MSGS Spinco spin-off delivers 1 share for every 2
The recapitalization was described as exempt under Rule 16b-7, and the distribution as exempt under Rule 16a-9.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
MSGS Spinco, Inc. (MSGR) has a Form 4 reporting transactions associated with its spin-off from MSG Knickerbockers Corp. Dolan Leinauer Corby is identified as a trustee of a 13(d) Group Member. On October 20, 2026, MSGR’s issued and outstanding common stock was recapitalized into Class A and Class B common stock; on October 26, 2026, MSG Knickerbockers Corp. distributed one share of each class to its stockholders for every two shares of the corresponding MSGK class.
MSG Knickerbockers Corp. and its subsidiaries were reported as acquiring 9,794,568 Class A shares and 2,264,754 Class B shares on October 20, 2026, then disposing of the same respective amounts on October 26, 2026. Class B shares are convertible at the holder’s option into Class A shares on a share-for-share basis. The distribution also produced reported Class A holdings of 82 shares directly, 88 held by household members, and 277 held by Leinauer Family Education Trust; Dolan Leinauer Corby disclaims beneficial ownership of the household and trust shares.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock F1, F8 | 2,264,754 | -- | -- |
| Other | Class A Common Stock F1 | 9,794,568 | -- | -- |
| Other | Class A Common Stock F2, F3, F4 | 82 | -- | -- |
| Other | Class A Common Stock F2, F3, F5 | 88 | -- | -- |
| Other | Class A Common Stock F2, F3, F6, F7 | 277 | -- | -- |
| Other | Class B Common Stock F1, F8 | 2,264,754 | -- | -- |
| Other | Common Stock, par value $0.01 per share F1 | 100 | -- | -- |
| Other | Class A Common Stock F1 | 9,794,568 | -- | -- |
Footnotes (8)
- F1. Relates to the spin-off of MSG Rangers Corp. (formerly MSGS Spinco, Inc., and referred to herein as "MSGR") from MSG Knickerbockers Corp. (formerly Madison Square Garden Sports Corp., and referred to herein as "MSGK"). To effect the spin-off, on October 20, 2026, the issued and outstanding common stock of MSGR was recapitalized into MSGR's Class A common stock ("Class A Common Stock") and MSGR's Class B common stock ("Class B Common Stock") in a transaction exempt under Rule 16b-7. On October 26, 2026, MSGK distributed one share of Class A Common Stock and Class B Common Stock to its stockholders for every two shares of MSGK Class A common stock and MSGK Class B common stock, respectively (the "Distribution"), in a transaction exempt under Rule 16a-9.
- F2. Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
- F3. Reflects a transfer of shares previously owned directly by MSGK and its subsidiaries exempt under Rule 16a-13.
- F4. Includes shares held jointly with spouse.
- F5. Reporting Person disclaims beneficial ownership of all shares of MSGR beneficially owned or deemed to be beneficially owned by her household members, and this filing shall not be deemed an admission that Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of such securities.
- F6. Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that she is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of such securities.
- F7. Securities held directly by a trust of which Reporting Person serves as trustee and indirectly by Reporting Person.
- F8. Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
Key Figures
Key Terms
spin-off financial
recapitalized financial
Rule 16b-7 regulatory
Rule 16a-9 regulatory
FAQ
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