SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 18, 2025

Victoria M. Mink
Executive Vice President, Chief Financial Officer and Treasurer
Madison Square Garden Sports Corp.
Two Penn Plaza
New York, NY 10121

 Re: Madison Square Garden Sports Corp.
 Form 10-K for Fiscal Year Ended June 30, 2024
 File No. 001-36900
Dear Victoria M. Mink:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 March 13, 2025
 Division of Corporation Finance Office of Trade &
Services Securities and Exchange Commission 100 F Street,
N.E. Washington, D.C. 20549-9303
 Attention: Valeria Franks
  Rufus Decker

 Re:
 Madison Square Garden Sports Corp.
 Form 10-K for the Fiscal Year Ended June 30, 2024
 Filed August 13, 2024
 File No. 001-36900
 Ladies and Gentlemen: This letter responds to
the comment letter (the “Comment Letter”) from the Staff of the Securities and Exchange Commission (the “Commission”), dated March 6, 2025, concerning the Annual Report on Form 10-K
for Fiscal Year Ended June 30, 2024 (the “Form 10-K”) of Madison Square Garden Sports Corp. (the “Company,” “we,” “us” and “our”).
 For your convenience, we have set forth the comment from your letter in bold immediately followed by the Company’s response. Unless
otherwise indicated, capitalized terms used herein have the meanings set forth in the Form 10-K, and references herein to page numbers and section headings refer to page numbers and section headings in the
Form 10-K. Form 10-K for Fiscal Year Ended June 30,
2024 Consolidated Financial Statements
 Consolidated Statements of Operations, page F-7

 1.
 Please present revenues and direct operating expenses associated with tangible products, services and
leasing activities separately, if they represent more than 10% of total revenues in any period presented. Revenues for items that represent less than 10% of total revenues may be aggregated with revenues for other items that also represent less than
10% of total revenues. Direct operating expenses should be combined in the same manner as the related revenues. Refer to Rules 5-03.1 and 5-03.2 of Regulation S-X. Company Response : In response to the Staff’s comment regarding
separately presenting revenues and direct operating expenses associated with tangible products, services and leasing activities on the face of the statement of operations, we respectfully note that management considered Regulation S-X (“S-X”) Rule 5-03.1, which requires the separate presentation in the statement of operations for any of the following
revenue categories that exceed 10% of total revenues: a. Net sales of tangible products (gross sales less discounts, returns and
allowances); b. Operating revenues of public utilities or others;
 c. Income from rentals; d.
Revenues from services; and e. Other revenues.

 The costs and expenses related to each revenue category must also be reflected separately in the statement
of operations as required by S-X Rule 5-03.2. Management analyzed the
above referenced regulations, along with the details of the Company’s revenues, and respectfully advises the Staff that it believes that the Company’s current aggregated presentation for revenues and direct operating expenses is
appropriate based on the considerations discussed below. Revenues from Services
 The Company derives a majority of its revenues from:

 •

 Ticket sales for our sports teams’ home games at Madison Square Garden Arena (“The Garden”) and
certain fees added to ticket prices;

 •

 Media rights fees earned from the licensing of the local media rights for our sports teams’ home and away
games to MSG Networks Inc. and through the receipt of our share of fees paid for league-wide media rights;

 •

 Licenses of the suites and premium clubs at The Garden, the revenues from which are shared with Madison Square
Garden Entertainment Corp. (“MSG Entertainment”);

 •

 Sales of sponsorships and signage specific to our sports teams, as well as a portion of revenues through MSG
Entertainment’s sale of venue indoor signage space and sponsorship rights that are not specific to our teams;

 •

 Our share of sports league distributions and royalties and other revenues from sports leagues’ licensing of
team and sports league trademarks; and

 •

 Other services.
 Management believes that aggregation of the above revenue streams is aligned with the requirements of S-X Rule 5-03 with respect to the presentation of “revenues from services,” as management views the presentation and licensing of our sports teams’ home and away games to be services, rather than a
“tangible product”. Management also views league distributions, royalties and other revenues earned from sports leagues’ licensing of team and sports league trademarks to be “revenue from services” as the Company satisfies
its obligations under its arrangements with the leagues by performing services to support and maintain the utility of its sports teams’ brands.
 Net sales of tangible products The Company also derives
revenues from:

 •

 Food and beverage sales for our sports teams’ home games at The Garden, the revenues from which are shared
with MSG Entertainment; and

 •

 Merchandise sales.
 Management views food, beverage and merchandise sales to be the Company’s only tangible product revenues which in the aggregate comprised 4%, 4%, and 3%
of the Company’s total revenues in each of the years ended June 30, 2024, 2023, and 2022, respectively. As such, in accordance with S-X Rule 5-03, these
tangible product-based revenues have not been disclosed separately on the face of the Company’s consolidated statements of operations. Management monitors tangible product revenues as a percentage of the Company’s total revenues on an
ongoing quarterly basis. To the extent that the sale of tangible products exceeds 10% in a reporting period, management will modify the Company’s disclosure accordingly.
 2

 As the Company’s revenues have been presented on an aggregate basis based on the analysis outlined
above, the Company has also presented the direct operating expenses associated with such revenues on an aggregate basis in accordance with S-X Rule 5-03.2.
 * * * * * *
 3

 Should any member of the Staff have any questions or comments with respect to the enclosed
materials, please do not hesitate to contact Victoria M. Mink at (212) 631-5177.

