Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: As of September 30, 2022, the Company had approximately $260 million remaining under the $525 million Class A Common Stock share repurchase program authorized by the Company’s board of directors effective on October 1, 2015.
−Removed: Under the authorization, shares of Class A Common Stock may be purchased from time to time in open market or private transactions, block trades or such other manner as the Company may determine, in accordance with applicable insider trading and other securities laws and regulations, with the timing and amount of purchases depending on market conditions and other factors.
−Removed: The Company has been funding and expects to continue to fund stock repurchases through a combination of cash on hand, available borrowing capacity under our existing credit facilities and cash generated by operations.
−Removed: During the three months ended September 30, 2022, the Company did not engage in any share repurchase activity under its share repurchase program.
+Added: Share Repurchase Program
+Added: On October 6, 2022, the Company’s Board of Directors authorized a $75 million accelerated share repurchase (“ASR”) program under the Company’s existing share repurchase authorization.
+Added: On October 28, 2022, the Company entered into a $75 million ASR agreement with JPMorgan Chase Bank, National Association (“JP Morgan”).
+Added: Pursuant to the ASR agreement, the Company made a payment of $75 million to JP Morgan and JP Morgan delivered 388,777 initial shares of Class A Common Stock to the Company on November 1, 2022, representing 80% of the total shares expected to be repurchased under the ASR (determined based on the closing price of the Company’s Class A Common Stock of $154.33 on October 28, 2022).
+Added: The ASR was completed on January 31, 2023 with JP Morgan delivering 67,681 additional shares of Class A Common Stock to the Company upon final settlement.
+Added: The average purchase price per share for shares of Class A Common Stock purchased by the Company pursuant to the ASR was $164.31.
+Added: The ASR was effected pursuant to the Company’s existing share r epurchase authorization and as of December 31, 2022 , the Company had approximately $185 million available for repurchases under this existing share repurchase authorization.
+Added: Under the authorization, shares of Class A Common Stock may be purchased from time to time in open market or private transactions, block trades or such other manner as the Company may determine, in accordance with applicable insider trading and other securities laws and regulations.
+Added: The timing and amount of purchases will depend on market conditions and other factors.
+Added: See Note 14 in the Notes to Condensed Consolidated Financial Statements for additional information.
+Added: The following table provides information with respect to the Company’s purchase of its Class A Common Stock during the three months ended December 31, 2022:
+Added: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (1)(2) Maximum approximate dollar value of shares that may yet be purchased under the plans or programs
+Added: October 1, 2022 to October 31, 2022 — $ — — $ 259,639,000
+Added: November 1, 2022 to November 31, 2022 388,777 (2) 388,777 184,639,000
+Added: December 1, 2022 to December 31, 2022 — — — 184,639,000
+Added: Total 388,777 (2) 388,777
+Added: (1) Initial shares delivered to the Company on November 1, 2022, based on the closing price of the Company’s Class A Common Stock of $154.33 on October 28, 2022.
+Added: (2) The ASR concluded pursuant to the terms of the ASR agreement on January 31, 2023, with JP Morgan delivering 67,681 additional shares of Class A Common Stock to the Company on February 2, 2023.
+Added: The average purchase price per share for shares purchased by the Company pursuant to the ASR was $164.31.
(a) Index to Exhibits
−Removed: Employment Agreement dated September 9, 2022, between Madison Square Garden Sports Corp.
−Removed: and David Hopkinson (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 9, 2022)†
−Removed: Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification by the Executive Chairman Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Certification by the Executive Chairman Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following materials from Madison Square Garden Sports Corp.
−Removed: Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 formatted in Inline Extensible Business Reporting Language (iXBRL):
+Added: Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 formatted in Inline Extensible Business Reporting Language (iXBRL):
(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to Consolidated Financial Statements.
−Removed: 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 formatted in Inline XBRL and contained in Exhibit 101.
−Removed: _________________
−Removed: † This exhibit is a management contract or a compensatory plan or arrangement.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 27 th day of October 2022.
+Added: 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 formatted in Inline XBRL and contained in Exhibit 101.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 7 th day of February 2023.
Madison Square Garden Sports Corp.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.