UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
MSG Networks Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
55826P 100
(CUSIP Number)
Richard D. Bohm
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
212-909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 12, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2009 Revocable Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 - See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
758,384 | ||||
8. | Shared Voting Power
6,841,115 | |||||
9. | Sole Dispositive Power
758,384 | |||||
10. | Shared Dispositive Power
6,841,115 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,599,499 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
11.1% | |||||
14. | Type of Reporting Person
IN |
* | Excludes 6,723,369 shares of MSG Networks Inc. Class A Common Stock, par value $0.01 per share (Class A Common Stock), issuable upon conversion of an equal number of shares of MSG Networks Inc. Class B Common Stock, par value $0.01 per share (Class B Common Stock), held by other Reporting Persons hereto as to which Charles F. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 2 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Helen A. Dolan, individually and as Trustee of the Helen A. Dolan 2009 Revocable Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 - See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
7,599,499 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
7,599,499 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,599,499 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
11.1% | |||||
14. | Type of Reporting Person
IN |
* | Excludes 6,723,369 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Helen A. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 3 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
James L. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00, BK See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
1,556,207 | ||||
8. | Shared Voting Power
1,928,331 | |||||
9. | Sole Dispositive Power
1,556,207 | |||||
10. | Shared Dispositive Power
1,928,331 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,484,538 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
5.4% | |||||
14. | Type of Reporting Person
IN |
* | Excludes 10,551,220 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 4 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Thomas C. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
40,767 | ||||
8. | Shared Voting Power
966,844 | |||||
9. | Sole Dispositive Power
40,767 | |||||
10. | Shared Dispositive Power
966,844 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,007,611 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
1.6% | |||||
14. | Type of Reporting Person
IN |
* | Excludes 12,661,597 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 5 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Patrick F. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
5,112 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
5,112 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,112 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.01% | |||||
14. | Type of Reporting Person
IN |
Page 6 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Kathleen M. Dolan, individually, and as Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust and as a Trustee of the Charles F. Dolan Children Trusts | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
36,867 | ||||
8. | Shared Voting Power
5,739,923 | |||||
9. | Sole Dispositive Power
36,867 | |||||
10. | Shared Dispositive Power
5,739,923 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,776,790 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
8.6% | |||||
14. | Type of Reporting Person
IN |
* | Excludes 8,089,548 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 7 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Marianne E. Dolan Weber | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
9,191 | ||||
8. | Shared Voting Power
940,216 | |||||
9. | Sole Dispositive Power
9,191 | |||||
10. | Shared Dispositive Power
940,216 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
949,407 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
1.5% | |||||
14. | Type of Reporting Person
IN |
* | Excludes 12,697,753 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 8 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Deborah A. Dolan-Sweeney | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
20,618 | ||||
8. | Shared Voting Power
1,000,652 | |||||
9. | Sole Dispositive Power
20,618 | |||||
10. | Shared Dispositive Power
1,000,652 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,021,270 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
1.6% | |||||
14. | Type of Reporting Person
IN |
* | Excludes 12,669,574 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 9 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
David M. Dolan, as a Trustee of each of the Charles F. Dolan 2009 Family Trusts | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 - See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
301,032 | ||||
8. | Shared Voting Power
6,276,000 | |||||
9. | Sole Dispositive Power
301,032 | |||||
10. | Shared Dispositive Power
6,276,000 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,577,032 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
9.7% | |||||
14. | Type of Reporting Person
IN |
* | Excludes 7,399,525 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which David M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 10 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Mary S. Dolan, as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Patrick F. Dolan and each of the Charles F. Dolan 2009 Family Trusts | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
6,839 | ||||
8. | Shared Voting Power
7,243,559 | |||||
9. | Sole Dispositive Power
6,839 | |||||
10. | Shared Dispositive Power
7,243,559 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,250,398 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
10.6% | |||||
14. | Type of Reporting Person
IN |
* | Excludes 6,480,544 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which Mary S. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 11 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Charles F. Dolan Children Trust FBO Kathleen M. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
966,845 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
966,845 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
966,845 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
1.6% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,669,574 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 12 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
966,845 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
966,845 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
966,845 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
1.6% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,669,574 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 13 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Charles F. Dolan Children Trust FBO Marianne Dolan Weber | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
938,666 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
938,666 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
938,666 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
1.5% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,697,753 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 14 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Charles F. Dolan Children Trust FBO Patrick F. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person
OO |
Page 15 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Charles F. Dolan Children Trust FBO Thomas C. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
966,844 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
966,844 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
966,844 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
1.6% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,661,597 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 16 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Charles F. Dolan Children Trust FBO James L. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00, BK See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
1,900,723 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,900,723 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,900,723 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
3.0% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 11,775,582 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan Children Trust FBO James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 17 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Charles F. Dolan 2009 Family Trust FBO James L. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
1,304,501 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,304,501 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,304,501 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.1% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,297,349 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO James L. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 18 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
1,304,501 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,304,501 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,304,501 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.1% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,297,349 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 19 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person
OO |
Page 20 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
1,229,501 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,229,501 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,229,501 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.0% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,372,349 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 21 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
1,292,501 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,292,501 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,292,501 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.1% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,309,349 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 22 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
1,124,501 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,124,501 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,124,501 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
1.8% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 12,477,349 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 23 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Ryan Dolan 1989 Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
15,156 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
15,156 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,156 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 13,573,399 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Ryan Dolan 1989 Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 24 of 41
CUSIP NO. 55826P 100
1. | Name of Reporting Person
Tara Dolan 1989 Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
00 See Item 3 of Statement | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
U.S.A. | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
15,156 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
15,156 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,156 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x* | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person
OO |
* | Excludes 13,573,399 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons hereto as to which the Tara Dolan 1989 Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
Page 25 of 41
AMENDMENT NO. 11 TO SCHEDULE 13D
This Amendment No. 11 to Schedule 13D (Amendment No. 11) is being filed jointly by (i) the individuals (in their individual capacity and/or as trustee or co-trustee of specified trusts) and trusts listed in Item 2(a) below (the Group Members) who may be deemed to beneficially own all of the shares of Class B Common Stock of MSG Networks Inc. (the Issuer), par value $.01 per share (the Class B Common Stock), which are convertible share for share at the option of the holder into Class A Common Stock of the Issuer, par value $.01 per share (the Class A Common Stock, and together with the Class B Common Stock, the Common Stock), and a certain number of shares of Class A Common Stock, in each case as described herein, and certain trustees of such Group Members and (ii) Patrick F. Dolan, the Charles F. Dolan Children Trust FBO Patrick F. Dolan and the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan (the Former Group Members) to report the entry into an agreement among certain of the Group Members pursuant to which the Former Group Members sold all of the Common Stock they held directly to certain other Group Members.
The Schedule 13D (the Schedule) filed by the original Group Members on February 12, 2010, as amended and supplemented by Amendment No. 1 filed on November 19, 2010, Amendment No. 2 filed on March 10, 2011, Amendment No. 3 filed on September 16, 2011, Amendment No. 4 filed on October 3, 2012, Amendment No. 5 filed on May 22, 2013, Amendment No. 6 filed on August 22, 2013, Amendment No. 7 filed on September 20, 2013, Amendment No. 8 filed on March 27, 2014, Amendment No. 9 filed on September 5, 2014 and Amendment No. 10 filed on October 2, 2015, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 11.
Item 2 | Identity and Background |
The disclosure in Item 2(a) is hereby amended to read in its entirety as follows:
(a) The names of the Reporting Persons who are Group Members are: Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2009 Revocable Trust (the CFD 2009 Trust); Helen A. Dolan, individually and as Trustee of the Helen A. Dolan 2009 Revocable Trust (the HAD 2009 Trust); James L. Dolan; Thomas C. Dolan; Kathleen M. Dolan, individually and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan (hereinafter collectively referred to as the Dolan Children Trusts and individually, a Dolan Children Trust), and as sole Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust; Marianne E. Dolan Weber; Deborah A. Dolan-Sweeney; Dolan Children Trust FBO Kathleen M. Dolan; Dolan Children Trust FBO Marianne Dolan Weber; Dolan Children Trust FBO Deborah Dolan-Sweeney; Dolan Children Trust FBO James L. Dolan; Dolan Children Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO James L. Dolan; the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan; the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber; the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney; Ryan Dolan 1989 Trust; and Tara Dolan 1989 Trust. The Reporting Persons also include David M. Dolan, as a Trustee of the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney (collectively, the 2009 Family Trusts and individually, a 2009 Family Trust) and Mary S. Dolan, as a Trustee of the Dolan Children Trusts FBO Deborah Dolan-Sweeney and each of the 2009 Family Trusts. The Former Group Members ceased to be Group Members on September 12, 2016.
Page 26 of 41
The disclosure in Item 2(b) is hereby amended by changing the contact information for Patrick F. Dolan as follows:
Patrick F. Dolan
c/o News 12 Networks
One Media Crossways
Woodbury, NY 11797
Trusts:
The disclosure in Item 2(c) is hereby amended to read in its entirety as follows:
(c) Charles F. Dolan is a director of the Issuer. He is Executive Chairman and a director of AMC Networks Inc. (AMC) and a director of The Madison Square Garden Company (MSG). AMCs principal business address is 11 Penn Plaza, New York, New York 10001. Helen A. Dolan is his wife and is not currently employed. Charles F. Dolan is the Trustee of the CFD 2009 Trust. Helen A. Dolan is the Trustee of the HAD 2009 Trust.