 Sincerely,

 /s/ Victoria M. Mink

 Victoria M. Mink

 Executive Vice President, Chief Financial Officer
 and Treasurer

 Madison Square Garden Sports Corp.

 cc:
 Alexander Shvartsman, Madison Square Garden Sports Corp.
 Robert W. Downes, Esq., Sullivan & Cromwell LLP
 4

March 6, 2025
Victoria M. Mink
Executive Vice President, Chief Financial Officer and Treasurer
Madison Square Garden Sports Corp.
Two Penn Plaza
New York, NY 10121
Re:Madison Square Garden Sports Corp.
Form 10-K for Fiscal Year Ended June 30, 2024
File No. 001-36900
Dear Victoria M. Mink:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended June 30, 2024
Consolidated Financial Statements
Consolidated Statements of Operations, page F-7
1.Please present revenues and direct operating expenses associated with tangible
products, services and leasing activities separately, if they represent more than 10% of
total revenues in any period presented. Revenues for items that represent less than
10% of total revenues may be aggregated with revenues for other items that also
represent less than 10% of total revenues. Direct operating expenses should be
combined in the same manner as the related revenues. Refer to Rules 5-03.1 and 5-
03.2 of Regulation S-X.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

March 6, 2025
Page 2
            Please contact Valeria Franks at 202-551-7705 or Rufus Decker at 202-551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
July 13, 2023
Victoria M. Mink
Executive Vice President, Chief Financial Officer and Treasurer
Madison Square Garden Sports Corp.
Two Penn Plaza
New York, NY 10121
Re:Madison Square Garden Sports Corp.
Form 10-K for Fiscal Year Ended June 30, 2022
Filed August 18, 2022
File No. 001-36900
Dear Victoria M. Mink:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 July 13, 2023

Division of Corporation Finance

 Office of Trade &
Services

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-9303

 Attention:
Keira Nakada

 Rufus Decker

Re: Madison Square Garden Sports Corp.

Form 10-K for the Fiscal Year Ended June 30, 2022

Filed August 18, 2022

Form 10-Q for the Fiscal Quarter Ended December 31, 2022

Filed February 7, 2023

File No. 001-36900

Ladies and Gentlemen:

 This letter provides a
supplemental response to comment no. 1 in the comment letter (the “Comment Letter”) from the Staff of the Securities and Exchange Commission (the “Commission”), dated June 5, 2023, concerning the Annual Report on Form 10-K for Fiscal Year Ended June 30, 2022 (the “Form 10-K”) and Quarterly Report on Form 10-Q for the Quarterly Period Ended
December 31, 2022 (the “Form 10-Q”) of Madison Square Garden Sports Corp. (“the Company” or “MSG Sports”) following the telephone conference between representatives of the
Company and the Staff.

 For your convenience, we have set forth comment no. 1 in the Comment Letter in bold immediately followed by the
supplemental response.

 Form 10-K for Fiscal Year Ended June 30, 2022

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations

Adjusted Operating Income (Loss), page 35

1.
 Your response to comment 1 explains that the non-GAAP adjustment for
the noncash portion of arena license fees consists of the difference between the straight-line lease expense recognized under ASC 842 and cash paid throughout the year. As excluding the non-cash portion of
your operating lease cost from adjusted operating income appears to change the recognition and measurement principles required to be applied in accordance with GAAP, please provide us with additional detail explaining how you considered Question
100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations or remove this adjustment.

Company Response: In response to the Staff’s comment regarding removing the noncash portion of arena license fees in arriving at
adjusted operating income (“AOI”), the Company has reconsidered the guidance denoted in Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations
(“C&DI”), SEC Regulation S-K Item 10(e), and Regulation G. The Company respectfully advises the Staff that in future filings, the Company will not exclude the noncash portion of arena license
fees in arriving at AOI.

 * * * * *

 Should any member of the Staff have any questions or comments with respect to the enclosed
materials, please do not hesitate to contact Victoria M. Mink at (212) 631-5177.

Sincerely,

 /s/ Victoria M. Mink

Victoria M. Mink

Executive Vice President,

Chief Financial Officer and Treasurer

Madison Square Garden Sports Corp.

cc:
 Alexander Shvartsman, Madison Square Garden Sports Corp.

Robert W. Downes, Esq., Sullivan & Cromwell LLP

 2

CORRESP
1
filename1.htm

CORRESP

 June 23, 2023

Division of Corporation Finance

 Office of Trade &
Services

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-9303

Attention: Keira Nakada

 Rufus Decker

Re:
 Madison Square Garden Sports Corp.

Form 10-K for the Fiscal Year Ended June 30, 2022

Filed August 18, 2022

Form 10-Q for the Fiscal Quarter Ended December 31, 2022

Filed February 7, 2023

File No. 001-36900

Ladies and Gentlemen:

 This letter responds to
the comment letter (the “Comment Letter”) from the Staff of the Securities and Exchange Commission (the “Commission”), dated June 5, 2023, concerning the Annual Report on Form 10-K for
Fiscal Year Ended June 30, 2022 (the “Form 10-K”) and Quarterly Report on Form 10-Q for the Quarterly Period Ended December 31, 2022 (the “Form 10-Q”) of Madison Square Garden Sports Corp. (“the Company” or “MSG Sports”).

For your convenience, we have set forth the comments from your letter in bold immediately followed by the applicable responses. Unless
otherwise indicated, capitalized terms used herein have the meanings set forth in the Form 10-K or Form 10-Q, and references herein to page numbers and section headings
refer to page numbers and section headings in the Form 10-K or Form 10-Q, as noted.

Form 10-K for Fiscal Year Ended June 30, 2022

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations

Adjusted Operating Income (Loss), page 35

1.
 Your response to comment 1 explains that the non-GAAP adjustment for
the noncash portion of arena license fees consists of the difference between the straight-line lease expense recognized under ASC 842 and cash paid throughout the year. As excluding the non-cash portion of
your operating lease cost from adjusted operating income appears to change the recognition and measurement principles required to be applied in accordance with GAAP, please provide us with additional detail explaining how you considered Question
100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations or remove this adjustment.

Company Response: In response to the Staff’s comment regarding removing the noncash portion of arena license fees in arriving at
adjusted operating income (“AOI”), the Company has considered the guidance denoted in Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations
(“C&DI”), SEC Regulation S-K Item 10(e), and Regulation G, and respectfully advises the Staff that it believes that this adjustment is consistent with the
non-GAAP disclosure framework and provides investors with additional understanding of a significant related party arrangement.

