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SEC Response Letter

 June 11, 2015

Justin Dobbie

 Legal Branch Chief

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-9303

Re:
MSG Spinco, Inc.

 Amendment No. 1 to Form 10-12B

Filed May 8, 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 May 22, 2015, concerning the Registration Statement on Form 10 (the “Form 10”) of MSG Spinco, Inc. (“the Company”).

On behalf of the Company, I am submitting the following Company responses to the Comment Letter. The Company has, concurrently with the filing
of this response letter, provided four marked copies of the Information Statement (the “Information Statement”) filed as Exhibit 99.1 to Amendment No. 2 to the Form 10, as filed on June 11, 2015, and response letter via messenger. All
dollar amounts throughout the letter are in thousands unless specifically stated otherwise.

 Form 10

Item 15. Financial Statements and Exhibits

1.
We note your response to our prior comment 1 that you will provide textual disclosure regarding the amount of revenue to be received under the Rights Agreement. So that we may better understand the context of this
disclosure, please tell us the current portion of MSG Sports revenue that is derived from telecast rights, both with MSG Media and with the NBA and NHL.

 Company Response:

Based on the Company’s projected fiscal year 2015 revenues, we estimate that the portion of MSG Sports’ fiscal year 2015 revenues
derived from the local telecast rights of the New York Knicks and the New York Rangers will be approximately 9% and 3%, respectively. The Company and The Madison Square Garden Company (“MSG”) intend to increase the rights fees payable
to the Company in the amended Rights Agreements. Based upon our current expectation of the new rights fees and the Company’s projected fiscal year 2015 revenues, if those increased rights fees were in effect for all of fiscal year 2015, we
estimate that the portion of MSG Sports’ fiscal year 2015 revenues derived from the local telecast rights of the New York Knicks and the New York Rangers would be approximately 14% and 4%, respectively.

The Company does not control the terms of the NBA, WNBA and NHL national telecast rights (the “League Rights Agreements”), including
the timing of distributions and the percentage thereof (although the NBA, WNBA and NHL have historically distributed nearly all of the rights fees to the teams). Based on the Company’s projected fiscal year 2015 revenues, we estimate that the
portion of MSG Sports’ fiscal year 2015 revenues derived from MSG Sports’ portion of the League Rights Agreements will be approximately 7%.

Exhibit 99.1

 Management’s Discussion and
Analysis, page 62

 Critical Accounting Policies, page 107

Goodwill, page 107

2.
Please tell us how you determined your reporting units for evaluating goodwill impairment (e.g., operating segments or components) in accordance with ASC 350-20-35. In this regard, please tell us whether discrete
financial information is available for the business activities (i.e. sports franchises, venues, arenas, entertainment events, etc…) that comprise your MSG Sports and Entertainment operating segments, and whether the operating results are
reviewed regularly by segment management. If so, and you aggregate more than one component into a single reporting unit, please provide the specific facts and circumstances supporting a conclusion that aggregation is appropriate pursuant to ASC
350-20-35-35.

 Company Response:

The Company notes the Staff’s comment regarding the determination of reporting units for purposes of goodwill impairment testing. The
Company continually assesses its reporting units and notes that we have had no changes in reporting units since MSG separated from Cablevision Systems Corporation in February 2010.

In determining reporting units for purposes of evaluating goodwill for impairment, the Company first reviewed the guidance of ASC 350-20-35-34,
which discusses the definition of a component of an operating segment as follows:

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 “A component of an operating segment is a reporting unit if the component
constitutes a business or a nonprofit activity for which discrete financial information is available and segment management, as that term is defined in paragraph 280-10-50-7, regularly reviews the operating results of that
component. Subtopic 805-10 includes guidance on determining whether an asset group constitutes a business….”

 In
evaluating the above guidance, the Company determined that there are several components of both the Sports and Entertainment operating segments, listed as follows:

•

Sports: New York Knicks (“Knicks”), New York Rangers (“Rangers”) (including its primary player development team, the Hartford Wolf Pack), New York Liberty (“Liberty”), an NBA
Development League team, the Westchester Knicks (collectively, the “Franchises”) and Sports Properties

Note: Sports Properties is the component of the Sports segment that promotes, produces and/or presents a broad array of live
sporting events outside of the Franchises’ games.

