entities.”
6. Paragraph 13 of the Employment Agreement is hereby amended to include the following after the fourth sentence thereof: “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.”
7. Paragraph 21 of the Employment Agreement is hereby amended and restated as follows: “This Agreement (and exhibits), your indemnification agreement and the letter agreement dated as of October 26, 2026 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.”
8. The definition of “Competitive Entity” in the Employment Agreement is hereby amended and restated as follows: “A “Competitive Entity” shall mean any NBA team located in New York, New Jersey or Connecticut.”
9. Section 4 of Annex A of the Employment Agreement is hereby amended to include the following at the end thereof: “…; provided that, if you provide services on the same day for any of the Company and MSGR, your daily rate shall not exceed $5,000 in the aggregate.”
10. For the avoidance of doubt, nothing herein (a) constitutes a transfer, termination or resignation of your employment, (b) entitles you to any benefits under Paragraph 6 of the Employment Agreement, (c) results in the forfeiture of any rights that you have under arrangements of the Company or its affiliates or (d) constitutes Good Reason for purposes of any arrangement between you and the Company or its affiliates.
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11. Except as set forth in this Acknowledgement, the Employment Agreement shall remain in full force and effect in accordance with its terms.
| Sincerely, | ||
| MSG KNICKERBOCKERS CORP. (formerly known as MADISON SQUARE GARDEN SPORTS CORP.) | ||
| /s/ James L. Dolan | ||
| By: | James L. Dolan | |
| Title: | Executive Chairman and Chief Executive Officer | |
Accepted and Agreed
| /s/ Paul DiCicco |
| Paul DiCicco |
Exhibit 10.5
October 26, 2026
Mr. Jamaal Lesane
Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp.)
Two Pennsylvania Plaza
New York, NY 10121
Dear Jamaal:
Reference is made to the letter agreement, dated September 28, 2026, between you and Madison Square Garden Sports Corp. (the “Company”) governing the terms of your employment with the Company (the “Employment Agreement”). This letter agreement (the “Acknowledgement”) sets forth certain amendments to the Employment Agreement, in each case effective as of the closing of the spin-off of MSGS Spinco, Inc. (to be renamed MSG Rangers Corp., “MSGR”) from the Company (the “Effective Date”). This Acknowledgement pertains solely to the terms of your employment with the Company, and any terms of your employment with MSGR will be separately provided. You acknowledge that the compensation payable under this Acknowledgement reflects the portion of your aggregate post-spin compensation allocated to your services to the Company and that separate compensation will be payable by MSGR under your employment agreement with MSGR. All defined terms used in this Acknowledgement and not otherwise defined herein shall have the meaning ascribed thereto in the Employment Agreement.
By signing this Acknowledgement, you hereby agree to and acknowledge the following:
1. As of the Effective Date, the name of the Company will change from Madison Square Garden Sports Corp. to MSG Knickerbockers Corp. and all references thereto in the Employment Agreement are hereby updated accordingly.
2. Paragraph 1 of the Employment Agreement is hereby amended to include the following at the end thereof:
“Notwithstanding the foregoing, the Company acknowledges that, in addition to your services pursuant to this Agreement, you will simultaneously be employed by, and are expected to devote a portion of your business time and attention to, MSG Rangers Corp. (“MSGR”). The Company understands that you have entered into an employment agreement with MSGR and recognizes and agrees that your responsibilities to MSGR will preclude you from devoting substantially all of your time and attention to the Company’s affairs, but apart from your arrangement with MSGR you will not undertake any outside business commitments without the Company’s consent and you will, upon request, cooperate with the Company in reviewing your obligations under this Paragraph. In addition, as recognized in Article Tenth of the Company’s Articles of Incorporation and the Policy Concerning Certain Matters Relating to MSG Rangers Corp. (formerly MSGS Spinco, Inc.), Madison Square Garden Entertainment Corp., Sphere Entertainment
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Co. and AMC Global Media Inc., Including Responsibilities of Overlapping Directors and Officers (together, the “Overlap Policy”), there may be certain potential conflicts of interest and fiduciary duty issues associated with your roles at the Company and MSGR. The Company recognizes and agrees that none of (i) your multiple responsibilities at the Company and MSGR, (ii) your inability to devote substantially all of your time and attention to the Company’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Overlap Policy, or (iv) any actions taken, or omitted to be taken, by you in good faith to comply with your duties and responsibilities to the Company in light of your multiple responsibilities to the Company and MSGR, shall be deemed to be a breach by you of your obligations under this Agreement (including your obligations under Annex A) nor shall any of the foregoing constitute “Cause” as such term is defined in Paragraph 10 hereof.”