James L. Dolan is Executive Chairman and a director of the Issuer. He is Executive Chairman and a director of MSG and a director of AMC. MSGs principal business address is Two Pennsylvania Plaza, New York, NY 10121.
Thomas C. Dolan is a director of the Issuer. He is a director of AMC and MSG. MSGs principal business address is Two Pennsylvania Plaza, New York, NY 10121.
Patrick F. Dolan is President of News 12 Networks, a subsidiary of Altice NV, a majority owner of Newsday Media and a director of AMC. News 12 Networks principal address is One Media Crossways, Woodbury, NY 11797.
Kathleen M. Dolan is the founder of Purple Crayon Productions Inc., a community art and music center, 2095 Pomfret Road, South Pomfret, VT 05067. She is a Trustee of each of the Dolan Children Trusts, the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust.
Marianne Dolan Weber is a director of AMC. AMCs principal business address is 11 Penn Plaza, New York, New York 10001.
Deborah A. Dolan-Sweeney is a former director of Cablevision Systems Corporation and the Issuer and is not currently employed.
David M. Dolan is a retired attorney and is currently the Chairman of the board of Citizens National Bank of Greater St. Louis, 7305 Manchester Road, Maplewood, Missouri 63143. He is a Trustee of each of the 2009 Family Trusts and each of the CFD 2010 Grandchildren Trusts.
Mary S. Dolan is the Co-Director of Legal Services at the Lifespan Center for Legal Services, 20 E. Jackson Blvd, Suite 500, Chicago, Illinois 60604. She is a Trustee of the Dolan Children Trusts FBO Deborah Dolan-Sweeney and Patrick F. Dolan.
Item 3 | Source and Amount of Funds or Other Consideration |
The disclosure in Item 3 is hereby amended by adding the following to the end thereof:
On September 12, 2016, James L. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan purchased an aggregate of 1,223,973 and 933,879 shares of Common Stock, respectively, consisting all of the Common Stock owned directly by the Former Group Members, for an aggregate of $20,562,747 and $15,689,167, respectively, pursuant to the Purchase Agreement (as defined and described in Item 6 below). Each of James L. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan financed the purchase of shares of Common Stock under the Purchase Agreement with $20,562,747 and $15,689,167, respectively, of funds borrowed from Citibank, N.A. under separate credit agreements.
For additional information regarding the sales and purchases of Common Stock, see Items 5(c) and 6 below.
Item 4 | Purpose of Transaction |
The information contained in Item 6 of this Schedule 13D is incorporated by reference.
Page 27 of 41
The disclosure in Item 4 is hereby amended by adding the following to the end thereof:
The transactions contemplated by the Purchase Agreement (as defined and described in Item 6 below) are being effected to enable Patrick F. Dolan and certain trusts for the benefit of Patrick F. Dolan and his descendants to sell all of their shares of the Common Stock of the Issuer and James L. Dolan and a trust for the benefit of James L. Dolan and his descendants to purchase all of such shares of the Common Stock of the Issuer. As a result of the consummation of the transactions contemplated by the Purchase Agreement, Patrick F. Dolan ceased to be a voting member of the Dolan Family Committee (as defined in Item 6 below), and James L Dolan became entitled to one additional vote on that committee (for a total of two votes). See the section of Item 6 below entitled Class B Stockholders Agreement for a discussion of the Dolan Family Committee and related voting agreements. As a result of this additional vote, James L. Dolan will have the ability to block Dolan Family Committee approval of any Issuer change in control transaction.
Item 5 | Interest in Securities of the Issuer |
The disclosure in Item 5(a) and (b) is hereby amended and restated to read in its entirety as follows:
(a) and (b) the Group Members may be deemed to beneficially own an aggregate of 15,066,037 shares of Class A Common Stock as a result of their beneficial ownership of (i) 1,477,482 shares of Class A Common Stock (including 15,280 restricted stock units which will be settled within sixty days of this filing), and (ii) 13,588,555 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 20.1% of the total shares of the Issuers common stock currently outstanding. Group Members in the aggregate may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 13,588,555 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock (representing all outstanding Class B Common Stock) because of the terms of the Class B Stockholders Agreement. Reporting Persons and individuals who are not Group Members but are trustees of trusts that are Group Members may be deemed to beneficially own an additional 422,861 shares of Class A Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
The percentages used herein are calculated based on the shares of Class A Common Stock issued and outstanding on July 29, 2016, as reported in the Issuers annual report on Form 10-K for the fiscal year ended June 30, 2016 filed by the Issuer with the Securities and Exchange Commission.
Charles F. Dolan may be deemed to beneficially own an aggregate of 7,599,499 shares of Class A Common Stock, including (i) 734,313 shares of Class A Common Stock and (ii) 6,865,186 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 11.1% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 758,384 shares of Class A Common Stock (including 82,228 shares of Class A Common Stock owned of record by the CFD 2009 Trust and 676,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the CFD 2009 Trust) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 6,841,115 shares of Class A Common Stock (including 585,610 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned by the 2009 Family Trusts). He disclaims beneficial ownership of 585,610 shares of Class A Common Stock owned of record by the Dolan Family Foundation and 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
Page 28 of 41
Helen A. Dolan may be deemed to beneficially own an aggregate of 7,599,499 shares of Class A Common Stock, including (i) 734,313 shares of Class A Common Stock and (ii) 6,865,186 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 11.1% of the shares of Class A Common Stock currently outstanding. She may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 7,599,499 shares of Class A Common Stock (including 585,610 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, 82,228 shares of Class A Common Stock owned of record by the CFD 2009 Trust, and 6,865,186 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 676,156 shares of Class B Common Stock owned of record by the CFD 2009 Trust and 6,189,030 shares of Class B Common Stock owned of record by the 2009 Family Trusts). She disclaims beneficial ownership of 585,610 shares of Class A Common Stock owned of record by the Dolan Family Foundation, 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, 82,228 shares of Class A Common Stock owned of record by the CFD 2009 Trust, and 6,865,186 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock, including 676,156 shares of Class B Common Stock owned of record by the CFD 2009 Trust and 6,189,030 shares of Class B Common Stock owned of record by the 2009 Family Trusts, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
James L. Dolan may be deemed to beneficially own an aggregate of 3,484,538 shares of Class A Common Stock, including (i) 447,203 shares of Class A Common Stock (including 15,280 restricted stock units which will be settled within sixty days of this filing) and (ii) 3,037,335 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 5.4% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 1,556,207 shares of Class A Common Stock (including 315,090 shares of Class A Common Stock owned of record personally, 1,475 shares of Class A Common Stock held as custodian for one or more minor children, 15,280 restricted stock units which will be settled within sixty days of this filing and 1,224,362 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record personally) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,928,331 shares of Class A Common Stock (including 1,250 shares of Class A Common Stock owned jointly with his spouse, 22,813 shares of Class A Common Stock owned of record personally by his spouse, 388 shares of Class A Common Stock owned of record by his spouse through a 401(k) plan, 3,157 shares of Class A Common Stock owned of record by members of his household, and 87,750 shares of Class A Common Stock owned of record by the Dolan Children Trust for his benefit and 1,812,973 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit). He disclaims beneficial ownership of 1,475 shares of Class A Common Stock held as custodian for one or more minor children, 22,813 shares of Class A common Stock owned of record personally by his spouse, 3,157 shares of Class A Common Stock owned of record by members of his household, 388 shares of Class A Common Stock owned of record by his spouse through a 401(k) plan, and 87,750 shares of Class A Common Stock and 1,812,973 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Thomas C. Dolan may be deemed to beneficially own 1,007,611 shares of Class A Common Stock, including (i) 80,653 shares of Class A Common Stock and (ii) 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This amount represents approximately 1.6% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 40,767 shares of Class A Common Stock owned of record personally and (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 39,886 shares of Class A Common Stock and 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock
Page 29 of 41
owned of record by the Dolan Children Trust for his benefit. He disclaims beneficial ownership of 39,886 shares of Class A Common Stock and 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for his benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Patrick F. Dolan may be deemed to beneficially own an aggregate of 5,112 shares of Class A Common Stock. This aggregate amount represents approximately 0.01% of the shares of Class A Common Stock currently outstanding. He may be deemed to have the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 5,112 shares of Class A Common Stock (including 4,256 shares of Class A Common Stock owned jointly with his spouse, 344 shares of Class A Common Stock owned of record by his spouse and 512 shares owned of record by the Daniel P. Mucci Trust (the Mucci Trust) for which he serves as co-trustee. He disclaims beneficial ownership of 344 shares of Class A Common Stock owned of record by his spouse and 512 shares of Class A Common Stock held by the Mucci Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
Kathleen M. Dolan may be deemed to beneficially own an aggregate of 5,776,790 shares of Class A Common Stock, including (i) 277,783 shares of Class A Common Stock and (ii) 5,499,007 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 8.6% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 36,867 shares of Class A Common Stock (including 4,705 shares of Class A Common Stock owned of record personally and 1,850 shares of Class A Common Stock held as custodian for one or more minor children and an aggregate of 30,312 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Ryan Dolan 1989 Trust and Tara Dolan 1989 Trust) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 5,739,923 shares of Class A Common Stock (including an aggregate of 271,228 shares of Class A Common Stock owned of record by the Dolan Children Trusts and an aggregate of 5,468,695 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts). She disclaims beneficial ownership of 1,850 shares of Class A Common Stock held as custodian for one or more minor children, an aggregate of 271,228 shares of Class A Common Stock owned of record by the Dolan Children Trusts and an aggregate of 5,499,007 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts, the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Marianne Dolan Weber may be deemed to beneficially own an aggregate of 949,407 shares of Class A Common Stock, including (i) 58,605 shares of Class A Common Stock and (ii) 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.5% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 9,191 shares of Class A Common Stock owned of record personally and (b) the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 940,216 shares of Class A Common Stock (including 625 shares of Class A Common Stock held of record personally by her spouse, 925 shares of Class A Common Stock held by a member of her household, 47,864 shares of Class A Common Stock owned by the Dolan Children Trust for her benefit and 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit). She disclaims beneficial ownership of 625 shares of Class A Common Stock held of record personally by her spouse, 925 shares of Class A Common Stock held by a member of her household, and 47,864 shares of Class A Common Stock and 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
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Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 1,021,270 shares of Class A Common Stock, including (i) 102,289 shares of Class A Common Stock and (ii) 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 1.6% of the shares of Class A Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 20,618 shares of Class A Common Stock owned of record personally, and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,000,652 shares of Class A Common Stock (including 27,057 shares of Class A Common Stock owned of record personally by her spouse, 6,750 shares of Class A Common Stock held by trusts for which her spouse serves as co-trustee and 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for her benefit and 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit). She disclaims beneficial ownership of 27,057 shares of Class A Common Stock owned of record personally by her spouse, 6,750 shares of Class A Common Stock held by trusts for which her spouse serves as co-trustee and 47,864 shares of Class A Common Stock and 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
David M. Dolan may be deemed to beneficially own an aggregate of 6,577,032 shares of Class A Common Stock, including (i) 388,002 shares of Class A Common Stock and (ii) 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 9.7% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 301,032 shares of Class A Common Stock (including 1,827 shares of Class A Common Stock owned of record by the David M. Dolan Revocable Trust and 299,205 shares of Class A Common Stock owned of record by the Charles F. Dolan Charitable Remainder Trust) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 6,276,000 shares of Class A Common Stock (including 7,095 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Aidan J. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Quentin F. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Marianne R. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Kevyn A. Dolan, 10,052 shares of Class A Common Stock owned of record by the CFD 2012 Descendants Trust, an aggregate of 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts). He disclaims beneficial ownership of 299,205 shares of Class A Common Stock owned of record by the Charles F. Dolan Charitable Remainder Trust, 7,095 shares of Class A Common Stock owned of record by the Ann H. Dolan Revocable Trust, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Aidan J. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Quentin F. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Marianne R. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Kevyn A. Dolan, 10,052 shares of Class A Common Stock owned of record by the CFD 2012 Descendants Trust, an aggregate of 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts, and this report shall not be deemed to be an admission that he is the beneficial owner of such securities. See Exhibit A.