 The long-term nature of the Arena License Agreements creates a material item
for investors to understand when relying upon the Company’s financial statements. We would also note that the counterparty to the Arena License Agreements is an affiliated entity (Madison Square Garden Entertainment Corp. (“MSGE”))
and therefore we believe that the presentation allows investors to understand significant related party arrangements. Therefore, applying an adjustment to reflect the non-cash component of operating lease
costs provides investors with an optimal picture of the business’ ability to generate income in excess of cash operating costs. Although the straight-line recognition under ASC 842 reduces variability in the amount of operating lease costs over
the term of the Arena License Agreements, the Company understands from investors that they focus on the Company’s actual economic operating lease costs over a shorter period of time, such as one or more reporting periods as an incremental data
point to the presentation required by ASC 842. As a result of the above, we believe that AOI includes operating expenses reflecting the time period the arena is being used by each team as well as reflecting the associated current period’s
economic resource needs. Additionally, management has historically used AOI, inclusive of the adjustment related to the non-cash portion of arena license fees, when assessing the Company’s performance and
this measure is also utilized in evaluating management compensation.

 In addition, management respectfully notes that
removing the effects of the noncash portion of arena license fees in arriving at AOI is consistent with how MSGE, the Company’s counterparty to the Arena License Agreements and a related party under common control, determines its AOI, as
disclosed in its recent filings reviewed by the Staff. Management believes that due to the related party nature of this agreement and significance of this contract to each company (which are both public registrants), the presentation of AOI with an
exclusion of this adjustment in its entirety by MSG Sports would be misleading to investors and other users of this public financial information.

Financial Statements

 Note 1. Description of Business
and Basis of Presentation

 Description of Business, page F-15

2.
 We read your response to comment 5. Please describe the key operating decisions within your business and who
makes these decisions. Additionally, describe how performance is assessed and how resources are allocated within your business. Provide examples supporting your descriptions, and specifically describe the nature of decisions made by the CODM as they
relate to the components.

 Company Response: The Company respectfully acknowledges the Staff’s comment.
The discussion below provides additional information regarding the Company’s key operating decisions, how performance is assessed, and how resources are allocated.

The Company has identified James Dolan, Executive Chairman, as the CODM. Mr. Dolan has ultimate responsibility for key operating decisions
across the Company including:

•

 Entering into significant contracts;

•

 Setting strategic objectives for the Company; and

•

 Approving annual operating budgets, including approving significant investments in team personnel, and other key
executive leadership positions.

 2

 The Company has a number of strategic performance objectives, including
increasing revenue, operating income and AOI through increased sponsorship, ticket sales, food and beverage sales and merchandise sales, among other things. Decision making with respect to MSG Sports’ strategic plans and key operating decisions
ultimately reside with Mr. Dolan, subject to Board of Directors oversight. His direct reports, including David Hopkinson, President and Chief Operating Officer, Chris Drury, President and General Manager of the New York Rangers, and Leon Rose,
President of the New York Knicks, are tasked with executing MSG Sports’ strategic plans once approved by Mr. Dolan.

Mr. Dolan regularly reviews financial results on a consolidated Company basis to assess performance and allocate resources
in alignment with the Company’s overall strategic performance objectives. Mr. Dolan has historically reviewed, and will continue to review, performance against the Company’s overall strategic goals from a qualitative perspective as it
relates to individual executive performance and compensation. Executive compensation is not based upon the performance of individual components of the Company. The Company’s incentive compensation plans, including its Long-Term Incentive Plan
(“LTIP”) and Management Performance Incentive Plan (“MPIP”), are based on a combination of (a) the Company’s consolidated performance against financial objectives (e.g. total Company consolidated revenues and AOI) and
(b) performance relative to pre-determined strategic objectives.

 The
determination of whether these financial and strategic goals are attained is determined at the end of each fiscal year by the Company’s Compensation Committee, a committee of the Company’s Board of Directors. MPIP and LTIP payouts are
based upon total Company consolidated revenue and total Company consolidated AOI, subject to certain adjustments which primarily relate to league or team operations. The final payout rates for the MPIP and LTIP plans are presented to the
Company’s Compensation Committee once approved by Mr. Dolan.

3.
 Please expand on the discussion of your organizational structure in your response to comment 5 and describe
the roles and responsibilities of direct reports to the CODM in more detail. Also, tell us the level of the CODM’s involvement in team operations, such as whether the CODM approves player contracts (e.g., contracts over a certain dollar amount
or other attribute).

 Company Response: The Company respectfully acknowledges the Staff’s comment. The
discussion below provides additional information regarding the Company’s organizational structure:

 Organizational Structure

 Three Company executives report directly to Mr. Dolan, including David Hopkinson, President and Chief
Operating Officer, Chris Drury, President and General Manager of the New York Rangers, and Leon Rose, President of the New York Knicks.

Mr. Hopkinson is responsible for executing the business strategy and overseeing all aspects of business operations across
the Company’s portfolio of assets, which includes overseeing all revenue streams and all centralized expense functions (i.e., non-team personnel related functions). Mr. Dolan routinely consults with
Mr. Hopkinson on various matters related to the Company’s strategic objectives and tactical operating decisions, outside of team operations. Mr. Hopkinson provides timely updates to Mr. Dolan on key operational matters related to
business operations. Although Mr. Hopkinson may provide input to Mr. Dolan, Mr. Dolan has ultimate responsibility, authority and final approval regarding performance evaluation and strategic resource allocation across the enterprise,
subject to Board of Directors authorization. Finally, Mr. Hopkinson’s incentive compensation is not tied to the financial results of the individual components. Rather his incentive compensation is tied to the consolidated financial results
of the Company, and achievement of Company-wide strategic goals.