3. Paragraph 2 of the Employment Agreement is hereby amended to provide for a base salary of not less than $635,000.
4. The second sentence of Paragraph 4 of the Employment Agreement is hereby amended to replace “1,500,000” with “$952,500.”
5. Paragraph 8 of the Employment Agreement is hereby amended to replace “a general release by you of the Company and its affiliates (and their respective directors and officers) with customary carve-outs” with “a general release by you of the Company and its affiliates (and their respective directors and officers) with customary carve-outs, but such release shall not extend to the MSGR or its respective subsidiaries to the extent that at the time of your separation you are employed by such entities.”
6. Paragraph 21 of the Employment Agreement is hereby amended and restated as follows: “This Agreement (and exhibits), your indemnification agreement and the letter agreement dated as of October 26, 2026 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 September 28, 2026.”
7. The definition of “Competitive Entity” in the Employment Agreement is hereby amended and restated as follows: “A “Competitive Entity” shall mean any NBA team located in New York, New Jersey or Connecticut.”
8. Section 4 of Annex A of the Employment Agreement is hereby amended to include the following at the end thereof: “…; provided that, if you provide services on the same day for any of the Company and MSGR, your daily rate shall not exceed $5,000 in the aggregate.”
9. For the avoidance of doubt, nothing herein (a) constitutes a transfer, termination or resignation of your employment, (b) entitles you to any benefits under Paragraph 6 of the Employment Agreement, (c) results in the forfeiture of any rights that you have under arrangements of the Company or its affiliates or (d) constitutes Good Reason for purposes of any arrangement between you and the Company or its affiliates.
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10. Except as set forth in this Acknowledgement, the Employment Agreement shall remain in full force and effect in accordance with its terms.
| Sincerely, | ||
| MSG KNICKERBOCKERS CORP. (formerly known as 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 |
Exhibit 99.1
MSG KNICKERBOCKERS CORP.
(FORMERLY MADISON SQUARE GARDEN SPORTS CORP.)
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
(Dollars in thousands)
On October 26, 2026, MSG Knickerbockers Corp., formerly Madison Square Garden Sports Corp. (the “Registrant”), distributed all of the outstanding common stock of MSG Rangers Corp., formerly MSGS Spinco, Inc. (“MSGR”), to its stockholders (the “Distribution”). The Registrant contributed to MSGR the Registrant’s subsidiaries that hold all of the interests in the New York Rangers business previously owned and operated by the Registrant. Subsequent to the Distribution, the Registrant will no longer consolidate the financial results of MSGR for the purpose of its own financial reporting. MSGR is now a New York Stock Exchange listed public company under the symbol “MSGR.” After the date of the Distribution, the historical financial results of MSGR will be reflected in the Registrant’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods presented through the Distribution date, effective with the filing with the U.S. Securities and Exchange Commission (the “SEC”) of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2026.
The accompanying unaudited pro forma consolidated financial information reflects certain known impacts of the Distribution and the separation of MSGR from the Registrant. The unaudited pro forma consolidated statements of operations present MSGR as discontinued operations for the years ended June 30, 2026, 2025 and 2024, respectively, in a manner consistent with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 205-20, Discontinued Operations, as if the Distribution occurred on July 1, 2023. In addition, the unaudited pro forma consolidated statements of operations for the year ended June 30, 2026 reflect certain adjustments that are incremental to those related to the Distribution discussed above, as if the other transactions described herein occurred on July 1, 2025. The unaudited pro forma consolidated balance sheet as of June 30, 2026 reflects adjustments related to the Distribution, as well as certain adjustments that are incremental to those related to the Distribution discussed above, as if the other transactions described herein occurred on June 30, 2026. All adjustments shown on the unaudited pro forma consolidated financial information are transaction accounting adjustments.
