UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 
FORM 8-K
 
  CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2015  
 
MSG NETWORKS INC.
(Exact name of registrant as specified in its charter)  
 
 
 
 
 
 
Delaware
 
1-34434
 
27-0624498
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
 
 
 
 
 
11 Penn Plaza,
New York, NY
 
10001
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (212) 465-6400

The Madison Square Garden Company
Two Pennsylvania Plaza
New York, NY 10121
(Former name or former address, if changed since last report)
 
 
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 




TABLE OF CONTENTS
Item 2.01
 
Completion of Acquisition or Disposition of Assets
Item 5.03
 
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 9.01
 
Financial Statements and Exhibits
SIGNATURES
 
 
EX-3.1
 
 
EX-99.1
 
 







Item 2.01
Completion of Acquisition or Disposition of Assets

On September 30, 2015 , MSG Networks Inc. (formerly The Madison Square Garden Company, and referred to herein as the “Registrant”) distributed all of the outstanding common stock of The Madison Square Garden Company (formerly MSG Spinco, Inc., and referred to herein as “MSG”) to its stockholders (the “Distribution”). MSG owns, directly or indirectly, the sports and entertainment businesses previously owned and operated by the Registrant, owns, leases or operates the arenas and other venues previously owned, leased or operated by the Registrant and owns the joint venture interests previously owned by the Registrant. In the Distribution, each holder of the Registrant’s Class A common stock, par value $0.01 per share, of record as of the close of business, New York City time, on September 21, 2015 (the “Record Date”), received one share of MSG Class A common stock, par value $0.01 per share, for every three shares of the Registrant’s Class A common stock held on the Record Date. Each record holder of the Registrant’s Class B common stock, par value $0.01 per share, received one share of MSG Class B common stock, par value $0.01 per share, for every three shares of the Registrant’s Class B common stock held on the Record Date.

Subsequent to the Distribution, the Registrant will no longer include the financial results of MSG’s sports and entertainment businesses, arenas and other venues and joint ventures for the purpose of its own financial reporting. After the date of the Distribution, the historical financial results of MSG will be reflected in the consolidated financial statements of the Registrant as discontinued operations for all periods presented through the Distribution date, beginning with the financial statements to be filed for the quarter ended September 30, 2015. Filed as Exhibit 99.1 to this Current Report on Form 8-K are the unaudited pro forma consolidated balance sheet of the Registrant as of June 30, 2015 and the unaudited pro forma condensed consolidated statements of operations of the Registrant for the years ended June 30, 2015, 2014 and 2013, in each case giving effect to the Distribution.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 30, 2015, the Registrant filed with the Secretary of State of the State of Delaware an amendment (“the Amendment”) to its amended and restated certificate of incorporation to change its name from The Madison Square Garden Company to MSG Networks Inc. effective as of 11:59 p.m. on September 30, 2015. The Registrant amended its by-laws to change its name from The Madison Square Garden Company to MSG Networks Inc. effective 11:59 p.m. on September 30, 2015 (the “Amended By-Laws”).
The above description is qualified in its entirety by reference to the Amendment and the Amended By-Laws, which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.
Item 9.01
Financial Statements and Exhibits

(b)    Pro Forma Financial Information

The unaudited pro forma consolidated balance sheet of the Registrant as of June 30, 2015 and the unaudited pro forma condensed consolidated statements of operations of the Registrant for the years ended June 30, 2015, 2014 and 2013 are filed as Exhibit 99.1 to this Current Report on Form 8-K.

(d)    Exhibits
3.1

Amendment to the Amended and Restated Certificate of Incorporation of MSG Networks Inc., dated September 30, 2015.
3.2
Amended By-Laws of MSG Networks Inc.
99.1
Unaudited pro forma consolidated balance sheet of MSG Networks Inc. as of June 30, 2015 and the unaudited pro forma condensed consolidated statements of operations of MSG Networks Inc. for the years ended June 30, 2015, 2014 and 2013.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
MSG NETWORKS INC.
 
 
 
 
By:  
/s/    Bret Richter
 
 
Name:  
Bret Richter
 
 
Title:  
Executive Vice President and Chief Financial Officer
 
 
Dated: October 6, 2015





Exhibit 3.1


C ERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THE MADISON SQUARE GARDEN COMPANY
Pursuant to Section 242 of
The General Corporation Law of the State of Delaware

The Madison Square Garden Company, a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Corporation”), hereby certifies as follows:
1. Article FIRST of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below:
     “FIRST. The name of this corporation (hereinafter called the “ Corporation ”) is MSG Networks Inc.”
2. This Certificate of Amendment of Amended and Restated Certificate of Incorporation shall become effective at 11:59 p.m. on September 30, 2015.

3. This Certificate of Amendment of Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, The Madison Square Garden Company has caused this certificate to be signed by Lawrence J. Burian, its Executive Vice President, General Counsel and Secretary, on the 30 th  day of September, 2015.
 
 
 
 
 
 
THE MADISON SQUARE GARDEN COMPANY
 
 
 
By:  
/s/ Lawrence J. Burian
 
 
 
Name:  
Lawrence J. Burian
 
 
 
Title:  
Executive Vice President, General Counsel and Secretary 
 
 




Exhibit 3.2

AMENDED BY-LAWS
OF
MSG NETWORKS INC.
(A DELAWARE CORPORATION)
AMENDED SEPTEMBER 30, 2015











MSG NETWORKS INC.
BY-LAWS
TABLE OF CONTENTS
Page
Article I Stockholders
1
1. Certificates; Uncertificated Shares    1
2. Fractional Share Interests    2
3. Stock Transfers    2
4. Record Date for Stockholders    2
5. Meaning of Certain Terms    3
6. Stockholder Meetings    3
Article II Directors 7
1. Functions and Definitions    7
2. Qualifications and Number    7
3. Election and Term    7
4. Meeting    7
5. Removal of Directors    8
6. Action in Writing    9
7. Executive Committee    9
8. Other Committees    10
Article III Officers 10
1. Executive Officers    10
2. Term of Office; Removal    10
3. Authority and Duties    10
4. The Chairman    10
Article IV Voting of Stock in Other Companies 11
Article V Corporate Seal and Corporate Books 11
Article VI Fiscal Year 11
Article VII Control over By-Laws 11
Article VIII Indemnification 11













