EX-(a)(1)(i)

EX-99.(A)(1)(I) 2 d786888dex99a1i.htm EX-(A)(1)(I) EX-(a)(1)(i)

Exhibit (a)(1)(i)

LOGO

Offer to Purchase

MSG Networks Inc.

Up to $250 Million in Value of Shares of Its Class A Common Stock

At a Cash Purchase Price not greater than $17.50 per Class A Share Nor Less than $15.00 per Class A Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY, SEPTEMBER 27, 2019, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).

MSG Networks Inc., a Delaware corporation (the “Company,” “MSG Networks,” “we,” “us” or “our”), invites our stockholders to tender up to $250 million in value of shares of our Class A common stock, par value $0.01 per share (each, a “Class A Share”), for purchase by us at a price not greater than $17.50 nor less than $15.00 per Class A Share, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”).

Upon the terms and subject to the conditions of the Offer, we will determine a single price per Class A Share that we will pay for Class A Shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of Class A Shares tendered and the prices specified, or deemed specified, by tendering stockholders. We will select the lowest single purchase price, not greater than $17.50 nor less than $15.00 per Class A Share, that will allow us to purchase $250 million in value of Class A Shares, or a lower amount depending on the number of Class A Shares properly tendered and not properly withdrawn (such purchase price, the “Final Purchase Price”). Upon the terms and subject to the conditions of the Offer, if, based on the Final Purchase Price, Class A Shares having an aggregate value of less than $250 million are properly tendered and not properly withdrawn, we will buy all Class A Shares properly tendered and not properly withdrawn. All Class A Shares acquired in the Offer will be acquired at the Final Purchase Price, including those Class A Shares tendered at a price lower than the Final Purchase Price. Only Class A Shares properly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be purchased. We may not purchase all of the Class A Shares tendered at or below the Final Purchase Price if, based on the Final Purchase Price, Class A Shares having an aggregate value in excess of $250 million are properly tendered and not properly withdrawn, because of “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase. Class A Shares not purchased in the Offer will be returned to the tendering stockholders promptly after the Expiration Date. We reserve the right, in our sole discretion, to change the purchase price range per Class A Share and to increase or decrease the value of Class A Shares sought in the Offer, subject to applicable law. In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we may increase the number of Class A Shares accepted for payment in the Offer by no more than 2% of the outstanding Class A Shares without extending the Offer. See Section 1.

THE OFFER IS NOT CONDITIONED ON THE RECEIPT OF FINANCING OR ANY MINIMUM NUMBER OF CLASS A SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7.

The Class A Shares are listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “MSGN.” On August 29, 2019, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Class A Shares was $14.32 per Class A Share. Stockholders are urged to obtain current market quotations for the Class A Shares before deciding whether and at what purchase price or purchase prices to tender their Class A Shares. See Section 8.

OUR BOARD OF DIRECTORS HAS AUTHORIZED US TO MAKE THE OFFER. HOWEVER, NONE OF THE COMPANY, THE MEMBERS OF OUR BOARD OF DIRECTORS, BOFA SECURITIES, INC., THE DEALER MANAGER FOR THE OFFER (THE “DEALER MANAGER”), D.F. KING & CO., INC., THE INFORMATION AGENT FOR THE OFFER (THE “INFORMATION AGENT”), OR EQUINITI TRUST COMPANY, THE DEPOSITARY FOR THE OFFER (THE “DEPOSITARY”), MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR CLASS A SHARES OR AS TO THE PURCHASE PRICE OR PURCHASE PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR CLASS A SHARES. NEITHER WE NOR ANY MEMBER OF OUR BOARD OF DIRECTORS, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY HAS AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION WITH RESPECT TO THE OFFER. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR CLASS A SHARES AND, IF SO, HOW MANY CLASS A SHARES TO TENDER AND THE PURCHASE PRICE OR PURCHASE PRICES AT WHICH YOU WILL TENDER THEM. WE RECOMMEND THAT YOU CONSULT YOUR OWN FINANCIAL AND TAX ADVISORS, AND READ CAREFULLY AND EVALUATE THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE OFFER, BEFORE TAKING ANY ACTION WITH RESPECT TO THE OFFER. SEE SECTION 2.

THE OFFER HAS NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR UPON THE ACCURACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE AND ANY RELATED DOCUMENTS, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

If you have questions or need assistance, you should contact the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. If you require additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery or other related materials, you should contact the Information Agent.

The Dealer Manager for the Offer is:

BofA Securities, Inc.

Offer to Purchase dated August 30, 2019

IMPORTANT

If you want to tender all or part of your Class A Shares, you must do one of the following before the Offer expires at 12:00 Midnight, New York City time, at the end of Friday, September 27, 2019 (unless the Offer is extended):

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if your Class A Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and request that the nominee tender your Class A Shares for you. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer;

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if you hold certificates registered in your own name or your shares are held in book entry form on the records of the Depositary, complete and sign a Letter of Transmittal according to its Instructions, and deliver it, together with any required signature guarantees, the certificates for your Class A Shares and any other documents required by the Letter of Transmittal, to Equiniti Trust Company, the Depositary for the Offer;

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if you are an institution participating in The Depository Trust Company, which we call the “Book-Entry Transfer Facility” in this Offer to Purchase, tender your Class A Shares according to the procedure for book-entry transfer described in Section 3;

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if you are a holder of options or performance options (collectively, “Options”) that are vested and exercisable, then you may exercise those Options and tender any of the Class A Shares issued upon exercise. You must exercise your Options sufficiently in advance of the Expiration Date to receive Class A Shares in order to tender them in the Offer. An exercise of an option cannot be revoked, however, if Class A Shares received upon exercise thereof and tendered in the Offer are not purchased in the Offer for any reason; or

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if you are a holder of restricted stock units or performance restricted stock units (collectively, “RSUs”), you may only tender Class A Shares that you have acquired through vesting and settlement of RSUs.

If you want to tender your Class A Shares, but: (a) the certificates for your Class A Shares are not immediately available or cannot be delivered to the Depositary by the Expiration Date; (b) you cannot comply with the procedure for book-entry transfer by the Expiration Date; or (c) your other required documents cannot be delivered to the Depositary by the Expiration Date, you can still tender your Class A Shares if you comply with the guaranteed delivery procedures described in Section 3.

If you wish to maximize the chance that your Class A Shares will be purchased in the Offer, you should check the box in the section of the Letter of Transmittal captioned “Class A Shares Tendered At Price Determined Under The Offer.” If you agree to accept the purchase price determined in the Offer, your Class A Shares will be deemed to be tendered at the minimum price of $15.00 per Class A Share. You should understand that this election may lower the Final Purchase Price and could result in your Class A Shares being purchased at the minimum price of $15.00 per Class A Share.

We are not making the Offer to, and will not accept any tendered Class A Shares from, stockholders in any jurisdiction where it would be illegal to do so.

However, we may, at our discretion, take any actions necessary for us to make the Offer to stockholders in any such jurisdiction.

You may contact the Information Agent, the Dealer Manager or your broker, dealer, commercial bank, trust company or other nominee for assistance. The contact information for the Information Agent and the Dealer Manager is set forth on the back cover of this Offer to Purchase.

WE HAVE NOT MADE ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR CLASS A SHARES IN THE OFFER. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR CLASS A SHARES IN THE OFFER. WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. YOU SHOULD NOT RELY ON ANY RECOMMENDATION, OR ANY SUCH REPRESENTATION OR INFORMATION, AS HAVING BEEN AUTHORIZED BY US, ANY MEMBER OF OUR BOARD OF DIRECTORS, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY.

THE STATEMENTS MADE IN THIS OFFER TO PURCHASE ARE MADE AS OF THE DATE ON THE COVER PAGE AND THE STATEMENTS INCORPORATED BY REFERENCE ARE MADE AS OF THE DATE OF THE DOCUMENTS INCORPORATED BY REFERENCE. THE DELIVERY OF THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL SHALL NOT UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR INCORPORATED BY REFERENCE IS CORRECT AS OF A LATER DATE OR THAT THERE HAS NOT BEEN ANY CHANGE IN SUCH INFORMATION OR IN OUR AFFAIRS SINCE SUCH DATES.

TABLE OF CONTENTS


		Page
SUMMARY TERM SHEET			1
FORWARD-LOOKING STATEMENTS			10
INTRODUCTION			11
THE OFFER			13
1.	Number of Class A Shares; Proration.		13
2.	Purpose of the Offer; Certain Effects of the Offer.		15
3.	Procedures for Tendering Class A Shares.		18
4.	Withdrawal Rights.		23
5.	Purchase of Class A Shares and Payment of Purchase Price.		24
6.	Conditional Tender of Class A Shares.		25
7.	Conditions of the Offer.		26
8.	Price Range of Class A Shares; Dividends.		28
9.	Source and Amount of Funds.		28
10.	Certain Information Concerning Us.		29
11.	Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Class A Shares.		31
12.	Certain Legal Matters; Regulatory Approvals.		45
13.	Certain United States Federal Income Tax Consequences.		45
14.	Extension of the Offer; Termination; Amendment.		50
15.	Fees and Expenses.		52
16.	Miscellaneous.		52

SUMMARY TERM SHEET

We are providing this summary term sheet for your convenience. This summary highlights certain material information in this Offer to Purchase, but it does not describe all of the details of the Offer to the same extent described elsewhere in this Offer to Purchase. To understand the Offer fully and for a more complete description of the terms of the Offer, we urge you to read carefully this entire Offer to Purchase, the Letter of Transmittal and the other documents that constitute part of the Offer. We have included references to the sections of this Offer to Purchase where you will find a more complete description of the topics in this summary.

Who is offering to purchase my Class A Shares?

The issuer of the Class A Shares, MSG Networks Inc., a Delaware corporation, is offering to purchase the Class A Shares. See Section 1.

What is MSG Networks offering to purchase?

We are offering to purchase up to $250 million in value of Class A Shares. See Section 1. Our Class B common stock, $0.01 par value per share (each, a “Class B Share”) is not publicly traded and is not the subject of the Offer.

What is the purpose of the Offer?

On August 29, 2019, our Board of Directors increased our share repurchase program by $300 million to provide for an aggregate amount of share repurchases of Class A Shares of approximately $436 million, taking into account the approximately $136 million remaining under our previous $150 million share repurchase program. Our Board of Directors has determined that it is in the best interests of the Company and its stockholders to repurchase Class A Shares pursuant to our share repurchase program, and our management believes that, at this time, it is a prudent use of our financial resources and an effective way to provide value to our stockholders.

We believe that the “modified Dutch auction” tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our stockholders with the opportunity to tender all or a portion of their Class A Shares and thereby receive a return of capital of some or all of their investment in the Company if they so elect. The Offer provides stockholders with an opportunity to obtain liquidity with respect to all or a portion of their Class A Shares without the potential disruption to the Class A Share price. See Section 2.

The Offer also provides our stockholders with an efficient way to sell their Class A Shares without incurring brokerage fees or commissions associated with open market sales. Where Class A Shares are tendered by the registered owner of those Class A Shares directly to the Depositary, the sale of those Class A Shares in the Offer will permit the tendering stockholder to avoid the usual transaction costs associated with open market transactions. Stockholders holding Class A Shares in a brokerage account or otherwise through brokers may be subject to transaction costs. Furthermore, Odd Lot Holders (as defined in Section 1) who hold Class A Shares registered in their names and tender their Class A Shares directly to the Depositary and whose Class A Shares are purchased in the Offer will avoid not only the payment of brokerage commissions but also any applicable odd lot discounts that might be payable on sales of their Class A Shares in transactions on the NYSE. See Section 1 and Section 2.

If we complete the Offer, stockholders who do not participate in the Offer will automatically increase their relative percentage ownership interest in the Company and our future operations at no additional cost to them. These stockholders will also bear the attendant risks and rewards associated with owning the equity securities of the Company. See Section 2.

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How many Class A Shares will we purchase in the Offer?

Upon the terms and subject to the conditions of the Offer, we will purchase up to $250 million in value of Class A Shares in the Offer or a lower amount depending on the number of Class A Shares properly tendered and not properly withdrawn. Because the Final Purchase Price will be determined after the Expiration Date, the exact number of Class A Shares that will be purchased will not be known until after that time.

As of August 28, 2019, we had 61,286,747 issued and outstanding Class A Shares and 13,588,555 issued and outstanding Class B Shares. As of August 28, 2019, approximately 2,553,196 Class A Shares were subject to outstanding vested and unvested Options, and approximately 1,652,113 Class A Shares were subject to outstanding RSUs, awarded under the MSG Networks Inc. 2010 Employee Stock Plan and MSG Networks Inc. 2010 Stock Plan for Non-Employee Directors (as amended, the “Incentive Plans”), assuming that performance under any performance-based vesting conditions is achieved at the target level. The Incentive Plans are further described in Section 11.

At the maximum Final Purchase Price of $17.50 per Class A Share, we could purchase 14,285,714 Class A Shares if the Offer is fully subscribed, which would represent approximately 23.3% of the issued and outstanding Class A Shares as of August 28, 2019. At the minimum Final Purchase Price of $15.00 per Class A Share, we could purchase 16,666,666 Class A Shares if the Offer is fully subscribed, which would represent approximately 27.2% of the issued and outstanding Class A Shares as of August 28, 2019. If, based on the Final Purchase Price, more than $250 million in value of Class A Shares are properly tendered and not properly withdrawn, we will purchase all Class A Shares tendered at or below the Final Purchase Price on a pro rata basis, subject to the “odd lot” priority and conditional tender provisions described herein.

We expressly reserve the right to purchase additional Class A Shares in the Offer, subject to applicable law. See Section 1. The Offer is not conditioned on the receipt of financing or any minimum number of Class A Shares being tendered but is subject to certain other conditions. See Section 7. In accordance with the rules of the SEC, we may increase the number of Class A Shares accepted for payment in the Offer by no more than 2% of the outstanding Class A Shares without extending the Offer. See Section 1.

What will be the purchase price for the Class A Shares and what will be the form of payment?

We are conducting the Offer through a procedure commonly called a modified “Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to tender your Class A Shares. The price range for the Offer is $15.00 to $17.50 per Class A Share. We will select the single lowest purchase price (in increments of $0.10), not greater than $17.50 nor less than $15.00 per Class A Share, that will allow us to purchase up to $250 million in value of Class A Shares at such price, based on the number of Class A Shares tendered, or, if fewer Class A Shares are properly tendered, all Class A Shares that are properly tendered and not properly withdrawn, subject to the “odd lot” priority and conditional tender provisions described herein. We will purchase all Class A Shares at the Final Purchase Price, even if you have selected a purchase price lower than the Final Purchase Price, but we will not purchase any Class A Shares tendered at a price above the Final Purchase Price.

If you wish to maximize the chance that we will purchase your Class A Shares, you should check the box in the section entitled “Class A Shares Tendered At Price Determined Under The Offer” in the section of the Letter of Transmittal captioned “Price (In Dollars) Per Class A Share At Which Class A Shares Are Being Tendered,” indicating that you will accept the Final Purchase Price. If you agree to accept the purchase price determined in the Offer, your Class A Shares will be deemed to be tendered at the minimum price of $15.00 per Class A Share. You should understand that this election may have the effect of lowering the Final Purchase Price and could result in your Class A Shares being purchased at the minimum price of $15.00 per Class A Share, a price that could be below the last reported sale price of the Class A Shares on the NYSE on the Expiration Date.

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If we purchase your Class A Shares in the Offer, on terms and subject to the conditions of the Offer (including the “odd lot” priority, proration and conditional tender provisions), we will pay you the Final Purchase Price in cash, less any applicable withholding taxes and without interest, promptly after the Expiration Date. Under no circumstances will we pay interest on the Final Purchase Price, even if there is a delay in making payment. See the Introduction, Section 1 and Section 3.

Stockholders are urged to obtain current market quotations for the Class A Shares before deciding whether and at what price or prices to tender their Class A Shares. See Section 8.

How will we pay for the Class A Shares?

The maximum value of Class A Shares purchased in the Offer will be $250 million. We intend to pay for the Class A Shares and all fees and expenses applicable to the Offer with available cash and borrowings under our existing revolving credit facility under our Credit Agreement, dated as of September 28, 2015, by and among MSGN Holdings, L.P., an indirect wholly owned subsidiary of the Company through which the Company conducts substantially all of its operations, MSGN Eden, LLC, Regional MSGN Holdings LLC, certain subsidiaries of MSGN Holdings, L.P., JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and a letter of credit issuer, and the lenders party thereto (the “Credit Agreement”). See Section 9.

In accordance with the rules of the SEC, we may increase the number of Class A Shares accepted for payment in the Offer by no more than 2% of the outstanding Class A Shares without extending the Offer. See Section 1.

How long do I have to tender my Class A Shares?

You may tender your Class A Shares until the Offer expires. The Offer will expire at the end of Friday, September 27, 2019, at 12:00 Midnight, New York City time, unless we extend the Offer. See Section 1. We may choose to extend the Offer at any time and for any reason. We cannot assure you, however, that we will extend the Offer and we cannot say or, if we extend it, for how long. See Section 1 and Section 14. If a broker, dealer, commercial bank, trust company or other nominee holds your Class A Shares, it may have an earlier deadline for accepting the Offer. We urge you to contact the broker, dealer, commercial bank, trust company or other nominee that holds your Class A Shares to find out its deadline. See Section 3.

Can the Offer be extended, amended or terminated, and if so, under what circumstances?

Yes. We can extend or amend the Offer in our sole discretion. If we extend the Offer, we may delay the acceptance of any Class A Shares that have been tendered. See Section 14. We can terminate the Offer under certain circumstances. See Section 7.

How will I be notified if you extend the Offer or amend the terms of the Offer?

If we extend the Offer, we will issue a press release not later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. We will announce any amendment to the Offer by making a public announcement of the amendment. See Section 14. If we extend the Offer, you may withdraw your Class A Shares until the Expiration Date, as extended.

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Are there any conditions to the Offer?