 3

 Mr. Drury and Mr. Rose are responsible for team operations
including player, coaching, and medical related matters (e.g., signings, trades, compensation, etc.). While Mr. Dolan is involved in the budgeting process for team operations matters including team personnel composition and compensation,
Mr. Drury and Mr. Rose, utilizing Board-approved budget guidelines and the Company’s strategic objectives, have authority and responsibility for all team personnel decisions (including player contracts, trades, and other team
personnel transactions). Mr. Drury and Mr. Rose will consult with Mr. Dolan on material team personnel transactions. The Company noted that Mr. Drury and Mr. Rose are responsible for managing team operations under the
guidelines of the respective league collective bargaining agreements (“CBAs”). Mr. Drury and Mr. Rose are required to manage team personnel compensation in line with each CBA’s salary cap and floor requirements. In addition,
Mr. Drury and Mr. Rose are not responsible for business operations, including team revenues and other expenses not related to team operations. Finally, Mr. Drury’s and Mr. Rose’s incentive compensation are not tied to
the financial results of the components. Rather their incentive compensation is tied to the on-ice/court performance of each of the respective teams (e.g., if the team makes the playoffs).

Based upon the organizational structure discussed above, we noted that none of the individuals reporting to Mr. Dolan are
responsible for a complete component-level income statement that includes a profitability metric. Further, there are no profitability metrics at a component-level that are prepared and reviewed on a regular basis.

4.
 Please expand on the discussion of the budgeting process in your response to comment 5 and address the
following:

•

 Describe in detail how budgets are prepared;

•

 Who approves the budget at each step of the process, including who prepares and approves each of the business
operations and teams’ operations budgets before being presented to the CODM;

•

 What is included in the detailed component-level income statements used by the CODM as part of the budgeting
process, such as the level of detail, and how they are used by the CODM; and

•

 Whether component-level or other disaggregated income statements are provided to the board of directors as
part of the budgeting process.

 Company Response: The Company respectfully acknowledges the Staff’s
comment. The discussion below provides additional information regarding the Company’s annual budgeting process:

 Budgeting
Process

 The Company’s Financial Planning and Analysis team is responsible for coordinating and managing its
annual budgeting process. This group reports directly to the Company’s Executive Vice President, Chief Financial Officer and Treasurer, who reports to Mr. Hopkinson.

Each year, this group gathers information to prepare a consolidated MSG Sports operating budget. As part of the annual
budgeting process, Mr. Hopkinson’s direct reports, who manage business operations functions across all components, present their annual business operations budgets to Mr. Hopkinson. In addition, Mr. Drury and Mr. Rose prepare annual budgets for
team operations related items (e.g., team operations expenses including player compensation). The review of the budget recommendations for both business operations and team operations, as well as resources requested for execution and implementation
of the Company’s strategic initiatives, is performed by Mr. Dolan.

 4

 Although the budgeting process will involve several individuals across MSG
Sports, the final proposed budget cannot be presented to the Company’s Board of Directors without Mr. Dolan’s consent. The final proposed budget reviewed by Mr. Dolan and presented to the Company’s Board of Directors
includes component-level income statements including revenues and expenses by major discipline, and AOI on a component-level basis.

Once Mr. Dolan’s approval is received, the budget is formally presented to the Board of Directors for approval.
Mr. Dolan has a past practice of amending the proposed operating budget before it is submitted to the Board of Directors for approval.

5.
 Please describe in detail the component-level financial information provided to the CODM and board of
directors and the frequency with which it is provided (even if not regularly). Also, as the CODM uses detailed component-level income statements as part of the budgeting process, tell us whether performance against budget is assessed at the
component-level during the year, and if so, the frequency of that review. If the CODM does not review performance against budget at the level during the year, tell us why not.

Company Response: In response to the Staff’s comment, the Company respectfully advises the Staff that component-level financial
information is only provided to the CODM and Board of Directors on an annual basis as part of the annual budgeting process. While the annual budget provides information at a more granular level by component as discussed above, it is not regularly
reviewed by Mr. Dolan and is not considered to be information that is regularly reviewed by the CODM for purposes of identifying operating segments.

Throughout the year, the CODM reviews the performance against budget at the consolidated level as part of the review of the
Monthly Business Review. The Monthly Business Review includes explanations for variances in actual performance relative to the budget on a consolidated level. As part of describing significant fluctuations against budget at the consolidated level,
additional information related to component-level results or significant transactions may be described. However, component-level actual results or fluctuations against budget are not included nor are they r

United States securities and exchange commission logo
June 5, 2023
Victoria M. Mink
Executive Vice President, Chief Financial Officer and Treasurer
Madison Square Garden Sports Corp.
Two Penn Plaza
New York, NY 10121
Re:Madison Square Garden Sports Corp.
Form 10-K for Fiscal Year Ended June 30, 2022
Filed August 18, 2022
Form 10-Q for Fiscal Quarter Ended March 31, 2023
Filed May 4, 2023
Response Dated April 11, 2023
File No. 001-36900
Dear Victoria M. Mink:
            We have reviewed your April 11, 2023 response to our comment letter and 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 business days by providing the requested
information or advise 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 to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 29, 2023 letter.
Form 10-K for Fiscal Year Ended June 30, 2022
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations Results of Operations
Adjusted Operating Income (Loss), page 35
1.Your response to comment 1 explains that the non-GAAP adjustment for the non-
cash portion of arena license fees consists of the difference between the straight-line lease
expense recognized under ASC 842 and cash paid throughout the year.  As excluding
the non-cash portion of your operating lease cost from adjusted operating income appears
to change the recognition and measurement principles required to be applied in