AMENDED BY-LAWS
OF
MSG NETWORKS INC.
(A DELAWARE CORPORATION)

ARTICLE I

STOCKHOLDERS
1.      Certificates; Uncertificated Shares . The shares of stock in the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation's stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate theretofore issued until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, to the extent, if any, required by applicable law, every holder of stock in the corporation represented by a certificate shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman, the Chief Executive Officer or Vice Chairman, if any, or by the President, if any, or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation certifying the number of shares owned by him in the corporation. If such certificate is countersigned by a transfer agent other than the corporation or its employee or by a registrar other than the corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required by law to be set forth or stated on certificates or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

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The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate.
2.      Fractional Share Interests. The corporation may, but shall not be required to, issue fractions of a share. In lieu thereof it shall either pay in cash the fair value of fractions of a share, as determined by the Board of Directors, to those entitled thereto or issue scrip or fractional warrants in registered form, either represented by a certificate or uncertificated, or bearer form over the manual or facsimile signature of an officer of the corporation or of its agent, exchangeable as therein provided for full shares, but such scrip or fractional warrants shall not entitle the holder to any rights of a stockholder except as therein provided. Such scrip or fractional warrants may be issued subject to the condition that the same shall become void if not exchanged for certificates representing full shares of stock or uncertificated full shares of stock before a specified date, or subject to the condition that the shares of stock for which such scrip or fractional warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of such scrip or fractional warrants, or subject to any other conditions which the Board of Directors may determine.
3.      Stock Transfers. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfer of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by such holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.
4.      Record Date for Stockholders. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the directors may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this paragraph, such determination

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shall apply to any adjournment thereof; provided , however , that the Board of Directors may fix a new record date for the adjourned meeting.

5.      Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided , however , that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, including any Preferred Stock which is denied voting rights under the provisions of the resolution or resolutions adopted by the Board of Directors with respect to the issuance thereof.
6.      Stockholder Meetings.
Time . The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors. A special meeting shall be held on the date and at the time fixed by the directors.
Place . Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.
Call . Annual meetings and special meetings may be called by the Board of Directors only.
Notice or Waiver of Notice . Notice of all meetings shall be given, stating the place, date, and hour of the meeting. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state such other action or actions as are known at the time of such notice. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. If any action is proposed to be taken which would, if taken, entitle stockholders to receive payment for their shares of stock, the notice shall include a statement of that purpose and to that effect. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail or in such other manner as may be permitted by the General Corporation Law, not less than ten days

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nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at such stockholder’s record address or at such other address which he may have furnished for such purpose in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereof prepaid, in the United States mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice before or after the time stated therein. Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.
Stockholder List . There shall be prepared and made, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.
Conduct of Meeting . Meetings of the stockholders shall be presided over by one of the following officers in the order or seniority and if present and acting, the Chairman, if any, the Chief Executive Officer, if any, a Vice Chairman, if any, the President, if any, a Vice President, a chairman for the meeting chosen by the Board of Directors, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his or her absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the chairman for the meeting shall appoint a secretary of the meeting. The presiding officer shall: call the meeting to order; determine when proxies must be filed with the secretary of the meeting; open the polls, establish the time period for which polls remain open and close the polls; decide who may address the meeting and generally determine the order of business and time for adjournment of the meeting. The presiding officer shall also maintain proper and orderly conduct, and shall take all means reasonably necessary to prevent or cease disruptions, personal attacks or inflammatory remarks at the meeting. In addition to the powers and duties specified herein, the presiding officer shall have the authority to make all other determinations necessary for the order and proper conduct of the meeting.

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Proxy Representation . Every stockholder may authorize another person or persons to act for such stockholder by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting or voting or participating at a meeting. Such authorization may take any form permitted by the General Corporation Law. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.
Inspectors and Judges . The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment thereof. If an inspector or inspectors or judge or judges are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges. In case any person who may be appointed as an inspector or judge fails to appear or act, the vacancy may be filled by appointment made by the person presiding thereat. Each inspector or judge, if any, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector or judge at such meeting with strict impartiality and according to the best of his or her ability. The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or ballots, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes or ballots, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make a report in writing of any challenge, question or matter determined by such inspector(s) and execute a certificate of any fact found by such inspector(s).
Quorum . Except as the General Corporation Law or these by-laws may otherwise provide, the holders of a majority of the votes represented by the outstanding shares of stock entitled to vote shall constitute a quorum at a meeting of stockholders for the transaction of any business; provided , however , that if the certificate of incorporation or the General Corporation Law provides that voting on a particular action is to be by class, a majority of the votes represented by the outstanding shares of stock of such class shall constitute a quorum at a meeting of stockholders for the authorization of such action. The stockholders present may adjourn the meeting despite the absence of a quorum. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholders.
Voting . Except as otherwise provided in these by-laws, the certificate of incorporation or, with respect to Preferred Stock, the resolution or resolutions of the Board of Directors providing for the issuance thereof, and except as otherwise provided by the General Corporation Law, at every meeting of the stockholders, each stockholder entitled to vote at such meeting shall be entitled to the number of votes as specified, and to the extent provided for, in the certificate of incorporation or, with respect to Preferred Stock, the resolution or resolutions of the Board of Directors providing for the issuance thereof, in person or by proxy, for each share of