Yes. Our obligation to accept for payment and pay for your tendered Class A Shares depends upon a number of conditions that must be satisfied in our reasonable judgment or waived on or prior to the Expiration Date, including, among others:

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no legal action shall have been threatened, pending or taken that might adversely affect the Offer;

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no general suspension of trading in, or general limitation on prices for, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States shall have occurred;

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no decrease of more than 10% in the market price of the Class A Shares or in the general level of market prices for equity securities in the United States or the New York Stock Exchange Index, the Dow Jones Industrial Average, the NASDAQ Global Market Composite Index or Standard & Poor’s Composite Index of 500 Industrial Companies measured from the close of trading on August 29, 2019, the last full trading day prior to the commencement of the Offer, shall have occurred;

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no commencement of a war, armed hostilities or other similar national or international calamity, including, but not limited to, an act of terrorism, directly or indirectly involving the United States shall have occurred on or after August 30, 2019 nor shall any material escalation of any war or armed hostilities which had commenced prior to August 30, 2019 have occurred;

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no limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, could materially affect, the extension of credit by banks or other lending institutions in the United States;

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no changes in the general political, market, economic or financial conditions, domestically or internationally, that are reasonably likely to materially and adversely affect our business or the trading in the Class A Shares shall have occurred;

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no person shall have proposed, announced or taken certain actions that could lead to the acquisition of us or a change of control transaction;

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no material adverse change in our business, condition (financial or otherwise), assets, income, operations or prospects shall have occurred during the Offer;

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any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the Offer shall have been obtained on terms satisfactory to us in our reasonable discretion; and

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we shall not have determined that as a result of the consummation of the Offer and the purchase of Class A Shares that there will be a reasonable likelihood that the Class A Shares either (1) will be held of record by fewer than 300 persons or (2) will be delisted from the NYSE or be eligible for deregistration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

For a more detailed discussion of these and other conditions to the Offer, please see Section 7.

How do I tender my Class A Shares?

If you want to tender all or part of your Class A Shares, you must do one of the following before 12:00 Midnight, New York City time, at the end of Friday, September 27, 2019, or any later time and date to which the Offer may be extended:

•

If your Class A Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and request that the nominee tender your Class A Shares for you. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or

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other nominee may establish its own earlier deadlines for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer;

•

If you hold certificates registered in your own name or your shares are held in book entry form on the records of the Depositary, complete and sign a Letter of Transmittal according to its instructions, and deliver it, together with any required signature guarantees, the certificates for your Class A Shares and any other documents required by the Letter of Transmittal, to the Depositary at the address appearing on the back cover page of this Offer to Purchase;

•

If you are an institution participating in the Book-Entry Transfer Facility, tender your Class A Shares according to the procedure for book-entry transfer described in Section 3;

•

If you are a holder of vested and exercisable Options, then you may exercise those Options and tender any of the Class A Shares issued upon exercise. You must exercise your Options sufficiently in advance of the Expiration Date to receive Class A Shares in order to tender them in the Offer. An exercise of an option cannot be revoked, however, if Class A Shares received upon exercise thereof and tendered in the Offer are not purchased in the Offer for any reason; or

•

If you are a holder of RSUs, you may only tender Class A Shares that you have acquired through vesting and settlement of RSUs.

We are not making the Offer to, and will not accept any tendered Class A Shares from, stockholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the Offer to stockholders in any such jurisdiction.

May I tender only a portion of the Class A Shares that I hold?

Yes. You do not have to tender all or any minimum amount of the Class A Shares that you own to participate in the Offer. However, to qualify for the priority in the case of proration, an Odd Lot Holder must tender all Class A Shares owned by any such Odd Lot Holder, as described in Section 1. In addition, if as a result of proration the Company accepts conditional tenders by random lot, a holder making a conditional tender must have tendered all of its Class A Shares to qualify for such random selection.

If I own fewer than 100 Class A Shares and I tender all of my Class A Shares, will I be subject to proration?

If you own, beneficially or of record, fewer than 100 Class A Shares in the aggregate, you validly tender all of these Class A Shares at or below the Final Purchase Price and do not validly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Class A Shares without subjecting them to the proration procedure. See Section 1.

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Once I have tendered Class A Shares in the Offer, may I withdraw my tendered Class A Shares?

Yes. You may withdraw any Class A Shares you have tendered at any time before 12:00 Midnight, New York City time, at the end of Friday, September 27, 2019, or any later Expiration Date, if the Offer is extended. If after 12:00 Midnight, New York City time, at the end of Monday, October 28, 2019 we have not accepted for payment the Class A Shares you have tendered to us, you may also withdraw your Class A Shares at any time thereafter. See Section 4.

How do I withdraw Class A Shares I previously tendered?

To properly withdraw Class A Shares, you must deliver on a timely basis a written notice of your withdrawal to the Depositary at one of the addresses appearing on the back cover of this Offer to Purchase. Your notice of withdrawal must specify your name, the number of Class A Shares to be withdrawn and the name of the registered holder of the Class A Shares. Some additional requirements apply if the certificates for Class A Shares to be withdrawn have been delivered to the Depositary or if your Class A Shares have been tendered under the procedure for book-entry transfer set forth in Section 3.

In what order will you purchase the tendered Class A Shares?

We will purchase Class A Shares on the following basis:

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first, we will purchase all odd lots of less than 100 Class A Shares at the Final Purchase Price from stockholders who validly tender all of their Class A Shares at or below the Final Purchase Price and who do not validly withdraw them before the Expiration Date (tenders of less than all of the Class A Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference);

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second, after purchasing all the odd lots that were validly tendered at or below the Final Purchase Price, subject to the conditional tender provisions described in Section 6 (whereby a holder may specify a minimum number of such holder’s Class A Shares that must be purchased if any such Class A Shares are purchased), we will purchase all Class A Shares properly tendered at or below the Final Purchase Price on a pro rata basis with appropriate adjustment to avoid purchases of fractional Class A Shares; and

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third, only if necessary to permit us to purchase $250 million in value of Class A Shares (or such greater amount as we may elect to pay, subject to applicable law), we will purchase Class A Shares conditionally tendered (as described in Section 6) (for which the condition was not initially satisfied) at or below the Final Purchase Price, by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose Class A Shares are conditionally tendered must have tendered all of their Class A Shares.

Therefore, we may not purchase all of the Class A Shares that you tender even if you tender them at or below the Final Purchase Price. See Section 1 and Section 6.

What does the Board of Directors think of the Offer?

Our Board of Directors has authorized us to make the Offer. However, none of the Company, the members of our Board of Directors, the Dealer Manager, the Depositary or the Information Agent makes any recommendation to you as to whether you should tender or refrain from tendering your Class A Shares or as to the purchase price or purchase prices at which you may choose to tender your Class A Shares. You must make your own decision as to whether to tender your Class A Shares and, if so, how many Class A Shares to tender and the purchase price or purchase prices at which you will tender them. We recommend that you read carefully the information in this Offer to Purchase and in the related Letter of Transmittal, including our reasons for making the Offer, before taking any action with respect to the Offer. See Section 2. You should discuss whether to tender your Class A Shares with your broker or other financial or tax advisors.

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Do members of the Dolan Family Group, who own all of the Class B Shares, intend to exchange Class B Shares for Class A Shares to tender those Class A Shares in the Offer?

The Dolan family, including trusts for the benefit of members of the Dolan family (collectively, the “Dolan Family Group”), who own all of the Class B Shares, have advised us that they do not intend to exchange any of their Class B Shares for Class A Shares in order to tender those Class A Shares in the Offer. Assuming the completion of the Offer, the relative ownership interest of the Dolan Family Group in the Company will increase.

Do MSG Networks’ directors or executive officers intend to tender their Class A Shares in the Offer?

Our directors and executive officers are entitled to participate in the Offer on the same basis as all other stockholders. All of our directors and executive officers have advised us that they do not intend to tender any of their shares in the Offer. Assuming the completion of the Offer, the relative ownership interest of our directors and executive officers in the Company will increase. Our other employees, including officers who are not executive officers, are permitted to participate in the Offer on the same terms as other stockholders and may do so in their discretion, subject to applicable law and the Company’s internal compliance requirements.

If I decide not to tender, how will the Offer affect my Class A Shares?

Stockholders who decide not to tender will own a greater percentage interest in the outstanding Class A Shares following the consummation of the Offer. See Section 2.

Following the Offer, will you continue as a public company?

Yes. We believe that the Class A Shares will continue to be authorized for quotation on the NYSE and that we will continue to be subject to the periodic reporting requirements of the Exchange Act. See Section 2.

When and how will you pay me for the Class A Shares I tender?

We will pay the Final Purchase Price to the seller, in cash, less applicable withholding taxes and without interest, for the Class A Shares we purchase promptly after the Expiration Date. We will announce the preliminary results of the Offer, including price and preliminary information about any expected proration, on the business day following the Expiration Date. We do not expect, however, to announce the final results of any proration or the Final Purchase Price and begin paying for tendered Class A Shares until at least three business days after the Expiration Date. We will pay for the Class A Shares accepted for purchase by depositing the aggregate purchase price with the Depositary, promptly after the Expiration Date. The Depositary will act as your agent and will transmit to you the payment for all of your Class A Shares accepted for payment. See Section 1 and Section 5.

If I am a holder of vested Options, how do I participate in the Offer?

If you are a holder of vested and exercisable Options, you may exercise those Options and tender any Class A Shares issued upon such exercise. You must exercise your Options sufficiently in advance of the Expiration Date to receive your Class A Shares in order to tender. An exercise of an option cannot be revoked, however, if Class A Shares received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason. See Section 3.

If I am a holder of RSUs, how do I participate in the Offer?

We are not offering to purchase RSUs that have not yet vested and settled into Class A Shares as part of the Offer, and tenders of such equity awards will not be accepted. If you hold Class A Shares that you acquired through the vesting and settlement of RSUs, such Class A Shares may be tendered in the Offer. See Section 3.

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What is the recent market price of my Class A Shares?

On August 29, 2019, the last full trading day before the commencement of the Offer, the last reported sale price of the Class A Shares on the NYSE was $14.32 per Class A Share. You are urged to obtain current market quotations for the Class A Shares before deciding whether and at what purchase price or purchase prices to tender your Class A Shares. See Section 8.

Will I have to pay brokerage commissions if I tender my Class A Shares?

If you are a registered stockholder and you tender your Class A Shares directly to the Depositary, you will not incur any brokerage commissions. If you hold Class A Shares through a broker, dealer, commercial bank, trust company or other nominee, we urge you to consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any transaction costs are applicable. See the Introduction and Section 3.

Will I have to pay stock transfer tax if I tender my Class A Shares?

If you instruct the Depositary in the Letter of Transmittal to make the payment for the Class A Shares to the registered holder, you will not incur any stock transfer tax. If you give special instructions to the Depositary in connection with your tender of Class A Shares, then stock transfer taxes may apply. See Section 5.

What are the United States federal income tax consequences if I tender my Class A Shares?

Generally, if you are a U.S. Holder (as defined in Section 13), your receipt of cash from us in exchange for the Class A Shares you tender will be a taxable transaction for United States federal income tax purposes. The cash you receive for your tendered Class A Shares will generally be treated for United States federal income tax purposes either as consideration received in respect of a sale or exchange of the Class A Shares purchased by us or as a distribution from us in respect of Class A Shares. See Section 13 for a more detailed discussion of the tax treatment of the Offer. We urge you to consult your own tax advisor as to the particular tax consequences to you of the Offer. If you are a non-U.S. Holder (as defined in Section 13), because it is unclear whether the cash you receive in connection with the Offer will be treated (i) as proceeds of a sale or exchange or (ii) as a distribution, the Depositary or other applicable withholding agent may treat such payment as a dividend distribution for withholding purposes. Accordingly, if you are a non-U.S. Holder, you may be subject to withholding on payments to you at a rate of 30% of the gross proceeds paid, unless you establish an entitlement to a reduced rate of withholding by timely completing, under penalties of perjury, the applicable Form W-8. See Section 13 for a more detailed discussion of the tax treatment of the Offer. Non-U.S. Holders are urged to consult their tax advisors regarding the application of United States federal income tax withholding and backup withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure.

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Who should I contact with questions about the Offer?

The Information Agent or the Dealer Manager can help answer your questions. The Information Agent is D.F. King & Co., Inc. and the Dealer Manager is BofA Securities, Inc. Their contact information is set forth below.

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005 Banks & Brokers Call: (212) 269-5550 All Others Call Toll-Free: (800) 331-7543 Email: msgn@dfking.com

BofA Securities, Inc.

Bank of America Tower

One Bryant Park

New York, New York 10036

Call Toll-Free: (888) 803-9655

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FORWARD-LOOKING STATEMENTS

This Offer to Purchase and other documents we file with the SEC contain forward-looking statements that are based on current expectations, estimates, forecasts and projections and our management’s belief and assumptions about us, our future performance and our business. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. Such words as “expect,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “should,” “may,” “assume,” and “continue,” as well as variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees and involve certain risks, uncertainties and assumptions that are difficult to predict. We describe our respective risks, uncertainties and assumptions that could affect the outcome or results of operations in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019. The accuracy of our expectations and predictions is also subject to the following risks and uncertainties:

•

our ability to complete the Offer;

•

the price and time at which we may make any additional Class A Share repurchases following completion of the Offer, the number of Class A Shares acquired in such repurchases; and

•

changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, and changes in conditions of United States or international lending, capital and financing markets.

We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied or forecast by our forward-looking statements.

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INTRODUCTION

To the holders of our common stock:

We invite our stockholders to tender up to $250 million in value of Class A Shares for purchase by us at a price not greater than $17.50 nor less than $15.00 per Class A Share, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal which together, as they may be amended or supplemented from time to time, constitute the “Offer.”

We will only purchase Class A Shares properly tendered at prices at or below the Final Purchase Price and not properly withdrawn. We may not purchase all of the Class A Shares tendered at or below the Final Purchase Price because of “odd lot” priority, proration (because Class A Shares having an aggregate value greater than the value we seek are properly tendered) and conditional tender provisions described in this Offer to Purchase. Upon the terms and subject to the conditions of the Offer, if, based on the Final Purchase Price, Class A Shares having an aggregate value of less than $250 million are properly tendered and not properly withdrawn, we will buy all Class A Shares properly tendered and not properly withdrawn. Class A Shares not purchased in the Offer, including Class A Shares tendered at prices in excess of the Final Purchase Price and Class A Shares not purchased because of “odd lot” priority, proration or conditional tender provisions, will be returned to the tendering stockholders promptly after the Expiration Date. See Section 1.

If you are a holder of vested and exercisable Options, you may exercise those Options and tender any of the Class A Shares issued upon exercise. You must exercise your Options sufficiently in advance of the Expiration Date to receive your Class A Shares in order to tender. An exercise of an option cannot be revoked, however, if Class A Shares received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason.

THE OFFER IS NOT CONDITIONED ON THE RECEIPT OF FINANCING OR ANY MINIMUM NUMBER OF CLASS A SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7.

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INFORMATION AGENT OR THE DEPOSITARY HAS AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION WITH RESPECT TO THE OFFER. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR CLASS A SHARES AND, IF SO, HOW MANY CLASS A SHARES TO TENDER AND THE PURCHASE PRICE OR PURCHASE PRICES AT WHICH YOU WILL TENDER THEM. IN DOING SO, YOU SHOULD CONSULT YOUR OWN FINANCIAL AND TAX ADVISORS, AND READ CAREFULLY AND EVALUATE THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE OFFER.

We will pay all reasonable out-of-pocket fees and expenses incurred in connection with the Offer by the Information Agent and the Depositary. See Section 15.

As of August 28, 2019, we had 61,286,747 issued and outstanding Class A Shares and 13,588,555 issued and outstanding Class B Shares. As of August 28, 2019, approximately 2,553,196 Class A Shares were subject to outstanding vested and unvested Options, and approximately 1,652,113 Class A Shares were subject to outstanding RSUs, awarded under the Incentive Plans, assuming that performance under any performance-based vesting conditions is achieved at the target level.

At the maximum Final Purchase Price of $17.50 per Class A Share, we could purchase 14,285,714 Class A Shares if the Offer is fully subscribed, which would represent approximately 23.3% of the issued and outstanding Class A Shares as of August 28, 2019. At the minimum Final Purchase Price of $15.00 per Class A Share, we could purchase 16,666,666 Class A Shares if the Offer is fully subscribed, which would represent approximately 27.2% of the issued and outstanding Class A Shares as of August 28, 2019. The Class A Shares are listed and traded on the NYSE under the symbol “MSGN.” On August 29, 2019, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Class A Shares was $14.32 per Class A Share. Stockholders are urged to obtain current market quotations for the Class A Shares before deciding whether and at what purchase price or purchase prices to tender their Class A Shares. See Section 8 and Section 11.

Our principal executive offices are located at 11 Pennsylvania Plaza, New York, NY, 10001 and our phone number is (212) 465-6400.

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THE OFFER

1.	Number of Class A Shares; Proration.

Upon the terms and subject to the conditions of the Offer, we will purchase up to $250 million in value of Class A Shares, or a lower amount depending on the number of Class A Shares properly tendered and not properly withdrawn in accordance with Section 4 before the Expiration Date at a price not greater than $17.50 nor less than $15.00 per Class A Share, to the seller in cash, less any applicable withholding taxes and without interest (such purchase price, the “Final Purchase Price”). Upon the terms and subject to the conditions of the Offer, if, based on the Final Purchase Price, Class A Shares having an aggregate value of less than $250 million are properly tendered and not properly withdrawn, we will buy all Class A Shares properly tendered and not properly withdrawn.

The term “Expiration Date” means 12:00 Midnight, New York City time, at the end of Friday, September 27, 2019, unless and until we, in our sole discretion, shall have extended the period of time during which the Offer will remain open, in which event the term “Expiration Date” shall refer to the latest time and date at which the Offer, as so extended by us, shall expire. See Section 14 for a description of our right to extend, delay, terminate or amend the Offer.

In accordance with Instruction 5 of the Letter of Transmittal, stockholders desiring to tender Class A Shares must either (1) specify that they are willing to sell their Class A Shares to us at the Final Purchase Price (which could result in the tendering stockholder receiving a purchase price per Class A Share as low as $15.00), or (2) specify the price or prices, not greater than $17.50 nor less than $15.00 per Class A Share, at which they are willing to sell their Class A Shares to us under the Offer. Prices may be specified in multiples of $0.10. Promptly following the Expiration Date, we will determine the Final Purchase Price that we will pay for Class A Shares properly tendered and not properly withdrawn, taking into account the number of Class A Shares tendered and the prices specified, or deemed specified, by tendering stockholders. We will select the lowest single purchase price, not greater than $17.50 nor less than $15.00 per Class A Share, that will allow us to purchase $250 million in value of Class A Shares, or a lower amount depending on the number of Class A Shares properly tendered and not properly withdrawn. We will pay the Final Purchase Price for all Class A Shares purchased in the Offer (less any applicable withholding taxes and without interest).