 FirstName LastNameVictoria M. Mink
 Comapany NameMadison Square Garden Sports Corp.
 June 5, 2023 Page 2
 FirstName LastNameVictoria M. Mink
Madison Square Garden Sports Corp.
June 5, 2023
Page 2
accordance with GAAP, please provide us with additional detail explaining how you
considered Question 100.04 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations or remove this adjustment.
Financial Statements
Note 1. Description of Business and Basis of Presentation
Description of Business, page F-15
2.We read your response to comment 5.  Please describe the key operating decisions within
your business and who makes these decisions.  Additionally, describe how performance is
assessed and how resources are allocated within your business.  Provide examples
supporting your descriptions, and specifically describe the nature of decisions made by the
CODM as they relate to the components.
3.Please expand on the discussion of your organizational structure in your response to
comment 5 and describe the roles and responsibilities of direct reports to the CODM in
more detail.  Also, tell us the level of the CODM’s involvement in team operations, such
as whether the CODM approves player contracts (e.g., contracts over a certain dollar
amount or other attribute).
4.Please expand on the discussion of the budgeting process in your response to comment 5
and address the following:
•Describe in detail how budgets are prepared;
•Who approves the budget at each step of the process, including who prepares and
approves each of the business operations and teams’ operations budgets before being
presented to the CODM;
•What is included in the detailed component-level income statements used by the
CODM as part of the budgeting process, such as the level of detail, and how they are
used by the CODM; and
•Whether component-level or other disaggregated income statements are provided to
the board of directors as part of the budgeting process.
5.Please describe in detail the component-level financial information provided to the
CODM and board of directors and the frequency with which it is provided (even if not
regularly).  Also, as the CODM uses detailed component-level income statements as part
of the budgeting process, tell us whether performance against budget is assessed at the
component-level during the year, and if so, the frequency of that review.  If the CODM
does not review performance against budget at the level during the year, tell us why not.
6.Your response to comment 5 states in part that “the Weekly Report may contain certain
revenue and AOI for individual events and year to date” and lists certain direct expenses
included in AOI.  Please tell us and quantify what “certain revenue” represents and what
revenues are excluded.  Also, tell us and quantify what revenue and cost information
comprises AOI, whether the “year to date” information is provided for each component or
on a different basis, and whether AOI, as presented in the Weekly Report, is consistent

 FirstName LastNameVictoria M. Mink
 Comapany NameMadison Square Garden Sports Corp.
 June 5, 2023 Page 3
 FirstName LastName
Victoria M. Mink
Madison Square Garden Sports Corp.
June 5, 2023
Page 3
with the consolidated adjusted operating income non-GAAP measure disclosed in your
Form 10-K.  Additionally, describe in further detail and quantify the significant expenses
referenced in your response as being excluded from the Weekly Report, including team
personnel expenses, travel, and others.  Clarify whether these significant expenses are
reviewed at a component or other lower-level basis throughout the year, and if not, tell us
why not.
7.Please tell us what component-level information is provided in your Monthly Business
Review package, if any.
Form 10-Q for Fiscal Quarter Ended March 31, 2023
Financial Statements
Note 12. Benefit Plans
Executive Deferred Compensation Plan, page 22
8.We read your response to comment 7.  Please disclose your different accounting
policies for securities held inside and outside of the trust.  In doing so, disclose that you
account for equity securities held in the trust as trading account securities and purchases
and sales of these trading account securities are shown in operating activities in your
statement of cash flows, while equity securities held outside of the trust are not trading
account securities and their purchases and sales are shown in investing activities, if true.
Refer to ASC 230-10-45-12(b) and 45-13(b), ASC 230-10-45-18 and 45-19 and ASC 255-
10-55-2.
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 April 11, 2023

Division of Corporation Finance

 Office of Trade &
Services

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-9303

 Attention:
Keira Nakada

      Rufus Decker

Re:
 Madison Square Garden Sports Corp.

Form 10-K for the Fiscal Year Ended June 30, 2022

Filed August 18, 2022

Form 10-Q for the Fiscal Quarter Ended December 31, 2022

Filed February 7, 2023

File No. 001-36900

Ladies and Gentlemen:

 This letter responds to
the comment letter (the “Comment Letter”) from the Staff of the Securities and Exchange Commission (the “Commission”), dated March 29, 2023, concerning the Annual Report on Form 10-K
for Fiscal Year Ended June 30, 2022 (the “Form 10-K”) and Quarterly Report on Form 10-Q for the Quarterly Period Ended December 31, 2022 (the “Form 10-Q) of Madison Square Garden Sports Corp. (“the Company”).

 For your convenience, we have
set forth the comments from your letter in bold immediately followed by the applicable responses. Unless otherwise indicated, capitalized terms used herein have the meanings set forth in the Form 10-K or Form 10-Q, and references herein to page numbers and section headings refer to page numbers and section headings in the Form 10-K or Form
10-Q, as noted.

 Form 10-K for Fiscal Year Ended
June 30, 2022

 Adjusted Operating Income (Loss), page 35

1.
 Please tell us how you determined that removing the effects of deferred rent in arriving at adjusted
operating income does not substitute individually-tailored recognition and measurement methods for GAAP. Alternatively, no longer include this adjustment. Refer to Question 100.04 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.

 Company Response: In response to the Staff’s comment
regarding removing deferred rent in arriving at adjusted operating income (“AOI”), we respectfully provide the following information for the supplemental information of the Staff:

The deferred rent amount removed in arriving at AOI relates to the arena license agreements (the “Arena License
Agreements”) with Madison Square Garden Entertainment Corp. (“MSG Entertainment”), which include fees charged by MSG Entertainment for the use of The Madison Square Garden Arena (“The Garden”) by the Knicks and Rangers (the
“Teams”) and include the terms outlining the fees paid by each Team to MSG Entertainment during such use as well as the services to

be provided by The Garden during the Teams’ periods of use and any revenue sharing provisions related to these services. The Arena License Agreements were executed in April 2020, have 35-year terms and stipulate an initial annual license fee in the first year, which then increases by 3% in each subsequent year. The Arena License Agreements were deemed to contain an operating lease under Financial
Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 842, Leases (“ASC 842”) (with the Company as a lessee), which requires operating lease costs from the lease component to be recognized on a
straight-line basis, including the 3% fixed annual increase, over the 35-year term. The non-cash portion of arena license fees charged by MSG Entertainment consist of
the difference between the straight-line lease expense recognized under ASC 842 for the respective year and the cash paid throughout the year in twelve equal installments.