The unaudited pro forma consolidated financial information has been derived from the Registrant’s historical consolidated financial statements and reflects certain assumptions and adjustments that management believes are reasonable under the circumstances and given the information available at this time. This unaudited pro forma consolidated financial information reflects other adjustments that, in the opinion of management, are necessary to state fairly the pro forma financial position and results of the operations as of and for the periods indicated. The unaudited pro forma consolidated financial information is provided for illustrative and informational purposes only and is not intended to represent or be indicative of what the Registrant’s financial condition or results of operations would have been had the Registrant operated historically as an independent organization from MSGR or if the Distribution had occurred on the dates indicated. The unaudited pro forma consolidated financial information also should not be considered representative of the Registrant’s future consolidated financial position or consolidated results of operations. The unaudited pro forma consolidated financial information should be read in conjunction with the Registrant’s historical consolidated financial statements and accompanying notes.
The unaudited pro forma consolidated financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information.
The following is a brief description of the amounts recorded under each of the column headings in the accompanying unaudited pro forma consolidated financial information:
Historical
This column represents the Registrant’s historical financial position as of June 30, 2026 and historical results of operations for the years ended June 30, 2026, 2025 and 2024 prior to any adjustments for the Distribution and pro forma adjustments described under the headings “Distribution of MSGR” and “Transaction Accounting Adjustments” below.
Distribution of MSGR
This column represents the elimination of the historical assets and liabilities and results of operations of MSGR from the Registrant’s historical consolidated balance sheet as of June 30, 2026 and statements of operations for the years ended June 30, 2026, 2025, and 2024, respectively. Amounts in this column for the statement of operations for the year ended June 30, 2026 also include transaction costs directly attributable to the Distribution. Amounts in this column will be reflected in the Registrant’s consolidated financial statements as discontinued operations in the Registrant’s filings with the SEC subsequent to the Distribution.
Pro Forma Continuing Operations
This column represents the Registrant’s historical results of operations after the adjustments made to reflect the transactions associated with the Distribution that qualify as discontinued operations under GAAP. Note that amounts in this column include certain general corporate overhead costs that do not meet the criteria for discontinued operations presentation and thus will be presented in future filings as part of the Registrant’s continuing operations. However, the Registrant expects that a significant portion of these expenses will no longer be incurred by the Registrant subsequent to the Distribution.
Transaction Accounting Adjustments
This column represents the impacts of the Distribution and related transactions based on available information and assumptions that the Registrant’s management believes are reasonable. The Transaction Accounting Adjustments represent the Registrant’s current best estimates and may differ materially from those that will be calculated to report MSGR as discontinued operations in the Registrant’s future filings.
2
MSG KNICKERBOCKERS CORP.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED JUNE 30, 2026
(Dollars in thousands, except per share data)
| (1) Historical (a) |
(2) Distribution of MSGR (b) |