If you specify that you are willing to sell your Class A Shares to us at the Final Purchase Price (which could result in you receiving a purchase price per Class A Share as low as $15.00), your Class A Shares will be deemed to be tendered at the minimum price of $15.00 per Class A Share for purposes of determining the Final Purchase Price. You should understand that this election may effectively lower the Final Purchase Price and could result in your Class A Shares being purchased at the minimum price of $15.00 per Class A Share.

We will announce the Final Purchase Price by press release as promptly as practicable after such determination has been made. We do not expect, however, to announce the final results of any proration or the Final Purchase Price and begin paying for tendered Class A Shares until at least three business days after the Expiration Date. We will only purchase Class A Shares properly tendered at prices at or below the Final Purchase Price and not properly withdrawn. We may not purchase all of the Class A Shares tendered at or below the Final Purchase Price if, based on the Final Purchase Price, Class A Shares representing more than $250 million (or such greater number of Class A Shares as we may choose to purchase without extending the Offer) are properly tendered and not properly withdrawn, because of “odd lot” priority, proration and conditional tender provisions of the Offer. We will return all Class A Shares tendered and not purchased pursuant to the Offer, including Class A Shares tendered at prices in excess of the Final Purchase Price and Class A Shares not purchased because of proration or “odd lot” or conditional tenders, to the tendering stockholders at our expense, promptly following the Expiration Date.

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By following the Instructions to the Letter of Transmittal, stockholders can specify different minimum prices for specified portions of their Class A Shares, but a separate Letter of Transmittal must be submitted for Class A Shares tendered at each price. Stockholders can also specify the order in which the specified portions will be purchased in the event that, as a result of proration or otherwise, some but not all of the tendered Class A Shares are purchased pursuant to the Offer. In the event a stockholder does not designate such order and fewer than all Class A Shares are purchased due to proration, the Depositary will select the order of Class A Shares purchased.

We expressly reserve the right, in our sole discretion, to change the per Class A Share purchase price range and to increase or decrease the value of Class A Shares sought in the Offer, subject to applicable law. We may increase the value of Class A Shares sought in the Offer to an amount greater than $250 million, subject to applicable law. In accordance with the rules of the SEC, we may increase the number of Class A Shares accepted for payment in the Offer by no more than 2% of the outstanding Class A Shares without extending the Offer. However, if we purchase an additional number of Class A Shares in excess of 2% of the outstanding Class A Shares, we will amend and extend the Offer to the extent required by applicable law. See Section 14.

In the event of an over-subscription of the Offer as described below, Class A Shares tendered at or below the Final Purchase Price prior to the Expiration Date will be subject to proration, except for odd lots. Except as described herein, the proration period and withdrawal rights also expire on the Expiration Date.

The Offer is not conditioned on the receipt of financing or any minimum number of Class A Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 7.

Priority of Purchases. On the terms and subject to the conditions of the Offer, if, based on the Final Purchase Price, Class A Shares having an aggregate value in excess of $250 million (or such greater amount as we may elect to pay, subject to applicable law), have been properly tendered at prices at or below the Final Purchase Price and not properly withdrawn before the Expiration Date, we will purchase properly tendered Class A Shares on the basis set forth below:

•

As a result of the foregoing priorities applicable to the purchase of Class A Shares tendered, it is possible that fewer than all Class A Shares tendered by a stockholder will be purchased or that, if a tender is conditioned upon the purchase of a specified number of Class A Shares, none of those Class A Shares will be purchased even though those Class A Shares were tendered at prices at or below the Final Purchase Price.

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As we noted above, we may elect to purchase more than $250 million in value of Class A Shares in the Offer, subject to applicable law. If we do so, the preceding provisions will apply to the greater value.

Odd Lots. The term “odd lots” means all the Class A Shares tendered by any person who owned beneficially or of record an aggregate of fewer than 100 Class A Shares (an “Odd Lot Holder”) and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. Odd lots will be accepted for payment before any proration of the purchase of other tendered Class A Shares. This priority is not available to partial tenders or to beneficial or record holders of 100 or more Class A Shares in the aggregate, even if these holders have separate accounts or certificates representing fewer than 100 Class A Shares. To qualify for this priority, an Odd Lot Holder must tender all Class A Shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. By tendering in the Offer, an Odd Lot Holder who holds Class A Shares in its name and tenders its Class A Shares directly to the Depositary would also avoid any applicable Odd Lot discounts in a sale of the holder’s Class A Shares. Any Odd Lot Holder wishing to tender all of its Class A Shares pursuant to the Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

Proration. If proration of tendered Class A Shares is required, we will determine the proration factor promptly following the Expiration Date. Proration for each stockholder tendering Class A Shares (excluding Odd Lot Holders) will be based on the ratio of the number of Class A Shares properly tendered and not properly withdrawn by such stockholder to the total number of Class A Shares properly tendered and not properly withdrawn by all stockholders (excluding Odd Lot Holders) at or below the Final Purchase Price, subject to the provisions governing conditional tenders described in Section 6 and adjustment to avoid the purchase of fractional Class A Shares. Because of the difficulty in determining the number of Class A Shares properly tendered and not withdrawn, the conditional tender procedure described in Section 6 and the guaranteed delivery procedure described in Section 3, we expect that we will not be able to announce the final proration factor or commence payment for any Class A Shares purchased pursuant to the Offer until at least three business days after the Expiration Date. The preliminary results of any proration will be announced by press release as promptly as practicable after the Expiration Date. After the Expiration Date, stockholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers.

As described in Section 13, the number of Class A Shares that we will purchase from a stockholder pursuant to the Offer may affect the United States federal income tax consequences to the stockholder of the purchase and, therefore, may be relevant to a stockholder’s decision whether to tender Class A Shares. The Letter of Transmittal affords each stockholder who tenders Class A Shares registered in such stockholder’s name directly to the Depositary the opportunity to designate the order of priority in which Class A Shares tendered are to be purchased in the event of proration as well as the ability to condition such tender on a minimum number of Class A Shares being purchased.

This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of the Class A Shares and will be furnished to brokers, dealers, commercial banks, trust companies and other nominees and similar persons whose names, or the names of whose nominees, appear on our stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Class A Shares.

2.	Purpose of the Offer; Certain Effects of the Offer.

Purpose of the Offer. On August 29, 2019, our Board of Directors increased our share repurchase program by $300 million to provide for an aggregate amount of share repurchases of Class A Shares of approximately $436 million, taking into account the approximately $136 million remaining under our previous $150 million share repurchase program. Our Board of Directors has determined that it is in the best interests of the Company and its stockholders to repurchase Class A Shares pursuant to our share repurchase program, and our

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management believes that, at this time, it is a prudent use of our financial resources and an effective way to provide value to our stockholders.

The Offer also provides our stockholders with an efficient way to sell their Class A Shares without incurring brokerage fees or commissions associated with open market sales. Where Class A Shares are tendered by the registered owner of those Class A Shares directly to the Depositary, the sale of those Class A Shares in the Offer will permit the tendering stockholder to avoid the usual transaction costs associated with open market transactions. Stockholders holding Class A Shares in a brokerage account or otherwise through brokers may be subject to transaction costs. Furthermore, Odd Lot Holders who hold Class A Shares registered in their names and tender their Class A Shares directly to the Depositary and whose Class A Shares are purchased in the Offer will avoid not only the payment of brokerage commissions but also any applicable odd lot discounts that might be payable on sales of their Class A Shares in transactions on the NYSE.

Following the completion or termination of the Offer, we intend to, from time to time, continue to repurchase Class A Shares. The amount of Class A Shares we buy and timing of any such repurchases depends on a number of factors, including our stock price, the availability of cash and/or financing on acceptable terms, the amount and timing of dividend payments, if any, and blackout periods in which we are restricted from repurchasing Class A Shares as well as any decision to use cash for other strategic objectives. Based on our experience, we currently believe we should be able to accomplish our additional repurchase goals through private block purchases and market transactions. Rule 13e-4 under the Exchange Act generally prohibits us and our affiliates from purchasing any Class A Shares, other than in the Offer, until at least ten business days after the Expiration Date, except pursuant to certain limited exceptions provided in Exchange Act Rule 14e-5.

Certain Effects of the Offer. If we complete the Offer, stockholders who do not participate in the Offer will automatically increase their relative percentage ownership interest in us and our future operations. These stockholders will also continue to bear the risks associated with owning the Class A Shares. Stockholders may be able to sell non-tendered Class A Shares in the future on the NYSE or otherwise, at a net price significantly higher or lower than the Final Purchase Price in the Offer. We can give no assurance, however, as to the price at which a stockholder may be able to sell his or her Class A Shares in the future.

We anticipate that there will be a sufficient number of Class A Shares outstanding and publicly traded following completion of the Offer to ensure a continued trading market for the Class A Shares. Based upon published guidelines of the NYSE, we do not believe that our purchase of Class A Shares under the Offer will cause our remaining outstanding Class A Shares to be delisted from the NYSE. We also believe that our purchase of Class A Shares under the Offer will not result in the Class A Shares becoming eligible for deregistration under the Exchange Act.

We are controlled by the Dolan family and the Offer will further increase the voting power of the Dolan family, who have advised us that they do not intend to tender any of their Class A Shares pursuant to the Offer. As of August 28, 2019, the Dolan Family Group collectively owns all of our outstanding Class B Shares. Our Class B Shares provide holders with ten votes per share and the right to collectively elect 75% of our Board of

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Directors, whereas our Class A Shares provide holders with one vote per share and the right to collectively elect 25% of our Board of Directors. The Class B Shares are also exchangeable on a one-for-one basis into Class A Shares. As of August 28, 2019, the Dolan Family Group also collectively owns approximately 4.7% (inclusive of Options exercisable within 60 days of August 28, 2019, assuming the compensation committee approves achievement of performance goals for performance stock options within 60 days of August 28, 2019) of our outstanding Class A Shares, and as a result hold approximately 70.1% of the total voting power of all our outstanding common stock. The extent of the increase in the relative voting power of the Dolan Family Group will depend on the amount of Class A Shares we purchase in the Offer. If, at the minimum Final Purchase Price of $15.00 per Class A Share, a maximum of 16,666,666 Class A Shares are purchased in the Offer, the aggregate voting power of the Dolan Family Group would represent approximately 76.5% of our aggregate voting power.

For the year ended June 30, 2019, our basic earnings per share was $2.48. The consummation of the Offer will reduce the number of shares used in the calculation of earnings per share. Specifically, assuming that the Offer was consummated at the beginning of fiscal year 2019 and was funded with a combination of $150 million of available cash and $100 million of borrowings from the revolving credit facility under our Credit Agreement, our basic earnings per share for the year ended June 30, 2019 on a pro forma basis would have been between approximately 20% (based on a full subscription of the tender offer at the maximum Final Purchase Price) and approximately 25% (based on a full subscription of the tender offer at the minimum Final Purchase Price) higher than our actual basic earnings per share of $2.48 for the same period.

OUR BOARD OF DIRECTORS HAS AUTHORIZED US TO MAKE THE OFFER. HOWEVER, NONE OF THE COMPANY, THE MEMBERS OF OUR BOARD OF DIRECTORS, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR CLASS A SHARES OR AS TO THE PURCHASE PRICE OR PURCHASE PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR CLASS A SHARES. NEITHER WE NOR ANY MEMBER OF OUR BOARD OF DIRECTORS, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY HAS AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION WITH RESPECT TO THE OFFER. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR CLASS A SHARES AND, IF SO, HOW MANY CLASS A SHARES TO TENDER AND THE PURCHASE PRICE OR PURCHASE PRICES AT WHICH YOU WILL TENDER THEM. IN DOING SO, YOU SHOULD CONSULT YOUR OWN FINANCIAL AND TAX ADVISORS, AND READ CAREFULLY AND EVALUATE THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE OFFER.

We intend that the Class A Shares that we acquire pursuant to the Offer will not be retired and will be held in the treasury of the Company and could be made available for resale or other distribution by the Company.

Except as disclosed or incorporated by reference in this Offer to Purchase, we have no current plans, proposals or negotiations that relate to or would result in:

•

any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;

•

any purchase, sale or transfer of an amount of our assets or any of our subsidiaries’ assets which is material to us and our subsidiaries, taken as a whole;

•

any material change in our present dividend rate or policy, our indebtedness or capitalization;

•

any material change in our present Board of Directors or management or any plans or proposals to change the number or the terms of directors (although we may fill vacancies arising on the Board of Directors) or to change any material term of the employment contract of any executive officer;

•

any material change in our corporate structure or business;

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•

any class of our equity securities becoming delisted from the NYSE or ceasing to be authorized to be quoted on the NYSE;

•

any class of our equity securities becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act;

•

the termination or suspension of our obligation to file reports under 15(d) of the Exchange Act;

•

the acquisition or disposition by any person of our securities, other than: (i) pursuant to our Class A Share repurchase program, (ii) the grant and settlement of RSUs to employees in the ordinary course of business, and (iii) the grant and exercise of Options to employees in the ordinary course of business; or

•

any changes in our charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of us.

Nothing in the Offer will preclude us from considering any of the foregoing events or pursuing, developing or engaging in future plans, proposals or negotiations that relate to or would result in one or more of the foregoing events, subject to applicable law, and we reserve the right to do so. Although we may not have any current plans, other than as disclosed or incorporated by reference in this Offer to Purchase, that relate to or would result in any of the events discussed above, we consider from time to time, and may undertake or plan actions that relate to or could result in, one or more of these events. Stockholders tendering Class A Shares in the Offer may run the risk of foregoing the benefit of any appreciation in the market price of the Class A Shares resulting from such potential future events.

3.	Procedures for Tendering Class A Shares.

Proper Tender of Class A Shares. For Class A Shares to be properly tendered pursuant to the Offer, the certificates for such Class A Shares (or confirmation of receipt of such Class A Shares pursuant to the procedure for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), including any required signature guarantees, or an “Agent’s Message” (as defined below), and any other documents required by the Letter of Transmittal, must be received before 12:00 Midnight, New York City time, at the end of Friday, September 27, 2019 by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.

In the alternative, the tendering stockholder must, before the Expiration Date, comply with the guaranteed delivery procedure described below.

In accordance with Instruction 5 of the Letter of Transmittal, stockholders desiring to tender Class A Shares under the Offer must complete the section captioned “Price (In Dollars) Per Class A Share At Which Class A Shares Are Being Tendered” by either (1) checking the box in the section entitled “Class A Shares Tendered At Price Determined Under The Offer” or (2) checking one of the boxes in the section entitled “Class A Shares Tendered At Price Determined By Stockholder,” indicating the price at which Class A Shares are being tendered.

Stockholders who desire to tender Class A Shares at more than one price must complete a separate Letter of Transmittal for each price at which Class A Shares are tendered, provided that the same Class A Shares cannot be tendered (unless properly withdrawn previously in accordance with Section 4) at more than one price. To tender Class A Shares properly, one and only one box must be checked in the section captioned “Price (In Dollars) Per Class A Share At Which Class A Shares Are Being Tendered” in the Letter of Transmittal.

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If tendering stockholders wish to maximize the chance that we will purchase their Class A Shares, they should check the box in the section entitled “Class A Shares Tendered At Price Determined Under The Offer” in the Letter of Transmittal under the section captioned “Price (In Dollars) Per Class A Share At Which Class A Shares Are Being Tendered.” If you agree to accept the purchase price determined in the Offer, your Class A Shares will be deemed to be tendered at the minimum price of $15.00 per Class A Share. Note that this election may have the effect of lowering the Final Purchase Price and could result in the tendered Class A Shares being purchased at the minimum price of $15.00 per Class A Share. If tendering stockholders wish to indicate a specific price (in multiples of $0.10) at which their Class A Shares are being tendered, they must check the appropriate box in the section entitled “Class A Shares Tendered At Price Determined By Stockholder” in the section captioned “Price (In Dollars) Per Class A Share At Which Class A Shares Are Being Tendered” in the Letter of Transmittal. Tendering stockholders should be aware that this election could mean that none of their Class A Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price.

Stockholders holding their Class A Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Class A Shares. Stockholders who hold Class A Shares through nominees are urged to consult their nominees to determine whether transaction costs may apply if stockholders tender Class A Shares through the nominees and not directly to the Depositary.

Stockholders may tender Class A Shares subject to the condition that all, or a specified minimum number of Class A Shares, be purchased. Any stockholder desiring to make such a conditional tender should so indicate in the box entitled “Conditional Tender” in the Letter of Transmittal. It is the tendering stockholder’s responsibility to determine the minimum number of Class A Shares to be purchased. Stockholders should consult their own financial and tax advisors with respect to the effect of proration of the Offer and the advisability of making a conditional tender. See Section 6 and Section 13.

Odd Lot Holders who tender all of their Class A Shares must also complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the priority treatment available to Odd Lot Holders as set forth in Section 1.

Signature Guarantees and Method of Delivery. No signature guarantee is required if:

•

the Letter of Transmittal is signed by the registered holder of the Class A Shares (which term, for purposes of this Section 3, will include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of the Class A Shares) tendered and such holder has not completed either the section entitled “Special Payment Instructions” in the Letter of Transmittal; or

•

Class A Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or an “eligible guarantor institution,” as the term is defined in Exchange Act Rule 17Ad-15, each of the foregoing constituting an “Eligible Institution.” See Instruction 1 of the Letter of Transmittal.

If a certificate for Class A Shares is registered in the name of a person other than the person executing the Letter of Transmittal, or if payment is to be made, or new certificates for Class A Shares not purchased or tendered are to be issued, to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, signed in either case exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an Eligible Institution.

Payment for Class A Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of:

•

one of (a) certificates for the Class A Shares or (b) a timely confirmation of the book-entry transfer of the Class A Shares into the Depositary’s account at the Book-Entry Transfer Facility as described below;

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•

one of (a) a properly completed and duly executed Letter of Transmittal or a manually signed facsimile of the Letter of Transmittal, including any required signature guarantees or (b) an Agent’s Message (as defined below) in the case of a book-entry transfer; and

•

any other documents required by the Letter of Transmittal.

The method of delivery of all documents, including certificates for Class A Shares, the Letter of Transmittal and any other required documents, is at the sole election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. Class A Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). In all cases, sufficient time should be allowed to ensure timely delivery.

