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EX-10.2 - EX-10.2 - Madison Square Garden Sports Corp.d330455dex102.htm
EX-10.1 - EX-10.1 - Madison Square Garden Sports Corp.d330455dex101.htm

 

 

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): January 25, 2017

 

 

The Madison Square Garden Company

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   1-36900   47-3373056

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Two Penn Plaza

New York, NY

  10121
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 465-6000

 

 

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))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement

Senior Secured Credit Facility

On January 25, 2017, New York Rangers, LLC (the “Rangers”), a wholly owned subsidiary of The Madison Square Garden Company (the “Company”), entered into a senior secured revolving credit agreement (the “Credit Agreement”) among the Rangers, each of the lenders identified therein and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Collateral Agent”).

The Facility

The Credit Agreement provides the Rangers with a revolving credit facility (the “Facility”) with an initial maximum credit amount $150,000,000 and a term of five years. The Facility was undrawn at closing and will be available for working capital needs and general corporate purposes. All borrowings under the Facility are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

Interest Rates and Fees

Borrowings under the Credit Agreement bear interest at a floating rate, which at the option of the Rangers may be either (a) a base rate plus a margin ranging from 0.125% to 0.50% per annum or (b) LIBOR plus a margin ranging from 1.125% to 1.50% per annum, in each case determined based on the rating of the National Hockey League’s (the “NHL”) league-wide facility. The Credit Agreement requires the Rangers to pay a commitment fee ranging from 0.375% to 0.625% per annum in respect of the average daily unused commitments under the Facility.

Security

All obligations under the Credit Agreement are secured by a first lien security interest in certain of the Rangers’ assets (the “Collateral”), including, but not limited to, (a) the Rangers’ membership rights in the NHL, (b) revenues to be paid to the Rangers by the NHL pursuant to certain U.S. and Canadian national broadcast agreements, and (c) revenues to be paid to the Rangers pursuant to certain local media contracts.

Prepayments

Subject to customary notice and minimum amount conditions, the Rangers may voluntarily prepay outstanding loans under the Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurocurrency loans). The Rangers are required to make mandatory prepayments in certain circumstances, including without limitation if qualifying revenues are less than 17% of the maximum available amount under the Facility.

Certain Covenants and Events of Default

The Credit Agreement contains certain restrictions on the ability of the Rangers to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the Credit Agreement, including the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making restricted payments during the continuance of an event of default under the Credit Agreement; (iv) engaging in sale and leaseback transactions; (v) merging or consolidating; and (vi) taking certain actions that would invalidate the Collateral Agent’s lien on any Collateral.

The Credit Agreement generally requires the Rangers to comply with a debt service ratio of 1.5:1.0.

The Credit Agreement and the related security agreement contain certain customary representations and warranties, affirmative covenants and events of default.


Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

No.

  

Description

10.1    Credit Agreement, dated as of January 25, 2017, by and among New York Rangers, LLC, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto.
10.2    Security Agreement, dated as of January 25, 2017, between New York Rangers, LLC and JPMorgan Chase Bank, N.A., as collateral agent.


SIGNATURE

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.

The Madison Square Garden Company

 

/s/ Donna Coleman

Name:

 

Donna Coleman

Title:

 

Executive Vice President &

Chief Financial Officer

DATED: January 27, 2017