Mary S. Dolan may be deemed to beneficially own an aggregate of 7,250,398 shares of Class A Common Stock, including (i) 142,387 shares of Class A Common Stock and (ii) 7,108,011 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 10.6% of the shares of Class A
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Common Stock currently outstanding. She may be deemed to have (a) the sole power to vote or direct the vote and to dispose of or direct the disposition of 6,839 shares of Class A Common Stock held as custodian for one or more minor children and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 7,243,559 shares of Class A Common Stock (including 7,809 shares of Class A Common Stock owned jointly with her spouse, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Aidan J. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Quentin F. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Marianne R. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Kevyn A. Dolan, 10,052 shares of Class A Common Stock owned of record by the CFD 2012 Descendants Trust, 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, an aggregate of 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts). She disclaims beneficial ownership of 6,839 shares of Class A Common Stock held as custodian for one or more minor children, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Aidan J. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Quentin F. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Marianne R. Dolan, 837 shares of Class A Common Stock owned of record by the CFD 2012 Grandchildren Trust FBO Kevyn A. Dolan, 10,052 shares of Class A Common Stock owned of record by the CFD 2012 Descendants Trust, 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, 918,981 shares of Class A Common Stock issuable upon the conversion of Class B Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, an aggregate of 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and an aggregate of 6,189,030 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the 2009 Family Trusts, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
The Charles F. Dolan Children Trust FBO Kathleen M. Dolan may be deemed to beneficially own an aggregate of 966,845 shares of Class A Common Stock, including (i) 47,864 shares of Class A Common Stock and (ii) 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Paul J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 12 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney may be deemed to beneficially own an aggregate of 966,845 shares of Class A Common Stock, including (i) 47,864 shares of Class A Common Stock and (ii) 918,981 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 13 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO Marianne Dolan Weber may be deemed to beneficially own an aggregate of 938,666 shares of Class A Common Stock, including (i) 47,864 shares of Class A Common Stock and (ii) 890,802 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Matthew J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 14 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO Thomas C. Dolan may be deemed to beneficially own an aggregate of 966,844 shares of Class A Common Stock, including (i) 39,886 shares of Class A
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Common Stock and (ii) 926,958 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Matthew J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 16 of this Schedule 13D is hereby incorporated by reference.
The Charles F. Dolan Children Trust FBO James L. Dolan may be deemed to beneficially own an aggregate of 1,900,723 shares of Class A Common Stock, including (i) 87,750 shares of Class A Common Stock and (ii) 1,812,973 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan and Paul J. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 17 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO James L. Dolan may be deemed to beneficially own an aggregate of 1,304,501 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,291,206 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 18 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Thomas C. Dolan may be deemed to beneficially own an aggregate of 1,304,501 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,291,206 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 19 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Kathleen M. Dolan may be deemed to beneficially own an aggregate of 1,229,501 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,216,206 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 21 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Marianne E. Dolan Weber may be deemed to beneficially own an aggregate of 1,292,501 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,279,206 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 22 of this Schedule 13D is hereby incorporated by reference.
The 2009 Family Trust FBO Deborah A. Dolan-Sweeney may be deemed to beneficially own an aggregate of 1,124,501 shares of Class A Common Stock, including (i) 13,295 shares of Class A Common Stock and (ii) 1,111,206 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. David M. Dolan and Mary S. Dolan are the trustees and have the shared power to vote and dispose of the shares held by the trust. Charles F. Dolan may be deemed to share power to direct the disposition of the shares held by the trust
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because he has the right to substitute assets with the trust, subject to the trustees reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. The information contained on page 23 of this Schedule 13D is hereby incorporated by reference.
The Ryan Dolan 1989 Trust may be deemed to beneficially own an aggregate of 15,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 24 of this Schedule 13D is hereby incorporated by reference.
The Tara Dolan 1989 Trust may be deemed to beneficially own an aggregate of 15,156 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. Kathleen M. Dolan is the trustee and has the sole power to vote and dispose of the shares held by the trust. The information contained on page 25 of this Schedule 13D is hereby incorporated by reference.
Paul J. Dolan may be deemed to beneficially own an aggregate of 2,963,667 shares of Class A Common Stock, including (i) 231,713 shares of Class A Common Stock, and (ii) 2,731,954 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 4.6% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 96,099 shares of Class A Common Stock (including 4,657 shares of Class A Common Stock held as custodian for one or more minor children and 91,442 shares of Class A Common Stock owned of record by the CFD Trust No. 10) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 2,867,568 shares of Class A Common Stock (including an aggregate of 135,614 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, and an aggregate of 2,731,954 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan). He disclaims beneficial ownership of 4,657 shares of Class A Common Stock held as custodian for one or more minor children, 91,442 shares of Class A Common Stock owned of record by the CFD Trust No. 10, an aggregate of 135,614 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, and an aggregate of 2,731,954 shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan, and this report shall not be deemed to be an admission that he is the beneficial owner of such securities. See Exhibit A.
Matthew J. Dolan may be deemed to beneficially own an aggregate of 1,909,497 shares of Class A Common Stock, including (i) 91,737 shares of Class A Common Stock and (ii) 1,817,760 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents approximately 3.0% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 2,387 shares of Class A Common Stock (including 1,225 shares of Class A Common Stock owned of record personally and 1,162 shares of Class A Common Stock held as custodian for a minor child) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,907,110 shares of Class A Common Stock (including 950 shares of Class A Common Stock owned jointly with his spouse, 650 shares of Class A Common Stock held by his spouse as custodian for a minor child and an aggregate of 87,750 shares of Class A Common stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan and an aggregate of 1,817,760 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan). He disclaims beneficial ownership of 1,162 shares of Class A Common Stock held as custodian for a minor child, 650 shares of Class A Common Stock held by his spouse as custodian for a minor child and an aggregate of 87,750 shares of Class A Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan and an aggregate of 1,817,760 shares of Class A Common Stock
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issuable upon conversion of an equal number of shares of Class B Common Stock owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. See Exhibit A.
Neither the CFD 2009 Family Trust FBO Patrick F. Dolan nor the Charles F. Dolan Children Trust FBO Patrick F. Dolan beneficially owns any shares of Common Stock.
(c) The following transactions in the Issuers Securities have been effected by Group Members and Former Group Members within the 60 days prior to this filing:
On September 9, 2016, 4,546 restricted stock units held by James L. Dolan vested and were settled and converted into shares of Class A Common Stock. 1,639 shares valued at $17.59 per share of Class A Common Stock were withheld for the payment of taxes, resulting in a net issuance of 2,907 shares of Class A Common Stock.
On September 12, 2016, Patrick F. Dolan, the CFD 2009 Family Trust FBO Patrick F. Dolan and the Charles F. Dolan Children Trust FBO Patrick F. Dolan sold, and James L. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan purchased, the number of shares of the Issuers Class A Common Stock and Class B Common Stock indicated in the table below at a purchase price of $16.80 per share.