All deliveries in connection with the Offer, including a Letter of Transmittal and certificates for Class A Shares, must be made to the Depositary and not to us, the Dealer Manager, the Information Agent or the Book-Entry Transfer Facility. ANY DOCUMENTS DELIVERED TO US, THE DEALER MANAGER, THE INFORMATION AGENT OR THE BOOK-ENTRY TRANSFER FACILITY WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT BE DEEMED TO BE PROPERLY TENDERED.

Book-Entry Delivery. The Depositary will establish an account with respect to the Class A Shares for purposes of the Offer at the Book-Entry Transfer Facility within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in the Book-Entry Transfer Facility’s system may make book-entry delivery of the Class A Shares by means of a book-entry transfer by causing the Book-Entry Transfer Facility to transfer Class A Shares into the Depositary’s account in accordance with the Book-Entry Transfer Facility’s procedures for transfer. Although delivery of Class A Shares may be effected through a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility, a properly completed and duly executed Letter of Transmittal or a manually signed facsimile of the Letter of Transmittal, including any required signature guarantees, or an Agent’s Message, and any other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase before the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedure described below. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Class A Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce such agreement against the participant.

Guaranteed Delivery. If you wish to tender Class A Shares in the Offer and your certificates for Class A Shares are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Date, your tender may be effected if all the following conditions are met:

•

a properly completed and duly executed Notice of Guaranteed Delivery in the form we have provided is received by the Depositary, as provided below, prior to the Expiration Date; and

•

the Depositary receives at the address listed on the back cover of this Offer to Purchase and within the period of two NYSE trading days after the date of execution of that Notice of Guaranteed Delivery, either: (i) the certificates representing the Class A Shares being tendered, in the proper form for transfer, together with all other required documents and a Letter of Transmittal, which has been properly completed and duly executed and includes all signature guarantees required; or (ii) confirmation of book-entry transfer of the Class A Shares into the Depositary’s account at the

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Book-Entry Transfer Facility, together with all other required documents and either a Letter of Transmittal, which has been properly completed and duly executed and includes all signature guarantees required, or an Agent’s Message.

A Notice of Guaranteed Delivery must be delivered to the Depositary by hand, overnight courier, facsimile transmission or mail before the Expiration Date.

Procedures for Options. We are not offering, as part of the Offer, to purchase any outstanding Options, and tenders of Options will not be accepted. Holders of vested and exercisable Options may exercise those Options and tender the Class A Shares received upon exercise into the Offer. Options must be exercised sufficiently in advance of the Expiration Date in order to have time for the exercise to settle before the Class A Shares received upon exercise of the Options may be tendered. An exercise of an option cannot be revoked even if Class A Shares received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason. If you are a holder of vested and exercisable Options, you should evaluate this Offer to Purchase carefully to determine whether participation would be advantageous to you, based on the exercise prices of your Options, the date of your option grants, the remaining term in which you may exercise your Options and the provisions for prorated purchases described in Section 1.

Procedures for RSUs. We are not offering, as part of the Offer, to purchase RSUs that have not vested and settled into Class A Shares, and tenders of such equity awards will not be accepted. If you hold Class A Shares that you acquired through the vesting and settlement of RSUs, such Class A Shares may be tendered in the Offer.

Return of Unpurchased Class A Shares. If any tendered Class A Shares are not purchased under the Offer or are properly withdrawn before the Expiration Date, or if less than all Class A Shares evidenced by a stockholder’s certificate(s) are tendered, a direct registration statement will be issued for unpurchased Class A Shares promptly after the expiration or termination of the Offer or, in the case of Class A Shares tendered by book-entry transfer at the Book-Entry Transfer Facility, the Class A Shares will be credited to the appropriate account maintained by the tendering stockholder at the Book-Entry Transfer Facility, in each case without expense to the stockholder.

Determination of Validity; Rejection of Class A Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of Class A Shares to be accepted, the Final Purchase Price to be paid for Class A Shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Class A Shares will be determined by us, in our sole discretion, and our determination will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. We reserve the absolute right to reject any or all tenders of any Class A Shares that we determine are not in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the Offer on or prior to the Expiration Date, or any defect or irregularity in any tender with respect to any particular Class A Shares or any particular stockholder (whether or not we waive similar defects or irregularities in the case of other stockholders), and our interpretation of the terms of the Offer will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. In the event a condition is waived with respect to any particular stockholder, the same condition will be waived with respect to all stockholders. No tender of Class A Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering stockholder or waived by us. We will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender of Class A Shares. None of the Company, nor the Dealer Manager, the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in tenders, nor will any of the foregoing incur any liability for failure to give any such notification.

Tendering Stockholder’s Representation and Warranty; Our Acceptance Constitutes an Agreement. It is a violation of Exchange Act Rule 14e-4 for a person, directly or indirectly, to tender Class A Shares for that person’s own account unless, at the time of tender and at the end of the proration period or period during which

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Class A Shares are accepted by lot (including any extensions of such period), the person so tendering (1) has a “net long position” equal to or greater than the amount of Class A Shares tendered in (a) Class A Shares or (b) other securities convertible into or exchangeable or exercisable for Class A Shares and, upon acceptance of the tender, will acquire the Class A Shares by conversion, exchange or exercise and (2) will deliver or cause to be delivered the Class A Shares in accordance with the terms of the Offer. Rule 14e-4 also provides a similar restriction applicable to a tender on behalf of another person.

A tender of Class A Shares in accordance with any of the procedures described above will constitute the tendering stockholder’s acceptance of the terms and conditions of the Offer, as well as the tendering stockholder’s representation and warranty to us that (1) the stockholder has a “net long position,” within the meaning of Rule 14e-4 promulgated under the Exchange Act, in the Class A Shares or equivalent securities at least equal to the Class A Shares being tendered, and (2) the tender of Class A Shares complies with Rule 14e-4. Our acceptance for payment of Class A Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us on the terms and subject to the conditions of the Offer, which agreement will be governed by, and construed in accordance with, the laws of the State of Delaware.

A tender of Class A Shares made pursuant to any method of delivery set forth herein will also constitute a representation and warranty to us that the tendering stockholder has full power and authority to tender, sell, assign and transfer the Class A Shares tendered, and that, when the same are accepted for purchase by us, we will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, claims, encumbrances and other obligations relating to the sale or transfer of the Class A Shares, and the same will not be subject to any adverse claim or right. Any such tendering stockholder will, on request by the Depositary or us, execute and deliver any additional documents deemed by the Depositary or us to be necessary or desirable to complete the sale, assignment and transfer of the Class A Shares tendered, all in accordance with the terms of the Offer.

All authority conferred or agreed to be conferred by delivery of the Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the tendering stockholder and shall not be affected by, and shall survive, the death or incapacity of such tendering stockholder.

Lost or Destroyed Certificates. Stockholders whose certificates for part or all of their Class A Shares have been lost, destroyed or stolen may contact Equiniti Trust Company, the Depositary, and transfer agent for the Class A Shares, at the toll-free number (800) 468-9716 or at the address set forth on the back cover of this Offer to Purchase for instructions to obtain a replacement certificate. That certificate will then be required to be submitted together with the Letter of Transmittal in order to receive payment for Class A Shares that are tendered and accepted for payment. A bond may be required to be posted by the stockholder to secure against the risk that the certificates may be subsequently recirculated. The Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. Stockholders are requested to contact the Depositary immediately in order to permit timely processing of this documentation. Certificates for Class A Shares, together with a properly completed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be delivered to the Depositary and not to us, the Dealer Manager or the Information Agent. Any certificates delivered to us, the Dealer Manager or the Information Agent will not be forwarded to the Depositary and will not be deemed to be properly tendered.

Information Reporting and Backup Withholding. Payments made to stockholders in the Offer may be reported to the Internal Revenue Service (the “IRS”). In addition, under the United States federal income tax laws, backup withholding at the statutory rate (currently 24%) may apply to the amount paid to certain stockholders (who are not “exempt” recipients) pursuant to the Offer. To prevent such backup United States federal income tax withholding, each non-corporate stockholder who is a U.S. Holder (as defined in Section 13) and who does not otherwise establish an exemption from backup withholding must notify the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number (employer identification

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number or social security number) and provide certain other information by completing, under penalties of perjury, an IRS Form W-9, a copy of which is included in the Letter of Transmittal. Failure to timely provide the correct taxpayer identification number on the IRS Form W-9 may subject the stockholder to a $50 penalty imposed by the IRS.

Certain “exempt” recipients (including, among others, generally all corporations and certain non-U.S. Holders (as defined in Section 13)) are not subject to these backup withholding requirements. For a non-U.S. Holder to qualify for such exemption, such non-U.S. Holder must submit a statement (generally, an IRS Form W-8BEN or W-8BEN-E or other applicable Form W-8), signed under penalties of perjury, attesting to such non-U.S. Holder’s exempt status. A copy of the appropriate IRS Form W-8 may be obtained from the IRS website (www.irs.gov). A disregarded domestic entity that has a foreign owner must use the appropriate IRS Form W-8, and not the IRS Form W-9. See Instruction 10 to the Letter of Transmittal.

Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their United States federal income tax liability or may claim a refund of such amounts if they timely provide certain required information to the IRS.

Stockholders should consult their own tax advisors regarding the application of backup withholding to their particular circumstances and the availability of, and procedure for obtaining, an exemption from backup withholding.

United States Federal Withholding Tax on Payments to Non-U.S. Holders. Because it is unclear whether the cash received by a non-U.S. Holder (as defined in Section 13) in connection with the Offer will be treated (i) as proceeds of a sale or exchange or (ii) as a distribution, the Depositary or other applicable withholding agent may treat such payment as a dividend distribution for withholding purposes. Accordingly, payments to non-U.S. Holders may be subject to withholding at a rate of 30% of the gross proceeds paid, unless the non-U.S. Holder establishes an entitlement to a reduced rate of withholding by timely completing, under penalties of perjury, the applicable IRS Form W-8. In order to obtain a reduced rate of withholding pursuant to an applicable income tax treaty, a non-U.S. Holder must deliver to the Depositary or other applicable withholding agent, before the payment is made, a properly completed and executed IRS Form W-8BEN or W-8BEN-E claiming such a reduction. In order to claim an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a non-U.S. Holder must deliver to the Depositary or other applicable withholding agent, before the payment is made, a properly completed and executed IRS Form W-8ECI.

A non-U.S. Holder may be eligible to obtain a refund of all or a portion of any tax withheld if such stockholder meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 13 or if the stockholder is entitled to a reduced rate of withholding pursuant to any applicable income tax treaty and a higher rate was withheld.

Non-U.S. Holders are urged to consult their tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

4.	Withdrawal Rights.

Except as otherwise provided in this Section 4, tenders of Class A Shares pursuant to the Offer are irrevocable. Class A Shares tendered pursuant to the Offer may be withdrawn at any time before the Expiration Date. If after 12:00 Midnight, New York City time, at the end of Monday, October 28, 2019 we have not accepted for payment the Class A Shares you have tendered to us, you may also withdraw your Class A Shares at any time thereafter.

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For a withdrawal to be effective, a notice of withdrawal must be in written form and must be received in a timely manner by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the tendering stockholder; the number of Class A Shares to be withdrawn; and the name of the registered holder of the Class A Shares. If certificates for Class A Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates for Class A Shares to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Class A Shares tendered for the account of an Eligible Institution). If Class A Shares have been tendered pursuant to the procedure for book-entry transfer described in Section 3, the notice of withdrawal also must specify the name and the number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Class A Shares and must otherwise comply with the Book-Entry Transfer Facility’s procedures. If a stockholder has used more than one Letter of Transmittal or has otherwise tendered Class A Shares in more than one group of Class A Shares, the stockholder may withdraw Class A Shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included.

We will determine all questions as to the form and validity, including the time of receipt, of any notice of withdrawal, in our sole discretion, which determination will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. Neither we nor the Dealer Manager, the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will any of the foregoing incur liability for failure to give any such notification. Withdrawals may not be rescinded, and any Class A Shares properly withdrawn will be deemed not properly tendered for purposes of the Offer. However, withdrawn Class A Shares may be re-tendered before the Expiration Date by again following one of the procedures described in Section 3.

If we extend the Offer, are delayed in our purchase of Class A Shares or are unable to purchase Class A Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, subject to applicable law, retain tendered Class A Shares on our behalf, and the Class A Shares may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in this Section 4. Our reservation of the right to delay payment for Class A Shares that we have accepted for payment is limited by Exchange Act Rule 13e-4(f)(5), which requires that we must pay the consideration offered or return the Class A Shares tendered promptly after termination or withdrawal of the Offer.

5.	Purchase of Class A Shares and Payment of Purchase Price.

Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Date, we will:

•

determine the Final Purchase Price, taking into account the number of Class A Shares so tendered and the prices specified, or deemed specified, by tendering stockholders; and

•

accept for payment and pay for (and thereby purchase) Class A Shares properly tendered at prices at or below the Final Purchase Price and not properly withdrawn. We intend to purchase Class A Shares having an aggregate value of $250 million and may increase the number of Class A Shares accepted for payment in the Offer by no more than 2% of the outstanding Class A Shares without extending the Offer.

For purposes of the Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the “odd lot” priority, proration and conditional tender provisions of the Offer, Class A Shares that are properly tendered at or below the Final Purchase Price and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the Class A Shares for payment pursuant to the Offer.

Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, we will accept for payment and pay a single per Class A Share purchase price for all of the Class A Shares accepted for payment

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in accordance with the Offer. In all cases, payment for Class A Shares tendered and accepted for payment in accordance with the Offer will be made promptly, subject to possible delay due to proration, but only after timely receipt by the Depositary of:

•

certificates for Class A Shares or a timely confirmation of a book-entry transfer of Class A Shares into the Depositary’s account at the Book-Entry Transfer Facility;

•

a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal) or an Agent’s Message in the case of book-entry transfer; and

•

any other documents required by the Letter of Transmittal.

We will pay for Class A Shares purchased pursuant to the Offer by depositing the aggregate purchase price for the Class A Shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from us and transmitting payment to the tendering stockholders. In the event of proration, the Depositary will determine the proration factor and pay for those tendered Class A Shares accepted for payment promptly after the Expiration Date. Certificates for all Class A Shares tendered and not purchased, including all Class A Shares tendered at prices in excess of the Final Purchase Price and Class A Shares not purchased due to proration or conditional tenders, will be returned, or, in the case of Class A Shares tendered by book-entry transfer, will be credited to the account maintained with the Book-Entry Transfer Facility by the participant who delivered the Class A Shares, to the tendering stockholder promptly after the expiration or termination of the Offer at our expense.

Under no circumstances will interest be paid on the Final Purchase Price for the Class A Shares, regardless of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase Class A Shares pursuant to the Offer. See Section 7.

We will pay all stock transfer taxes, if any, payable on the transfer to us of Class A Shares purchased pursuant to the Offer; provided, however, that if payment of the Final Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Class A Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to that person will be deducted from the Final Purchase Price unless evidence satisfactory to us of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted. See Instruction 7 of the Letter of Transmittal.

6.	Conditional Tender of Class A Shares.

In the event of an over-subscription of the Offer, Class A Shares tendered at or below the Final Purchase Price prior to the Expiration Date will be subject to proration (subject to the exception for Odd Lot Holders). See Section 1. As discussed in Section 13, the number of Class A Shares to be purchased from a particular stockholder may affect the tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender Class A Shares subject to the condition that a specified minimum number of the stockholder’s Class A Shares tendered pursuant to a Letter of Transmittal must be purchased if any Class A Shares tendered are purchased. Any stockholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery. We urge each stockholder to consult with his or her own financial or tax advisor with respect to the advisability of making a conditional tender.

Any tendering stockholder wishing to make a conditional tender must calculate and appropriately indicate the minimum number of Class A Shares that must be purchased from that stockholder if any are to be purchased. After the Expiration Date, if, based on the Final Purchase Price determined in the Offer, Class A Shares representing more than $250 million (or such greater number of Class A Shares as we may choose to purchase

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without extending the Offer) are properly tendered and not properly withdrawn, so that we must prorate our acceptance of and payment for tendered Class A Shares, we will calculate a preliminary proration percentage based upon all Class A Shares properly tendered, conditionally or unconditionally, and not properly withdrawn (including Class A Shares of Odd Lot Holders). If the effect of this preliminary proration would be to reduce the number of Class A Shares to be purchased from any stockholder below the minimum number specified, the conditional tender will automatically be regarded as withdrawn (except as provided in the next paragraph). All Class A Shares tendered by a stockholder subject to a conditional tender pursuant to the Letter of Transmittal and regarded as withdrawn as a result of proration will be returned promptly after the Expiration Date.

After giving effect to these withdrawals, we will accept the remaining Class A Shares properly tendered, conditionally or unconditionally, at or below the Final Purchase Price on a pro rata basis, if necessary. If conditional tenders would otherwise be regarded as withdrawn and would cause the total number of Class A Shares to be purchased to fall below an aggregate value of $250 million (or such greater amount as we may elect to pay, subject to applicable law) then, to the extent feasible, we will select enough of the conditional tenders that would otherwise have been deemed withdrawn to permit us to purchase $250 million in value of Class A Shares (or such greater amount as we may elect to pay, subject to applicable law). In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular taxpayer as a single lot, and will limit our purchase in each case to the designated minimum number of Class A Shares to be purchased.

