Item 1.01  Entry Into a Material Definitive Agreement.
On March 24, 2020, The Madison Square Garden Company (the "Company"), through
three of its wholly-owned subsidiaries, MSG National Properties, LLC (the
"Seller"), MSG Sports & Entertainment, LLC ("Seller Parent"), and MSG Forum, LLC
("MSG Forum"), entered into a Membership Interest Purchase Agreement (the
"MIPA") with CAPSS LLC (the "Buyer") and Polpat LLC ("Buyer Parent"). Pursuant
to the MIPA, (i) the Seller has agreed to sell 100% of the membership interests
of MSG Forum to the Buyer, (ii) MSG Forum, Seller Parent, the Buyer and certain
other parties have agreed to mutually release all claims and counterclaims
related to the litigations (as defined below) and (iii) the Buyer has agreed to
pay the Seller cash consideration, to be deposited in escrow, of $400.0 million,
subject to certain adjustments.
We currently expect the transaction to close during the second calendar quarter
of 2020. The closing of the transaction is subject to, among other things,
(i) the expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the
execution of the settlement and mutual release agreement by MSG Forum, Seller
Parent, the Buyer and certain other parties providing for a mutual release of
all claims and counterclaims at issue in the previously disclosed Company
lawsuit against the City of Inglewood and other defendants, including the Buyer,
related to the planned new Los Angeles Clippers arena project of the Buyer (the
"Buyer Project"), as well as other related litigations (collectively, the
"litigations"), and (iii) certain other customary conditions, including relating
to the parties' representations and warranties in the MIPA and the performance
of their respective obligations. The closing of the transaction is not
conditioned on the receipt of any third party consents or financing. There is no
assurance that the Seller will complete the sale of MSG Forum on the terms
provided for in the MIPA, or at all.
The MIPA contains customary representations and warranties made by each of the
Seller, Seller Parent, MSG Forum, the Buyer and Buyer Parent. The MIPA also
contains customary pre-closing covenants, including covenants, among others,
(i) by MSG Forum to operate its businesses in the ordinary course consistent
with past practice, subject to actions MSG Forum reasonably believes are
necessary or appropriate to respond to the COVID-19 virus, (ii) by MSG Forum and
the Buyer to cause the existing stays of the litigations to be extended to a
date that is after May 29, 2020 (the "Outside Closing Date"), (iii) by the
Seller, Seller Parent and MSG Forum to refrain from taking specified actions,
including from taking any actions in opposition to the Buyer Project, (iv) by
Buyer Parent to maintain certain levels of net worth and unencumbered assets,
and (v) by each party to use reasonable best efforts to obtain antitrust
clearance and to cause the conditions to the MIPA to be satisfied. If the MIPA
is terminated prior to closing, the covenant restricting Seller, Seller Parent
and MSG Forum from opposing the Buyer Project terminates simultaneously
therewith.
The MIPA contains customary termination rights, including, among others and
subject to certain exceptions, (i) for either the Buyer or the Seller, if the
transaction is not consummated by the Outside Closing Date, as such date may be
extended by an additional 60 days under certain circumstances or by mutual
agreement of the Buyer and the Seller and (ii) for the Buyer, in connection with
the breach of certain specified default provisions (the "specified default
provisions") prior to the closing of the transaction, which prohibit the Seller
and Seller Parent (and MSG Forum prior to closing) from taking specified actions
to oppose the Buyer Project. The MIPA provides that, in connection with the
termination of the MIPA under specified circumstances, the Seller may be
entitled to retain approximately $40.0 million in cash from the purchase price
deposited into escrow by the Buyer.
The MIPA also provides that, in connection with a breach of the specified
default provisions after the closing of the transaction, the Seller and Seller
Parent, jointly and severally, may be required to pay the Buyer $100.0 million.
The foregoing description of the MIPA is qualified in its entirety by reference
to the MIPA, which is filed as Exhibit 2.1 hereto and is incorporated herein by
reference. Certain schedules and exhibits to the MIPA have been omitted pursuant
to Item 601(a)(5) of Regulation S-K.
The MIPA has been provided solely to inform investors of its terms. The
representations, warranties and covenants contained in the MIPA were made only
for the purposes of such agreement and as of specific dates, were made solely
for the benefit of the parties to the MIPA and may be intended not as statements
of fact, but rather as a way of allocating risk to one of the parties if those
statements prove to be inaccurate. In addition, such representations, warranties
and covenants may have been qualified by disclosures not reflected in the text
of the MIPA and may apply standards of materiality in a way that is different
from what may be viewed as material by stockholders of, or other investors in,
the Company. Stockholders and other investors are not third-party beneficiaries
under the MIPA and should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the actual state
of facts or conditions of the Company or any of its subsidiaries or affiliates.

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Note Regarding Forward-Looking Statements
Statements and other information included in this Current Report on Form 8-K
that are not historical facts, including statements about the Company's plans,
strategies, beliefs and expectations, as well as certain estimates and
assumptions used by the Company's management, may constitute forward-looking
statements. Forward-looking statements are subject to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995, as amended.
Forward-looking statements speak only as of the date they are made and, except
for the Company's ongoing obligations under the U.S. federal securities laws,
the Company undertakes no obligation to publicly update any forward-looking
statement.
Forward-looking statements are subject to known and unknown risks and
uncertainties and are based on estimates and assumptions that are subject to
change or revision, including the expected timing of the closing of the proposed
transaction, that could cause actual results to differ materially from those
expected or implied by the forward-looking statements or the estimates or
assumptions used. Such forward-looking statements include, without limitation,
the failure to obtain governmental and regulatory approvals required for the
closing of the proposed transaction; the failure to satisfy the conditions to
the closing of the proposed transaction; unexpected costs, liabilities or delays
in connection with or with respect to the proposed transaction, including but
not limited to changes due to general economic, political and business
conditions, and the ongoing COVID-19 pandemic; potential legal proceedings
relating to the proposed transaction and the outcome of any such legal
proceeding; the occurrence of any event, change or other circumstances that
could give rise to the termination of the MIPA; and other risks to the
consummation of the proposed transaction, including the risk that the proposed
transaction will not be consummated within the expected time period or at all.
Additional factors that may affect the Company's future results are identified
in the Company's most recently filed Annual Report on Form 10-K, subsequent
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings
with the Securities and Exchange Commission (the "SEC"), which are available on
the SEC's website at www.sec.gov. Factors other than those listed above also
could cause the Company's results to differ materially from expected results.
Item 9.01  Financial Statements and Exhibits.

(d)     Exhibits

  2.1     Membership Interest Purchase Agreement, dated as of March 24, 2020, by and
        among CAPSS LLC, Polpat LLC, MSG National Properties, LLC, MSG Sports &
        Entertainment, LLC and MSG Forum, LLC.

104     Cover Page Interactive Data File (embedded within the Inline XBRL document).

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