Seller |
Shares | Buyer | ||||||||||||
Class A Shares |
Class B Shares |
Total Shares |
||||||||||||
Patrick F. Dolan |
1,472 | | 1,472 | James L. Dolan | ||||||||||
CFD 2009 Family Trust |
13,295 | 1,209,206 | 1,222,501 | James L. Dolan | ||||||||||
CFD Children Trust |
47,864 | 886,015 | 933,879 | Charles F. Dolan Children Trust FBO James L. Dolan | ||||||||||
Subtotal |
62,631 | 2,095,221 | 2,157,852 |
Item 6 | Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. |
The disclosure in Item 6 of the Schedule is hereby amended to read in its entirety as follows:
THE CLASS B STOCKHOLDERS AGREEMENT
On January 13, 2010, the Group Members executed a Stockholders Agreement (the Class B Stockholders Agreement), as amended by the Amended and Restated Class B Stockholders Agreement, dated November 19, 2010, the Second Amended and Restated Class B Stockholders Agreement, dated November 15, 2013, and the Third A&R Class B Stockholders Agreement. The purpose of the Class B Stockholders Agreement is to consolidate control of the Issuer among the Group Members. As a result of this agreement and action taken by the Issuers board of directors, the Issuer qualifies as a controlled company under the rules of the New York Stock Exchange.
Voting. Under the Third A&R Class B Stockholders Agreement, the Group Members have agreed to vote as a group with respect to any matter on which any shares of Class B Common Stock are entitled to vote. Decisions on how the Group Members will vote with respect to their shares of Class B Common Stock will be made in accordance with the determination of the Dolan Family Committee. The Dolan Family Committee consists of Charles F. Dolan and his six children, James L. Dolan, Thomas C. Dolan, Patrick F. Dolan Kathleen M. Dolan, Deborah A. Dolan-Sweeney and Marianne Dolan Weber, or their designees (collectively, the Dolan Siblings). The Dolan Family Committee generally acts by vote of a majority of the Dolan Siblings, except that approval of a going-private transaction must be approved by a two-thirds vote and approval of a change in control transaction must be approved by not less than all but one of the votes of the Dolan Siblings. As a result of the consummation of the transactions contemplated by the Purchase Agreement, Patrick F. Dolan ceased to be a voting member of the Dolan Family Committee, James L Dolan became entitled to one additional vote on that committee (for a total of two votes) and, as a result of this additional vote, James L. Dolan will have the ability to block Dolan Family Committee
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approval of any Issuer change in control transaction. The decisions of the Dolan Family Committee will be non-binding with respect to certain Class B Shareholders that are trusts (the Excluded Trusts). The Excluded Trusts will vote their shares of Class B Common Stock at the direction of Excluded Trusts holding a majority of the shares of Class B Common Stock held by all of the Excluded Trusts, except that supermajority approval will be required for a vote in favor of any transaction that would result in a change in control of the Issuer or a going-private transaction with respect to the Issuer.
Transfers. Without the approval of the Dolan Family Committee, acting by a two-thirds vote, a Class B Stockholder may not transfer shares of Class B Common Stock other than to Group Members and related persons (each such party, a Permitted Holder), unless such shares are first converted into shares of Class A Common Stock. The foregoing requirement and the other transfer restrictions in the Third A&R Class B Stockholders Agreement do not apply to Charles F. Dolan or Helen A. Dolan or any trust of which either of them is a trustee to the extent approved by Charles F. Dolan and at least two Dolan Siblings.
Change in Control. No Class B Stockholders will be permitted to sell their shares of Class B Common Stock if such sale would result in a change in control of the Issuer, unless such sale is approved by not less than all but one of the Dolan Siblings.
Market Sale. Subject to the other transfer provisions, the parties to the Third A&R Class B Stockholders Agreement will have a right of first offer and a tag-along right with respect to any proposed sale of shares of Class B Common Stock (after conversion to shares of Class A Common Stock) in an open market sale.
Right of First Refusal. Subject to the other transfer provisions, the parties to the Third A&R Class B Stockholders Agreement will have a right of first refusal with respect to any proposed sale of shares of Class B Common Stock, other than to a Permitted Holder, in a private transaction.
Tag-Along Rights. Subject to the other transfer provisions, the parties to the Third A&R Class B Stockholders Agreement will have a tag-along right with respect to any proposed sale of shares of Class B Common Stock, other than to a Permitted Holder, if such sale would result in a change in control of the Issuer.
Drag-Along Rights. If, after complying with the other transfer provisions, one or more Class B Stockholders propose to sell all of their shares of Class B Common Stock, other than to a Permitted Holder, and such sale would result in a change in control of the Issuer, such Class B Stockholders will have the right to require the other Class B Stockholders to sell all of their shares of Class B Common Stock in the same transaction.
The Third A&R Class B Stockholders Agreement also contains certain agreements among the Group Members related to the pledge of shares of Class B Common Stock, the exercise of registration rights and other matters.
The foregoing summary of the Third A&R Class B Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the Third A&R Class B Stockholders Agreement, which is filed as Exhibit 7 to Amendment No. 10 to the Schedule and incorporated herein by reference.
REGISTRATION RIGHTS AGREEMENTS
All Group Members other than the Dolan Children Trusts have entered into a registration rights agreement with the Issuer (the Dolan Affiliates Agreement), and the Dolan Children Trusts have entered into a registration rights agreement with the Issuer, (the Dolan Children Trusts Agreement and, together with the Dolan Affiliates Agreement, the Registration Rights Agreements).
Under the Registration Rights Agreements, the Group Members are entitled, subject to certain conditions, to require the Issuer to register the sale of some or all of their shares of Class A
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Common Stock (including those issued upon conversion of shares of Class B Common Stock) on up to four occasions in the aggregate. The Group Members are also entitled to sell such shares as part of certain registered offerings by the Issuer, subject to certain conditions.
In the Dolan Children Trusts Agreement, each Dolan Children Trust has agreed that in the case of any sale or disposition of its shares of Class B Common Stock (other than to Charles F. Dolan or other Dolan family interests) by such Dolan Children Trust, or of any of the shares of Class B Common Stock owned by the Dolan Children Trusts by any other Dolan family interest to which such shares of Class B Common Stock are transferred, such shares will be converted into shares of Class A Common Stock. This conversion obligation does not apply to any other shares of Class B Common Stock, and the Dolan Affiliates Agreement does not include any conversion obligation.
The Dolan Family Foundation is a party to, and has registration rights under, the Dolan Affiliates Agreement.
The foregoing summary of the Registration Rights Agreements does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreements, which are filed as exhibits to the Schedule and incorporated herein by reference.
PURCHASE AGREEMENT
Pursuant to a Stock Purchase Agreement, dated as of September 12, 2016 (the Purchase Agreement), among Charles F. Dolan Children Trust FBO Patrick F. Dolan, CFD 2009 Family Trust FBO Patrick F. Dolan and Patrick F. Dolan, as Sellers (the Sellers), and Charles F. Dolan Children Trust FBO James L. Dolan, CFD 2009 Family Trust FBO James L. Dolan and James L. Dolan, as Buyers (the Buyers), the Sellers sold, and James L. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan purchased, an aggregate of 62,631 shares of Class A Common Stock and an aggregate of 2,095,221 shares of Class B Common Stock of the Issuer owned by the Sellers. The purchase price for the shares was equal to the average of the closing prices per share of Class A Common Stock on The New York Stock Exchange for each of the trading days during the month of August 2016.
See Item 5(c) for additional information regarding the sales and purchases of Common Stock under the Purchase Agreement.
The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 8 to this Amendment No. 11 and incorporated herein by reference.
Item 7 | Material to be Filed as an Exhibit. |
The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order:
Exhibit B.11: Joint Filing Agreement, dated September 12, 2016.
Exhibit 8. Stock Purchase Agreement, dated as of September 12, 2016 (the Purchase Agreement), among Charles F. Dolan Children Trust FBO Patrick F. Dolan, CFD 2009 Family Trust FBO Patrick F. Dolan and Patrick F. Dolan, as Sellers, and Charles F. Dolan Children Trust FBO James L. Dolan, CFD 2009 Family Trust FBO James L. Dolan and James L. Dolan, as Buyers.
