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): December 5, 2018
THE MADISON SQUARE GARDEN COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-36900 | 47-3373056 | ||
| (State or another jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 2 Penn Plaza, New York, New York |
10121 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area (212) 465-6000
Not Applicable
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.02 | Termination of a Material Definitive Agreement |
On December 5, 2018, The Madison Square Garden Company (“MSG”) and The Azoff Company Holdings (f/k/a Azoff Music Management LLC) (“Azoff Music”) completed their previously announced transaction to unwind their Azoff MSG Entertainment LLC (“AMSGE”) joint venture. Effective as of the closing of the transaction, Entertainment Ventures, LLC, a wholly owned subsidiary of MSG, ceased to be a member of the AMSGE joint venture and its rights and obligations pursuant to the Limited Liability Company Agreement of AMSGE, dated as of September 20, 2013, were also terminated. In connection with the closing, Azoff Music changed the name of AMSGE to “The Azoff Company.”
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.
| Date: December 6, 2018 |
THE MADISON SQUARE GARDEN COMPANY | |||
| By: |
/s/ Lawrence J. Burian | |||
| Name: Lawrence J. Burian | ||||
| Title: Executive Vice President and General Counsel | ||||