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JPMorgan Chase Agents $200MM Credit Facility to NY Knicks

October 10, 2016, 07:25 AM
Filed Under: Sports
Related: JPMorgan Chase

On September 30, 2016, the New York Knicks, LLC (the “Knicks”), a wholly owned subsidiary of The Madison Square Garden Company (the “Company”), entered into a senior secured revolving credit agreement (the “Credit Agreement”) among the Knicks, each of the lenders identified therein and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Collateral Agent”).

The Credit Agreement provides the Knicks with a revolving credit facility (the “Facility”) with an initial maximum credit amount of $200,000,000 and a term of five years. The Facility was undrawn at closing and will be available to the Knicks to fund working capital needs and for general corporate purposes. All borrowings under the Facility are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

Borrowings under the Facility bear interest at a floating rate, which at the option of the Knicks may be either (a) a base rate plus a margin ranging from 0.00% to 0.125% per annum or (b) LIBOR plus a margin ranging from 1.00% to 1.125% per annum. The Credit Agreement requires the Knicks to pay a commitment fee ranging from 0.20% to 0.25% per annum in respect of the average daily unused commitments under the Facility.

All obligations under the Credit Agreement are secured by a first lien security interest in certain of the Knicks’ assets (the “Collateral”), including, but not limited to, (a) the Knicks’ membership rights in the National Basketball Association and (b) revenues to be paid to the Knicks by the NBA pursuant to certain U.S. national broadcast agreements.

Subject to customary notice and minimum amount conditions, the Knicks may voluntarily prepay outstanding loans under the Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurocurrency loans). The Knicks are required to make mandatory prepayments in certain circumstances, including without limitation if the maximum available amount under the Facility is greater than 350% of qualified revenues.

The Credit Agreement contains certain restrictions on the ability of the Knicks 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 restricted payments during the continuance of an event of default under the Credit Agreement; (iv) engaging in sale and leaseback transactions; (v) merging or consolidating; and (vi) taking certain actions that would invalidate the Collateral Agent’s lien on any Collateral.

The Credit Agreement generally requires the Knicks to comply with a debt service ratio of 1.5:1.0 over a trailing four quarter period.

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