7.	Conditions of the Offer.

The Offer is not conditioned on the receipt of financing or any minimum number of Class A Shares being tendered. Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any Class A Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of or the payment for Class A Shares tendered, subject to Exchange Act Rule 13e-4(f)(5), which requires that we must pay the consideration offered or return the Class A Shares tendered promptly after termination or withdrawal of the Offer, if at any time on or after the commencement of the Offer and prior to the Expiration Date any of the following events have occurred (or are determined by us to have occurred) that, in our reasonable judgment and regardless of the circumstances giving rise to the event or events (including any action or inaction by us), makes it inadvisable to proceed with the Offer or with acceptance for payment or payment for the Class A Shares in the Offer:

•

there has been any action threatened, pending or taken, including any settlement, or any approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or us or any of our subsidiaries, including any settlement, by any court, government or governmental, regulatory or administrative authority, agency or tribunal, domestic, foreign or supranational, that, in our reasonable judgment, seeks to or could directly or indirectly:

•

make illegal, or delay or otherwise directly or indirectly restrain, prohibit or otherwise affect the consummation of the Offer, the acquisition of some or all of the Class A Shares pursuant to the Offer or otherwise relates in any manner to the Offer;

•

make the acceptance for payment of, or payment for, some or all of the Class A Shares illegal or otherwise restrict or prohibit consummation of the Offer;

•

delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the Class A Shares to be purchased pursuant to the Offer; or

•

materially and adversely affect our or our subsidiaries’ or our affiliates’ business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or otherwise materially impair our ability to purchase some or all of the Class A Shares pursuant to the Offer;

•

there has occurred any of the following:

•

any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market;

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•

the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

•

a material change in United States or any other currency exchange rates or a suspension of or limitation on the markets therefor;

•

a decrease of more than 10% in the market price of the Class A Shares or in the general level of market prices for equity securities in the United States of the New York Stock Exchange Index, the Dow Jones Industrial Average, the NASDAQ Global Market Composite Index or Standard & Poor’s Composite Index of 500 Industrial Companies, in each case measured from the close of trading on August 29, 2019 the last trading day prior to the commencement of the Offer;

•

the commencement of a war, armed hostilities or other similar national or international calamity, including, but not limited to, an act of terrorism, directly or indirectly involving the United States, on or after August 30, 2019;

•

any material escalation of any war or armed hostilities which had commenced prior to August 30, 2019;

•

any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, could materially affect, the extension of credit by banks or other lending institutions in the United States;

•

any change in the general political, market, economic or financial conditions, domestically or internationally, that is reasonably likely to materially and adversely affect our business or the trading in the Class A Shares; or

•

in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof;

•

a tender or exchange offer for any or all of the Class A Shares (other than the Offer), or any merger, acquisition, business combination or other similar transaction with or involving us or any subsidiary, has been proposed, announced or made by any person or has been publicly disclosed;

•

we learn that:

•

any entity, “group” (as that term is used in Section 13(d)(3) of the Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of the outstanding Class A Shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before August 29, 2019);

•

any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before August 29, 2019, has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than by virtue of the Offer made hereby), beneficial ownership of an additional 2% or more of the outstanding Class A Shares;

•

any person, entity or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of the Class A Shares, or has made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our or their respective assets or securities; or

•

any change or changes have occurred or are threatened in our or our subsidiaries’ or affiliates’ business, condition (financial or otherwise), properties, assets, income, operations or prospects that, in our reasonable judgment, has or could have a material adverse effect on us or any of our subsidiaries or affiliates or the benefits of the Offer to us;

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•

any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the Offer shall not have been obtained on terms satisfactory to us in our reasonable discretion; or

•

we determine that the consummation of the Offer and the purchase of the Class A Shares may (1) cause the Class A Shares to be held of record by fewer than 300 persons, or (2) cause the Class A Shares to be delisted from the NYSE or to be eligible for deregistration under the Exchange Act.

The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition, and may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion on or prior to the Expiration Date. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. In certain circumstances, if we waive any of the conditions described above, we may be required to extend the Expiration Date. Any determination by us concerning the events described above will be final and binding on all parties. See Section 14.

8.	Price Range of Class A Shares; Dividends.

The Class A Shares are listed and traded on the NYSE under the trading symbol “MSGN.” The following table sets forth, for the fiscal quarters indicated, the high and low closing sales prices of the Class A Shares on the NYSE:


	High		Low
Fiscal Year Ended June 30, 2018:
First Quarter	$	23.30	$	20.20
Second Quarter	$	22.05	$	16.45
Third Quarter	$	25.80	$	20.55
Fourth Quarter	$	24.30	$	18.65
Fiscal Year Ended June 30, 2019:
First Quarter	$	25.80	$	22.65
Second Quarter	$	27.66	$	22.24
Third Quarter	$	25.49	$	21.69
Fourth Quarter	$	23.63	$	20.00
Fiscal Year Ending June 30, 2020:
First Quarter (through August 29, 2019)	$	20.90	$	13.82

On August 29, 2019, the last full trading day before the commencement of the Offer, the last closing sale price of the Class A Shares on the NYSE was $14.32 per Class A Share. Stockholders are urged to obtain current market quotations for the Class A Shares.

We did not pay any dividend on our common stock during the 2019 and 2018 fiscal years and do not have any current plans to pay a cash dividend on our common stock for the foreseeable future. Our Credit Agreement restricts our ability to declare dividends in certain situations.

9.	Source and Amount of Funds.

Assuming that the Offer is fully subscribed, the value of Class A Shares purchased in the Offer will be $250 million. We expect that the maximum aggregate cost of these purchases, including all fees and expenses applicable to the Offer, will be approximately $253 million. We intend to pay for the Class A Shares with available cash and borrowings under our existing revolving credit facility under our Credit Agreement, described below. The Offer is not subject to a financing condition. We intend to repay borrowings under the Revolving Credit Facility in respect of the Offer out of cash generated from operations or proceeds from the issuance of new debt.

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Credit Agreement. On September 28, 2015, MSGN Holdings, L.P. (“MSGN L.P.”), an indirect wholly-owned subsidiary of the Company through which the Company conducts substantially all of its operations, MSGN Eden, LLC, an indirect subsidiary of the Company and the general partner of MSGN L.P., Regional MSGN Holdings LLC, a direct subsidiary of the Company and the limited partner of MSGN L.P. (collectively with MSGN Eden, LLC, the “Holdings Entities”), and certain subsidiaries of MSGN L.P. entered the Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and letter of credit issuer, and the lenders party thereto. The Credit Agreement provides MSGN L.P. with senior secured credit facilities consisting of: (a) an initial $1,550,000,000 term loan facility (the “Term Loan Facility”) and (b) a $250,000,000 revolving credit facility (the “Revolving Credit Facility”), each with a term of five years. As of August 28, 2019, there was $1,021,250,000 outstanding under the Term Loan Facility, and no borrowing under the Revolving Credit Facility.

Borrowings under the Credit Agreement bear interest, based on our election, at a floating rate based upon LIBOR, the New York Fed Bank Rate or the U.S. Prime Rate, plus, in each case, an additional rate which is fixed for an initial period of time and thereafter dependent upon our total leverage ratio at the time.

The Credit Agreement generally requires the Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis to comply with a maximum total leverage ratio of 5.50:1.00 from October 1, 2016 until maturity, subject to upward adjustment during the continuance of certain events. In addition, there is a requirement to maintain a minimum interest coverage ratio of 2.00:1.00 for the Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis. As of August 28, 2019, the Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis were in compliance with the financial covenants of the Credit Agreement.

All borrowings under the Credit Agreement are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties. All obligations under the Credit Agreement are guaranteed by the Holdings Entities and MSGN L.P.’s existing and future direct and indirect domestic subsidiaries that are not designated as excluded subsidiaries or unrestricted subsidiaries (the “Subsidiary Guarantors,” and together with the Holdings Entities, the “Guarantors”). All obligations under the Credit Agreement, including the guarantees of those obligations, are secured by certain assets of MSGN L.P. and each Guarantor. In addition to the financial covenants discussed above, the Credit Agreement and the related security agreement contain certain customary representations and warranties, affirmative covenants, and events of default. The Credit Agreement contains certain restrictions on the ability of the Holdings Entities and MSGN L.P. and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the Credit Agreement, including the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions or repurchasing capital stock; (v) changing their lines of business; (vi) engaging in certain transactions with affiliates; (vii) amending specified material agreements; (viii) merging or consolidating; (ix) making certain dispositions; and (x) entering into agreements that restrict the granting of liens. The Holdings Entities are also subject to customary passive holding company covenants.

We intend to repay borrowings under the Revolving Credit Facility in respect of the Offer out of cash generated from operations or proceeds from the issuance of new debt.

10.

Certain Information Concerning Us.

MSG Networks, an industry leader in sports production, and content development and distribution, owns and operates two award-winning regional sports and entertainment networks, MSG Network and MSG+, collectively “MSG Networks.” For 50 years, we have been a pioneer in regional sports programming, setting a standard of excellence, creativity and technological innovation. Today, our exclusive, award-winning programming continues to be a valuable differentiator for our viewers, advertisers and the cable, satellite, telephone, and other platforms that distribute our networks (“Distributors”). Our networks are widely distributed

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throughout all of New York State and significant portions of New Jersey and Connecticut, as well as parts of Pennsylvania, collectively our “Regional Territory.” Our networks are also carried nationally by certain Distributors on sports tiers or in similar packages.

We continually seek to enhance the value that our networks provide to viewers, advertisers and Distributors by delivering high-quality, best-in-class content and live viewing experiences, utilizing state-of-the-art technology. We operate in the nation’s largest television market, the New York Designated Market Area, and attract an important and coveted viewer demographic. Our unique position in this major media market, as the provider of exclusive live local games of top professional sports teams and other sports programming, allows us to optimize distribution revenue and partner with marquee brands to capture advertising sales and explore new content opportunities. We also distribute programming through our companion streaming service, MSG GO. In addition, we utilize a dedicated website and social media platforms to promote our brands by sharing content, spotlighting on-air talent, and providing in-depth information about the teams and athletes featured on our networks.

MSG Networks Inc., incorporated on July 29, 2009, is a Delaware corporation with our principal executive offices at 11 Pennsylvania Plaza, New York, NY, 10001. Our telephone number is 212-465-6400, our website is http://www.msgnetworks.com and the investor relations section of our website is http://investor.msgnetworks.com. Information contained on our website is not a part of the Offer.

Availability of Reports and Other Information. We are subject to the informational filing requirements of the Exchange Act which obligates us to file reports, statements and other information with the SEC relating to our business, financial condition and other matters. Information, as of particular dates, concerning our directors and officers, their remuneration, equity-based awards granted to them, the principal holders of our securities and any material interest of these persons in transactions with us is required to be disclosed in proxy statements distributed to our stockholders and filed with the SEC. As required by Exchange Act Rule 13e-4(c)(2), we have also filed with the SEC the Schedule TO, which includes additional information relating to the Offer.

These reports, statements and other information, including the Schedule TO and documents incorporated by reference, are available to the public on the SEC’s site at https://www.sec.gov. This website address is not intended to function as a hyperlink, and the information contained on the SEC’s website is not incorporated by reference in this Offer to Purchase and it should not be considered to be a part of this Offer to Purchase.

Incorporation by Reference. The rules of the SEC allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The following documents contain important information about us and we incorporate them by reference:


SEC Filings		Date Filed
Annual Report on Form 10-K for the fiscal year ended June 30, 2019		August 21, 2019

Our Current Report on Form 8-K		August 29, 2019

Definitive Proxy Statement for our 2018 Annual Meeting of Stockholders		October 25, 2018

Any statement contained in any document incorporated by reference into this Offer to Purchase shall be deemed to be modified or superseded to the extent that an inconsistent statement is made in this Offer to Purchase or any subsequently filed document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer to Purchase.

You can obtain any of the documents incorporated by reference in this document from us or from the SEC’s website on the Internet at www.sec.gov. Documents incorporated by reference are available from us without

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charge, excluding any exhibits to those documents, at our principal executive office located at 11 Pennsylvania Plaza, New York, NY, 10001. Please be sure to include your complete name and address in your request. If you request any incorporated documents, we will promptly mail them to you by first-class mail, or another equally prompt means. You may also find additional information by visiting our website at http://www.msgnetworks.com. Information on our website does not form part of the Offer and is not incorporated by reference in this Offer to Purchase.

11.

Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Class A Shares.

Beneficial Ownership. As of August 28, 2019, we had 61,286,747 issued and outstanding Class A Shares and 13,588,555 issued and outstanding Class B Shares. As of August 28, 2019, approximately 2,553,196 Class A Shares were subject to outstanding vested and unvested Options, and approximately 1,652,113 Class A Shares were subject to outstanding RSUs, awarded under the Incentive Plans, assuming that performance under any performance-based vesting conditions is achieved at the target level.

We are offering to purchase up to $250 million in value of Class A Shares. At the maximum Final Purchase Price of $17.50 per Class A Share, we could purchase 14,285,714 Class A Shares if the Offer is fully subscribed, which would represent approximately 23.3% of the issued and outstanding Class A Shares as of August 28, 2019. At the minimum Final Purchase Price of $15.00 per Class A Share, we could purchase 16,666,666 Class A Shares if the Offer is fully subscribed, which would represent approximately 27.2% of the issued and outstanding Class A Shares as of August 28, 2019.

As of August 28, 2019, our directors and executive officers as a group (16 persons) beneficially owned an aggregate of 2,911,640 Class A Shares (which number includes 530,949 Class A Shares subject to Options and RSUs that are exercisable or will vest, as applicable, within 60 days after the date of this Offer to Purchase, but does not include performance stock options and performance stock units that may, if the compensation committee approves achievement of performance goals, vest within 60 days of August 28, 2019), or approximately 4.8% of the total outstanding Class A Shares.

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The following table sets forth certain information as of August 28, 2019 with respect to the beneficial ownership of the Company’s Class A Common Stock and Class B Common Stock by (i) each person the Company believes beneficially holds more than 5% of any class of the outstanding shares of the Company based solely on the Company’s review of SEC filings, (ii) each director or director nominee of the Company and (iii) each named executive officer of the Company.


Name and Address	Title of Stock Class (1)	Beneficial Ownership		Percent of Class			Combined Voting Power of All Classes of Stock Beneficially Owned (1)(2)
Dolan Family Group (3) 340 Crossways Park Drive Woodbury, NY 11797	Class A Common Stock Class B Common Stock		2,411,125 13,588,555		3.9 100	% %		70.1	%

Charles F. Dolan (3)(4)(5)(7)(25) – (29) 340 Crossways Park Drive Woodbury, NY 11797	Class A Common Stock Class B Common Stock		539,111 6,865,186		50.5	* %		35.1	%

Helen A. Dolan (3)(4)(5)(7)(25) – (29) 340 Crossways Park Drive Woodbury, NY 11797	Class A Common Stock Class B Common Stock		539,111 6,865,186		50.5	* %		35.1	%

James L. Dolan (3)(6)(8)(15)(16) (24) P.O. Box 420 Oyster Bay, NY 11771	Class A Common Stock Class B Common Stock		1,380,846 3,037,335		2.3 22.4	% %		16.1	%

Kristin A. Dolan (3)(6)(8)(13) (14)(16)(23) P.O. Box 420 Oyster Bay, NY 11771	Class A Common Stock Class B Common Stock		1,380,846 3,037,335		2.3 22.4	% %		16.1	%

Thomas C. Dolan (3)(7)(14)(15) (18)(23) 340 Crossways Park Drive Woodbury, NY 11797	Class A Common Stock Class B Common Stock		80,653 926,958		6.8	* %		4.7	%

Brian G. Sweeney (3)(7)(10) (12)(15)(17)(21) 20 Audrey Avenue, 1^st Fl Oyster Bay, NY 11771	Class A Common Stock Class B Common Stock		184,517 1,595,137		11.7	* %		8.2	%

William J. Bell (7)	Class A Common Stock Class B Common Stock		— —		— —			—

Paul J. Dolan (3)(7)(16) 340 Crossways Park Drive Woodbury, NY 11797	Class A Common Stock Class B Common Stock		231,713 2,731,954		20.1	* %		14.0	%

Quentin F. Dolan (7)	Class A Common Stock Class B Common Stock		925 —		—	*			*

Joel M. Litvin (7)	Class A Common Stock Class B Common Stock		— —		— —			—

Hank J. Ratner (7)(30)	Class A Common Stock Class B Common Stock		139,194 —		—	*			*

John L. Sykes (7)	Class A Common Stock Class B Common Stock		— —		— —			—

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Name and Address	Title of Stock Class (1)	Beneficial Ownership		Percent of Class			Combined Voting Power of All Classes of Stock Beneficially Owned (1)(2)

Andrea Greenberg (6)	Class A Common Stock Class B Common Stock		188,842 —		—	*			*

Bret Richter (6)(11)	Class A Common Stock Class B Common Stock		82,402 —		—	*			*

Lawrence J. Burian (6)	Class A Common Stock Class B Common Stock		68,611 —		—	*			*

Dawn Darino-Gorski (6)	Class A Common Stock Class B Common Stock		28,598 —		—	*			*

Joseph J. Lhota (7)	Class A Common Stock Class B Common Stock		— —		— —			—

All executive officers and directors as a group (4) – (8) (10) – (30)	Class A Common Stock Class B Common Stock		2,911,640 13,558,243		4.8 99.8	% %		70.2	%

Deborah A. Dolan-Sweeney (3)(7)(10)(12)(15)(17)(21) 340 Crossways Park Drive Woodbury, NY 11797	Class A Common Stock Class B Common Stock		184,517 1,595,137		11.7	* %		8.2	%

Marianne Dolan Weber (3)(9)(15) (18)(22) MLC Ventures LLC P.O. Box 1014 Yorktown Heights, NY 10598	Class A Common Stock Class B Common Stock		156,206 890,802		6.6	* %		4.6	%

Kathleen M. Dolan (3)(15)(20) – (24) MLC Ventures LLC P.O. Box 1014 Yorktown Heights, NY 10598	Class A Common Stock Class B Common Stock		375,384 5,499,007		40.5	* %		28.1	%

Mary S. Dolan (3)(17) 340 Crossways Park Drive Woodbury, NY 11797	Class A Common Stock Class B Common Stock		142,387 7,108,011		52.3	* %		36.1	%

Matthew J. Dolan (3)(18) 340 Crossways Park Drive Woodbury, NY 11797	Class A Common Stock Class B Common Stock		91,737 1,817,760		13.4	* %		9.3	%

David M. Dolan (3)(19) 340 Crossways Park Drive Woodbury, NY 11797	Class A Common Stock Class B Common Stock		388,002 6,189,030		45.5	* %		31.6	%

Charles F. Dolan Children Trust FBO Kathleen M. Dolan (3)(20) MLC Ventures LLC P.O. Box 1014 Yorktown Heights, NY 10598	Class A Common Stock Class B Common Stock		47,864 918,981		6.8	* %		4.7	%

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Name and Address	Title of Stock Class (1)	Beneficial Ownership		Percent of Class			Combined Voting Power of All Classes of Stock Beneficially Owned (1)(2)

Charles F. Dolan Children Trust FBO Deborah A. Dolan-Sweeney (3)(21) 340 Crossways Park Drive Woodbury, NY 11797	Class A Common Stock Class B Common Stock		47,864 918,981		6.8	* %		4.7	%

Charles F. Dolan Children Trust FBO Marianne Dolan Weber (3)(22) MLC Ventures LLC P.O. Box 1014 Yorktown Heights, NY 10598	Class A Common Stock Class B Common Stock		47,864 890,802		6.6	* %		4.5	%

Charles F. Dolan Children Trust FBO Thomas C. Dolan (3)(23) 340 Crossways Park Drive Woodbury, NY 11797	Class A Common Stock Class B Common Stock		39,886 926,958		6.8	* %		4.7	%

Charles F. Dolan Children Trust FBO James L. Dolan (3)(24) P.O. Box 420 Oyster Bay, NY 11771	Class A Common Stock Class B Common Stock		87,750 1,812,973		13.3	* %		9.2	%

Charles F. Dolan 2009 Family Trust FBO James L. Dolan (3)(4)(5)(25) P.O. Box 420 Oyster Bay, NY 11771	Class A Common Stock Class B Common Stock		13,295 1,291,206		* 9.5	%		6.6	%

Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan (3)(4)(5)(26) 340 Crossways Park Drive Woodbury, NY 11797	Class A Common Stock Class B Common Stock		13,295 1,291,206		9.5	* %		6.6	%

Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan (3)(4)(5)(27) MLC Ventures LLC P.O. Box 1014 Yorktown Heights, NY 10598	Class A Common Stock Class B Common Stock		13,295 1,216,206		9.0	* %		6.2	%

Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber (3)(4)(5)(28) MLC Ventures LLC P.O. Box 1014 Yorktown Heights, NY 10598	Class A Common Stock Class B Common Stock		13,295 1,279,206		9.4	* %		6.5	%

Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney (3)(4)(5)(29) 340 Crossways Park Drive Woodbury, NY 11797	Class A Common Stock Class B Common Stock		13,295 1,111,206		8.2	* %		5.6	%

The Vanguard Group (31) 100 Vanguard Blvd. Malvern, PA 19355	Class A Common Stock Class B Common Stock		6,123,820 —		10.0 —	%		3.1	%

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Name and Address	Title of Stock Class (1)	Beneficial Ownership		Percent of Class			Combined Voting Power of All Classes of Stock Beneficially Owned (1)(2)

Ariel Investments, LLC (32) 200 E. Randolph Street Suite 2900 Chicago, IL 60601	Class A Common Stock Class B Common Stock		7,002,559 —		11.4 —	%		3.6	%

ClearBridge Investments, LLC (33) 620 8th Avenue New York, NY 10018	Class A Common Stock Class B Common Stock		4,042,512 —		6.6 —	%		2.1	%

BlackRock, Inc. (34) 55 East 52nd Street New York, NY 10055	Class A Common Stock Class B Common Stock		4,585,346 —		7.5 —	%		2.3	%

FMR LLC (35) 245 Summer Street Boston, Massachusetts 02210	Class A Common Stock Class B Common Stock		4,034,258 —		6.6 —	%		2.0	%

*	Less than 1%.

