SecProbe.io

April 23 , 201 5

James L. Dolan
Executive Chairman
MSG Spinco, Inc.
Two Pennsylvania Plaza
New York, NY 10121

Re: MSG Spinco, Inc.
 Form 10-12B
Filed March 27, 2015
File No. 001 -36900

Dear Mr. Dolan :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Form 10

General

1. Please revise the exhibit index to indicate that you will file the Media Rights
Agreement with MSG  as a material contract or advise.  Please also revise your exhibit
index to indicate you will file all other  material contracts required to be filed by Item
601(b)(10) of Regulation S -K.  For example, we note the reference to certain
registration rights agreem ents and certain other related party agreements that are not
currently listed in the exhibit index.  We also note that a number of contracts listed in
the exhibit index of the most recent annual report filed by MSG would appear to be
contracts that will ap ply to you after the distribution.  Please revise accordingly.

James L. Dolan
MSG Spinco, Inc.
April 23 , 201 5
Page 2

 Exhibit 99.1

Summary, page 1

Our Strengths, page 1

2. We note that you list a “[d]iverse collection of marquee entertainment brand and
content, including the Radio City Christmas Spectacula r, New York  Spring
Spectacular  and the Rockettes” as strengths.  To the extent material to understanding
the key strengths and challenges to your business , please clarify in the “Key
Challenges” section that the New York Spring Spectacular  is a new offerin g, and may
therefore have attendant risks.

3. We note from the Selected Financial Data section on page 61 that Spinco  has
experienced increasing costs and net losses o ver the last three  years , particularly in
comparison to the MSG business as a whole .  Pleas e revise this section to discuss
these trends and briefly discuss the primary drivers of these financial results.

Questions and Answers About the Distribution, page 10

4. Please add a question and answer addressing whether MSG can decide to cancel the
Distribution, and if so, p lease disclose what notification, if any, you will provide to
stockholders should the board of directors waive a material condition or amend,
modify, or abandon th e spin -off and related transactions.

What is the reason for the Di stribution?, page 12

5. Please explain why MSG’s board of directors believe the Distribution will potentially
“increase the aggregate stock value of the stock of MSG and the Company above the
value that the stock of MSG would have had if it continued to repr esent an interest in
both the businesses of MSG and the Company . . . .”

Risk Factors, page 21

General Risks, page 25

Our Properties are Subject to, and Benefit from, Certain Easements, . . ., page 27

6. To the extent material to understanding the most material risks facing your business,
please revise to disclose that your operations may be affected by construction plans
involving Pennsylvania Station.  For example, we note that current plans to annex the
James A. Farley Post Office  may have an adverse impact on your operations or ability
to renew the lease on Madison Square Garden.

James L. Dolan
MSG Spinco, Inc.
April 23 , 201 5
Page 3

 Business, page 37

Competition, page 50

Competition in Our Sports Business, page 50

7. We note your disclosure here that you “ compete with  . . . other sport ing events . . .  on
the basis of the quality of the teams we field, their success in the leagues in which
they compete, our ability to provide an entertaining environment at our games  and the
prices  we charge for our tickets .”  We also note the disclosure on page 6 9 of yo ur
MD&A section that “[t] he amount of revenue [you]  earn is influenced by many
factors, including the popularity and on -court or on -ice performance of [y]our
professional sports teams and general economic conditions. ”  Please revise both of
these sections to describe the effect of varying degrees of success on your results.  We
note, for example, that this season both the New York Knicks and the New York
Rangers played full seasons with differing results.

Management’s Discussion and Analysis, page 62

8. We n ote the reference to the safe harbor provided by the Private Securities Litigation
Reform Act of 1995 .  Please tell us why you believe the  safe harbor is available  to
you.  Refer to  Section 21E of the Exch ange Act.

9. Please expand your discussion of your re sults of operations for all periods presented
to provide greater analysis as to the reasons why material decreases or increases in the
various line items occurred.