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Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Date: September 12, 2016
CHARLES F. DOLAN, individually, and as Trustee of the Charles F. Dolan 2009 Revocable Trust |
* |
Charles F. Dolan |
HELEN A. DOLAN, individually, and as Trustee of the Helen A. Dolan 2009 Revocable Trust |
* |
Helen A. Dolan |
JAMES L. DOLAN, individually |
/s/ James L. Dolan |
James L. Dolan |
THOMAS C. DOLAN, individually |
/s/ Thomas C. Dolan |
Thomas C. Dolan |
PATRICK F. DOLAN, individually |
* |
Patrick F. Dolan |
MARIANNE E. DOLAN WEBER, individually |
* |
Marianne Dolan Weber |
DEBORAH A. DOLAN-SWEENEY, individually |
* |
Deborah A. Dolan-Sweeney |
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KATHLEEN M. DOLAN, individually, and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Patrick F. Dolan, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan, and as Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust | ||
* | ||
Kathleen M. Dolan | ||
CHARLES F. DOLAN CHILDREN TRUST FBO KATHLEEN M. DOLAN | ||
CHARLES F. DOLAN CHILDREN TRUST FBO JAMES L. DOLAN | ||
* | ||
By: | Paul J. Dolan, Trustee | |
CHARLES F. DOLAN CHILDREN TRUST FBO MARIANNE DOLAN WEBER | ||
CHARLES F. DOLAN CHILDREN TRUST FBO THOMAS C. DOLAN | ||
* | ||
By: | Matthew J. Dolan, Trustee | |
CHARLES F. DOLAN CHILDREN TRUST FBO DEBORAH DOLAN-SWEENEY | ||
CHARLES F. DOLAN CHILDREN TRUST FBO PATRICK F. DOLAN | ||
* | ||
By: | Mary S. Dolan, Trustee |
Page 39 of 41
CFD 2009 FAMILY TRUST FBO KATHLEEN M. DOLAN | ||
CFD 2009 FAMILY TRUST FBO DEBORAH A. DOLAN-SWEENEY | ||
CFD 2009 FAMILY TRUST FBO MARIANNE E. DOLAN WEBER | ||
CFD 2009 FAMILY TRUST FBO PATRICK F. DOLAN | ||
CFD 2009 FAMILY TRUST FBO THOMAS C. DOLAN | ||
CFD 2009 FAMILY TRUST FBO JAMES L. DOLAN | ||
* | ||
By: | Mary S. Dolan, Trustee | |
* | ||
By: | David M. Dolan, Trustee | |
DAVID M. DOLAN, as a Trustee of the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney | ||
* | ||
David M. Dolan | ||
MARY S. DOLAN, as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney |
Page 40 of 41
* |
Mary S. Dolan |
*By: | /s/ Brian G. Sweeney | |
Brian G. Sweeney | ||
as Attorney-in-Fact |
Page 41 of 41
Exhibit B.11
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
Date: September 12, 2016
CHARLES F. DOLAN, individually, and as Trustee of the Charles F. Dolan 2009 Revocable Trust |
* |
Charles F. Dolan |
HELEN A. DOLAN, individually, and as Trustee of the Helen A. Dolan 2009 Revocable Trust |
* |
Helen A. Dolan |
JAMES L. DOLAN, individually |
/s/ James L. Dolan |
James L. Dolan |
THOMAS C. DOLAN, individually |
/s/ Thomas C. Dolan |
Thomas C. Dolan |
PATRICK F. DOLAN, individually |
* |
Patrick F. Dolan |
MARIANNE E. DOLAN WEBER, individually |
* |
Marianne Dolan Weber |
DEBORAH A. DOLAN-SWEENEY, individually |
* |
Deborah A. Dolan-Sweeney |
KATHLEEN M. DOLAN, individually, and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Patrick F. Dolan, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan, and as Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust |
* |
Kathleen M. Dolan |
CHARLES F. DOLAN CHILDREN TRUST FBO KATHLEEN M. DOLAN |
CHARLES F. DOLAN CHILDREN TRUST FBO JAMES L. DOLAN |
* |
By: Paul J. Dolan, Trustee |
CHARLES F. DOLAN CHILDREN TRUST FBO MARIANNE DOLAN WEBER |
CHARLES F. DOLAN CHILDREN TRUST FBO THOMAS C. DOLAN |
* |
By: Matthew J. Dolan, Trustee |
CHARLES F. DOLAN CHILDREN TRUST FBO DEBORAH DOLAN-SWEENEY |
CHARLES F. DOLAN CHILDREN TRUST FBO PATRICK F. DOLAN |
* |
By: Mary S. Dolan, Trustee |
CFD 2009 FAMILY TRUST FBO KATHLEEN M. DOLAN |
CFD 2009 FAMILY TRUST FBO DEBORAH A. DOLAN-SWEENEY |
CFD 2009 FAMILY TRUST FBO MARIANNE E. DOLAN WEBER |
CFD 2009 FAMILY TRUST FBO PATRICK F. DOLAN |
CFD 2009 FAMILY TRUST FBO THOMAS C. DOLAN |
CFD 2009 FAMILY TRUST FBO JAMES L. DOLAN |
* |
By: Mary S. Dolan, Trustee |
* |
By: David M. Dolan, Trustee |
DAVID M. DOLAN, as a Trustee of the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney |
* |
David M. Dolan |
MARY S. DOLAN, as a Trustee of the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney |
* |
Mary S. Dolan |
*By: | /s/ Brian G. Sweeney | |
Brian G. Sweeney | ||
as Attorney-in-Fact |
Exhibit 8
MSG AND MSGN
STOCK PURCHASE AGREEMENT
Dated as of September 12, 2016
Table of Contents
Page | ||||||
ARTICLE 1 |
||||||
Sale and Purchase of Shares | ||||||
Section 1.1 |
Sale and Purchase of Shares | 1 | ||||
Section 1.2 |
Closing | 2 | ||||
ARTICLE 2 |
||||||
Representations and Warranties of the Sellers | ||||||
Section 2.1 |
Status | 2 | ||||
Section 2.2 |
Trust and Governmental Authorization | 2 | ||||
Section 2.3 |
Non-Contravention | 3 | ||||
Section 2.4 |
Capitalization; Title to Shares | 3 | ||||
Section 2.4 |
Sale of Shares, Etc | 3 | ||||
Section 2.6 |
Litigation | 4 | ||||
Section 2.8 |
Finders Fees | 4 | ||||
ARTICLE 3 |
||||||
Representations and Warranties of the Buyers | ||||||
Section 3.1 |
Status | 4 | ||||
Section 3.2 |
Trust and Governmental Authorization | 4 | ||||
Section 3.3 |
Non-Contravention | 5 | ||||
Section 3.4 |
Purchase for Investment, Etc | 5 | ||||
Section 3.5 |
Litigation | 6 | ||||
Section 3.6 |
Finders Fees | 6 | ||||
ARTICLE 4 |
||||||
Certain Covenants | ||||||
Section 4.3 |
Governmental Approvals; Third Party Consents | 6 | ||||
Section 4.5 |
Further Assurances | 6 | ||||
Section 4.7 |
Public Announcements | 7 | ||||
ARTICLE 5 |
||||||
Conditions Precedent | ||||||
Section 5.1 |
Conditions to Obligations of Buyer and Seller | 7 | ||||
Section 5.2 |
Conditions to Obligations of Buyer | 7 | ||||
Section 5.3 |
Conditions to Obligations of the Sellers | 8 | ||||
ARTICLE 6 |
||||||
Termination | ||||||
Section 6.1 |
Termination | 8 | ||||
Section 6.2 |
Effect of Termination | 9 |
i
Table of Contents
(continued)
Page | ||||||
ARTICLE 7 |
||||||
Definitions | ||||||
Section 7.1 |
Certain Terms | 9 | ||||
ARTICLE 8 |
||||||
Miscellaneous | ||||||
Section 8.1 |
Survival | 12 | ||||
Section 8.2 |
Notices | 12 | ||||
Section 8.3 |
Amendment; Waivers, Etc | 13 | ||||
Section 8.4 |
Expenses | 13 | ||||
Section 8.5 |
Purchase Price Adjustment | 14 | ||||
Section 8.6 |
Governing Law, etc | 14 | ||||
Section 8.7 |
Successors and Assigns | 15 | ||||
Section 8.8 |
Entire Agreement | 15 | ||||
Section 8.9 |
Severability | 15 | ||||
Section 8.10 |
Counterparts; Effectiveness; Third Party Beneficiaries | 15 | ||||
Section 8.10 |
Specific Performance; Limitation on Liability | 16 | ||||
Schedule A |
Sellers and Buyers |
ii
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT, dated as of September 12, 2016 (this Agreement), is made by and among the individuals and trusts signatory hereto under the heading Sellers (collectively, the Sellers and each, a Seller) and the individuals and trusts signatory hereto under the heading Buyers (collectively, the Buyers and each, a Buyer). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 7.1.
R E C I T A L S:
WHEREAS, each Seller owns (i) the shares of capital stock of MSG Networks Inc., a Delaware corporation (MSGN), set forth opposite such Sellers name under the section labeled MSGN on Schedule A hereto (such shares, the MSGN Shares) and (ii) the shares of capital stock of The Madison Square Garden Company, a Delaware corporation (MSG), set forth opposite such Sellers name under the section labeled MSG on Schedule A hereto (such shares, the MSG Shares and, together with the MSGN Shares, the Shares);
WHEREAS, the Shares include all MSG Shares and MSGN Shares held by the Sellers at the effective time of the spin-off of MSG from MSGN on September, 30, 2015;
WHEREAS, each Seller wishes to sell, convey, assign and transfer the Shares owned by such Seller to the Buyers, and each Buyer wishes to purchase, acquire and accept from the Sellers on the terms and conditions set forth in this Agreement (i) the MSGN Shares set forth opposite such Buyers name under the section labeled MSGN on Schedule A hereto and (ii) the MSG Shares set forth opposite such Buyers name under the section labeled MSG on Schedule A hereto; and
WHEREAS, the Purchase Price was determined by arms length negotiation between the Sellers and the Buyers and is intended to reflect the fair market value of the Shares.
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1
Sale and Purchase of Shares
Section 1.1 Sale and Purchase of Shares. Subject to the terms and conditions hereof, at the Closing, each Seller shall sell, convey, assign and transfer such Sellers Shares to the Buyers, and each Buyer shall purchase, acquire and accept from the Sellers, free and clear of all Liens (other than Permitted Liens), the Shares set forth opposite such Buyers name on Schedule A hereto in the column labeled Shares for the consideration set forth herein.
Section 1.2 Closing.