In response to the Staff’s comment, the Company proposes to include a footnote appearing below the AOI reconciliation
table in its future filings that will describe this adjustment as follows:

•

 “This adjustment represents the non-cash portion of operating lease
costs related to the Company’s Arena License Agreements with MSG Entertainment. Pursuant to GAAP, recognition of operating lease costs is recorded on a straight-line basis over the term of the agreement based upon the value of total future
payments under the arrangement. As a result, operating lease costs is comprised of a contractual cash component plus or minus a non-cash component for each period presented. Operating income on a GAAP basis
includes operating lease costs of (i) $[XX] of expense paid in cash and (ii) a non-cash portion of $[XX] for the year ended June 30, 20XX, respectively.”

The Company has considered the guidance denoted in Question 100.04 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations (“C&DI”), SEC Regulation S-K Item 10(e), and Regulation G, and respectfully advises the Staff that it believes that this adjustment is
not inconsistent with the non-GAAP disclosure framework for the reasons discussed herein. The Company believes that the inclusion in AOI of an adjustment for non-cash
operating lease costs assists management, investors, and analysts in assessing the performance of the Company in a manner consistent with the contractual arrangement in place with MSG Entertainment. The Company respectfully advises the Staff that,
for the reasons described in more detail below, it believes that supplementally presenting the non-cash portion of operating lease costs as an adjustment to AOI is useful to investors in evaluating the
Company’s performance on a period-to-period basis.

As noted above, the Company is the lessee in 35-year Arena License Agreements with MSG
Entertainment. These agreements contain an escalation clause that results in higher cash operating lease costs in the later periods of the term as opposed to at inception; however, the associated operating lease cost is recognized in the
Company’s statements of operations based on a straight-line calculation over the life of the agreements. Accordingly, adjustments for non-cash operating lease costs increase AOI in the earlier years of
these agreements. In the later years of these agreements, the trend reverses, and cash operating lease costs will exceed straight-line operating lease costs. Management will present this adjustment consistently for all periods regardless of whether
it is beneficial to AOI or not, which we believe complies with C&DI Question 100.02.

 The long-term nature of the Arena
License Agreements creates a material item for investors to understand when relying upon the Company’s financial statements. Management has historically used AOI, inclusive of the adjustment related to the
non-cash portion of arena license fees, when assessing the Company’s performance. Therefore, if the Company does not apply an adjustment to reflect the non-cash
component of operating lease costs, investors could be left with a suboptimal picture of the business’ ability to generate income in excess of cash operating costs. Although the straight-line recognition under ASC 842 reduces variability in the
amount of operating lease costs over the term of the Arena License Agreements, the Company understands that investors focus on the Company’s actual economic operating lease costs over a shorter period of time, such as one or more reporting
periods as an incremental data point to the presentation required by ASC 842.

 2

 The Company believes that AOI, which is a measure of the Company’s
ongoing core operating performance, supplements the investors’ understanding of its operating performance by excluding the non-cash portion of operating lease cost, which is not indicative of the
Company’s actual operating lease expense structure as it exists over such reporting period being evaluated by investors. The Company believes that the inclusion in the AOI calculation of the amount and direction of the adjustment for the non-cash portion of operating lease costs in each period will not be used in isolation by investors, but rather will supplement the Company’s financial statement disclosures and management’s discussion and
analysis of financial condition and results of operations.

 Finally, the Company believes that providing this incremental
disclosure will also be helpful to investors in future years. When the adjustment to AOI turns neutral or negative, investors will have a more complete understanding of the inflationary impact associated with contractual increases in operating lease
costs. This supplemental information will enhance investors’ ability to evaluate the Company’s recognition of expense in an amount that may be more or less than actual cash paid.

While management notes that the long-term nature of these agreements creates a noteworthy and important data point for the
relevance of the above-described adjustment, the Company also considered several other relevant pieces of guidance which we believe support the presentation in the Company’s AOI reconciliation. Please refer to the below list for further
details:

•

 As disclosed in the Company’s most recent annual meeting proxy statement, senior management of the company
is compensated based upon a ratio that includes, and weights materially, AOI performance (inclusive of the adjustment related to the non-cash portion of arena license fees) of the Company on a consolidated
basis. Management considered the guidance of SEC Regulation S-K Item 402, Instruction 5 when evaluating the non-cash portion of arena license fees adjustment.

•

 “Disclosure of target levels that are non-GAAP financial measures
will not be subject to Regulation G and Item 10(e) of Regulation S-K; however, disclosure must be provided as to how the number is calculated from the registrant’s audited financial statements.”

•

 Management respectfully notes that removing the effects of deferred rent in arriving at AOI is consistent with
how MSG Entertainment, the Company’s counterparty to the Arena Lease Agreements, determines its AOI.

 3

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations

 Selling, General and Administrative Expenses, page 35

2.
 Please separately quantify each of the factors attributable to the increase in the selling, general and
administrative expenses. In addition, discuss the underlying reasons for the increases in these factors and, in light of the increase in your operating activities as demonstrated by the increases in revenues and direct operating expenses, explain
why the rate of increase in selling, general and administrative expenses was substantially less. Refer to Item 303 of Regulation S-K.

Company Response: In response to the Staff’s comment, in future filings, the Company will revise the disclosure and will separately
quantify each of the factors attributable to the increase/decrease in the selling, general and administrative expenses, including the underlying reasons for such increases and/or decreases. The information provided below reflects an updated sample
disclosure showing what the Company plans to disclose in future filings and reflects discussion of the increase in the selling, general and administrative expenses for the year ended June 30, 2022, as compared to the year ended June 30,
2021.