MSG Entertainment, page 65

10. We note your decision to end the theatrical production of Radio  City Christmas
Spectacular  presented outside of New York and such productions generated direct
contribution to AOCF of approximately $4,400 during the 2014 holiday season,
representing approximately 8% of AOCF.  As such amounts will no longer be
included in future results, please tell us whether or not you reasonably expect this will
have a material unfavorable impact on net sales or revenues or income from
continuing operations.  Please cite the reasons in your response.  If material, please
revise MD&A t o comply with the guidance outlined Item 303(a)(3)(ii) of Regulation
S-K such as the reason for ending the production  and trend information to the extent
meaningful to your discussion.  Refer to Instructions to Paragraph 303(a) of
Regulation S -K for furthe r guidance.

James L. Dolan
MSG Spinco, Inc.
April 23 , 201 5
Page 4

 Results of Operations, page 75

Comparison of the Year Ended June 30, 2014 versus the Year ended June 30, 2013, page 83

11. We note your disclosures on pages 90 and 91 that the increase in net provisions for
NBA luxury tax (and NBA and NHL re venue sharing) was primarily due to external
factors such as the change in the luxury tax rate structure beginning with the 2013 -14
season and  higher estimated NBA revenue and NHL sharing expenses, and to a lesser
extent, higher aggregate player salaries.  We also note that the increase in other team
operating expenses was primarily due to higher professional fees, the return to a full
Rangers regular season schedule and, to a lesser extent, the absence of a league
expense recoupment which was recorded duri ng the prior year.  Please tell us to what
extent you anticipate these trends will continue.  Specifically, tell us whether you
anticipate the Knicks remaining a luxury tax payer, and if so, the quantitative effect of
the new luxury tax rate structure.  If material, p lease also revise the appropriate
business or risk factor disclosure  to quantify the NBA luxury tax payments made in
2012 -13, 2013 -14, the potential payment for this season, and the anticipated future
payments, if possible.

Liquidity and Capit al Resources, page 100

Financing Agreements, page 100

Loan receivable from MSG, page 101

12. Please identify  the subsidiary discussed herein and disclose the interest rate on this
subsidiary’s loan to MSG.   To the extent Item 404 of Regulation S -K requires
disclosure regarding this loan, please include a cross -reference to that section or
otherwise clarify that it is a related party transaction.

Cash Flow Discussion , page 101

Operating Activities, page 101

13. Please note that references to results of operations, which is prepared on the accrual
basis of accounting, and working capital movements  do not provide a sufficient basis
for an investor to fully understand comparative changes in cash flows of operating
activities in terms of cash.  Please revise your disclosure to discuss the factors that
directly affected cash of operating activities for each comparative period presented.
Refer to Section IV.B.1 of “Interpretation: Commission Guidance Regarding
Manageme nt’s Discussion and Analysis of Financial Condition and Results of
Operations” available on our website at http://www.sec.gov/rules/interp/33 -8350.htm
for guidance.   Your discussion should address the drivers underlying each factor
cited.  For example, dis cuss the specific items that created favorable and unfavorable

James L. Dolan
MSG Spinco, Inc.
April 23 , 201 5
Page 5

 movements in working capital in terms of cash and the reasons underlying such
movements.

Critical Accounting Policies, page 105

Goodwill, page 106

14. Refer to your disclosure on page 107 where  you state, “ [b]ased on these impairment
tests, the Company’s reporting units had sufficient safety margins, representing the
excess of the estimated fair value of each reporting unit less its respective carrying
value (including goodwill allocated to each r espective reporting unit).”   Please revise
your disclosure to clarify how you define “sufficient safety margins.”

Executive Compensation, page 118

Key Elements of 2015 Expected Compensation from the Company, page 129

15. We note your disclosure on page 118 that “it is anticipated that the elements of our
compensation will be similar to the elements of MSG’s compensation” and on page
121 that “[g]enerally, the performance metrics for MSG’s incentive compensation
have been based on net revenues and on the adju sted operating cash flow, or AOCF,
of its business units.”  Please tell us, if possible, whether you expect similar criteria
for the new incentive plan s.