(a) Closing Date. The closing of the sale and purchase of the Shares (the Closing) shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022, at 10:00 a.m. on the later of (i) September 12, 2016 and (ii) the date that is two Business Days after the conditions set forth in Article 5 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), unless another time, date or place is agreed to in writing by Patrick F. Dolan and James L. Dolan. The date on which the Closing actually occurs is referred to hereinafter as the Closing Date.
(b) Closing Deliverables. At the Closing (i) Sellers shall convey, assign, transfer and deliver to Buyers, free and clear of any Liens (other than Permitted Liens), the Shares and (ii) the Buyers shall pay to the Sellers, by wire transfer of immediately available funds to an account or accounts designated by the Sellers at least two Business Days prior to the Closing Date, an amount equal to the Purchase Price.
ARTICLE 2
Representations and Warranties of the Sellers
Each Seller, severally and not jointly, represents and warrants to the Buyers, as of the date hereof and as of the Closing Date, as follows:
Section 2.1 Status. If such Seller is not an individual, such Seller is a trust duly formed and validly existing under the laws of its jurisdiction of formation.
Section 2.2 Trust and Governmental Authorization.
(a) Such Seller has all requisite power and authority to execute and deliver this Agreement, to perform his or its obligations hereunder and to consummate the transactions contemplated hereby. If such Seller is not an individual, the execution and delivery of this Agreement by such Seller and the performance of such Sellers obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of such Seller. Such Seller has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general principles of equity (whether considered at law or in equity).
(b) The execution and delivery of this Agreement by such Seller and the performance of his or its obligations hereunder require no action by or in respect of, or filing with, any Governmental Authority, other than (i) an amendment to the Schedule 13D of the Dolan family group, (ii) Forms 4 to be filed by certain Sellers and (iii) any actions or filings under Laws the absence of which would not be, individually or in the aggregate, materially adverse to such Seller or materially impair the ability of such Seller to consummate the transactions contemplated hereby.
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Section 2.3 Non-Contravention. The execution and delivery of this Agreement by such Seller and the performance of his or its obligations hereunder do not and will not (a) conflict with or result in any violation or breach of any provision of the Trust Agreement of such Seller, if such Seller is a trust, (b) assuming compliance with the matters referred to in Section 2.2(b), conflict with or result in any violation or breach of any provision of any applicable Law or (c) require any consent of or other action by any Person under any provision of any material agreement or other instrument to which such Seller is a party. Notwithstanding anything herein to the contrary, no Seller makes any representation or warranty with respect to the League Consent, the National Basketball Association, the National Hockey League or any agreements between MSG and its Affiliates and stockholders, on the one hand, and the National Basketball Association or National Hockey League, on the other hand.
Section 2.4 Capitalization; Title to Shares. The Shares constitute all of the shares of capital stock of MSG and MSGN beneficially owned by such Seller. Such Seller owns such Shares beneficially and of record, free and clear of any Lien (other than Permitted Liens). Upon delivery of and payment for such Shares at the Closing, the Buyers will acquire good and valid title to all of such Shares, free and clear of any Lien (other than Permitted Liens).
Section 2.5 Sale of Shares, Etc. Such Seller:
(a) is a sophisticated investor and has sufficient knowledge and experience in financial and business matters so as to be capable of (i) evaluating the merits and risks of his or its sale of the Shares, (ii) evaluating and negotiating the terms of this Agreement and (iii) bearing the economic risks of such sale;
(b) has deemed appropriate and has freely and voluntarily made an informed and knowledgeable decision with respect to the transactions contemplated hereby without any recommendation from MSG, MSGN, any Buyer, any of their respective Affiliates or any of their respective directors, officers, employees, partners, shareholders, advisors, attorneys-in-fact, representatives or agents;
(c) has performed his or its own independent evaluation and analysis in connection with the sale of the Shares and acknowledges that none of MSG, MSGN, any Buyer, any of their respective Affiliates or any of their respective directors, officers, employees, partners, shareholders, advisors, attorneys-in-fact, representatives or agents has made any statement, representation, warranty, covenant or agreement, express or implied, regarding the transactions contemplated hereby or regarding the Shares or the condition (financial or otherwise), properties, prospects or results of operations of MSG or MSGN;
(d) acknowledges that (i) James L. Dolan is the Executive Chairman of each of MSG and MSGN and the Buyers and their Affiliates may possess or have access to material non-public information regarding MSG, MSGN or the Shares that has not been communicated to the Sellers or their Affiliates, (ii) such information may be material to a determination of a fair value of the Shares and that value may be substantially higher or lower than the market value of the Shares on the Closing Date or the Purchase Price, (iii) no Buyer shall have any duty or responsibility to provide such Seller with any such information prior to or in connection with the Closing and (iv) such Seller has determined to proceed with the sale of the Shares notwithstanding that the Buyers may have such Information;
3
(e) does not and will not have, and hereby waives, to the fullest extent permitted by applicable Law, any claims against the Buyers in connection with the sale of the Shares, except as expressly set forth herein; and
(f) acknowledges that the Buyers may rely on the truth and correctness of the foregoing representations and acknowledgments in this Section 2.5 in connection with the transactions contemplated hereby.
Section 2.6 Litigation. There is no Litigation pending against, or, to the Knowledge of such Seller, threatened against or affecting, such Seller before any court or arbitrator or any Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.
Section 2.7 Finders Fees. There is no investment banker, broker, finder or other intermediary retained by or authorized to act on behalf of such Seller or any of its Affiliates who might be entitled to any fee or commission from the Buyers or any of their respective Affiliates upon consummation of the transactions contemplated hereby.
ARTICLE 3
Representations and Warranties of the Buyers
Each Buyer, severally and not jointly, represents and warrants to the Sellers, as of the date hereof and as of the Closing Date, as follows:
Section 3.1 Status. If such Buyer is not an individual, such Buyer is a trust duly formed and validly existing under the laws of its jurisdiction of formation.
Section 3.2 Trust and Governmental Authorization.
(a) Such Buyer has all requisite power and authority to execute and deliver this Agreement, to perform his or its obligations hereunder and to consummate the transactions contemplated hereby. If such Buyer is not an individual, the execution and delivery of this Agreement by such Buyer and the performance of such Buyers obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of such Buyer. Such Buyer has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of such Buyer, enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general principles of equity (whether considered at law or in equity).
(b) The execution and delivery of this Agreement by such Buyer and the performance of its obligations hereunder require no action by or in respect of, or filing with, any Governmental Authority other than (i) under the HSR Act with respect to the purchase of the MSG Shares, (ii) an amendment to the Schedule 13D of the Dolan family group, (ii) Forms 4 to be filed by certain Buyers and (iii) any actions or filings under Laws the absence of which would not be, individually or in the aggregate, materially adverse to such Buyer or materially impair the ability of such Buyer to consummate the transactions contemplated hereby.
4
Section 3.3 Non-Contravention. The execution and delivery of this Agreement by such Buyer and the performance of his or its obligations hereunder do not and will not (a) conflict with or result in any violation or breach of any provision of the Trust Agreement of such Buyer, if such Buyer is a trust, (b) assuming compliance with the matters referred to in Section 2.2(b), conflict with or result in any violation or breach of any provision of any applicable Law or (c) other than the League Consent and the BOA Notice, require any consent of or other action by any Person under any provision of any material agreement or other instrument to which such Buyer is a party.
Section 3.4 Purchase for Investment, Etc. Such Buyer
(a) is purchasing the Shares for investment for his or its own account and not with a view to, or for sale in connection with, any distribution thereof;
(b) is an accredited investor as defined in Rule 501(a) under the Securities Act of 1933, as amended;
(c) is a sophisticated investor and has sufficient knowledge and experience in financial and business matters so as to be capable of (i) evaluating the merits and risks of his or its investment in the Shares, (ii) evaluating and negotiating the terms of this Agreement and (iii) bearing the economic risks of such investment;
(d) has deemed appropriate and has freely and voluntarily made an informed and knowledgeable decision with respect to the transactions contemplated hereby without any recommendation from MSG, MSGN, any Seller, any of their respective Affiliates or any of their respective directors, officers, employees, partners, shareholders, advisors, attorneys-in-fact, representatives or agents;
(e) has performed his or its own independent evaluation and analysis in connection with the purchase of the Shares and acknowledges that none of MSG, MSGN, any Seller, any of their respective Affiliates or any of their respective directors, officers, employees, partners, shareholders, advisors, attorneys-in-fact, representatives or agents has made any statement, representation, warranty, covenant or agreement, express or implied, regarding the transactions contemplated hereby or regarding the Shares or the condition (financial or otherwise), properties, prospects or results of operations of MSG or MSGN;
(f) does not and will not have, and hereby waives, to the fullest extent permitted by applicable Law, any claims against the Sellers in connection with the purchase of the Shares, except as expressly set forth herein; and
(g) acknowledges that the Sellers may rely on the truth and correctness of the foregoing representations and acknowledgments in this Section 3.4 in connection with the transactions contemplated hereby.
5
Section 3.5 Litigation. There is no Litigation pending against, or, to the Knowledge of such Buyer, threatened against or affecting, such Buyer before any court or arbitrator or any Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.
Section 3.6 Finders Fees. There is no investment banker, broker, finder or other intermediary retained by or authorized to act on behalf of such Buyer or any of its Affiliates who might be entitled to any fee or commission from the Sellers or any of their respective Affiliates upon consummation of the transactions contemplated hereby.