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stock entitled to vote held by such stockholder. In the election of directors, a plurality of the votes cast by each class of stock, voting separately as a class, shall elect the directors that such class is authorized to elect as specified, and to the extent provided for, in the certificate of incorporation. Any other action shall be authorized by a majority of the votes cast except where the certificate of incorporation or the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power. Voting by ballot shall not be required for corporate action except as otherwise provided by the General Corporation Law.
Advance Notice of Stockholder Proposals . At any annual or special meeting of stockholders, proposals by stockholders and persons nominated for election as directors by stockholders shall be considered only if advance notice thereof has been timely given as provided herein. Notice of any proposal to be presented by any stockholder or of the name of any person to be nominated by any stockholder for election as a director of the corporation at any meeting of stockholders shall be given to the Secretary of the corporation not less than 60 nor more than 90 days prior to the date of the meeting; provided , however , that if the date of the meeting is publicly announced or disclosed less than 70 days prior to the date of the meeting, such notice shall be given not more than ten days after such date is first so announced or disclosed. No additional public announcement or disclosure of the date of any annual meeting of stockholders need be made if the corporation shall have previously disclosed, in these by-laws or otherwise, that the annual meeting in each year is to be held on a determinable date, unless and until the Board of Directors determines to hold the meeting on a different date. Any stockholder who gives notice of any such proposal shall deliver therewith the text of the proposal to be presented and a brief written statement of the reasons why such stockholder favors the proposal and setting forth such stockholder’s name and address, the number and class of all shares of each class of stock of the corporation beneficially owned by such stockholder and any material interest of such stockholder in the proposal (other than as a stockholder). Any stockholder desiring to nominate any person for election as a director of the corporation shall deliver with such notice a statement in writing setting forth the name of the person to be nominated, the number and class of all shares of each class of stock of the corporation beneficially owned by such person, the information regarding such person required by Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation subsequently adopted by the Securities and Exchange Commission applicable to the corporation), such person’s signed consent to serve as a director of the corporation if elected, such stockholder’s name and address and the number and class of all shares of each class of stock of the corporation beneficially owned by such stockholder. As used herein, shares “beneficially owned” shall mean all shares as to which such person, together with such person’s affiliates and associates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934), may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities and Exchange Act of 1934, as well as all shares as to which such person, together with such person’s affiliates and associates, has the right to become the beneficial owner pursuant to any agreement or understanding, or upon the exercise of warrants, options or rights to convert or exchange (whether such rights are exercisable immediately or only after the passage of time or the occurrence of conditions). The person presiding at the meeting shall determine whether such notice has been duly given and shall direct that proposals and nominees not be considered if such notice has not been given.

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ARTICLE II

DIRECTORS
1.      Functions and Definitions. The business of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The use of the phrase “whole Board of Directors” herein refers to the total number of directors which the corporation would have if there were no vacancies.
2.      Qualifications and Number. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors shall consist of 11 persons. Thereafter the number of directors constituting the whole Board of Directors shall be at least three. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the Board of Directors only, or, if the number is not fixed, the number shall be 11.
3.      Election and Term. The first Board of Directors shall be elected by the incorporator and shall hold office until the next election of the class for which such directors have been chosen and until their successors have been elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office for the term of the class for which such directors shall have been chosen and until their successors have been elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, any vacancy in the Board of Directors may be filled as provided in the certificate of incorporation.
4.      Meeting.
Time . Meetings shall be held at such time as the Board of Directors shall fix.
First Meeting . The first meeting of each newly elected Board of Directors may be held immediately after each annual meeting of the stockholders at the same place at which the annual meeting of stockholders is held, and no notice of such meeting shall be necessary, provided a quorum shall be present. In the event such first meeting is not so held immediately after the annual meeting of the stockholders, it may be held at such time and place as shall be specified in the notice given as hereinafter provided for special meetings of the Board of Directors, or at such time and place as shall be fixed by the consent in writing of all of the directors.
Place . Meetings, both regular and special, shall be held at such place within or without the State of Delaware as shall be fixed by the Board of Directors.

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Call . No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman, if any, a Vice Chairman, if any, the Chief Executive Officer, or the President, if any, or of a majority of the directors in office.
Notice or Actual or Constructive Waiver . No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, electronic or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any director who signs a written waiver of such notice before or after the time stated therein.
Attendance of a director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Quorum and Action . A majority of the whole Board of Directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum; provided, however, that such majority shall constitute at least one-third (1/3) of the whole Board of Directors. Any director may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear each other, and such participation in a meeting of the Board of Directors shall constitute presence in person at such meeting. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law or the certificate of incorporation, the act of the Board of Directors shall be the act by vote of a majority of the directors present at a meeting, a quorum being present. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these by-laws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board of Directors.
Chairman of the Meeting . The Chairman, if any and if present and acting, shall preside at all meetings; otherwise, any other director chosen by the Board of Directors shall preside.
5.      Removal of Directors. Any or all of the directors may be removed for cause or without cause by the stockholders; provided , however , that so long as the certificate of incorporation provides that each class of stock, voting separately as a class, shall elect a certain percentage of directors, a director may be removed without cause by stockholders only by the vote of the class of stock, voting separately as a class, that either elected such director or elected the predecessor of such director whose position was filled by such director due to the predecessor director’s death, resignation or removal.