•

Entertainment: Bookings and Productions

 As discussed in further detail later in this
response, the Company has aggregated components within both the Sports and Entertainment operating segments in the determination of reporting units pursuant to ASC 350-20-35-35. The Company concluded that each component of the Sports and
Entertainment operating segments constitute businesses as they are comprised of activities and assets that are capable of providing, and have historically provided, a return and economic benefits to the Company’s investors. Further, the Company
assessed the information that segment management (in the context of ASC 350-20-35-34) regularly reviewed when performing this function. As a result of this assessment, the Company noted that since the separation of MSG from Cablevision Systems
Corporation and for all periods presented in the Form 10, the segment manager received and regularly reviewed discrete financial information for each of the components discussed above.

The Company notes that ASC 350-20-35-35 permits the aggregation of components of an operating segment into a single reporting unit if the
components have similar economic characteristics. In determining whether the components of an operating segment have similar economic characteristics, the Company assessed the following guidance included in ASC 280-10-50-11:

Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics. For example, similar
long-term average gross margins for two operating segments would be expected if their economic characteristics were similar. Two or more operating segments may be aggregated into a single operating segment if aggregation is consistent with the
objective and basic principles of this Subtopic, if the segments have similar economic characteristics, and if the segments are similar in all of the following areas (see paragraphs 280-10-55-7A through 55-7C and Example 2, Cases A and B
[paragraphs 280-10-55-33 through 55-36]):

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•

The nature of the products and services;

•

The nature of the production processes;

•

The type or class of customer for their products and services;

•

The methods used to distribute their products or provide their services; and

•

If applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities.

We note that ASC 350-20-55-6 states “Evaluating whether two components have similar economic characteristics is a matter of judgment that
depends on specific facts and circumstances. That assessment should be more qualitative than quantitative.” Furthermore, ASC 350-20-55-7 states “…all of the factors in paragraph ASC 280-10-50-11should be considered. However, every
factor need not be met in order for two components to be considered economically similar. In addition, the determination of whether two components are economically similar need not be limited to consideration of the factors described in ASC
280-10-50-11.” ASC 350-20-55-7 also lists incremental factors to consider in assessing economic similarity, in addition to the guidance set forth in ASC 280-10-50-11 as follows:

a)
The manner in which an entity operates its business or nonprofit activity and the nature of those operations

b)
Whether goodwill is recoverable from the separate operations of each component business (or nonprofit activity) or from two or more component businesses (or nonprofit activities) working in concert (which might be
the case if the components are economically interdependent)

c)
The extent to which the component businesses (or nonprofit activities) share assets and other resources, as might be evidenced by extensive transfer pricing mechanisms

d)
Whether the components support and benefit from common research and development projects.

The Company assessed whether the components of the Sports and Entertainment operating segments have similar economic characteristics, pursuant
to the above guidance in ASC 280 and ASC 350, which is discussed in further detail below.

 Aggregation of the Components of the Sports
Operating Segment

 Components included in the assessment: Knicks, Rangers (including the Hartford Wolf Pack), Liberty, Westchester
Knicks and Sports Properties.

 Outlined below are the factors discussed in ASC 280-10-50-11 that management assessed in determining the
presence of similar economic characteristics:

•

Nature of products and services – the Franchises and Sports Properties each provide live sporting events that are primarily presented at The Madison Square Garden Arena (“The Garden”), which
is located in the New York metropolitan area. For example, the Franchises include the Knicks, a professional basketball team, and Sports Properties includes the presentation of college basketball games.

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•

Nature of the production processes – The production process for each component is substantially identical, as it relates to the presentation of live sporting events. Although some of the components
represent different sports, the presentation for each of them is fundamentally the same, including the preparation of the playing surface and the arena for attendance of a live audience.