(1) - (2) = (3) Pro Forma Continuing Operations (c) |
(4) Transaction Accounting Adjustments |
Notes | (3) + (4) = (5) Pro Forma |
|||||||||||||||||||
| Revenues |
$ | 1,153,822 | $ | 337,270 | $ | 816,552 | $ | — | $ | 816,552 | ||||||||||||||
| Operating expenses: |
||||||||||||||||||||||||
| Direct operating expenses |
833,702 | 264,846 | 568,856 | (794 | ) | (d) | 573,361 | |||||||||||||||||
| 5,299 | (e) | |||||||||||||||||||||||
| Selling, general and administrative expenses |
285,995 | 55,304 | 230,691 | (42,667 | ) | (d) | 189,934 | |||||||||||||||||
| 1,910 | (f) | |||||||||||||||||||||||
| Depreciation and amortization |
3,179 | 2,348 | 831 | — | 831 | |||||||||||||||||||
| Restructuring charges |
2,078 | 750 | 1,328 | — | 1,328 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Operating income |
28,868 | 14,022 | 14,846 | 36,252 | 51,098 | |||||||||||||||||||
| Other income (expense): |
||||||||||||||||||||||||
| Interest income |
2,939 | 37 | 2,902 | — | 2,902 | |||||||||||||||||||
| Interest expense |
(21,085 | ) | (3,528 | ) | (17,557 | ) | — | (17,557 | ) | |||||||||||||||
| Miscellaneous income (expense), net |
7,261 | — | 7,261 | — | 7,261 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| (10,885 | ) | (3,491 | ) | (7,394 | ) | — | (7,394 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Income (loss) before income taxes |
17,983 | 10,531 | 7,452 | 36,252 | 43,704 | |||||||||||||||||||
| Income tax expense |
(10,224 | ) | (4,716 | ) | (5,508 | ) | (11,862 | ) | (g) | (17,370 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net income (loss) |
$ | 7,759 | $ | 5,815 | $ | 1,944 | $ | 24,390 | $ | 26,334 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Basic earnings (loss) per common share attributable to MSG Knickerbockers Corp.’s stockholders |
$ | 0.32 | (h) | $ | 1.09 | |||||||||||||||||||
| Diluted earnings (loss) per common share attributable to MSG Knickerbockers Corp.’s stockholders |
$ | 0.32 | (h) | $ | 1.09 | |||||||||||||||||||
| Weighted-average number of common shares outstanding: |
||||||||||||||||||||||||
| Basic |
24,154 | (h) | 24,154 | |||||||||||||||||||||
| Diluted |
24,252 | (h) | 24,252 | |||||||||||||||||||||
3
MSG KNICKERBOCKERS CORP.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED JUNE 30, 2025
(Dollars in thousands, except per share data)
| (1) Historical (a) |
(2) Distribution of MSGR (b) |
(1) - (2) = (3) Pro Forma Continuing Operations (c) |
||||||||||||||
| Revenues |
$ | 1,039,220 | $ | 332,016 | $ | 707,204 | ||||||||||
| Operating expenses: |
||||||||||||||||
| Direct operating expenses |
755,118 | 259,112 | 496,006 | |||||||||||||
| Selling, general and administrative expenses |
266,076 | 51,302 | 214,774 | |||||||||||||
| Depreciation and amortization |
3,218 | 2,461 | 757 | |||||||||||||
|
|
|
|
|
|
|
|||||||||||
| Operating income |
14,808 | 19,141 | (4,333 | ) | ||||||||||||
| Other income (expense): |
||||||||||||||||
| Interest income |
4,034 | 63 | 3,971 | |||||||||||||
| Interest expense |
(21,652 | ) | (4,014 | ) | (17,638 | ) | ||||||||||
| Miscellaneous income (expense), net |
(14,462 | ) | — | (14,462 | ) | |||||||||||
|
|
|
|
|
|
|
|||||||||||
| (32,080 | ) | (3,951 | ) | (28,129 | ) | |||||||||||
|
|
|
|
|
|
|
|||||||||||
| Income (loss) before income taxes |
(17,272 | ) | 15,190 | (32,462 | ) | |||||||||||
| Income tax (expense) benefit |
(5,166 | ) | (6,504 | ) | 1,338 | |||||||||||
|
|
|
|
|
|
|
|||||||||||
| Net income (loss) |
$ | (22,438 | ) | $ | 8,686 | $ | (31,124 | ) | ||||||||
|
|
|
|
|
|
|
|||||||||||
| Basic earnings (loss) per common share attributable to MSG Knickerbockers Corp.’s stockholders |
$ | (0.93 | ) | $ | (1.29 | ) | (h | ) | ||||||||
| Diluted earnings (loss) per common share attributable to MSG Knickerbockers Corp.’s stockholders |
$ | (0.93 | ) | $ | (1.29 | ) | (h | ) | ||||||||
| Weighted-average number of common shares outstanding: |
||||||||||||||||
| Basic |
24,089 | 24,089 | (h | ) | ||||||||||||