(1)

Beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to the security through any contract, arrangement, understanding and relationship or otherwise. Unless indicated, beneficial ownership disclosed consists of sole voting and investment power. Beneficial ownership of Class A Common Stock is exclusive of the shares of Class A Common Stock that are issuable upon conversion of shares of Class B Common Stock. Share ownership reflects rounding for share-based compensation in the aggregate, not by specific tranche or award.

(2)

Shares of Class B Common Stock are convertible into shares of Class A Common Stock at the option of the holder on a share-for-share basis. The holder of one share of Class A Common Stock has one vote per share at a meeting of our stockholders and the holder of one share of Class B Common Stock has ten votes per share at a meeting of our stockholders, except in the separate elections of directors. Holders of Class A Common Stock have the right to elect 25% of our Board rounded up to the nearest whole director and the holders of Class B Common Stock have the right to elect the remaining members of our Board.

(3)

Members of the Dolan family have formed a “group” for purposes of Section 13(d) of the Securities Exchange Act. The members of this group (the “Group Members”) are: Charles F. Dolan individually and as a Trustee of the Charles F. Dolan 2009 Revocable Trust (the “CFD 2009 Trust”), Helen A. Dolan, individually and as a 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 Dolan Weber; Deborah A. Dolan-Sweeney; CFD 2009 Trust; HAD 2009 Trust; Dolan Children Trust FBO Kathleen M. Dolan; Dolan Children Trust FBO Marianne Dolan Weber; Dolan Children Trust FBO Deborah A. Dolan-Sweeney; Dolan Children Trust FBO James L. Dolan; Dolan Children Trust FBO Thomas C. Dolan; 2009 Family Trust FBO James L. Dolan; 2009 Family Trust FBO Thomas C. Dolan; 2009 Family Trust FBO Kathleen M. Dolan; 2009 Family Trust FBO Marianne Dolan Weber; 2009 Family Trust FBO Deborah A. Dolan-Sweeney; Ryan Dolan 1989 Trust; and Tara Dolan 1989 Trust. Individuals who are not Group Members but are trustees of trusts that are Group Members include David M. Dolan, as Trustee of the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO

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James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan and the Charles F. Dolan 2009 Family Trust FBO Deborah Dolan-Sweeney (collectively, the “2009 Family Trusts” and, individually, a “2009 Family Trust”); Paul J. Dolan, as a Trustee of the Dolan Children Trust FBO Kathleen M. Dolan and the Dolan Children Trust FBO James L. Dolan; Matthew J. Dolan, as a Trustee of the Dolan Children Trust FBO Marianne Dolan Weber and the Dolan Children Trust FBO Thomas C. Dolan; and Mary S. Dolan, as a Trustee of the Dolan Children Trust FBO Deborah A. Dolan-Sweeney and as a Trustee of the 2009 Family Trusts. The Group Members may be deemed to beneficially own an aggregate of (i) 2,411,125 shares of Class A Common Stock (including 1,487,150 shares of Class A Common Stock owned of record in the aggregate, options to purchase 923,975 shares of Class A Common Stock that are exercisable within 60 days of August 26, 2019 (excluding performance stock options that may, if the compensation committee approves achievement of performance goals, vest within 60 days of such date)) and (ii) 13,588,555 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof. 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 B Common Stock (representing all outstanding Class B Common Stock) and the equal number of shares of Class A Common Stock issuable upon conversion thereof by reason of the terms of an agreement among the Group Members. 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.

(4)

Charles F. Dolan 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 539,111 shares of Class A Common Stock (including 82,228 shares of Class A Common Stock owned of record by the CFD 2009 Trust, 390,408 shares of Class A Common Stock owned of record by the Dolan Family Foundation and an aggregate of 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts) and an aggregate of 6,865,186 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof (including 676,156 shares of Class B Common Stock owned of record by the CFD 2009 Trust and an aggregate of 6,189,030 shares of Class B Common Stock owned by the 2009 Family Trusts). Includes an aggregate of 6,189,030 shares of Class B Common Stock owned of record by the 2009 Family Trusts which Charles F. Dolan may be deemed to have the right to acquire because he has the right to substitute assets with each of the trusts, subject to the trustees’ reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. He disclaims beneficial ownership of 390,408 shares of Class A Common Stock owned of record by the Dolan Family Foundation and 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 B Common Stock owned of record by the 2009 Family Trusts.

(5)

Helen A. Dolan 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 539,111 shares of Class A Common Stock (including 390,408 shares of Class A Common Stock owned of record by the Dolan Family Foundation, an aggregate of 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and 82,228 shares of Class A Common Stock owned of record by the CFD 2009 Trust) and 6,865,186 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof (including 676,156 shares of Class B Common Stock owned of record by the CFD 2009 Trust and an aggregate of 6,189,030 shares of Class B Common Stock owned of record by the 2009 Family Trusts). Includes an aggregate of 6,189,030 shares of Class B Common Stock owned of record by the 2009 Family Trusts which Helen A. Dolan’s spouse, Charles F. Dolan, may be deemed to have the right to acquire because he has the right to substitute assets with each of the trusts, subject to the trustees’ reasonable satisfaction that the substitute assets received by the trust are of equal value to the trust property exchanged therefor. She disclaims beneficial ownership of 390,408 shares of Class A Common Stock owned of record by the Dolan Family Foundation, an aggregate of 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts, and 82,228 shares of Class A Common Stock owned of record by the CFD 2009 Trust, and 6,865,186 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof (including 676,156 shares of Class B Common Stock owned of record by

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the CFD 2009 Trust and an aggregate of 6,189,030 shares of Class B Common Stock owned of record by the 2009 Family Trusts).

(6)

Does not include unvested restricted stock units, target amount of unvested performance stock units, unvested stock options and unvested performance stock options granted under the Employee Stock Plan, except for restricted stock units and performance stock units subject to vesting and stock options and performance stock options exercisable, in each case, within 60 days of August 26, 2019. The excluded number of restricted stock units for the following individuals is: Mr. James L. Dolan, 0 units; Ms. Andrea Greenberg, 71,950 units; Mr. Bret Richter, 23,714 units; Mr. Lawrence J. Burian, 12,059 units; and Ms. Dawn Darino-Gorski, 9,067 units. The excluded number of target performance stock units for the following individuals is: Mr. James L. Dolan, 0 units; Ms. Andrea Greenberg, 194,780 units; Mr. Bret Richter, 66,925 units; Mr. Lawrence J. Burian, 36,183 units; and Ms. Dawn Darino-Gorski, 27,829 units. The number of performance stock units disclosed in the prior sentence of this footnote includes the following number of performance stock units at target that may, if the compensation committee approves the achievement of performance goals, vest within 60 days: Mr. James L. Dolan, 0 units; Ms. Andrea Greenberg, 50,570 units; Mr. Bret Richter, 21,070 units; Mr. Lawrence J. Burian, 12,650 units; and Ms. Dawn Darino-Gorski, 9,270 units. The excluded number of stock options and performance stock options for Mr. Dolan are 778,154 and 1,276,598, respectively. The number of performance stock options for Mr. Dolan disclosed in the prior sentence of this footnote includes 534,521 performance stock options that may, if the compensation committee approves the achievement of performance goals, vest within 60 days.

(7)

Does not include restricted stock units granted under the Company’s 2010 Stock Plan for Non-Employee Directors, as amended. The excluded number of restricted stock units for the following individuals is: Messrs. William J. Bell, 22,243 units; Charles F. Dolan, 39,823 units; Paul J. Dolan, 22,243 units; Quentin F. Dolan, 22,243 units; Thomas C. Dolan, 39,823 units; Joseph J. Lhota, 15,874 units; Joel M. Litvin, 22,243 units; Hank J. Ratner, 22,243 units; Brian Sweeney, 39,823 units; Kristin A. Dolan, 7,430 units and John L. Sykes, 23,153 units.

(8)

James L. Dolan 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 1,269,033 shares of Class A Common Stock (including 343,583 shares of Class A Common Stock owned of record personally and 1,475 shares of Class A Common Stock held as custodian for one or more minor children, and options owned of record personally to purchase 923,975 shares of Class A Common Stock that are exercisable within 60 days of August 26, 2019 (excluding performance stock options that may, if the compensation committee approves achievement of performance goals, vest within 60 days of such date)) and 1,224,362 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof 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 111,813 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, 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 B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof 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, and 87,750 shares of Class A Common Stock and 1,812,973 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof owned of record by the Dolan Children Trust for his benefit.

(9)

Marianne Dolan Weber 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 and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 147,015 shares of Class A Common Stock (including 925 shares of Class A Common Stock owned of record by a member of her household, 625 shares of Class A Common Stock owned of record personally by her spouse, 97,601 shares of Class A Common Stock owned of record by the Heartfelt Wings Foundation Inc. and 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for her benefit) and 890,802 shares of

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Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof owned of record by the Dolan Children Trust for her benefit. She disclaims beneficial ownership of 925 shares of Class A Common Stock owned of record by a member of her household, 625 shares of Class A Common Stock owned of record personally by her spouse, 97,601 shares of Class A Common Stock owned of record by the Heartfelt Wings Foundation Inc., 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for her benefit and 890,802 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof owned of record by the Dolan Children Trust for her benefit.

(10)

Brian G. Sweeney may be deemed to have (a) the sole power to vote or direct the vote of and dispose or direct the disposition of 27,057 shares of Class A Common Stock owned of record personally and (b) the shared power to vote or direct the vote of and to dispose of or direct the disposition of 157,460 shares of Class A Common Stock (including 20,618 shares of Class A Common Stock owned by his spouse, Deborah A. Dolan-Sweeney, an aggregate of 6,750 shares Class A Common Stock held in trust for his children for which he serves as trustee, 82,228 shares of Class A Common Stock owned of record by the CFD 2009 Trust for which he serves as co-trustee and 47,864 shares of Class A Common Stock owned by the Dolan Children Trust for the benefit of his spouse) and 1,595,137 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof (including 676,156 shares of Class B Common Stock owned of record by the CFD 2009 Trust for which he serves as co-trustee and 918,981 shares of Class B Common Stock owned by the Dolan Children Trust for the benefit of his spouse). He disclaims beneficial ownership of the 20,618 shares of Class A Common Stock owned by his spouse, the 6,750 shares of Class A Common Stock held in trusts for his children for which he serves as trustee, 82,228 shares of Class A Common Stock owned of record by the CFD 2009 Trust for which he serves as co-trustee and 47,864 shares of Class A Common Stock owned by the Dolan Children Trust for the benefit of his spouse and 1,595,137 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof (including 676,156 shares of Class B Common Stock owned of record by the CFD 2009 Trust for which he serves as co-trustee and 918,981 shares of Class B Common Stock owned by the Dolan Children Trust for the benefit of his spouse).

(11)

Bret Richter may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 60,093 shares of Class A Common Stock (including 59,993 shares of Class A Common Stock held directly and 100 shares of Class A Common Stock owned by a minor child). Mr. Richter disclaims beneficial ownership of the 100 shares of Class A Common Stock owned by a minor child.

(12)

Deborah A. Dolan-Sweeney 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 163,899 shares of Class A Common Stock (including 27,057 shares of Class A Common Stock owned of record by her spouse, 6,750 shares of Class A Common Stock held by trusts for her children for which her spouse serves as trustee, 82,228 shares of Class A Common Stock owned of record by the CFD 2009 Trust 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 1,595,137 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof (including 676,156 shares of Class B Common Stock owned of record by the CFD 2009 Trust for which her spouse serves as co-trustee and 918,981 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 by her spouse, 6,750 shares of Class A Common Stock held by trusts for her children for which her spouse serves as trustee, 82,228 shares of Class A Common Stock owned of record by the CFD 2009 Trust for which her spouse serves as co-trustee and 47,864 shares of Class A Common Stock and 1,595,137 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof (including 676,156 shares of Class B Common Stock owned of record by the CFD 2009 Trust for which her spouse serves as co-trustee and 918,981 shares of Class B Common Stock owned of record by the Dolan Children Trust for her benefit).

(13)	Kristin A. Dolan 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 22,813 shares of Class A Common Stock owned of record personally and (b) the

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shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,358,033 shares of Class A Common Stock (including 1,250 shares of Class A Common Stock owned jointly with her spouse, James L. Dolan, 343,583 shares of Class A Common Stock owned of record by her spouse, options owned of record by her spouse to purchase 923,975 shares of Class A Common Stock that are exercisable within 60 days of August 26, 2019 (excluding performance stock options that may, if the compensation committee approves achievement of performance goals, vest within 60 days of such date), 1,475 shares of Class A Common Stock held by her spouse as custodian for one or more minor children, and 87,750 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of her spouse) and 3,037,335 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof (including 1,224,362 shares of Class B Common Stock owned of record by her spouse and 1,812,973 shares of Class B Common Stock owned by the Dolan Children Trust for the benefit of her spouse). She disclaims beneficial ownership of 1,475 shares of Class A Common Stock held by her spouse as custodian for one or more minor children, 343,583 shares of Class A Common Stock owned of record by her spouse, options owned of record by her spouse to purchase 923,975 shares of Class A Common Stock that are exercisable within 60 days of August 26, 2019 (excluding performance stock options that may, if the compensation committee approves achievement of performance goals, vest within 60 days of such date), 87,750 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of her spouse and 3,037,335 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof (including 1,224,362 shares of Class B Common Stock owned of record by her spouse and 1,812,973 shares of Class B Common Stock owned of record by the Dolan Children Trust for the benefit of her spouse).

(14)

Thomas C. Dolan 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 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 B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof 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 B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof owned of record by the Dolan Children Trust for his benefit.

(15)

Kathleen M. Dolan 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 6,555 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 B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof owned of record by the Ryan Dolan 1989 Trust and the 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 an aggregate of 368,829 shares of Class A Common Stock (including 97,601 shares of Class A Common Stock owned of record by the Green Mountain Foundation Inc. and 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 B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof 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, 97,601 shares of Class A Common Stock owned of record by the Green Mountain Foundation Inc., 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 B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof owned of record by the Dolan Children Trusts, the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust).

(16)

Paul J. Dolan 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 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

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2,731,954 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof 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 and the equal number of shares of Class A Common Stock issuable upon conversion thereof owned of record by the Dolan Children Trusts for the benefit of Kathleen M. Dolan and James L. Dolan.

(17)

Mary S. Dolan 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 135,548 shares of Class A Common Stock (including 7,809 shares of Class A Common Stock owned jointly with her spouse, 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, 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, and an aggregate of 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts) and an aggregate of 7,108,011 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof (including 918,981 shares of Class B Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney and an aggregate of 6,189,030 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, 47,864 shares of Class A Common Stock owned of record by the Dolan Children Trust for the benefit of Deborah Dolan-Sweeney, 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, and an aggregate of 66,475 shares of Class A Common Stock owned of record by the 2009 Family Trusts and 918,981 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof owned of record by the Dolan Children Trust for the benefit of Deborah A. Dolan- Sweeney and an aggregate of 6,189,030 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof owned of record by the 2009 Family Trusts.

(18)

Matthew J. Dolan 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 89,350 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 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 B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof 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

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1,817,760 shares of Class B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof owned of record by the Dolan Children Trusts for the benefit of Marianne Dolan Weber and Thomas C. Dolan.

(19)

David M. Dolan 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 86,970 shares of Class A Common Stock (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, and 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 B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof 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 B Common Stock and the equal number of shares of Class A Common Stock issuable upon conversion thereof owned of record by the 2009 Family Trusts.

(20)	Kathleen M. Dolan and Paul J. Dolan are the trustees of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan and have the shared power to vote and dispose of the shares held by the trust.

(21)	Kathleen M. Dolan and Mary S. Dolan are the trustees of the Charles F. Dolan Children Trust FBO Deborah A. Dolan-Sweeney and have the shared power to vote and dispose of the shares held by the trust.