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6.      Action in Writing. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.
7.      Executive Committee.
Powers . The Board of Directors may appoint an Executive Committee of the Board of Directors of the corporation of such number of members as shall be determined from time to time by the Board of Directors. The term of office of each member of the Executive Committee shall be co-extensive with the term of such member’s office as director. Any member of the Executive Committee who shall cease to be a director of the corporation shall ipso facto cease to be a member of the Executive Committee. A majority of the members of the Executive Committee shall constitute a quorum for the valid transaction of business. The Executive Committee may meet at stated times or on two days’ notice by any member of the Executive Committee to all other members, by delivered letter, by mail, by courier service or by email. The provisions of Section 4 of this Article II with respect to waiver of notice of meetings of the Board of Directors and participation at meetings of the Board of Directors by means of a conference telephone or similar communications equipment shall apply to meetings of the Executive Committee. The provisions of Section 6 of this Article II with respect to action taken by a committee of the Board of Directors without a meeting shall apply to action taken by the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, except as limited by the General Corporation Law. The Executive Committee shall have power to make rules and regulations for the conduct of its business. Vacancies in the membership of the Executive Committee shall be filled by the Board of Directors from among the directors at a regular meeting, or at a special meeting held for that purpose.
Chairman and Secretary . The Executive Committee shall elect from its own members a chairman who shall hold office during the term of such person’s office as a member of the Executive Committee. When present, the chairman shall preside over all meetings of the Executive Committee. The Executive Committee shall also elect a secretary of the Executive Committee who shall attend all meetings of the Executive Committee and keep the minutes of its acts and proceedings. Such secretary shall be a member of the Board of Directors and may, but need not, be a member of the Executive Committee.
Minutes . The Executive Committee shall keep minutes of its acts and proceedings which shall be submitted at the next meeting of the Board of Directors, and any action taken by the Board of Directors with respect thereto shall be entered in the minutes of the Board of Directors.
Meetings . The Executive Committee may hold meetings, both regular and special, either within or without the State of Delaware, as shall be set forth in the Notice of the Meeting or in a duly executed Waiver of Notice thereof.

9


8.      Other Committees. The Board of Directors may from time to time, by resolution adopted by affirmative vote of a majority of the whole Board of Directors, appoint other committees of the Board of Directors which shall have such powers and duties as the Board of Directors may properly determine. No such other committee of the Board of Directors shall be composed of fewer than two directors. Meetings of such committees of the Board of Directors may be held at any place, within or without the State of Delaware, from time to time designated by the Board of Directors or the committee in question. Such committees may meet at stated times on two days’ notice by any member of such committee to all other members, by delivered letter, by mail, by courier service or by email. The provisions of Section 4 of this Article II with respect to waiver of notice of meetings of the Board of Directors and participation at meetings of the Board of Directors by means of a conference telephone or similar communications equipment shall apply to meetings of such other committees.
ARTICLE III
OFFICERS
1.      Executive Officers. The directors may elect or appoint an Executive Chairman, a Chief Executive Officer, one or more Vice Chairmen, a President, one or more Vice Presidents (one or more of whom may be denominated “Executive Vice President” or “Senior Vice President”), a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, one or more Assistant Controllers and such other officers as they may determine. Any number of offices may be held by the same person.
2.      Term of Office; Removal. Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor has been elected and qualified. The Board of Directors may remove any officer for cause or without cause.
3.      Authority and Duties. All officers, as between themselves and the corporation, shall have such authority and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by these by-laws, or, to the extent not so provided, by the Board of Directors. The Board of Directors may delegate to the Chairman or to the Chief Executive Officer the power and authority to define the authority and duties of any or all of the other officers of the corporation.
4.      The Chairman. The Chairman, if any, shall preside at all meetings of the Board of Directors; otherwise, any other director chosen by the Board of Directors shall preside. The Chairman, if any, shall have such additional duties as the Board of Directors may prescribe. As used in these by-laws, the term “Chairman” means the Executive Chairman if any.


10


ARTICLE IV

VOTING OF STOCK IN OTHER COMPANIES
Unless otherwise ordered by the Board of Directors, the Chairman, the Chief Executive Officer, a Vice Chairman, the President, a Vice President, the Secretary or the Treasurer shall have full power and authority on behalf of the corporation to attend and to act and vote at any meetings of stockholders of any corporation, or to execute written consents as a stockholder of any corporation, in which the corporation may hold stock and at any such meeting, or in connection with any such consent, shall possess and exercise any and all of the rights and powers incident to the ownership of such stock which as the owner thereof the corporation might have possessed and exercised if present or any of the foregoing officers of the corporation may in his or her discretion give a proxy or proxies in the name of the corporation to any other person or persons, who may vote said stock, execute any written consent, and exercise any and all other rights in regard to it here accorded to the officers. The Board of Directors by resolution from time to time may limit or curtail such power. The officers named above shall have the same powers with respect to entities which are not corporations.
ARTICLE V

CORPORATE SEAL AND CORPORATE BOOKS
The corporate seal shall be in such form as the Board of Directors shall prescribe.
The books of the corporation may be kept within or without the State of Delaware, at such place or places as the Board of Directors may, from time to time, determine.
ARTICLE VI

FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.
ARTICLE VII

CONTROL OVER BY-LAWS
The power to amend, alter, and repeal these by-laws and to adopt new by-laws shall be vested in both the Board of Directors and the stockholders entitled to vote in the election of directors.
ARTICLE VIII
INDEMNIFICATION
A.      The corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request

11


of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in official capacity as a director, officer, employee or agent or alleged action in any other capacity while serving as a director, officer, employee or agent, to the maximum extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred by such person in connection with such proceeding. Such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law so requires, the payment of such expenses incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon receipt by the corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this Article or otherwise.
B.      The right to indemnification and advancement of expenses conferred on any person by this Article shall not limit the corporation from providing any other indemnification permitted by law nor shall it be deemed exclusive of any other right which any such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.
C.      The corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law.


