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SEC Response Letter

 May 8, 2015

Justin Dobbie

 Legal Branch

Chief Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-9303

 Re:
             MSG Spinco, Inc.

                    Form
10-12B

                    Filed
March 27, 2015

                    File
No. 001-36900

 Dear Mr. Dobbie:

This letter responds to the comment letter (the “Comment Letter”) from the Staff of the Securities and Exchange Commission (the
“Commission”), dated April 23, 2015, concerning the Registration Statement on Form 10 (the “Form 10”) of MSG Spinco, Inc. (“the Company”).

The following is the Company’s response to the Comment Letter. As a result of the revisions to the Form 10, some page references have
changed. The page references in the comments refer to page numbers of the Information Statement filed as Exhibit 99.1 to Form 10 as filed on March 27, 2015 and page references in the responses refer to page numbers in the marked copy of the
Information Statement (the “Information Statement”) filed as Exhibit 99.1 to Amendment No. 1 to the Form 10, as filed on May 8, 2015. The Company has, concurrently with the filing of this response letter, provided four marked
copies of the Information Statement and response letter via messenger. All dollar amounts throughout the letter are in thousands unless specifically stated otherwise.

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 agreements 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 apply to you after the distribution. Please revise accordingly.

Company Response: In response to the Staff’s comment, the Company has updated the exhibit list under Item 15(b) of the Form
10. Please note that certain of the exhibits listed are not in final form and will be filed in a future Form 10 amendment, as indicated on the exhibit list. In addition, the Company may identify additional agreements that will be filed as exhibits.
In that case, the exhibit list will be further updated in future filings. The Company recognizes that all required exhibits must be filed sufficiently in advance of the planned effectiveness of the Form 10 to afford the Staff adequate time to
complete its review.

 Effective upon the consummation of the Distribution, the subsidiary of the Company that will own
the New York Knicks (“Knicks LLC”) will enter into a Media Rights Agreement with a subsidiary (“MSG Networks”) of The Madison Square Garden Company, licensing MSG Networks the right to telecast the games of the Knicks and certain
associated programming (the “Knicks Agreement”); and the subsidiary of the Company that will own the Rangers (“Rangers LLC”), will enter into a Media Rights Agreement with MSG Networks, licensing MSG Networks the right to
telecast the games of the Rangers and certain related programming (together with the Knicks Agreement, the “Rights Agreements”).

While the terms of the Rights Agreements have not been finally determined, the Company has concluded that it will not be required to file the
Rights Agreements as exhibits to the Form 10. The Company’s analysis of the filing requirements of Regulation S-K Item 601(b)(10) follows:

1.
A contract must be filed if it is not made in the ordinary course of business and is material to the registrant. Under Item 601(b)(10), a contract will be deemed to be made in the ordinary course of business and
need not be filed if it is such as ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries, unless it falls within one of the specified categories discussed below.

The Company’s Sports segment consists principally of the ownership of professional sports teams. The Company, like other owners of
professional sports teams, derives revenues from the teams principally through the presentation of games to live audiences and the licensing to programming companies of the rights to telecast those games (or the telecasting of the games itself). As
such, license agreements for the right to telecast games of sports teams are contracts which ordinarily accompany the ownership of sports teams.

2.
Item 601(b)(10)(ii) sets forth four categories of contracts which a registrant will be required to file (unless the contract is immaterial in amount or significance) even if the contract is made in the ordinary
course of the registrant’s business. Categories (C) and (D) of Item 601(b)(10)(ii) are clearly inapplicable. Categories (A) and (B) are discussed below.

•

Item 601(b)(10)(ii)(A) requires the filing of contracts to which directors, officers, promoters, voting trustees, security holders named in the registration statement or report, or underwriters are parties. None of
these categories of persons will be parties to the Rights Agreements. As noted above, the Rights Agreements will be entered into shortly before, and will become effective upon, the Distribution. While the Company is currently a subsidiary of MSG
Networks, at the time that its subsidiaries enter into the Rights Agreements it will be a subsidiary of The Madison Square Garden Company but not a subsidiary of MSG Networks. MSG Networks will be a sister company of the parties to the Rights
Agreements and MSG Networks will not hold, directly or indirectly, any ownership interest in Knicks LLC or Rangers LLC. When the Rights Agreements become effective, the Company will also cease to be a subsidiary of The Madison Square Garden Company.
Accordingly, the Company does not believe that any of its security holders will be party to either Rights Agreement.