(22)	Kathleen M. Dolan and Matthew J. Dolan are the trustees of the Charles F. Dolan Children Trust FBO Marianne Dolan Weber and have the shared power to vote and dispose of the shares held by the trust.

(23)	Kathleen M. Dolan and Matthew J. Dolan are the trustees of the Charles F. Dolan Children Trust FBO Thomas C. Dolan and have the shared power to vote and dispose of the shares held by the trust.

(24)	Kathleen M. Dolan and Paul J. Dolan are the trustees of the Charles F. Dolan Children Trust FBO James L. Dolan and have the shared power to vote and dispose of the shares held by the trust.

(25)	David M. Dolan and Mary S. Dolan are the trustees of the Charles F. Dolan 2009 Family Trust FBO James L. Dolan and have the shared power to vote and dispose of the shares held by the trust.

(26)	David M. Dolan and Mary S. Dolan are the trustees of the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan and have the shared power to vote and dispose of the shares held by the trust.

(27)	David M. Dolan and Mary S. Dolan are the trustees of the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan and have the shared power to vote and dispose of the shares held by the trust.

(28)	David M. Dolan and Mary S. Dolan are the trustees of the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber and have the shared power to vote and dispose of the shares held by the trust.

(29)	David M. Dolan and Mary S. Dolan are the trustees of the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney and have the shared power to vote and dispose of the shares held by the trust.

(30)

Hank J. Ratner may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 139,194 shares of Class A Common Stock (including 139,094 shares of Class A Common Stock held directly and 100 shares of Class A Common Stock owned of record by a member of his

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household). Mr. Ratner disclaims beneficial ownership of the 100 shares of Class A Common Stock owned by a member of his household.

(31)

Based upon a Schedule 13G (Amendment No. 8) filed with the SEC on February 11, 2019, The Vanguard Group (“Vanguard”) beneficially owns 6,123,820 shares of Class A Common Stock. Vanguard has sole voting power over 59,395 shares of Class A Common Stock, shared voting power over 7,606 shares of Class A Common Stock, sole dispositive power over 6,063,834 shares of Class A Common Stock and shared dispositive power over 59,986 shares of Class A Common Stock.

(32)

Based upon a Schedule 13G (Amendment No. 4) filed with the SEC on February 14, 2019, Ariel Investments, LLC beneficially owns 7,002,559 shares of Class A Common Stock. Ariel Investments, LLC has sole voting power over 6,647,200 shares of Class A Common Stock and sole dispositive power over 7,002,559 shares of Class A Common Stock.

(33)

Based upon a Schedule 13G (Amendment No. 5) filed with the SEC on February 14, 2019, ClearBridge Investments, LLC (“ClearBridge Investments”) beneficially owns 4,042,512 shares of Class A Common Stock. ClearBridge Investments has sole voting power over 3,919,680 shares of Class A Common Stock and sole dispositive power over 4,042,512 shares of Class A Common Stock. ClearBridge Investments is not affiliated with ClearBridge Compensation Group, the independent compensation consultant to the Compensation Committee of the Company’s Board.

(34)

Based upon a Schedule 13G (Amendment No. 2) filed with the SEC on February 6, 2019, BlackRock, Inc. (“BlackRock”) beneficially owns 4,585,346 shares of Class A Common Stock. BlackRock has sole voting power over 4,382,797 shares of Class A Common Stock and sole dispositive power over 4,585,346 shares of Class A Common Stock.

(35)	Based upon a Schedule 13G filed with the SEC on February 13, 2019, FMR LLC (“Fidelity”) beneficially owns 4,034,258 shares of Class A Common Stock. Fidelity has sole voting power over 1,997,007 shares of Class A Common Stock and sole dispositive power over 4,034,258 shares of Class A Common Stock.

Securities Transactions. Based on our records and on information provided to us by our directors, executive officers, affiliates and subsidiaries, neither we nor any of our directors, our executive officers, or our affiliates or our subsidiaries nor, to the best of our knowledge, any person controlling the Company or any executive officer or director of any such controlling entity or of our subsidiaries, has effected any transactions involving the Class A Shares during the 60 days prior to the date hereof.

Arrangements Concerning the Company’s common stock.

The Class B Stockholders’ Agreement

On January 13, 2010, members of the Dolan Family Group 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 Company among members of the Dolan Family Group. As a result of this agreement and action taken by the Company’s Board of Directors, the Company qualifies as a “controlled company” under the rules of the New York Stock Exchange.

Voting. Under the Third A&R Class B Stockholders’ Agreement, members of the Dolan Family Group have agreed to vote as a group with respect to any matter on which any Class B Shares are entitled to vote. Decisions on how the Dolan Family Group will vote with respect to their Class B Shares 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. Patrick F. Dolan is not a voting member of the Dolan Family Committee, James L Dolan is 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 has the ability to block Dolan Family

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Committee approval of any Company change in control transaction. The decisions of the Dolan Family Committee are non-binding with respect to certain Class B stockholders that are trusts (the “Excluded Trusts”). The Excluded Trusts vote their Class B Shares at the direction of Excluded Trusts holding a majority of the Class B Shares held by all of the Excluded Trusts, except that the approval of Excluded Trusts holding two thirds of the Class B Shares held by all Excluded Trusts is required for a vote in favor of any transaction that would result in a change in control of the Company or a going-private transaction with respect to the Company.

Transfers. Without the approval of the Dolan Family Committee, acting by a two-thirds vote, a Class B Stockholder may not transfer Class B Shares other than to members of the Dolan Family Group and related persons (each such party, a “Permitted Holder”), unless such shares are first converted into Class A Shares. 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 is permitted to sell their Class B Shares if such sale would result in a change in control of the Company, unless such sale is approved by not less than all but one of the votes of the Dolan Siblings.

Market Sale. Subject to the other transfer provisions, the parties to the Third A&R Class B Stockholders’ Agreement have a right of first offer and a tag-along right with respect to any proposed sale of Class B Shares (after conversion to Class A Shares) 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 Class B Shares, 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 have a tag-along right with respect to any proposed sale of Class B Shares, other than to a Permitted Holder, if such sale would result in a change in control of the Company.

Drag-Along Rights. If, after complying with the other transfer provisions, one or more Class B Stockholders propose to sell all of their Class B Shares, other than to a Permitted Holder, and such sale would result in a change in control of the Company, such Class B Stockholders will have the right to require the other Class B Stockholders to sell all of their Class B Shares in the same transaction.

The Third A&R Class B Stockholders’ Agreement also contains certain agreements among the Dolan Family Group related to the pledge of Class B Shares, the exercise of registration rights and other matters.

Registration Rights Agreements

Certain members of the Dolan Family Group other than the Dolan Children Trusts have entered into a registration rights agreement with the Company (the “Dolan Affiliates Agreement”), and the Dolan Children Trusts have entered into a registration rights agreement with the Company, (the “Dolan Children Trusts Agreement” and, together with the Dolan Affiliates Agreement, the “Registration Rights Agreements”).

Under the Registration Rights Agreements, the Dolan Family Group Members are entitled, subject to certain conditions, to require the Company to register the sale of some or all of their Class A Shares (including those issued upon conversion of Class B Shares) on up to four occasions in the aggregate. The Dolan Family Group Members are also entitled to sell such shares as part of certain registered offerings by the Company, 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 Class B Shares (other than to Charles F. Dolan or other Dolan family interests) by such

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Dolan Children Trust, or of any of the Class B Shares owned by the Dolan Children Trusts by any other Dolan family interest to which such Class B Shares are transferred, such shares will be converted into Class A Shares. This conversion obligation does not apply to any other Class B Shares, 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.

MSG Networks Inc. 2010 Employee Stock Plan

The MSG Networks Inc. 2010 Employee Stock Plan, as amended (the “Employee Stock Plan”) was most recently approved by the Company’s stockholders on December 15, 2016. Under the Employee Stock Plan, the Company is authorized to grant employees of the Company and its affiliates incentive stock options and non-qualified stock options (“NQSOs”), restricted shares, RSUs and other share-based awards. The Employee Stock Plan, which is administered by the Compensation Committee of the Board of Directors (“Compensation Committee”), provides that the Company may grant awards for up to 12,500,000 Class A Shares (inclusive of awards granted prior to the December 15, 2016 amendment thereof and subject to certain adjustments). To the extent that an award is paid or terminates without the issuance of Class A Shares or Class A Shares under an award revert back to the Company because of payment or withholding obligations, then the Compensation Committee may grant awards with respect to such Class A Shares. Awards that are settled in cash or property other than Class A Shares, when settled, will be added back to the aggregate remaining number of shares with respect to which awards may be made under the Employee Stock Plan. Class A Shares issued under the Employee Stock Plan may be either treasury shares or authorized and unissued shares.

Annual awards to our executive officers generally consist of time-vested RSUs or options and performance-vested RSUs or options. Time-vested awards generally vest in approximately equal annual installments over the first three years following the grant date and performance-vested awards generally vest on the third anniversary of the grant date to the extent to which the applicable performance goals are achieved. NQSOs under the Employee Stock Plan must be granted with an exercise price of not less than the fair market value of a Class A Share on the date of grant and must expire no later than 10 years from the date of grant (or up to one additional year in the case of the death of a holder). RSUs granted under the Employee Stock Plan will settle in Class A Shares, or, at the option of Compensation Committee, in cash. Awards generally vest in the event of death and, in some cases, disability, retirement or a going private transaction. Performance-vested awards vest at the target level on a change of control of the Company and time-vested awards vest in connection with certain qualifying terminations of employment following a change of control. Pursuant to their employment agreements, awards held by certain of our employees vest on a termination of employment by the Company without cause or by the employee for good reason (other than if cause then exists) subject, in the case of performance-based RSUs, to satisfaction of applicable performance criteria.

MSG Networks Inc. 2010 Stock Plan for Non-Employee Directors

The MSG Networks Inc. 2010 Stock Plan for Non-Employee Directors, as amended (the “Non-Employee Director Plan”) was most recently approved by the Company’s stockholders on December 11, 2015. Under the Non-Employee Director Plan, the Company is authorized to grant NQSOs, RSUs and other share-based awards. The Non-Employee Director Plan provides that the Company may grant awards for up to 300,000 Class A Shares (subject to certain adjustments). NQSOs under the Non-Employee Director Plan must be granted with an exercise price of not less than the fair market value of a Class A Share on the date of grant and must expire no later than 10 years from the date of grant (or up to one additional year in the case of the death of a holder). The terms and conditions of awards granted under the Non-Employee Director Plan, including vesting and exercisability, are determined by the Compensation Committee. Unless otherwise provided in an applicable award agreement, NQSOs granted under the Non-Employee Director Plan will be fully vested and exercisable, and RSUs granted under the Non-Employee Director Plan will be fully vested, upon the date of grant and will settle in Class A

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Shares (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash, on the first business day after ninety days from the date the director’s service on the Board of Directors ceases or, if earlier, upon the director’s death. Annual awards to our non-employee directors generally consist of fully vested RSUs.

Employment Agreements

The Company is party to employment agreements with its executive officers and certain other employees, which provide for annual and in some cases one-time grants of equity awards under the Employee Stock Plan and the vesting of such equity awards in connection with qualifying terminations of employment as described above.

The foregoing descriptions of agreements and arrangements involving the Company’s common stock are qualified in their entirety by reference to the text of the respective agreements and arrangements, copies of which have been filed with the SEC.

Except as otherwise described herein, neither we nor, to the best of our knowledge, any of our affiliates, directors or executive officers, is a party to any contract, agreement, arrangement, understanding or relationship with any other person with respect to any of our securities.

12.

Certain Legal Matters; Regulatory Approvals.

We are not aware of any license or regulatory permit that is reasonably likely to be material to our business that might be adversely affected by our acquisition of Class A Shares as contemplated in the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for our acquisition or ownership of Class A Shares as contemplated by the Offer. Should any approval or other action be required, we presently contemplate that we will seek that approval or other action, but we have no current intention to delay the purchase of Class A Shares tendered pursuant to the Offer pending the outcome of any such matter, subject to our right to decline to purchase Class A Shares if any of the conditions in Section 7 have occurred or are deemed by us to have occurred or have not been waived. We cannot predict whether we would be required to delay the acceptance for payment of or payment for Class A Shares tendered pursuant to the Offer pending the outcome of any such matter. We cannot assure you that any approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business and financial condition. If certain types of adverse actions are taken with respect to the matters discussed above, or certain approvals, consents, licenses or permits identified above are not obtained, we can decline to accept for payment or pay for any Class A Shares tendered. See Section 7.

13.

Certain United States Federal Income Tax Consequences.

The following discussion describes certain United States federal income tax consequences of participating in the Offer for U.S. Holders and non-U.S. Holders (each as defined below). This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), United States Treasury Regulations issued thereunder, IRS rulings and pronouncements, and judicial decisions, all as of the date hereof and all of which are subject to differing interpretations or change which could affect the tax consequences described in this Offer to Purchase (possibly on a retroactive basis). This discussion is for general information only and does not address all of the aspects of United States federal income taxation that may be relevant to a particular stockholder or to stockholders subject to special rules (including, without limitation, financial institutions, brokers, dealers or traders in securities or commodities, traders who elect to apply a mark-to-market method of accounting, insurance companies, “S” corporations, partnerships or other pass-through entities, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, tax-exempt organizations, tax-qualified retirement plans, persons who hold Class A Shares as a position in a “straddle” or as part of a “hedging,” “conversion” or “integrated” transaction or other risk reduction strategy, directors, employees, former employees

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or other persons who acquired their Class A Shares as compensation, including upon the exercise of employee Options, holders of Class B Shares (including by reason of constructive ownership rules under the Code), and U.S. Holders that have a functional currency other than the United States dollar). In particular, this summary does not address any tax consequences arising from the Medicare tax on net investment income, the sale of Class A Shares acquired pursuant to any employee benefit plans or the alternative minimum tax. This summary also does not address tax considerations arising under any state, local or foreign laws, or under United States federal estate or gift tax laws. This summary assumes that stockholders hold the Class A Shares as “capital assets” within the meaning of the Code (generally, property held for investment). No IRS ruling has been or will be sought regarding any matter discussed herein.

As used herein, the term “U.S. Holder” means a beneficial owner of Class A Shares that for United States federal income tax purposes is:

•

an individual who is a citizen or resident of the United States;

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a domestic corporation;

•

an estate, the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or, if the trust was in existence on August 20, 1996, and it has elected to continue to be treated as a United States person.

As used herein, the term “non-U.S. Holder” means a beneficial owner of Class A Shares that is neither a U.S. Holder nor a partnership (including any entity or arrangement treated as a partnership for United States federal income tax purposes).

If a partnership (including any entity or arrangement treated as a partnership for United States federal income tax purposes) holds Class A Shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A partnership holding Class A Shares, and each partner in such partnership, should consult its tax advisors regarding the tax consequences of participating in the Offer.

Each stockholder is urged to consult its tax advisor as to the particular United States federal income tax consequences to such stockholder of participating or not participating in the Offer and the applicability and effect of any state, local and foreign tax laws and other tax consequences with respect to the Offer.

Non-Participation in the Offer. The Offer will generally not give rise to any taxable transaction for United States federal income tax purposes to stockholders that do not tender any Class A Shares in the Offer.

Consequences of the Offer to U.S. Holders.

Characterization of the Purchase—Distribution vs. Sale Treatment. The exchange of Class A Shares for cash pursuant to the Offer will be a taxable transaction for United States federal income tax purposes. A U.S. Holder that participates in the Offer will be treated, depending on such U.S. Holder’s particular circumstances, either as recognizing gain or loss from the disposition of the Class A Shares or as receiving a distribution from us as described in more detail below.

Under the stock redemption rules of Section 302 of the Code, a U.S. Holder will recognize gain or loss on an exchange of Class A Shares for cash if the exchange: (a) results in a “complete termination” of all such U.S. Holder’s equity interest in the Company, (b) results in a “substantially disproportionate” redemption with respect to such U.S. Holder, or (c) is “not essentially equivalent to a dividend” with respect to the U.S. Holder (together,

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the “Section 302 tests”). In applying the Section 302 tests, a U.S. Holder must take into account stock that such U.S. Holder constructively owns under certain attribution rules, pursuant to which the U.S. Holder will be treated as owning shares in the Company owned by certain family members (except that in the case of a “complete termination” a U.S. Holder may waive, under certain circumstances, attribution from family members) and related entities and shares in the Company that the U.S. Holder has the right to acquire by exercise of an option. An exchange of Class A Shares for cash generally will be a substantially disproportionate redemption with respect to a U.S. Holder if, among other things, (x) the ratio which the voting stock of the Company owned by the U.S. Holder immediately after the redemption bears to all of the voting stock of the Company at such time, is less than 80% of the ratio which the voting stock of the Company owned by the U.S. Holder immediately before the redemption bears to all of the voting stock of the Company at such time and (y) the U.S. Holder’s ownership of the common stock of the Company (whether voting or nonvoting) after and before redemption also meets the 80% requirement in the preceding clause (x). The determination as to how this “substantially disproportionate” test would apply in the case of a company that has issued and outstanding different classes of common shares with different voting rights, such as us, is complex. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the application of the “substantially disproportionate” test in their particular circumstances. If an exchange of Class A Shares for cash fails to satisfy the “substantially disproportionate” test, the U.S. Holder nonetheless may satisfy the “not essentially equivalent to a dividend” test. An exchange of Class A Shares for cash will generally satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the U.S. Holder’s equity interest in the Company. An exchange of Class A Shares for cash that results in any reduction of the proportionate equity interest in the Company held by a U.S. Holder with a relative equity interest that is minimal and who does not exercise any control over or participate in the Company’s management should generally be treated as “not essentially equivalent to a dividend.” U.S. Holders are urged to consult their tax advisors regarding the application of the rules of Section 302 in their particular circumstances.