12
Exhibit 99.1
MSG NETWORKS INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)

On September 30, 2015 , MSG Networks Inc., formerly The Madison Square Garden Company (the “Registrant”), distributed all of the outstanding common stock of The Madison Square Garden Company, formerly MSG Spinco, Inc. (“ MSG ”), to its stockholders (the “ Distribution ”). The Registrant contributed to MSG the Registrant's subsidiaries that hold all of the interests in the sports and entertainment businesses previously owned and operated by the Registrant and the arenas and other venues previously owned, leased or operated by the Registrant and the joint venture interests previously owned by the Registrant. Subsequent to the Distribution, the Registrant will no longer consolidate the financial results of MSG for the purpose of its own financial reporting. After the date of the Distribution, the historical financial results of MSG will be reflected in the Registrant's consolidated financial statements as discontinued operations for all periods presented through the Distribution date, effective with the filing with the U.S. Securities and Exchange Commission (the “SEC”) of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2015.
The accompanying unaudited pro forma consolidated financial statements reflect certain known impacts of the Distribution and the separation of MSG from the Registrant. The unaudited pro forma consolidated financial statements have been prepared giving effect to the Distribution as if this transaction had occurred on July 1, 2012 for the unaudited pro forma condensed consolidated statements of operations for the years ended June 30, 2015, 2014 and 2013 and as of June 30, 2015 for the unaudited pro forma consolidated balance sheet.
The unaudited pro forma consolidated financial statements have been derived from the Registrant's historical consolidated financial statements and reflect certain assumptions and adjustments that management believes are reasonable under the circumstances and given the information available at this time. These unaudited pro forma consolidated financial statements reflect other adjustments that, in the opinion of management, are necessary to present fairly the pro forma financial position and results of the operations as of and for the periods indicated. The unaudited pro forma consolidated financial statements are provided for illustrative and informational purposes only and are not intended to represent or be indicative of what the Registrant's financial condition or results of operations would have been had the Registrant operated historically as an independent organization from MSG or if the Distribution had occurred on the dates indicated. The unaudited pro forma consolidated financial statements also should not be considered representative of our future consolidated financial position or consolidated results of operations. The unaudited pro forma consolidated financial statements should be read in conjunction with the Registrant's historical consolidated financial statements and accompanying notes.
The following is a brief description of the amounts recorded under each of the column headings in the accompanying unaudited pro forma consolidated financial statements:
Historical
This column represents the Registrant's historical financial position as of June 30, 2015 and historical results of operations for the years ended June 30, 2015, 2014 and 2013 prior to any adjustments for the Distribution and pro forma adjustments described under the headings "Distribution of MSG " and " Other Pro Forma Adjustments " below.
Historical Intercompany Eliminations
This column represents an adjustment to reflect revenues of MSG and operating expenses of the Registrant for transactions between the Registrant and MSG that were previously eliminated in the consolidation of the Registrant's historical results and will no longer be eliminated after the Distribution (primarily local media rights for New York Knicks ("Knicks") and New York Rangers ("Rangers") games).
Distribution of MSG
This column represents the elimination of the historical assets and liabilities and results of operations (inclusive of intercompany transactions discussed above) of MSG from the Registrant's historical consolidated balance sheet as of June 30, 2015 and statements of operations for the years ended June 30, 2015, 2014 and 2013, respectively. Amounts in this column also include transaction costs directly attributable to the Distribution , which are non-recurring in nature. Amounts in this column will be reflected in the Registrant's consolidated financial statements as discontinued operations in the Registrant's filings with the SEC subsequent to the Distribution.

Pro Forma Continuing Operations
This column represents the Registrant's historical results of operations after the adjustments made to reflect the transactions associated with the Distribution that qualify as discontinued operations under U.S. generally accepted accounting principles ("GAAP"). Note that amounts in this column include certain general corporate overhead costs that do not meet the criteria for

1

discontinued operations presentation and thus will be presented in future filings as part of the Registrant’s continuing operations. However, the Registrant expects that a significant portion of these expenses will no longer be incurred by the Registrant subsequent to the Distribution.

Other Pro Forma Adjustments
This column represents the adjustments that give effect to events that are directly attributable to the transactions described herein, factually supportable, and with respect to the unaudited pro forma condensed consolidated statement of operations for the year ended June 30, 2015, expected to have a continuing impact on the Registrant. These adjustments have been computed assuming that the events giving rise to each adjustment had occurred on June 30, 2015 and July 1, 2014 with respect to the unaudited pro forma consolidated balance sheet as of June 30, 2015 and unaudited pro forma condensed statement of operations for the year ended June 30, 2015, respectively. Other pro forma adjustments are more fully described in the accompanying Notes to the Unaudited Pro Forma Financial Information and include:

(i)
The elimination of certain general corporate overhead costs that do not meet the criteria for discontinued operations presentation; however, such expenses will no longer be incurred by the Registrant subsequent to the Distribution ;

(ii)
The impact of agreements between the Registrant and MSG , including media rights agreements, an advertising sales representation agreement and a transition services agreement between the Registrant and MSG ("Transition Services Agreement"); and

(iii)
The Registrant's post- Distribution capital structure, including debt financing of $1,550,000 , of which $1,450,000 was contributed to MSG in connection with the Distribution.


2

MSG Networks Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended June 30, 2015
(Dollars in thousands, except per share data)
 
Historical
 
Historical Intercompany Eliminations (a)
 
Distribution of MSG (b)
 
Pro Forma Continuing Operations
(c)
 
Other Pro Forma Adjustments
 
Notes
 
Pro Forma (j)
 
Revenues
$
1,621,562

 
$
80,999

 
$
(1,071,551
)
 
$
631,010

 
$
2,832

 
(d)
 
$
633,842

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Direct operating expenses
861,406

 
80,999

 
(724,212
)
 
218,193

 
52,411

 
(e)
 
270,604

 
Selling, general and administrative expenses
338,229

 
—

 
(181,518
)
 
156,711

 
(70,001
)
 
(f)
 
86,710

 
Depreciation and amortization
121,122

 
—

 
(103,483
)
 
17,639

 
—

 
 
 
17,639

 
Gain on sale of Fuse
(186,178
)
 
—

 
—

 
(186,178
)
 
—

 
 
 
(186,178
)
 
 
1,134,579

 
80,999

 
(1,009,213
)
 
206,365

 
(17,590
)
 
 
 
188,775

 
Operating income
486,983

 
—

 
(62,338
)
 
424,645

 
20,422

 
 
 
445,067

 
Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity in loss of nonconsolidated affiliates
(40,590
)
 
—

 
40,590

 
—

 
—

 
 
 
—

 
Interest income
3,954

 
—

 
(1,886
)
 
2,068

 
—

 
 
 
2,068

 
Interest expense
(6,507
)
 
—

 
2,467

 
(4,040
)
 
(33,655
)
 
(g)
 
(37,695
)
 
Miscellaneous
2,798

 
—

 
(190
)
 
2,608

 
—

 
 