| Diluted |
24,089 | 24,089 | (h | ) | ||||||||||||
4
MSG KNICKERBOCKERS CORP.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED JUNE 30, 2024
(Dollars in thousands, except per share data)
| (1) Historical (a) |
(2) Distribution of MSGR (b) |
(1) - (2) = (3) Pro Forma Continuing Operations (c) |
||||||||||||||
| Revenues |
$ | 1,027,149 | $ | 401,532 | $ | 625,617 | ||||||||||
| Operating expenses: |
||||||||||||||||
| Direct operating expenses |
616,514 | 270,207 | 346,307 | |||||||||||||
| Selling, general and administrative expenses |
261,433 | 56,476 | 204,957 | |||||||||||||
| Depreciation and amortization |
3,164 | 2,514 | 650 | |||||||||||||
|
|
|
|
|
|
|
|||||||||||
| Operating income |
146,038 | 72,335 | 73,703 | |||||||||||||
| Other income (expense): |
||||||||||||||||
| Interest income |
2,787 | 86 | 2,701 | |||||||||||||
| Interest expense |
(27,589 | ) | (8,223 | ) | (19,366 | ) | ||||||||||
| Miscellaneous income (expense), net |
(15,568 | ) | — | (15,568 | ) | |||||||||||
|
|
|
|
|
|
|
|||||||||||
| (40,370 | ) | (8,137 | ) | (32,233 | ) | |||||||||||
|
|
|
|
|
|
|
|||||||||||
| Income (loss) before income taxes |
105,668 | 64,198 | 41,470 | |||||||||||||
| Income tax expense |
(46,897 | ) | (23,129 | ) | (23,768 | ) | ||||||||||
|
|
|
|
|
|
|
|||||||||||
| Net income (loss) |
$ | 58,771 | $ | 41,069 | $ | 17,702 | ||||||||||
|
|
|
|
|
|
|
|||||||||||
| Basic earnings (loss) per common share attributable to MSG Knickerbockers Corp.’s stockholders |
$ | 2.45 | $ | 0.74 | (h | ) | ||||||||||
| Diluted earnings (loss) per common share attributable to MSG Knickerbockers Corp.’s stockholders |
$ | 2.44 | $ | 0.73 | (h | ) | ||||||||||
| Weighted-average number of common shares outstanding: |
||||||||||||||||
| Basic |
24,011 | 24,011 | (h | ) | ||||||||||||
| Diluted |
24,096 | 24,096 | (h | ) | ||||||||||||
5
MSG KNICKERBOCKERS CORP.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2026
(Dollars in thousands)
| (1) Historical (a) |
(2) Distribution of MSGR (i) |
(1) - (2) = (3) Pro Forma Continuing Operations (c) |
(4) Transaction Accounting Adjustments |
Notes | (3) + (4) = (5) Pro Forma |
|||||||||||||||||||
| ASSETS |
||||||||||||||||||||||||
| Current Assets: |
||||||||||||||||||||||||
| Cash and cash equivalents |
$ | 164,511 | $ | 160 | $ | 164,351 | $ | (19,095 | ) | (j) | $ | 145,256 | ||||||||||||
| Accounts receivable, net |
52,184 | 9,033 | 43,151 | — | 43,151 | |||||||||||||||||||
| Net related party receivables |
36,103 | 13,399 | 22,704 | — | 22,704 | |||||||||||||||||||
| Prepaid expenses |
43,104 | 33,410 | 9,694 | — | 9,694 | |||||||||||||||||||
| Other current assets |
27,388 | 13,430 | 13,958 | — | 13,958 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total current assets |
323,290 | 69,432 | 253,858 | (19,095 | ) | 234,763 | ||||||||||||||||||
| Property and equipment, net |
27,163 | 22,944 | 4,219 | — | 4,219 | |||||||||||||||||||
| Right-of-use lease assets |
740,576 | 266,802 | 473,774 | 17,659 | (e) | 491,433 | ||||||||||||||||||
| Indefinite-lived intangible assets |
103,644 | 20,378 | 83,266 | — | 83,266 | |||||||||||||||||||
| Goodwill |
226,523 | 57,624 | 168,899 | — | 168,899 | |||||||||||||||||||
| Investments |
65,618 | — | 65,618 | — | 65,618 | |||||||||||||||||||
| Deferred tax assets, net |
28,773 | 28,773 | — | — | — | |||||||||||||||||||
| Other assets |
22,065 | 19,685 | 2,380 | — | 2,380 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total assets |
$ | 1,537,652 | $ | 485,638 | $ | 1,052,014 | $ | (1,436 | ) | $ | 1,050,578 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
6
MSG KNICKERBOCKERS CORP.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (Continued)
AS OF JUNE 30, 2026
(Dollars in thousands)
| (1) - (2) = (3) | (4) | |||||||||||||||||||||||
| (1) Historical (a) |
(2) Distribution of MSGR (i) |
Pro Forma Continuing Operations (c) |
Transaction Accounting Adjustments |