We cannot predict whether any particular U.S. Holder will be subject to sale or exchange treatment, on one hand, or distribution treatment, on the other hand. Contemporaneous dispositions or acquisitions of shares in the Company (including market sales and purchases) by a U.S. Holder or related individuals or entities may be deemed to be part of a single integrated transaction and may be taken into account in determining whether the Section 302 tests have been satisfied. Each U.S. Holder should be aware that because proration may occur in the Offer, even if all the Class A Shares actually and constructively owned by a U.S. Holder are tendered pursuant to the Offer, fewer than all of such Class A Shares may be purchased by us. Consequently, we cannot assure you that a sufficient number of any particular U.S. Holder’s Class A Shares will be purchased to ensure that this purchase will be treated as a sale or exchange, rather than as a distribution, for United States federal income tax purposes pursuant to the rules discussed herein. Accordingly, a tendering U.S. Holder may choose to submit a “conditional tender” under the procedures described in Section 6, which allows the U.S. Holder to tender Class A Shares subject to the condition that a specified minimum number of the U.S. Holder’s Class A Shares must be purchased by us if any such Class A Shares so tendered are purchased.

Sale or Exchange Treatment. If a U.S. Holder is treated under the Section 302 tests as recognizing gain or loss from the “sale or exchange” of the Class A Shares for cash, such gain or loss will be equal to the difference, if any, between the amount of cash received and such U.S. Holder’s tax basis in the Class A Shares exchanged therefor. Generally, a U.S. Holder’s tax basis in the Class A Shares will be equal to the cost of the Class A Shares to the U.S. Holder reduced by any previous returns of capital. Any gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the Class A Shares exceeds one year as of the date of the exchange. Long-term capital gain is currently subject to a reduced rate of tax for non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to limitations. A U.S. Holder must calculate gain or loss separately for each block of Class A Shares (generally, Class A Shares acquired at the same cost in a single transaction). A U.S. Holder may be able to designate which blocks of Class A Shares it wishes to tender and the order in which different blocks will be purchased in the event that less than all of its Class A Shares are tendered.

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Distribution Treatment. If a U.S. Holder is not treated under the Section 302 tests as recognizing gain or loss from the “sale or exchange” of Class A Shares for cash, the entire amount of cash received by such U.S. Holder pursuant to the Offer will be treated as a distribution by the Company with respect to the U.S. Holder’s Class A Shares. The distribution will be treated as a dividend to the extent of the Company’s current and accumulated earnings and profits allocable to such Class A Shares. Such a dividend would be includible in income without reduction for the U.S. Holder’s tax basis in the Class A Shares exchanged. Currently, dividends are taxable at a maximum rate of 20% for non-corporate U.S. Holders (including individuals) if certain holding period and other requirements are met. To the extent that amounts received pursuant to the Offer that are treated as distributions exceed a U.S. Holder’s allocable share of our current and accumulated earnings and profits, the distribution will first be treated as a non-taxable return of capital, causing a reduction in the tax basis of such U.S. Holder’s Class A Shares, and any amounts in excess of the U.S. Holder’s tax basis will constitute capital gain. Any remaining tax basis in the Class A Shares tendered will be transferred to any remaining Class A Shares held by such U.S. Holder.

To the extent that cash received in exchange for Class A Shares is treated as a dividend to a corporate U.S. Holder, (i) it generally will be eligible for a dividends-received deduction (subject to certain requirements and limitations) and (ii) it generally may be subject to the “extraordinary dividend” provisions of the Code. Corporate U.S. Holders should consult their tax advisors concerning the availability of the dividends-received deduction and the application of the “extraordinary dividend” provisions of the Code in their particular circumstances.

Consequences of the Offer to Non-U.S. Holders.

Sale or Exchange Treatment. Gain realized by a non-U.S. Holder on a sale of Class A Shares for cash pursuant to the Offer generally will not be subject to United States federal income tax if the sale is treated as a “sale or exchange” under the Section 302 tests described above under “Consequences of the Offer to U.S. Holders—Characterization of the Purchase—Distribution vs. Sale Treatment” unless:

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the gain is effectively connected with the non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, the non-U.S. Holder maintains a United States permanent establishment to which such gain is attributable);

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the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met; or

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our Class A Shares constitute “United States real property interests” by reason of our status as a United States real property holding corporation (“USRPHC”) for United States federal income tax purposes at any time within the shorter of the five-year period preceding the disposition or the non-U.S. Holder’s holding period for our Class A Shares.

A non-U.S. Holder described in the first bullet point above will be required to pay United States federal income tax on the net gain derived from the disposition generally in the same manner as if such non-U.S. Holder were a U.S. Holder, and, if such non-U.S. Holder is a foreign corporation, an additional branch profits tax at a 30% rate (or a lower rate if so specified by an applicable income tax treaty) may apply to any effectively connected earnings and profits.

A non-U.S. Holder described in the second bullet point above will be subject to United States federal income tax at a rate of 30% (or, if applicable, a lower treaty rate) on the gain derived from the disposition, which may be offset by certain U.S. source capital losses, even though the non-U.S. Holder is not considered a resident of the United States.

With respect to the third bullet point above, we believe we have not been and are not, and we do not anticipate becoming, a USRPHC. The determination of whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our other trade or business

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assets and our non-U.S. real property interests. In the event we are a USRPHC, as long as our Class A Shares are regularly traded on an established securities market, the Class A Shares will be treated as United States real property interests only with respect to a non-U.S. Holder that actually or constructively held more than 5% of our Class A Shares at any time during the shorter of (i) the five-year period ending on the date of the disposition or (ii) the non-U.S. Holder’s holding period for such Class A Shares. If gain on the disposition of Class A Shares were subject to taxation under the third bullet point above, the non-U.S. Holder would be subject to regular United States federal income tax with respect to such gain in generally the same manner as a United States person.

Distribution Treatment. If a non-U.S. Holder is not treated under the Section 302 tests as recognizing gain or loss on a “sale or exchange” of Class A Shares for cash, the entire amount of cash received by such non-U.S. Holder pursuant to the Offer (including any amount withheld, as discussed below) will be treated as a distribution by us with respect to the non-U.S. Holder’s Class A Shares. The treatment for United States federal income tax purposes of such distribution as a dividend, tax-free return of capital, or gain from the sale or exchange of Class A Shares will be determined in the manner described above under “Consequences of the Offer to U.S. Holders—Distribution Treatment.” Except as described in the following paragraphs, to the extent that amounts received by the non-U.S. Holder are treated as dividends, such dividends will be subject to United States federal withholding tax at a rate of 30% (or a lower rate specified in an applicable income tax treaty). To obtain a reduced rate of withholding under an income tax treaty, a non-U.S. Holder must provide a properly executed IRS Form W-8BEN or W-8BEN-E certifying, under penalties of perjury, that the non-U.S. Holder is a non-U.S. person and the dividends are subject to a reduced rate of withholding under an applicable income tax treaty. Non-U.S. Holders are urged to consult their tax advisors regarding their entitlement to, and the procedure for obtaining, benefits under an applicable income tax treaty.

Amounts treated as dividends that are effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States are not subject to United States federal withholding tax but instead, unless an applicable tax treaty provides otherwise, generally are subject to United States federal income tax in the manner applicable to U.S. Holders, as described above. To claim exemption from United States federal withholding tax with respect to dividends that are effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States, the non-U.S. Holder must comply with applicable certification and disclosure requirements by providing a properly executed IRS Form W-8ECI certifying, under penalties of perjury, that the non-U.S. Holder is a non-U.S. person and the dividends are effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States and includible in that holder’s gross income. In addition, a non-U.S. Holder that is a foreign corporation may be subject to a branch profits tax at a 30% rate (or a lower rate if so specified by an applicable income tax treaty), on dividends effectively connected with the conduct of a trade or business within the United States, subject to certain adjustments.

Withholding For Non-U.S. Holders. Because, as described above, it is unclear whether the cash received by a non-U.S. Holder in connection with the Offer will be treated (i) as proceeds of a sale or exchange or (ii) as a distribution, the Depositary or other applicable withholding agent may treat such payment as a dividend distribution for withholding purposes. Accordingly, payments to non-U.S. Holders may be subject to withholding at a rate of 30% of the gross proceeds paid, unless the non-U.S. Holder establishes an entitlement to a reduced rate of withholding by timely completing, under penalties of perjury, the applicable IRS Form W-8 as discussed above. To the extent non-U.S. Holders tender Class A Shares held in a United States brokerage account or otherwise through a United States broker, dealer, commercial bank, trust company, or other nominee, such non-U.S. Holders should consult such United States broker or other nominee and their own tax advisors to determine the particular withholding procedures that will be applicable to them.

A non-U.S. Holder may be eligible to obtain a refund of all or a portion of any United States federal tax withheld if such stockholder meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described above under “Consequences of the Offer to U.S. Holders—Characterization of the Purchase—Distribution vs. Sale Treatment” or if the stockholder is entitled to a reduced rate of withholding pursuant to any applicable income tax treaty and a higher rate was withheld.

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Non-U.S. Holders are urged to consult their tax advisors regarding the United States federal income tax consequences of participation in the Offer, including the application of United States federal income tax withholding rules, eligibility for a reduction of or an exemption from withholding tax, and the refund procedure, as well as the applicability and effect of state, local, foreign and other tax laws.

Information Reporting and Backup Withholding. Payments made to stockholders in the Offer may be reported to the IRS. In addition, under the United States federal income tax laws, backup withholding at the statutory rate (currently 24%) may apply to the amount paid to certain stockholders (who are not “exempt” recipients) pursuant to the Offer. To prevent such backup United States federal income tax withholding, each non-corporate stockholder who is a U.S. Holder and who does not otherwise establish an exemption from backup withholding must notify the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number (employer identification number or social security number) and provide certain other information by completing, under penalties of perjury, an IRS Form W-9, a copy of which is included in the Letter of Transmittal. Failure to timely provide the correct taxpayer identification number on the IRS Form W-9 may subject the stockholder to a $50 penalty imposed by the IRS.

Certain “exempt” recipients (including, among others, generally all corporations and certain non-U.S. Holders) are not subject to these backup withholding requirements. For a non-U.S. Holder to qualify for such exemption, such non-U.S. Holder must submit a statement (generally, an IRS Form W-8BEN or W-8BEN-E or other applicable Form W-8), signed under penalties of perjury, attesting to such non-U.S. Holder’s exempt status. A copy of the appropriate IRS Form W-8 may be obtained from the IRS website (www.irs.gov). A disregarded domestic entity that has a foreign owner must use the appropriate IRS Form W-8, and not the IRS Form W-9. See Instruction 10 to the Letter of Transmittal.

Stockholders should consult their tax advisors regarding the application of backup withholding to their particular circumstances and the availability of, and procedure for obtaining, an exemption from backup withholding.

FATCA. Under Sections 1471 through 1474 of the Code, commonly referred to as “FATCA,” and related administrative guidance, a United States federal withholding tax of 30% generally will be imposed on dividends that are paid to “foreign financial institutions” and “non-financial foreign entities” (as specifically defined under these rules), whether such institutions or entities hold Class A Shares as beneficial owners or intermediaries, unless specified requirements are met. Because, as discussed above, the Depositary or other applicable withholding agent may treat amounts paid to non-U.S. Holders in the Offer as dividends for United States federal income tax purposes, such amounts may also be subject to withholding under FATCA if such requirements are not met. In such case, any withholding under FATCA may be credited against, and therefore reduce, any 30% withholding tax on dividend distributions as discussed above. Non-U.S. Holders should consult with their tax advisors regarding the possible implications of these rules on their disposition of Class A Shares pursuant to the Offer.

THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

14.

Extension of the Offer; Termination; Amendment.

We expressly reserve the right to extend the period of time the Offer is open and delay acceptance for payment of, and payment for, any Class A Shares by giving oral or written notice of such extension to the

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Depositary and making a public announcement of such extension. During any such extension, all Class A Shares previously tendered and not properly withdrawn will remain subject to the Offer and to the rights of a tendering stockholder to withdraw such stockholder’s Class A Shares.

We also expressly reserve the right, in our sole discretion, not to accept for payment and not pay for any Class A Shares not previously accepted for payment or paid for, subject to applicable law, to postpone payment for Class A Shares or terminate the Offer upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of the termination or postponement to the Depositary and making a public announcement of the termination or postponement. Our reservation of the right to delay payment for Class A Shares that we have accepted for payment is limited by Exchange Act Rule 13e-4(f)(5), which requires that we must pay the consideration offered or return the Class A Shares tendered promptly after termination or withdrawal of the Offer.

Subject to compliance with applicable law, we further reserve the right, in our reasonable discretion, and regardless of whether any of the events set forth in Section 7 have occurred or are deemed by us to have occurred, to amend the Offer in any respect, including, without limitation, by changing the per Class A Share purchase price range or by increasing or decreasing the value of Class A Shares sought in the Offer. Amendments to the Offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment shall be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to stockholders in a manner reasonably designed to inform stockholders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to the Dow Jones News Service or comparable service.

If we materially change the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will extend the Offer to the extent required by Exchange Act Rule 13e-4(e)(3) and 13e-4(f)(1). This rule and related releases and interpretations of the SEC provide that the minimum period during which an Offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. If:

•

we increase or decrease the price range to be paid for Class A Shares or increase or decrease the value of Class A Shares sought in the Offer (and thereby increase or decrease the number of Class A Shares purchasable in the Offer), and, in the event of an increase in the value of Class A Shares purchased in the Offer, the number of Class A Shares accepted for payment in the Offer increases by more than 2% of the outstanding Class A Shares, and

•

the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 14,

then in each case the Offer will be extended until the expiration of the period of at least ten business days. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or Federal holiday and consists of the time period from 12:01 A.M. through 12:00 Midnight, New York City time.

If we increase the value of Class A Shares purchased in the Offer such that the additional amount of Class A Shares accepted for payment in the Offer does not exceed 2% of the outstanding Class A Shares, this will not be deemed a material change to the terms of the Offer and we will not be required to extend the Offer. See Section 1.

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15.

Fees and Expenses.

We have retained BofA Securities, Inc. to act as the Dealer Manager in connection with the Offer. The Dealer Manager may communicate with brokers, dealers, commercial banks and trust companies with respect to the Offer. The Dealer Manager will receive a reasonable and customary fee for these services. We have also agreed to reimburse the Dealer Manager for its reasonable and documented out-of-pocket expenses incurred in connection with the Offer (including the reasonable and documented fees and expenses of its counsel), and to indemnify the Dealer Manager against liabilities in connection with the Offer, including liabilities under the federal securities laws.

The Dealer Manager and its affiliates have provided, and may in the future provide, various investment banking, commercial banking and other services to us for which they have received, or we expect they will receive, customary compensation from us.

In the ordinary course of business, including in their trading and brokerage operations and in a fiduciary capacity, the Dealer Manager and its affiliates may hold positions, both long and short, for their own accounts and for those of their customers, in our securities. The Dealer Manager may from time to time hold Class A Shares in its proprietary accounts, and, to the extent it owns Class A Shares in these accounts at the time of the Offer, the Dealer Manager may tender the Class A Shares pursuant to the Offer.

We have retained D.F. King & Co., Inc. to act as Information Agent and Equiniti Trust Company to act as Depositary in connection with the Offer. The Information Agent may contact holders of Class A Shares by mail, telephone, telegraph and personal interviews and may request brokers, dealers, commercial banks, trust companies and other nominee stockholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer.

We will not pay any fees or commissions to brokers, dealers, commercial banks, trust companies or other nominees (other than fees to the Dealer Manager and the Information Agent as described above) for soliciting tenders of Class A Shares pursuant to the Offer. Stockholders holding Class A Shares through brokers, dealers, commercial banks, trust companies or other nominees are urged to consult the brokers, dealers, commercial banks, trust companies or other nominees to determine whether transaction costs may apply if stockholders tender Class A Shares through the brokers, dealers, commercial banks, trust companies or other nominees and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies or other nominees for customary mailing and handling expenses incurred by them in forwarding this Offer to Purchase, the Letter of Transmittal and related materials to the beneficial owners of Class A Shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank, trust company or other nominee has been authorized to act as our agent or the agent of the Dealer Manager, the Information Agent or the Depositary for purposes of the Offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of Class A Shares except as otherwise provided in Section 5 hereof and Instruction 7 in the Letter of Transmittal.

16.

Miscellaneous.

We are not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the Offer or the acceptance of Class A Shares pursuant to the Offer is not in compliance with any applicable law, we will make a good faith effort to comply with the applicable law. If, after a good faith effort, we cannot comply with the applicable law, the Offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of Class A Shares residing in that jurisdiction. In any jurisdiction where the securities, “blue sky” or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on our behalf by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of the jurisdiction.

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Pursuant to Exchange Act Rule 13e-4, we have filed with the SEC the Schedule TO, which contains additional information relating to the Offer. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner set forth in Section 10 with respect to information concerning our company.

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation on our behalf in connection with the Offer other than those contained in this Offer to Purchase and the related Letter of Transmittal. If given or made, you should not rely on that information or representation as having been authorized by us, any member of the Board of Directors, the Dealer Manager, the Depositary or the Information Agent.

WE HAVE NOT MADE ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR CLASS A SHARES IN THE OFFER. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR CLASS A SHARES IN THE OFFER. WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS DOCUMENT OR IN THE LETTER OF TRANSMITTAL. ANY RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MADE BY ANYONE ELSE MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY MSG NETWORKS INC., THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT.

MSG Networks Inc.

August 30, 2019

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The Letter of Transmittal and certificates for Class A Shares, and any other required documents should be sent or delivered by each stockholder or the stockholder’s broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth below. To confirm delivery of Class A Shares, stockholders are directed to contact the Depositary. Stockholders submitting certificates representing Class A Shares to be tendered must deliver such certificates together with the Letter of Transmittal and any other required documents by mail or overnight courier. Facsimile copies of Class A Share certificates will not be accepted.

The Depositary for the Offer is:

Equiniti Trust Company

By Mail:

Equiniti Trust Company

Shareowner Services

Voluntary Corporate Actions

P.O. Box 64858

St. Paul, Minnesota 55164-0854

By Facsimile Transmission:

Equiniti Trust Company

Shareowner Services

Voluntary Corporate Actions

(800) 468-9716 (phone)

(866) 734-9952 (fax)

By Hand or Overnight Courier:

Equiniti Trust Company

Shareowner Services

Voluntary Corporate Actions

1110 Centre Pointe Curve, Suite 101

Mendota Heights, Minnesota 55120

Any questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Requests for additional copies of this Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery or related documents may be directed to the Information Agent at its telephone number or address set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks & Brokers Call: (212) 269-5550

All Others Call Toll-Free: (800) 331-7543

Email: msgn@dfking.com

The Dealer Manager for the Offer is:

BofA Securities, Inc.

BofA Securities, Inc.

Bank of America Tower

One Bryant Park

New York, New York 10036

Call Toll-Free: (888) 803-9655