 
2,608

 
 
(40,345
)
 
—

 
40,981

 
636

 
(33,655
)
 
 
 
(33,019
)
 
Income from continuing operations before income taxes
446,638

 
—

 
(21,357
)
 
425,281

 
(13,233
)
 
 
 
412,048

 
Income tax benefit (expense)
(191,937
)
 
—

 
15,032

 
(176,905
)
 
5,600

 
(h)
 
(171,305
)
 
Income from continuing operations
$
254,701

 
$
—

 
$
(6,325
)
 
$
248,376

 
$
(7,633
)
 
 
 
$
240,743

 
Earnings per share from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings per common share
$
3.30

 
 
 
 
 
 
 
 
 
 
 
$
3.12

(i)
Diluted earnings per common share
$
3.28

 
 
 
 
 
 
 
 
 
 
 
$
3.10

(i)
Weighted-average number of common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
77,138

 
 
 
 
 
 
 
 
 
 
 
77,138

(i)
Diluted
77,687

 
 
 
 
 
 
 
 
 
 
 
77,687

(i)


3

MSG Networks Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended June 30, 2014
(Dollars in thousands, except per share data)
 
Historical
 
Historical Intercompany Eliminations (a)
 
Distribution of MSG (b)
 
Pro Forma Continuing Operations
(c)
 
Revenues
$
1,555,594

 
$
72,535

 
$
(913,615
)
 
$
714,514

 
 
 
 
 
 
 
 
 
 
Direct operating expenses
899,383

 
72,535

 
(712,484
)
 
259,434

 
Selling, general and administrative expenses
365,148

 
—

 
(165,671
)
 
199,477

 
Depreciation and amortization
106,950

 
—

 
(86,140
)
 
20,810

 
 
1,371,481

 
72,535

 
(964,295
)
 
479,721

 
Operating income
184,113

 
—

 
50,680

 
234,793

 
Other income (expense):
 
 
 
 
 
 
 
 
Equity in loss of nonconsolidated affiliates
(1,323
)
 
—

 
1,323

 
—

 
Interest income
2,508

 
—

 
(590
)
 
1,918

 
Interest expense
(7,406
)
 
—

 
1,529

 
(5,877
)
 
Miscellaneous
(1,346
)
 
—

 
(95
)
 
(1,441
)
 
 
(7,567
)
 
—

 
2,167

 
(5,400
)
 
Income from continuing operations before income taxes
176,546

 
—

 
52,847

 
229,393

 
Income tax benefit (expense)
(61,478
)
 
—

 
(25,056
)
 
(86,534
)
 
Income from continuing operations
$
115,068

 
$
—

 
$
27,791

 
$
142,859

 
Earnings per share from continuing operations
 
 
 
 
 
 
 
 
Basic earnings per common share
$
1.49

 
 
 
 
 
$
1.85

(i)
Diluted earnings per common share
$
1.47

 
 
 
 
 
$
1.83

(i)
Weighted-average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
77,142

 
 
 
 
 
77,142

(i)
Diluted
78,167

 
 
 
 
 
78,167

(i)


4

MSG Networks Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended June 30, 2013
(Dollars in thousands, except per share data)
 
Historical
 
Historical Intercompany Eliminations (a)
 
Distribution of MSG (b)
 
Pro Forma Continuing Operations
(c)
 
Revenues
$
1,340,818

 
$
59,858

 
$
(722,943
)
 
$
677,733

 
 
 
 
 
 
 
 
 
 
Direct operating expenses
691,029

 
59,492

 
(531,856
)
 
218,665

 
Selling, general and administrative expenses
309,568

 
366

 
(138,537
)
 
171,397

 
Depreciation and amortization
89,132

 
—

 
(67,956
)
 
21,176

 
 
1,089,729

 
59,858

 
(738,349
)
 
411,238

 
Operating income
251,089

 
—

 
15,406

 
266,495

 
Other income (expense):
 
 
 
 
 
 
 
 
Equity in loss of nonconsolidated affiliates
—

 
—

 
—

 
—

 
Interest income
2,195

 
—

 
(7
)
 
2,188

 
Interest expense
(7,917
)
 
—

 
2,202

 
(5,715
)
 
Miscellaneous
3,497

 
—

 
(3,497
)
 
—

 
 
(2,225
)
 
—

 
(1,302
)
 
(3,527
)
 
Income from continuing operations before income taxes
248,864

 
—

 
14,104

 
262,968

 
Income tax benefit (expense)
(106,482
)
 
—

 
(333
)
 
(106,815
)
 
Income from continuing operations
$
142,382

 
$
—

 
$
13,771

 
$
156,153

 
Earnings per share from continuing operations
 
 
 
 
 
 
 
 
Basic earnings per common share
$
1.87

 
 
 
 
 
$
2.05

(i)
Diluted earnings per common share
$
1.83

 
 
 
 
 
$
2.00

(i)
Weighted-average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
76,268

 
 
 
 
 
76,268

(i)
Diluted
77,940

 
 
 
 
 
77,940

(i)


5

MSG Networks Inc.
Unaudited Pro Forma Consolidated Balance Sheet
As of June 30, 2015
(Dollars in thousands)

 
Historical
 
Distribution of MSG (k)
 
Other Pro Forma Adjustments
 
Notes
 
Pro Forma
ASSETS
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
218,685

 
$
(14,917
)
 
$
90,139

 
(l)
 
$
293,907

Restricted cash
21,593

 
(12,590
)
 
—

 
 
 
9,003

Accounts receivable, net
136,743

 
(47,494
)
 
—

 
 
 
89,249

Net related party receivables
27,100

 
823

 
—

 
 
 
27,923

Prepaid expenses
69,922

 
(23,301
)
 
—

 
 
 
46,621

Other current assets
24,310

 
(20,796
)
 
(1,174
)
 
(l)
 
2,340

Total current assets
498,353

 
(118,275
)
 
88,965

 
 
 
469,043

Investments in and loans to nonconsolidated affiliates
249,394

 
(249,394
)
 