Certain Relationships and Related Party Transactions, page 148

Transition Services Agreement, page 1 49

16. To the extent possible, please quantify the amounts payable to MSG under this
agreement and , if material,  revise your MD&A section to include quantified
disclosure of the ongoing financial commitments you will have to MSG in connection
with the separat ion.  Similarly, please disclose the material terms of your media rights
agreement on page 151.

Notes to Combined Financial Statements , page F -8

Note 2: Summary of Significant Accounting Policies, page F -10

Revenue Recognition , page F -10

Multiple -Deliverable Transactions, page F -11

17. You indicate that the timing of revenue recognition for each deliverable is dependent
upon meeting the revenue recognition criteria for the respective deliverable.   Please

James L. Dolan
MSG Spinco, Inc.
April 23 , 201 5
Page 6

 expand your disclosure to specify the criteria  which must be met.  Additionally,
please state whether revenue is typically r ecognized ratably once such  criteria ha ve
been met , or otherwise.  Also, tell us if there are there return provisions that would
preclude revenue recognition.

Long -Lived  and Indefinite Assets, page F -16

18. Please revise your Impairment of Long -Lived and Indefinite -Lived Assets policy
footnote on page F -17 to disclose the method you use to determine fair value for both
indefinite -lived and amortizable intangible assets.

Note 11: Legal Matters, page F -27

19. In regards to the two class action antitrust lawsuits, please provide the disclosure
required by ASC 450 -20-50-4b.

Note 17: Income Taxes, page F -41

20. We note from your disclosure you believe that it is not more likely than n ot Spinco
will realize the benefit for its net deferred tax asset.  In this regard, please explain to
us and disclose why it appears a full valuation allowance of your deferred tax asset
has not been recognized for each of the years presented.

Note 18: Segment Information, page F -43

21. We note your disclosure which states that you classify your business interests into
two reportable segments.  Please disclose the factors used to identify your reportable
segments, including management’s basis for organization and whether  operating
segments have been aggregated  in accordance with ASC 280 -10-50-21.

22. We note from your revenue recognition footnote and disclosures contained elsewhere
in the filing that you earn revenues from t icket sales, license fees,  concessions,
merchandise, advertising among others product and service offerings .  In this regard,
please provide the information required by ASC 280 -10-50-40 or disclose why you
are unable to do so.

23. We note as a result of the spin -off you will own and  operate the sports and
entertainment businesses currently owned and operated by MSG through its MSG
Sports and MSG Entertainment segments and will own, lease or operate the arenas
and other venues currently owned, leased or operated by MSG.  In this regar d, please
explain to us the reason(s) for differences in the amounts disclosed as AOCF and
operating income (loss) for both MSG Entertainment and MSG Sports in your
segment footnote as compared to the amounts presented under MSG’s segment
footnote in their  Form 10 -K for the fiscal year ended June 30, 2014.  We note in

James L. Dolan
MSG Spinco, Inc.
April 23 , 201 5
Page 7

 certain periods the difference in segment AOCF and operating income are significant.
For example, AOCF for MSG Entertainment in your footnote shows positive AOCF
for all periods presented whe reas MSG’s segment footnote reflects negative AOCF in
2014 and 2013.  We note similar differences in the amounts reflected as operating
income (loss) for MSG Entertainment as compared to the amounts included in MSG’s
segment footnote.  In most cases, it ap pears the results included in your segment
footnote have improved relative to the amounts disclosed in MSG’s footnote.
Similarly, please explain the differences in the interim period.

We urge all persons who are responsible for the accuracy and adequac y of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

You may contact Patrick Kuhn  at (202) 551 -3308 or Jean Yu  at (202) 551 -3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ryan Adams  at (202) 551 -3191 or me at (202) 551 -3469 with any other questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: John Mead
 Sullivan & Cromwell LLP