•

Type or class of customer for products and services – The type or class of customers is generally the same, as customers are viewing live sporting events as a form of entertainment (primarily in the
New York metropolitan area), with purchases made from the consumers’ pool of discretionary income. The Sports segment also generate revenues from the sale of suite licenses which includes, for each seat in the suite, tickets to generally all
sporting events at The Garden for which tickets are sold to the general public. The Company also sells a combined ticket product, which entitles the customer access to all Knicks and Rangers home games, as well as certain Sports Properties events.

•

Methods used to distribute products or provide services – Each component presents live sporting events as a form of entertainment through the same means of distribution (primarily The Garden).
Further, MSG Media holds the local telecast rights to Knicks, Rangers and Liberty games, as well as programming related to Sports Properties events. National television broadcast rights to the games are held by the respective leagues.

•

Nature of regulatory environment – Substantially all of the Sports segment’s events are subject to laws and regulations governing the sale and resale of tickets and consumer protection statutes.
In addition, many of the events produced or promoted by each component are presented in our venues which are, like all public spaces, subject to building and health codes and fire regulations imposed by the state and local governments in the
jurisdictions in which our venues are located.

 In addition, the Franchises are members of their respective leagues and, as
such, are required to comply with their respective league constitutions and collective bargaining agreements. Similarly the exhibition of our Sports Properties events is subject to professional, collegiate and other sports sanctioning authorities.

 Additionally, the Company assessed the factors listed above in ASC 350-20-55-7 and notes the following. The primary business of each
component within the Sports segment is the promotion, production and/or presentation of a live sporting event. The components share assets including, but not limited to, the Company’s venues (primarily The Garden). Decisions regarding the level
and amount of capital investments at the venues and the related recovery of those costs are viewed based on the revenues of all of the components of the Sports segment. The Company makes joint capital investments benefiting all components of the
segment. Furthermore the following departments: sponsorship sales, ticketing, marketing and food and merchandise operations are shared and serve the Sports segment. More specifically, the Company’s integrated approach to the sale of
sponsorships allows it to use and sell its broad array of assets in a complementary manner in order to maximize their collective value, both for the Company and for its marketing partners. Another example of shared resources is the Company’s
proprietary customer database which

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drives revenue and engagement across all components, benefiting the Company through ticket sales, merchandise sales and sponsorship activation. This database provides the Company a greater
opportunity to cross-promote its products and services, introducing customers to its wide range of assets and brands. Given the interdependencies of the components of the Sports segment, the recoverability of the goodwill allocated to the Sports
segment is supported by the combined results of the Sports segment.

 The Company’s primary measure used to assess the financial
performance of its operating segments and components is adjusted operating cash flow (“AOCF”). The Company notes that its AOCF margin percentages for the components are dissimilar for various reasons, such as: (i) team personnel
transactions, (ii) the Franchises’ financial performance dependence on actions taken by the NBA and NHL, (iii) the rights fees from MSG Media for carriage of proprietary professional sports content could vary, (iv) the operation
of the Liberty and Westchester Knicks by the Sports segment as an integral part of its ownership of an NBA team (v) the mix of non-Franchise live sporting events, and (vi) the success of the Franchises and whether each team makes the
playoffs. The Company determined that when assessing the qualitative factors listed above, the components meet the ‘economically similar’ criteria, despite differing AOCF margins.

Based on the above analysis, the Company believes that the aggregation of the Knicks, Rangers, Liberty, Westchester Knicks and Sports
Properties components into a single reporting unit is appropriate as these components have similar economic characteristics. In addition, each component is considered to be similarly affected by general economic conditions, in particular those in
the New York City metropolitan area, and the effect of these conditions on its customers.

 Aggregation of the Components of the
Entertainment Operating Segment

 Components included in the assessment: Bookings and Productions.

Outlined below are the factors discussed in ASC 280-10-50-11 that management assessed in determining the presence of similar economic
characteristics:

•

Nature of products and services – Both components provide live entertainment that is presented in the Company’s owned or controlled venues, which are primarily located in the New York
metropolitan area. At the core of the business of both compo