ARTICLE 4
Certain Covenants
Section 4.1 Governmental Approvals; Third Party Consents. From the date hereof until the Closing:
(a) Each party shall use all reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all other things, that are necessary, proper or advisable in order for such party to fulfill and perform its respective obligations in respect of this Agreement, to cause the conditions to its respective obligations set forth in Article 5 to be fulfilled and otherwise to consummate and make effective the transactions contemplated hereby and thereby.
(b) The parties shall, as promptly as practicable, make, or cause to be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates, including an amendment to the Schedule 13D to be filed by the Dolan family group, give such reasonable undertakings as may be required in connection therewith, and use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations and approvals from all Governmental Authorities and other Persons necessary to be obtained by such party or any of its Affiliates, in each case in connection with this Agreement or the consummation of the transactions contemplated hereby. Without limiting the foregoing, the (i) Buyers shall as promptly as practicable (A) make, or cause to be made, all filings and submissions required under the HSR Act with respect to the purchase of the MSG Shares and (B) seek the League Consent and (ii) Sellers shall cooperate with the Buyers in seeking the League Consent.
(c) Each party shall, and shall cause its Affiliates to, coordinate and cooperate with the other party and its Affiliates in exchanging such information and supplying such reasonable assistance as may be reasonably requested by the other parties in connection with the filings and other actions contemplated by this Section 4.1.
(d) The Buyers shall deliver or cause MSG to deliver the BOA Notice to Bank of America, N.A. prior to the opening of trading on The New York Stock Exchange on the Closing Date, if the Buyers are advised by MSG that such notice is required.
Section 4.2 Further Assurances. Following the Closing, Sellers and Buyers shall execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary to confirm and assure the rights and obligations provided for in this Agreement and render effective the consummation of the transactions contemplated hereby, or otherwise to carry out the intent and purposes of this Agreement.
6
Section 4.3 Public Announcements. Except as required by applicable Law or applicable stock exchange requirements, neither the Buyers, on the one hand, nor Sellers, on the other hand, shall make, or permit any of their Affiliates or representatives to make, any public announcement in respect of this Agreement or the transactions contemplated hereby without the prior written consent of the other.
ARTICLE 5
Conditions Precedent
Section 5.1 Conditions to Obligations of Buyers and Sellers. The obligations of the Buyers and Sellers to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following conditions:
(a) No Injunction, etc. Consummation of the transactions contemplated hereby shall not have been restrained, enjoined or otherwise prohibited or made illegal by any applicable Law.
(b) HSR Act. The notification of James L. Dolan pursuant to the HSR Act shall have been made and the applicable waiting period shall have expired or been terminated.
(c) League Consent. The Sellers and Buyers shall have received the League Consent, in form and substance reasonably satisfactory to James L. Dolan and Patrick F. Dolan, and such consent shall not have been revoked, or James L. Dolan and Patrick F. Dolan shall be satisfied that no such consent is required.
(d) Trading Window. The Closing Date shall either be on a day when (i) the insider trading policies of MSG and MSGN permit their directors and officers to sell and purchase shares of capital stock of MSG and MSGN, respectively, or (ii) a waiver of such insider trading policies shall have been properly obtained from MSG and/or MSGN to permit the sale and purchase of the Shares contemplated hereby to take place.
(e) Cross-Conditionality. The sale and purchase of the MSGN Shares shall be conditioned on the substantially concurrent sale and purchase of the MSG Shares, and the sale and purchase of the MSG Shares shall be conditioned on the substantially concurrent sale and purchase of the MSGN Shares, in each case, unless Patrick F. Dolan and James L. Dolan agree otherwise in writing.
(f) Discount Rate. James L. Dolan and Patrick F. Dolan shall have agreed to the Grantor Trust Discount Rate, as determined by an independent third party selected by James L. Dolan and Patrick F. Dolan.
Section 5.2 Conditions to Obligations of Buyers. The obligation of the Buyers to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions:
7
(a) Representations; Performance. The representations and warranties contained in Article 2 of this Agreement shall be true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of such time (provided that the representations and warranties contained in Section 2.4 shall be true and correct in all respects at and as of such times). The Sellers shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by the Sellers at or prior to the Closing.
Section 5.3 Conditions to Obligations of the Sellers. The obligation of the Sellers to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions:
(a) Representations; Performance. The representations and warranties contained in Article 3 of this Agreement shall be true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of such time. The Buyers shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by the Buyers at or prior to the Closing.
(b) Release and Indemnity. James L. Dolan shall have executed and delivered to Patrick F. Dolan a release and indemnification agreement in a form acceptable to each of Patrick F. Dolan and James L. Dolan.
ARTICLE 6
Termination
Section 6.1 Termination. This Agreement may be terminated at any time prior to the Closing Date:
(a) by the written agreement of Patrick F. Dolan and James L. Dolan;
(b) by either the Buyers, on the one hand, or the Sellers, on the other hand, by notice to the other, if:
(i) the Closing shall not have been consummated on or before October 3, 2016 (the End Date), provided that the right to terminate this Agreement pursuant to this Section 6.1(b)(i) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such time; or
(ii) (A) there shall be any Law that makes consummation of the Closing illegal or otherwise prohibited or (B) any judgment, injunction, order or decree of any Governmental Authority having competent jurisdiction enjoining any Buyer or Seller from consummating the Closing is entered and such judgment, injunction, order or decree shall have become final and nonappealable;
8
(c) by the Buyers by notice to the Sellers, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Sellers set forth in this Agreement shall have occurred that would cause the condition set forth in Section 5.2(a) not to be satisfied, and such breach is incapable of being cured by the End Date, provided that the Buyers shall not have the right to terminate this Agreement pursuant to this Section 6.1(c) if any Buyer is then in material breach or violation of its representations, warranties or covenants contained in this Agreement; or
(d) by the Sellers by notice to the Buyers, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Buyers set forth in this Agreement shall have occurred that would cause the condition set forth in Section 5.3(a) not to be satisfied, and such breach is incapable of being cured by the End Date, provided that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 6.1(d) if any Seller is then in material breach or violation of its representations, warranties or covenants contained in this Agreement.
Section 6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, this Agreement shall become void and of no effect without liability of any party (or any of its Affiliates or any of their respective directors, officers, employees, partners, shareholders, advisors, attorneys-in-fact, representatives or agents) to any other party hereto, provided that no such termination shall relieve any party of liability for a willful and material breach of this Agreement prior to such termination. The provisions of this Section 6.2 and Section 7.1, Section 8.1, Section 8.6 and Section 8.11 shall survive any termination hereof pursuant to Section 6.1.
ARTICLE 7
Definitions
Section 7.1 Certain Terms. The following terms have the respective meanings given to them below:
Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person (provided that none of MSG, MSGN or their respective subsidiaries shall be deemed Affiliates of any Seller or Buyer).
Agreement has the meaning set forth in the Preamble.
Business Day means any day that is not (i) a Saturday, (ii) a Sunday or (iii) any other day on which commercial banks are authorized or required by law to be closed in the City of New York.
BOA Notice means that certain notice that may be required to be delivered to Bank of America, N.A. in connection with the transactions contemplated hereby pursuant to that certain Rule 10b5-1 purchase plan agreement between MSG and Bank of America, N.A.
Buyer and Buyers have the meanings set forth in the Preamble.
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Closing has the meaning set forth in Section 1.2.
Closing Date has the meaning set forth in Section 1.2.
End Date has the meaning set forth in Section 6.1(b)(i).
Governmental Authority means any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court, tribunal or arbitrator and any self-regulatory organization.
Grantor Trust Discount Rate means 16.78225%, which is the rate determined by William J. Bell, an independent third party selected by James L. Dolan and Patrick F. Dolan, by which the MSG Per Share Base Price for the Grantor Trust Shares shall be discounted to account for the fact that CFD 2009 Family Trust FBO James L. Dolan will not receive a step-up in basis in connection with its purchase of the Grantor Trust Shares.
Grantor Trust Purchase Price means, in the case of the Grantor Trust Shares, the number of such Grantor Trust Shares multiplied by the MSG Per Share Grantor Trust Price.
Grantor Trust Shares means all MSG Shares owned by CFD 2009 Family Trust FBO Patrick F. Dolan to be purchased by CFD 2009 Family Trust FBO James L. Dolan, as set forth on Schedule A hereto.
HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.
Knowledge of any Person that is not an individual means the knowledge of any officer, trustee, general partner or manager of such Person or, in the case of an individual, the knowledge of such individual, in each case after reasonable inquiry.
Laws means all laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.
League Consent means the written consent of the National Basketball Association to the purchase of the MSG Shares contemplated hereby.
Lien means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, lease, encumbrance or other adverse claim of any kind in respect of such property or asset.
Litigation means any action, cease and desist letter, demand, suit, arbitration proceeding, administrative or regulatory proceeding, citation, summons or subpoena of any nature, civil, criminal, regulatory or otherwise, in law or in equity.
MSG has the meaning set forth in the Recitals.
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MSGN has the meaning set forth in the Recitals.
MSGN Shares has the meaning set forth in the Recitals.
MSGN Per Share Base Price means $16.80 for each MSGN Share, which amount is the average of the daily closing prices per share of Class A common stock of MSGN on The New York Stock Exchange for each of the trading days during the month of August 2016 (as reported by Bloomberg Financial L.P.).
MSG Per Share Base Price means $182.96 for each MSG Share, which amount is the average of the daily closing prices per share of Class A common stock of MSG on The New York Stock Exchange for each of the trading days during the month of August 2016 (as reported by Bloomberg Financial L.P.).