•

 Item 601(b)(10)(ii)(B) requires the filing of any contract upon which the registrant’s business will be substantially dependent. The item
provides examples of the types of contracts intended to be covered: continuing contracts

 -2-

to sell a major part of the registrant’s products or services or to buy a major part of the registrant’s requirements for goods, services or raw materials; or a franchise or license or
other agreements to use a patent, formula, trade secret, process or trade name upon which the registrant’s business depends to a material extent. The Rights Agreements are different from the kinds of agreements that this item is addressing.
While the Company will derive significant revenue from the Rights Agreements, its business does not depend on them. If the Rights Agreements were not entered into or were terminated for any reason, the Company believes it could reasonably quickly
enter into rights agreements with one or more other programming companies to telecast Knicks and Rangers games. Alternatively, the Company could keep the rights to both teams and start its own regional sports programming business. The Company
believes that either alternative could be implemented given the popularity of the Knicks and Rangers in the New York market and the desirability of local sports content in such market.

For example, both the New York Yankees and the New York Mets were once carried on MSG Networks’ regional sports networks. Upon the
expiration of their respective rights agreements with MSG Networks, each team started its own regional sport network in the market. The Yankees started the YES network in 2002 and the Mets started Sportsnet New York in 2005.

While the Company does not believe that the Rights Agreements are required to be filed as exhibits to the Form 10, it does recognize the
significance of the new agreements for the Company. For this reason, the Company will disclose the pro forma effect of the new agreements under “Unaudited Pro Forma Combined Financial Information.” The Company will also provide textual
disclosure regarding the amount of revenue to be received under the Rights Agreements and the license period of each contract.

 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 Spectacular, 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
offering, and may therefore have attendant risks.

 Company Response: In response to the Staff’s comment, the
Company has made the requested clarification on page 4 of the Information Statement.

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

Company Response: In response to the Staff’s comment, the Company has made the requested revisions on page 4 of the Information
Statement.

 -3-

 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, please disclose what notification, if any, you will provide to stockholders should the board of directors
waive a material condition or amend, modify, or abandon the spin-off and related transactions.

 Company Response:
In response to the Staff’s comment, the Company has added a question and answer addressing whether the Company can decide to cancel the Distribution on page 13 of the Information Statement.

What is the reason for the Distribution?, 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 represent an interest in both the businesses of MSG and the Company . . . .”

Company Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 12 and 16 of the Information
Statement.

 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.

Company Response: For the information of the Staff, the James A. Farley Post Office building is located in Manhattan, directly across
Eighth Avenue from The Madison Square Garden Arena and the Theater at Madison Square Garden (the “Arena”) and was constructed as a companion structure to the original Pennsylvania Station. The Arena is located on the site of the original
Pennsylvania Station and above the current Pennsylvania Station (“Penn Station”). The Company owns the Arena, the platform on which it is built and development rights (including air rights) above the property. (None of its interests are
leased.)

 The Farley Post Office is the subject of a three-phase project that will convert the building to a new concourse for Amtrak.
Phase 1 of the project, which is underway and expected to be completed in 2016, will expand an existing below-grade Penn Station concourse westward, to underneath Farley, and provide vertical pedestrian access to platforms and tracks from the Farley
site. Phases 2 and 3, which are not yet funded and have no announced dates for commencement or completion, would transform the Farley building into a train hall for Amtrak and add a new commercial complex to the site. The tracks and platforms under
the Arena will remain in place and continue to service commuters.

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 The Company believes that the Farley conversion will not have a significant impact on the Arena.
The Company believes that the planned development of Farley will enhance the attractiveness of the Eighth Avenue side of the Arena as well as the surrounding area generally. The expanded access to Penn Station and the relocation of Amtrak services
would serve to relieve some of the congestion below and around the Arena, while still affording commuters direct access to the Arena. In addition, the Arena would continue to be situated at the confluence of several of the most heavily used commuter
rail lines in America.

 Separately, as disclosed beginning on page 26 under “ Risk Factors — General Risks — We Are Subject
to Extensive Governmental Regulation and Our Failure to Comply with These Regulations May Have a Material Negative Effect on Our Business and Results of Operations” in the Information Statement, the Company’s ability to continue to operate
the Arena is dependent on certain government approvals. In particular, the Arena operates under a zoning special permit that was renewed in 2013 and will expire in 2023. Certain government officials and special interest groups sought to use the
renewal process to force a relocation of the Arena in order to make room for improvements to Penn Station. Certain of these officials and groups continue to seek such a relocation. There can be no assurance regarding the future renewal of this
permit or the terms thereof. A failure to renew the permit on acceptable terms could have a material adverse effect upon the Company.

 Business,
page 37

 Competition, page 50

Competition in Our Sports Business, page 50

7.
We note your disclosure here that you “compete with . . . other sporting 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 69 of your 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.

Company Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 51 and 69 of the Information
Statement.

 Management’s Discussion and Analysis, page 62

8.
We note 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 Exchange
Act.

 Company Response: In response to the Staff’s comment, the Company has removed the reference to the safe
harbor provided by the Private Securities Litigation Reform Act of 1995. Please see page 62 of the Information Statement.

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9.
Please expand your discussion of your results 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.

 Company Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 76,
78-79, 82-83, 88-89, 92, 97-98 and 101 of the Information Statement.

 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 dire