 Selling, general and administrative expenses primarily consist of (i) administrative costs, including
compensation, professional fees, costs under the Company’s services agreement with MSG Entertainment, (ii) fees related to the Company’s sponsorship sales and service representation agreements, and (iii) sales and marketing
costs. Selling, general and administrative expenses generally do not fluctuate in line with changes in the Company’s revenues and direct operating expenses given these expenses are largely contractual or fixed nature, except for certain
expenses described below.

 Selling, general and administrative expenses for the year ended June 30, 2022 increased
$22,968, or 11%, to $229,668 as compared to the prior year primarily due to (i) higher marketing costs of $8,217 primarily as a result of the shortened NBA and NHL 2020-21 regular season schedules in the
prior year, as well as the elimination of government mandated assembly restrictions at The Garden that were in place during the prior year, (ii) higher playoff related expenses of $4,632 primarily due to the Rangers playing ten home playoff
games in the current year as compared to the Knicks playing three home playoff games in the prior year, (iii) higher fees related to the Company’s sponsorship sales and service representation agreements with MSG Entertainment of $3,750, as
a result of the shortened NBA and NHL 2020-21 regular season schedules in the prior year, as well as the elimination of government mandated assembly restrictions at The Garden that were in place during the
prior year, (iv) higher costs related to the Company’s services agreement with MSG Entertainment of $2,211 and (v) higher other general and administrative expenses. These increases were partially offset by lower employee compensation
and related benefits, of $2,636, including the absence of severance related to team executives incurred in the prior year. As noted above, the Company’s selling, general and administrative expenses generally do not fluctuate in line with
changes in the Company’s revenues and direct operating expenses. This trend was more evident during the fiscal year ended June 30, 2022, as compared to the prior year, with the rate of increase in selling, general and administrative
expenses being substantially less than the increases in revenues and direct operating expenses which were primarily driven by the shortened NBA and NHL 2020-21 regular season schedules in the prior year, as
well as due to the elimination of government mandated assembly restrictions at The Garden that were in place during the prior year.

 Liquidity and
Capital Resources

 Cash Flow Discussion, page 38

3.
 Your presentation of the subtotal of net income (loss) and adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities appears to be a non-GAAP measure. Please either remove this subtotal or provide the disclosures required by Item 10(e) of Regulation S-K.

 Company Response: In the response to the Staff’s comment, the
Company respectfully advises that, in its most recently filed Form 10-Q for the fiscal quarter ended December 31, 2022, the Company eliminated the subtotal of net income (loss) and adjustments to
reconcile net income (loss) to net cash provided by (used in) operating activities. The Company further advises the Staff that it will not include the subtotal of net income (loss) and adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities in future filings.

 4

 Operating Activities, page 38

4.
 Please revise your analysis of cash flow changes to explain the business reasons for material changes
between periods in your operating cash flows. For example, discuss the underlying business reasons for material changes in each of these line items between periods:

•

 Accounts receivable, net,

•

 Net related parties receivables,

•

 Prepaid expenses and other assets,

•

 Accrued and other liabilities and

•

 Deferred revenue.

Refer to Item 303(b) of Regulation S-K.

Company Response: In response to the Staff’s comment, in future filings, the Company will revise the disclosure to provide
additional information for the business reasons for material changes between periods in the Company’s operating cash flows. The information provided below reflects an updated sample disclosure showing what the Company plans to disclose in
future filings.

 Operating Activities

Net cash provided by operating activities for the year ended June 30, 2022 was $178,056 as compared to net cash used in
operating activities in the prior year of $35,326. This was primarily due to the increase in net income adjusted for non-cash items and, to a lesser extent, changes in working capital assets and liabilities
driven by the COVID-19 pandemic in the prior year. The changes in working capital assets and liabilities were primarily driven by (i) a decrease in Accounts receivable, net of $93,576 primarily as a
result of the collection of league related receivables, includ

United States securities and exchange commission logo
March 29, 2023
Victoria M. Mink
Executive Vice President, Chief Financial Officer and Treasurer
Madison Square Garden Sports Corp.
Two Penn Plaza
New York, NY 10121
Re:Madison Square Garden Sports Corp.
Form 10-K for the Fiscal Year Ended June 30, 2022
Filed August 18, 2022
Form 10-Q for the Fiscal Quarter Ended December 31, 2022
Filed February 7, 2023
File No. 001-36900
Dear Victoria M. Mink:
            We have reviewed your filings and 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 business days by providing the requested
information or advise 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 to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2022
Adjusted Operating Income (Loss), page 35
1.Please tell us how you determined that removing the effects of deferred rent in arriving at
adjusted operating income does not substitute individually-tailored recognition and
measurement methods for GAAP.  Alternatively, no longer include this adjustment.  Refer
to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.

 FirstName LastNameVictoria M. Mink
 Comapany NameMadison Square Garden Sports Corp.
 March 29, 2023 Page 2
 FirstName LastNameVictoria M. Mink
Madison Square Garden Sports Corp.
March 29, 2023
Page 2
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Selling, General and Administrative Expenses, page 35
2.Please separately quantify each of the factors attributable to the increase in the selling,
general and administrative expenses.  In addition, discuss the underlying reasons for the
increases in these factors and, in light of the increase in your operating activities as
demonstrated by the increases in revenues and direct operating expenses, explain why the
rate of increase in selling, general and administrative expenses was substantially less.
Refer to Item 303 of Regulation S-K.
Liquidity and Capital Resources
Cash Flow Discussion, page 38
3.Your presentation of the subtotal of net income (loss) and adjustments to reconcile net
income (loss) to net cash provided by (used in) operating activities appears to be a non-
GAAP measure. Please either remove this subtotal or provide the disclosures required by
Item 10(e) of Regulation S-K.
Operating Activities, page 38
4.Please revise your analysis of cash flow changes to explain the business reasons for
material changes between periods in your operating cash flows.  For example, discuss the
underlying business reasons for material changes in each of these line items between
periods:
•Accounts receivable, net,
•Net related parties receivables,
•Prepaid expenses and other assets,
•Accrued and other liabilities and
•Deferred revenue.
Refer to Item 303(b) of Regulation S-K.
Financial Statements
Note 1. Description of Business and Basis of Presentation
Description of Business, page F-15
5.You state that you operate and report financial information in one segment and
your CODM reviews total company operating results to assess overall performance and
allocate resources.  Please tell us in detail how you concluded you have a single operating
and reportable segment and it is your total company.  In doing so, please also discuss:
•how the CODM goes about allocating resources, assessing operating performance
and making key operating decisions using only total company operating results (and
not lower level results),
•your management structure from the top down to the sports team level, including
each person's roles and responsibilities,