Notes | (3) + (4) = (5) Pro Forma |
|||||||||||||||||||
| LIABILITIES AND EQUITY |
||||||||||||||||||||||||
| Current Liabilities: |
||||||||||||||||||||||||
| Accounts payable |
$ | 18,411 | $ | 1,703 | $ | 16,708 | $ | 8,554 | (k) | $ | 25,262 | |||||||||||||
| Net related party payables |
4,964 | 47 | 4,917 | — | 4,917 | |||||||||||||||||||
| Debt |
16,500 | 16,500 | — | — | — | |||||||||||||||||||
| Accrued liabilities: |
||||||||||||||||||||||||
| Employee-related costs |
159,940 | 18,258 | 141,682 | — | 141,682 | |||||||||||||||||||
| League-related accruals |
209,926 | 87,250 | 122,676 | — | 122,676 | |||||||||||||||||||
| Other accrued liabilities |
9,444 | 1,166 | 8,278 | — | 8,278 | |||||||||||||||||||
| Operating lease liabilities, current |
57,834 | 19,288 | 38,546 | 1,944 | (e) | 40,490 | ||||||||||||||||||
| Deferred revenue |
165,416 | 75,143 | 90,273 | — | 90,273 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total current liabilities |
642,435 | 219,355 | 423,080 | 10,498 | 433,578 | |||||||||||||||||||
| Long-term debt |
242,000 | — | 242,000 | — | 242,000 | |||||||||||||||||||
| Operating lease liabilities, noncurrent |
843,975 | 312,309 | 531,666 | 15,715 | (e) | 547,381 | ||||||||||||||||||
| Other employee-related costs |
71,984 | 18,347 | 53,637 | — | 53,637 | |||||||||||||||||||
| Deferred tax liabilities, net |
— | (1,993 | ) | 1,993 | — | 1,993 | ||||||||||||||||||
| Deferred revenue, noncurrent |
554 | 205 | 349 | — | 349 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total liabilities |
1,800,948 | 548,223 | 1,252,725 | 26,213 | 1,278,938 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Commitments and contingencies |
||||||||||||||||||||||||
| MSG Knickerbockers Corp. Stockholders’ Equity: |
— | — | ||||||||||||||||||||||
| Class A Common Stock |
204 | — | 204 | — | 204 | |||||||||||||||||||
| Class B Common Stock |
45 | — | 45 | — | 45 | |||||||||||||||||||
| Preferred stock |
— | — | — | — | — | |||||||||||||||||||
| Additional paid-in capital |
17,090 | — | 17,090 | — | 17,090 | |||||||||||||||||||
| Treasury stock |
(149,858 | ) | — | (149,858 | ) | — | (149,858 | ) | ||||||||||||||||
| Accumulated deficit |
(129,861 | ) | (62,585 | ) | (67,276 | ) | (27,649 | ) | (j), (k) | (94,925 | ) | |||||||||||||
| Accumulated other comprehensive loss |
(916 | ) | — | (916 | ) | — | (916 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total equity |
(263,296 | ) | (62,585 | ) | (200,711 | ) | (27,649 | ) | (228,360 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total liabilities and equity |
$ | 1,537,652 | $ | 485,638 | $ | 1,052,014 | $ | (1,436 | ) | $ | 1,050,578 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
7
MSG KNICKERBOCKERS CORP.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
(Dollars in thousands)
| (a) | Represents the Registrant’s historical statements of operations for the years ended June 30, 2026, 2025 and 2024 and historical consolidated balance sheet as of June 30, 2026, prior to any adjustments for the Distribution and other pro forma adjustments described below. |
| (b) | Represents the results of operations of MSGR for the years ended June 30, 2026, 2025 and 2024 that qualify as discontinued operations under GAAP. |
Amounts in this column for the year ended June 30, 2026 also include $3,754 of transaction costs, recorded within selling, general, and administrative expenses, related to the Distribution and incurred by the Registrant during this period, primarily related to accounting, legal and financial advisory fees. Such costs qualify for presentation within discontinued operations under ASC 205-20.
The income tax expense or benefit attributable to continuing and discontinued operations has been determined using the “with-and-without method.” In accordance with ASC 740, Income Taxes, tax effects due to changes in tax laws or rates are included in income tax (expense) benefit attributable to continuing operations.