—

 
 
 
—

Property and equipment, net
1,208,219

 
(1,188,693
)
 
—

 
 
 
19,526

Amortizable intangible assets, net
69,907

 
(22,324
)
 
—

 
 
 
47,583

Indefinite-lived intangible assets
166,850

 
(166,850
)
 
—

 
 
 
—

Goodwill
701,674

 
(277,166
)
 
—

 
 
 
424,508

Other assets
125,432

 
(79,158
)
 
(2,827
)
 
(l)
 
43,447

Total assets
$
3,019,829

 
$
(2,101,860
)
 
$
86,138

 
 
 
$
1,004,107

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
17,308

 
$
(5,949
)
 
$
—

 
 
 
$
11,359

Net related party payables
939

 
(519
)
 
4,870

 
(m)
 
5,290

Current portion of long-term debt
—

 
—

 
69,768

 
(l)
 
69,768

Income taxes payable
—

 
—

 
105,458

 
(n)
 
105,458

Accrued liabilities:
 
 
 
 
 
 
 
 


Employee related costs
99,734

 
(78,295
)
 
—

 
 
 
21,439

Other accrued liabilities
127,826

 
(107,488
)
 
—

 
 
 
20,338

Deferred revenue
328,727

 
(323,718
)
 
—

 
 
 
5,009

Total current liabilities
574,534

 
(515,969
)
 
180,096

 
 
 
238,661

Long-term debt, net of current portion
—

 
—

 
1,466,992

 
(l)
 
1,466,992

Defined benefit and other postretirement obligations
85,216

 
(56,740
)
 
—

 
 
 
28,476

Other employee related costs
57,005

 
(51,687
)
 
—

 
 
 
5,318

Related party payable
—

 
—

 
3,488

 
(m)
 
3,488

Other liabilities
55,890

 
(49,734
)
 
—

 
 
 
6,156

Deferred tax liability
523,662

 
(171,928
)
 
—

 
 
 
351,734

Total liabilities
1,296,307

 
(846,058
)
 
1,650,576

 
 
 
2,100,825

Commitments and contingencies
 
 
 
 
 
 
 
 
 
Stockholders' Equity:
 
 
 
 
 
 
 
 
 
Class A Common stock
643

 
—

 
—

 
 
 
643

Class B Common stock
136

 
—

 
—

 
 
 
136

Preferred stock
—

 
—

 
—

 
 
 
—

Additional paid-in capital
1,084,002

 
(1,084,002
)
 
—

 
(k)
 
—

Treasury stock
(143,250
)
 
—

 
—

 
 
 
(143,250
)
Retained earnings (accumulated deficit)
807,563

 
(191,649
)
 
(1,564,438
)
 
(k)
 
(948,524
)
Accumulated other comprehensive loss
(25,572
)
 
19,849

 
—

 
 
 
(5,723
)
Total stockholders' equity
1,723,522

 
(1,255,802
)
 
(1,564,438
)
 
 
 
(1,096,718
)
Total liabilities and stockholders' equity
$
3,019,829

 
$
(2,101,860
)
 
$
86,138

 
 
 
$
1,004,107


6

MSG NETWORKS INC.
NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
(Dollars in thousands)


Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations
(a)
Historical Intercompany Eliminations. This column represents an adjustment to reflect revenues of MSG and operating expenses of the Registrant for transactions between the Registrant and MSG that were previously eliminated in the consolidation of the Registrant's historical results and will no longer be eliminated after the Distribution (primarily local media rights for Knicks and Rangers games).
(b)
Distribution of MSG . Represents the results of operations of MSG for the years ended June 30, 2015, 2014 and 2013 that qualify as discontinued operations under GAAP. Note that for each period presented, the revenues of MSG include certain local media rights revenues that were previously eliminated in the historical consolidated statements of operations (see Note (a) above).
Amounts in this column for the year ended June 30, 2015 also include $7,725 of transaction costs, primarily related to accounting, legal and other advisory fees, which are directly attributable to the Distribution and non-recurring in nature.
The provision for income taxes was determined in accordance with GAAP using intraperiod allocation rules.
(c)
Pro Forma Continuing Operations . This column represents the Registrant's historical results of operations after the adjustments made to reflect the transactions associated with the Distribution that qualify as discontinued operations under GAAP. The results of operations for the years ended June 30, 2014 and 2013 include the results of Fuse, a national television network dedicated to music ("Fuse"). On July 1, 2014 the Registrant completed the sale of Fuse.
(d)
Revenues. Represents the impact on revenues from (i) the elimination of certain advertising sales commissions, historically netted against revenues, which will be replaced with the commissions paid in connection with the new advertising sales representation agreement with MSG (see Note (f) below) and (ii) an increase in revenue for certain license fees.
(e)
Direct Operating Expenses.
i.
In connection with the Distribution , the Registrant has entered into media rights agreements with MSG covering the Knicks and the Rangers, which provide the Registrant with exclusive media rights to team games in their local markets. This adjustment primarily represents the incremental expense of $49,001 which the Registrant will incur pursuant to the new media rights agreements with MSG in addition to the historical intercompany charge of $80,999, which is included in the column labeled " Pro Forma Continuing Operations ."
ii.
Represents an increase in expense of $3,410 related to agreements entered into with MSG and other related parties in connection with the Distribution.
(f)
Selling, General and Administrative Expenses.
i.
Elimination of $81,817 of certain general corporate overhead costs that do not meet the criteria for discontinued operations presentation; however, such expenses will no longer be incurred by the Registrant subsequent to the Distribution as a result of certain corporate overhead being transferred to MSG. Following the Distribution, certain of these services will be provided by MSG to the Registrant via the Transition Services Agreement (see (iii) below). Management determined that certain general corporate overhead costs will be reduced as a result of the Distribution, primarily in the areas of information technology, finance, human resources and other corporate functions. In addition, the Registrant expects a further reduction to the general corporate overhead costs included in our pro forma results; however, these expenses were not be removed as they do not meet the criteria under SEC Regulation S-X Article 11 for pro forma adjustments.
ii.
Incremental net expenses of $3,048 associated with commission expense that the Registrant will be charged by MSG pursuant to an advertising sales representation agreement as compared to the historical costs, related to the Registrant's advertising sales personnel and associated corporate staff, that the Registrant will no longer incur as these personnel have been transferred to MSG . Under the advertising sales representation agreement, MSG will have the exclusive right and obligation to sell the Registrant’s advertising availabilities for an initial stated term of seven years, subject to certain termination rights, including MSG ’s right to terminate if