 FirstName LastNameVictoria M. Mink
 Comapany NameMadison Square Garden Sports Corp.
 March 29, 2023 Page 3
 FirstName LastName
Victoria M. Mink
Madison Square Garden Sports Corp.
March 29, 2023
Page 3
•how budgets are prepared, who reviews and approves them, at what lower levels
(e.g., sports team) they are prepared and the frequency,
•whether lower level financial information is reviewed by the CODM and/or Board
and, if so, describe what it is and how often it is reviewed, and
•whether any managers are compensated based upon the performance of lower levels
of the company and, if so, tell us who and explain how it works.
Refer to ASC 280-10-05-3 and paragraphs 50-1 and 50-6 through 50-9 of ASC 280-10-50.
Form 10-Q for the Fiscal Quarter Ended December 31, 2022
Financial Statements
Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2022
and 2021, page 3
6.Income (loss) from operations before income taxes includes various non-operating income
and expenses discussed in paragraphs 7 through 9 of Rule 5-03 of Regulation S-X.
Accordingly, please retitle this line item here and in your other filings to better reflect
what it actually represents.
Note 12. Benefit Plans
Executive Deferred Compensation Plan, page 21
7.Please provide us with a reconciliation of the change in the non-current assets balance
from June 30, 2022 to December 31, 2022.  In doing so, show purchases and sales of trust
investments separately.  Also, tell us whether the purchases and sales of the investments
held in the trust are shown as investing activities in your statement of cash flows.  Refer to
ASC 230-10-45-11 through 45-13.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
September 1 5, 2015

David O’Connor
Chief Executive Officer
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 O’Connor :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequ acy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

cc: John  Mead
 Sullivan & Cromwell LLP

CORRESP
1
filename1.htm

Acceleration Request

 September 11, 2015

VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporate Finance

 100 F.
Street, N.E.

 Washington, D.C. 20549

 Re:

 MSG Spinco, Inc.

 Form 10-12B

File No. 001-36900

 Ladies and Gentlemen:

In accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), MSG Spinco, Inc.
(the “Company”) hereby respectfully requests that the effective date of its Registration Statement on Form 10 (Commission File No. 001-36900) be accelerated by the Securities and Exchange Commission (the “Commission”)
to 5:00 p.m., Eastern Standard Time, on September 15, 2015, or as soon thereafter as practicable.

 The Company hereby confirms that it is aware of its
obligations under the Act. In addition, the Company acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform John P. Mead
at (212) 558-3764, with written confirmation sent by facsimile to (212) 291-9098 and by mail to the address listed on the cover of the Registration Statement.

* * *

 Sincerely,

MSG SPINCO, INC.

By

/s/ Lawrence J. Burian

Name:

Lawrence J. Burian

Title:

Executive Vice President, General Counsel & Secretary

CORRESP
1
filename1.htm

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:

 -2-

 “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]):

 -3-

•

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.

 -4-

•

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

 -5-

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

May 22, 201 5

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

Re: MSG Spinco, Inc.
 Amendment No. 1 to Form 10-12B
Filed May 8 , 2015
File No. 001 -36900

Dear Mr. Dolan :

We have reviewed  your amended filing  and 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 review ing your response and any amendment you may file in response to these
comments, we may have additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our April 23, 2015 letter .

Form 10

Item 15. Financial Statemen ts 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 receive d 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 .

James L. Dolan
MSG Spinco, Inc.
May 22, 201 5
Page 2

 Exhibit 99.1

Management’s Discussion and Analysis , page 62

Critical Accounting Policies , page 107

Goodwill, page 107

2. Pleas e 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
aggrega te 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.

Combined Financial Statements

Combined Statements of Operations, page F -4

3. We note that you earn revenue from ticketing, concessions and merchandising, licensing
and rentals among other revenue streams; however, your statements of operations reflect
only revenues in the aggregate.  In this regard, please tel l how you considered the
guidance outlined in Rule 5 -03(b)(1) of Regulation S -X and why you believe your
presentation of revenues in the aggregate is appropriate.  Alternatively, please revise to
comply by stating separately net sales from tangible product s, services, rentals, and other
revenues.  Should you revise your revenue presentation, costs of revenues should also be
revised to comply with Rule 5 -03(b)(2) of Regulation S -X.

Notes to Combined Financial Statements

Note 18: Segment Information, page F -43

4. We note your response to prior comment 23 that the difference are due to the
methodology used with regard to shared costs historically incurred by MSG and allocated
to its three historical segments.  In this regard, please provide a reconciliation of the
differences in AOCF and operating income between MSG’s historical Sports and
Entertainment segments and your reportable segments.  For each reconciling item, please
include the nature of the shared cost historically incurred by MSG and/or MSG’s
histori cal Sports and Entertainment segments that were included or excluded for purposes
of your carve out financial statements and why you believe your treatment was
appropriate.

James L. Dolan
MSG Spinco, Inc.
May 22, 201 5
Page 3

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

CORRESP
1
filename1.htm

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.

 -4-

 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.

 -5-

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

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