| (c) | Represents the Registrant’s historical results of operations, adjusted to reflect transactions associated with the Distribution that qualify as discontinued operations. Amounts in this column include certain general corporate overhead costs that do not meet the criteria for discontinued operations presentation and thus will be presented in future filings as part of the Registrant’s continuing operations. However, the Registrant expects that a significant portion of these expenses will no longer be incurred by the Registrant subsequent to the Distribution, as reflected in the various pro forma adjustments below. |
| (d) | Reflects the net impact of the Transition Services Agreement (“TSA”) entered into in connection with the Distribution and the net impact of employment agreements, as further described in Item 5.02 of this Form 8-K, entered into in connection with the Distribution. Pro forma results from continuing operations of the Registrant include general corporate overhead costs that were historically recorded as the Registrant’s direct operating expenses and selling, general and administrative expenses and do not qualify for discontinued operations presentation under GAAP. Subsequent to the Distribution, the Registrant has agreed to provide certain corporate and other services to MSGR, 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. MSGR has similarly agreed to provide certain transition services to the Registrant. Cost recoveries and costs for transition services will be presented as a component of direct operating expenses or selling, general and administrative expenses, as applicable. |
The table below reflects the components of this pro forma adjustment for the year ended June 30, 2026:
| For the Year Ended June 30, 2026 |
||||
| Net direct operating expense cost recoveries from MSGR pursuant to the TSA |
$ | 794 | ||
|
|
|
|||
| Net decrease in direct operating expenses |
$ | 794 | ||
|
|
|
|||
| Net selling, general and administrative cost recoveries from MSGR pursuant to the TSA |
$ | 28,146 | ||
| Net decrease in selling, general and administrative expenses pursuant to employment agreements entered in connection with the Distribution |
14,521 | |||
|
|
|
|||
| Net decrease in selling, general and administrative expenses |
$ | 42,667 | ||
|
|
|
|||
| (e) | Reflects the impact of the Madison Square Garden Training Center Lease (the “Training Center Lease Agreement”) entered into in connection with the Distribution. After the Distribution, MSGR owns the Madison Square Garden Training Center and leases a portion of the Madison Square Garden Training Center to the Registrant pursuant to the Training Center Lease Agreement. As a result of the Training Center Lease Agreement, the Registrant will begin recognizing operating lease expense, as well as a related right-of-use (“ROU”) asset and corresponding operating lease liability. In addition, the Registrant will pay certain variable operating expenses pursuant to the terms of the Training Center Lease Agreement. As such, the following adjustments were recorded in the unaudited pro forma consolidated balance sheet as of June 30, 2026: |
| As of June 30, 2026 | ||||
| Right-of-use lease assets |
$ | 17,659 | ||
| Operating lease liabilities, current |
1,944 | |||
| Operating lease liabilities, noncurrent |
15,715 | |||
8
MSG KNICKERBOCKERS CORP.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
(Dollars in thousands)
Additionally, the following adjustments were recorded in the unaudited pro forma consolidated statement of operations for the year ended June 30, 2026 to reflect the impacts of the Training Center Lease Agreement:
| For the Year Ended June 30, 2026 |
||||
| Increase in operating lease expense |
$ | 2,293 | ||
| Increase in direct operating expenses pursuant to Training Center Lease Agreement |
3,006 | |||
|
|
|
|||
| Net increase in direct operating expenses |
$ | 5,299 | ||
| (f) | Reflects the impact of the Group Ticket Sales Services Agreement entered into with MSGR in connection with the Distribution pursuant to which MSGR will be appointed the sales and service representative to sell group tickets related to the Registrant’s events in exchange for a commission. An adjustment of $1,910 was recorded to reflect commission expense based on group tickets sold during the fiscal year ended June 30, 2026 in the unaudited pro forma consolidated statement of operations for the year ended June 30, 2026. |
| (g) | The income tax effects of the pro forma adjustments in the amount of $11,862 are recorded at the applicable federal and state statutory tax rate for the fiscal year ended June 30, 2026. This resulted in an overall tax expense of $17,370 for the fiscal year ended June 30, 2026 in the unaudited pro forma consolidated statement of operations for the year ended June 30, 2026. |
| (h) | Pro forma earnings per share and pro forma weighted-average basic shares outstanding are based on the number of shares outstanding had the Distribution taken place during the periods presented. Pro forma diluted weighted-average shares outstanding reflect dilution from the assumed vesting of restricted stock units issued by the Registrant, as well as the exercise of stock options granted by the Registrant. |
Potentially dilutive common shares were excluded from the calculation of diluted earnings per share for the year ended June 30, 2025 as their inclusion would have been anti-dilutive.
| (i) | Represents the elimination of the historical assets and liabilities of MSGR from the Registrant’s consolidated balance sheet as of June 30, 2026. |
| (j) | Reflects the net cash of $19,095 that the Registrant contributed to MSGR in connection with the Distribution. |
| (k) | Subsequent to June 30, 2026 and through the date of the Distribution, the Registrant has incurred additional non-recurring costs of approximately $8,554 to complete the Distribution. These costs primarily relate to accounting, legal and financial advisory fees associated with separation activities and will qualify for presentation within discontinued operations under ASC 205-20. |
9