7

MSG NETWORKS INC.
NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
(Dollars in thousands)


MSG and the Registrant are no longer affiliates and the Registrant’s right to terminate if certain sales thresholds are not met, unless MSG pays the Registrant the shortfall. The Registrant’s advertising sales personnel were transfered to MSG as part of the Distribution.
iii.
Incremental expense of $8,768 which represents the amount that the Registrant will be charged by MSG pursuant to the Transition Services Agreement, under which MSG will provide certain support functions for up to two years.
(g)
Interest Expense. In connection with the Distribution, the Registrant has incurred $1,550,000 of long-term debt (the "New Debt"), from the proceeds of which $1,450,000 was contributed to MSG on September 28, 2015. The New Debt and the revolving credit facility have a term of five years. The New Debt and borrowings under the revolving credit facility bear interest at a floating rate, which at the option of the Registrant may be either (a) a base rate plus an additional rate ranging from 0.50% to 1.25% per annum (determined based on a total leverage ratio) (the “Base Rate”), or (b) a Eurodollar rate plus an additional rate ranging from 1.50% to 2.25% per annum (determined based on a total leverage ratio) (the “Eurodollar Rate”), provided that for the period following the closing date until the delivery of the compliance certificate for the second full fiscal quarter following the closing date, the additional rate will be 1.00% with respect to Base Rate loans and 2.00% with respect to Eurodollar Rate loans. Additionally, the revolving credit facility requires the Registrant to pay a commitment fee of 0.30% in respect of the average daily unused commitments. The pro forma adjustment represents incremental interest expense related to the issuance of the New Debt and a $250,000 revolving credit facility (see note (l) below). The adjustment also includes the amortization of deferred financing costs. The revolving credit facility was undrawn at closing and will be available to fund working capital needs and other general corporate purposes of the Registrant. Interest expense presented above assumes an interest rate of 2.2%. A change of 1/8% in the interest rate of the New Debt would impact interest expense by $1,903 for the year ended June 30, 2015.
(h)
Income Tax Benefit (Expense). Represents a blended federal and state statutory rate of 42.3% applied to the pro forma adjustments to the Registrant's unaudited pro forma condensed consolidated statement of operations for the year ended June 30, 2015.
(i)
Earnings Per Share. Pro forma weighted-average basic and diluted shares outstanding reflect the effect of shares outstanding had the Distribution taken place during the periods presented. Additional share impacts resulting from the Distribution have been excluded as they are not currently determinable but will be reflected on a prospective basis after the Distribution .
(j)
Pro Forma. The pro forma results for the year ended June 30, 2015 include share-based compensation expense of $4,159.
Notes to Unaudited Pro Forma Consolidated Balance Sheet
(k)
Distribution of MSG . These adjustments represent the elimination of the historical assets and liabilities (excluding intercompany balances between the Registrant and MSG ) of MSG from the Registrant's consolidated balance sheet as of June 30, 2015. In connection with the distribution of assets and liabilities of MSG , the cumulative additional paid-in capital ("APIC") of the Registrant was fully depleted. As a result, any further adjustments that would typically be recorded against APIC have been reflected as decreases in retained earnings (accumulated deficit). This includes the the impact of other pro forma adjustments discussed in further detail in footnotes (l), (m) and (n).
(l)
Issuance of long-term debt and cash contribution to MSG.

8

MSG NETWORKS INC.
NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
(Dollars in thousands)


The following table summarizes the pro forma adjustments related to the New Debt and new revolving credit facility, as well as the cash contribution made to MSG on September 28, 2015 in connection with the Distribution.
 
Cash and cash equivalents
Other current assets
Other assets
Current portion of long-term debt
Long-term debt, net of current portion
Retained earnings (accumulated deficit)
Issuance of New Debt
$
1,550,000

$
—

$
—

$
72,416

$
1,477,584

$
—

Cash contribution to MSG
(1,450,000
)
—

—

—

—

(1,450,000
)
Deferred financing costs incurred in connection with the New Debt
(9,861
)
274

1,096

(1,698
)
(6,793
)
—

Remove a portion of historical deferred financing costs
—

(162
)
(460
)
—

—

(622
)
Reclassifications related to historical deferred financing costs
—

(1,286
)
(3,463
)
(950
)
(3,799
)
—

 
$
90,139

$
(1,174
)
$
(2,827
)
$
69,768

$
1,466,992

$
(1,450,622
)
(m)
Related Party Payables. Adjustments represent the Registrant's payables to MSG as reimbursement for certain employee-related expenses incurred prior to the Distribution.
(n)
Income Taxes Payable. Prior to the Distribution , the Registrant's collection for ticket sales, sponsorships and suite rentals in advance were recorded as deferred revenue and were recognized as revenues when earned for both accounting and tax purposes. In connection with the reorganization transactions related to the Distribution , the tax recognition on most of these deferred revenues was accelerated to the date of the reorganization, rather than being recognized over the course of the year ending June 30, 2016. Assuming the Distribution occurred on June 30, 2015, the estimated tax on the acceleration of such deferred revenue is $105,458 . However, the ultimate amount of tax to be paid by the Registrant related to acceleration of such deferred revenue is projected to be higher than $105,458 as it will also include activity for the fiscal 2016 first quarter, as the Distribution occurred on September 30, 2015 (versus June 30, 2015). Such tax will be paid by the Registrant and the Registrant will not be reimbursed by MSG .

9