MSG Per Share Grantor Trust Price means, for each Grantor Trust Share, (i) the MSG Per Share Base Price minus (ii) the product of (a) the MSG Per Share Base Price multiplied by (b) the Grantor Trust Discount Rate.
MSG Shares has the meaning set forth in the Recitals.
Non-Grantor Trust Purchase Price means, in the case of the Non-Grantor Trust Shares (i) the number of such MSG Shares multiplied by the MSG Per Share Base Price and (ii) the number of such MSGN Shares multiplied by the MSGN Per Share Base Price.
Non-Grantor Trust Shares means all Shares other than the Grantor Trust Shares.
Permitted Liens means any encumbrances created by (i) that certain Class B Stockholders Agreement of MSG, dated September 15, 2015, (ii) that certain Class B Stockholders Agreement of MSGN dated October 1, 2015, (iii) applicable securities Laws and (iv) agreements between any of MSG, its Affiliates and certain of its stockholders, on the one hand, and the National Basketball Association or National Hockey League, on the other hand.
Person means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
Purchase Price means the sum of the Grantor Trust Purchase Price and the Non-Grantor Trust Purchase Price.
Seller and Sellers have the meanings set forth in the Preamble.
Shares has the meaning set forth in the Recitals.
Trust Agreements means all governing and other similar documents or instruments executed in connection with the creation or formation of a trust, including any amendments thereto.
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ARTICLE 8
Miscellaneous
Section 8.1 Survival. The representations and warranties of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall terminate at the Closing, other than the representations and warranties in Section 2.5 and Section 3.4, which shall survive the Closing.
Section 8.2 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:
if to any Buyer,
James L. Dolan
Knickerbocker Group LLC
P.O. Box 420
Oyster Bay, New York 11771
Telephone: ****
Facsimile: ****
with a copy to:
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Fax: (212) 909-6836
Telephone: ****
Attention: Richard D. Bohm
E-mail: ****
if to any Seller,
Patrick F. Dolan
c/o Dolan Family Office LLC
340 Crossways Park Drive
Woodbury, New York 11797
Attention: Renzo Mori
Telephone: ****
Facsimile: ****
E-mail: ****
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with a copy to:
Ruskin Moscou Faltischek P.C.
East Tower, 15th Floor
1425 RXR Plaza
Uniondale, NY 11556
Fax: ****
Telephone: ****
Attention: Irvin Brum
Email: ****
and to:
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Fax: (212) 909-6836
Telephone: ****
Attention: Richard D. Bohm
E-mail: ****
or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.
Section 8.3 Amendment; Waivers, Etc.. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.
Section 8.4 Expenses. All costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, whether or not consummated, shall be paid by the party incurring such cost or expense. Without limiting the foregoing, all (a) fees in connection with filings under the HSR Act shall be paid by James L. Dolan and (b) James L. Dolan and Patrick F. Dolan shall each bear half of the fees of Debevoise & Plimpton LLP.
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Section 8.5 Purchase Price Adjustment.
(a) If at any time following the Closing, the Internal Revenue Service or any court of competent jurisdiction finally determines (and such determination is not appealable) that any shares purchased pursuant to this Agreement were not purchased for fair market value for gift tax or generation skipping tax purposes, then either (i) the applicable Buyers shall pay to the applicable Sellers a dollar amount equal to the excess of the fair market value finally determined by the Internal Revenue Service or such court over the Purchase Price or (ii) the applicable Sellers shall pay to the applicable Buyers a dollar amount equal to the excess of the Purchase Price over the fair market value finally determined by the Internal Revenue Service or such court, in each case, plus interest on this excess from the Closing Date through the date of any such payment under this Section 8.5(a) at an annual rate of 1.9%. Any amounts payable pursuant to the preceding sentence from time to time shall be delivered in immediately available funds to an account or accounts designated by the party or parties entitled to receive such payment. Upon the delivery of any such amount, the recipient shall execute and deliver a receipt to the party that made the payment. For the avoidance of doubt, payments may be required pursuant to this Section 8.5(a) on more than one occasion.
(b) If after the Closing CFD 2009 Family Trust FBO James L. Dolan sells any Grantor Trust Shares purchased pursuant to this Agreement at a time when Charles F. Dolan is still living, CFD 2009 Family Trust FBO James L. Dolan shall make a cash payment to CFD 2009 Family Trust FBO Patrick F. Dolan equal to the amount determined pursuant to clause (ii) of the definition of MSG Per Share Grantor Trust Price for each such Grantor Trust Share sold by the CFD 2009 Family Trust FBO James L. Dolan during Charles F. Dolans lifetime, plus interest on such amount from the Closing Date through the date of any such payment under this Section 8.5(b) at the rate of 1.9%. For the avoidance of doubt, payments may be required pursuant to this Section 8.5(b) on more than one occasion.
Section 8.6 Governing Law, etc.
(a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The Buyers and Sellers hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement and in respect of the transactions contemplated hereby. Each of the Buyers and Sellers irrevocably agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, or with respect to any such action or proceeding, shall be heard and determined in such a New York State or federal court, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each of the Buyers and the Sellers hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the
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interpretation or enforcement hereof or in respect of any such transaction, that it is not subject to such jurisdiction. Each of the Buyer and Sellers hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The Buyers and Sellers hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.1 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.
(b) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 8.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties, and their respective heirs, successors and permitted assigns; provided that except as permitted below, this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party. Notwithstanding the foregoing, without the consent of (but with notice to) the Sellers, any Buyer may transfer or assign to any other Buyer its right and obligation to purchase a portion of the Shares; provided that no such transfer or assignment will relieve such Buyer of its obligations hereunder. Upon any such permitted assignment, the references in this Agreement to such Buyer shall also apply to any such assignee unless the context otherwise requires.
Section 8.8 Entire Agreement. This Agreement constitutes the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
Section 8.9 Severability. If any provision, including any phrase, sentence, clause, section or subsection, of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative or unenforceable to any extent whatsoever. Upon any such determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 8.10 Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. This Agreement shall become effective when each party shall have received a counterpart hereof signed by all of the other parties. Until and unless each party has received a counterpart hereof signed by the other party, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).
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Section 8.11 Specific Performance; Limitation on Liability. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy at law or in equity. The parties hereby waive, in any action for specific performance, the defense of adequacy of a remedy at law and the posting of any bond or other security in connection therewith.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
SELLERS | ||
PATRICK F. DOLAN, individually | ||
/s/ Patrick F. Dolan | ||
By: | Patrick F. Dolan | |
CHARLES F. DOLAN CHILDREN TRUST FBO PATRICK F. DOLAN | ||
/s/ Kathleen M. Dolan | ||
By: | Kathleen M. Dolan, Trustee | |
/s/ Mary S. Dolan | ||
By: | Mary S. Dolan, Trustee | |
CFD 2009 FAMILY TRUST FBO PATRICK F. DOLAN | ||
/s/ Mary S. Dolan | ||
By: | Mary S. Dolan, Trustee | |
/s/ David M. Dolan | ||
By: | David M. Dolan, Trustee |
[Signature page to Stock Purchase Agreement]
BUYERS | ||
JAMES L. DOLAN, individually | ||
/s/ James L. Dolan | ||
By: | James L. Dolan | |
CHARLES F. DOLAN CHILDREN TRUST FBO JAMES L. DOLAN | ||
/s/ Kathleen M. Dolan | ||
By: | Kathleen M. Dolan, Trustee | |
/s/ Paul J. Dolan | ||
By: | Paul J. Dolan, Trustee | |
CFD 2009 FAMILY TRUST FBO JAMES L. DOLAN | ||
/s/ Mary S. Dolan | ||
By: | Mary S. Dolan, Trustee | |
/s/ David M. Dolan | ||
By: | David M. Dolan, Trustee |
[Signature page to Stock Purchase Agreement]
Schedule A
Seller |
Shares | Buyer |
Aggregate Purchase Price |
|||||||||||||||
Class A Shares |
Class B Shares |
Total Shares |
||||||||||||||||
MSG |
||||||||||||||||||
Patrick F. Dolan |
490 | | 490 | James L. Dolan |
$ | 89,650 | ||||||||||||
CFD 2009 Family Trust FBO Patrick F. Dolan |
| 394,075 | 394,075 | CFD 2009 Family Trust FBO James L. Dolan |
$ | 60,000,000 | * | |||||||||||
CFD 2009 Family Trust FBO Patrick F. Dolan |
4,431 | 8,993 | 13,424 | James L. Dolan |
$ | 2,456,017 | ||||||||||||
CFD Children Trust FBO Patrick F. Dolan |
15,954 | 295,338 | 311,292 | CFD Children Trust FBO James L. Dolan |
$ | 56,953,984 | ||||||||||||
Subtotal |
20,875 | 698,406 | 719,281 | $ | 119,499,651 | |||||||||||||
MSGN |
||||||||||||||||||
Patrick F. Dolan |
1,472 | | 1,472 | James L. Dolan |
$ | 24,730 | ||||||||||||
CFD 2009 Family Trust FBO Patrick F. Dolan |
13,295 | 1,209,206 | 1,222,501 | James L. Dolan |
$ | 20,538,017 | ||||||||||||
CFD Children Trust FBO Patrick F. Dolan |
47,864 | 886,015 | 933,879 | CFD Children Trust FBO James L. Dolan |
$ | 15,689,167 | ||||||||||||
Subtotal |
62,631 | 2,095,221 | 2,157,852 | $ | 36,251,914 | |||||||||||||
TOTAL |
$ | 155,751,565 |
* | Reflects the discount for the Grantor Trust Shares |
A-1