UPDATE (4:51pm ET) - In a "Closing Bell" report on the Sports Business Daily, Bill Siegel, a bankruptcy attorney with Cowles & Thompson, suggested that if Judge Lynn sides with the Rangers, but sees that the holding companies of the Rangers, such as Hicks Sports Group, could be a more correct target, an emergency filing to stay on the sale to a nearby federal district court
UPDATE (4:10pm ET) - Judge Lynn says to the creditors regarding going after the Rangers instead of Hicks Sports Group, the holding company of the Rangers, "Your horse is dead." (via Kaplan tweet)
UPDATE (4:00pmET) - Judge Lynn says at today's bankruptcy hearing that the creditors have better argument against Hicks Sports Group, than the Rangers, itself.
UPDATE (3:35pm ET) - Daniel Kaplan of the SportsBusiness Journal is live tweeting the hearing. One example... Judge Lynn says, "The Rangers need to be out this room just as soon as possible." Such a comment would seem to lean toward approval of the prepackaged plan. But, as has been the case many times before, matters can change over the course of a long day of arguments.
UPDATE (3:30pm ET) - As we outlined below, the creditors filed correspondences around Jim Crane having a better offer for the Rangers, but that the dates of the emails were before the Greenberg/Ryan group entered into an exclusive negotiating window, and from that point the offer bid increased. Lawyers for MLB ripped the creditors for the Exhibts saying, "In any case, the only concrete negotiations that did take place after December 15 -- as indicated by the very e-mails the Lenders cite -- produced an improvement in Baseball Express's already winning bid," MLB said in Monday's filing.
UPDATE (3:15pm ET) - According to Daniel Kaplan of the SBJ (via Twitter), "Judge in Rangers bankruptcy case says he seriously doubts he will appoint a trustee to find other offers for the team."
UPDATE (3pm ET) – The Associated Press is reporting that during arguments being made by lawyers for the Texas Rangers that “U.S. Bankruptcy Judge D. Michael Lynn said he tended to agree with the Rangers' argument, saying there were ‘considerations behind (financial) value that will play a role’ in the sale.”
In what could be related news, the SportsBusiness Journal is reporting that a court-ordered mediation session scheduled for Thursday between the Rangers interests and the creditors for Hicks Sports Group has been canceled. As reported by Daniel Kaplan, “Why the mediation has been canceled is unclear, though it could mean the judge realizes the results of the hearing will be decisive enough to render mediation moot.”
Lawyers for the creditors of the Rangers will make their arguments later in the day.
More information as it becomes available
In a Ft. Worth bankruptcy courtroom today, arguments will be heard as to whether a “prepackaged plan” put together by Texas Rangers Baseball Partners, will be sufficient to U.S. Bankruptcy Judge D. Michael Lynn to satisfy debt surrounding the Texas Rangers assets of Hicks Sports Group, which has fallen $525 million in debt. Here’s a breakdown as to how arguments will play out:
Class(es) Are In Session
A “prepacked plan” is designed to address outstanding debt in a Chapter 11 proceeding by having the reorganization prepared in advance. In the normal course of events, this is done with cooperation of the creditors to help expedite matters, and get the distressed company out of Chapter 11 as quickly as possible.
But that’s not the case with the Texas Rangers.
The debtor, in this case Texas Rangers Baseball Partners, which includes the current owners of the Texas Rangers Baseball Club, and Rangers Baseball Express, the local investor group led by team president Nolan Ryan and Chuck Greenberg, is saying that based upon technicalities within the bankruptcy code, all debt to the creditors of the Rangers will be satisfied, and therefore have no vote to reject the prepackaged plan. The case will be made by lawyers for TRBP that 12 Classes of Claims are “unimpaired” and therefore, the creditors have no voting rights to block the sale to the Greenber/Ryan group.
(See the prepackaged plan for the Texas Rangers)
Those 12 classes are:
- Class 1 - Priority Non-Tax Claims
- Class 2 - First Lien Holder Claims
- Class 3 - Second Lien Holder Claims
- Class 4 - MLB Prepetition Claim
- Class 5 - Secured Tax Claims
- Class 6 - Other Secured Claims
- Class 7 - Assumed General Unsecured Claims
- Class 8 - Non-Assumed General Unsecured Claims
- Class 9 - Emerald Diamond Claim
- Class 10 - Overdraft Protection Agreement Claim
- Class 11 - Intercompany Claims
- Class 12 - TRBP Equity Interests
On the flip side, lawyers for the creditors will argue that they are impaired, and thusly, deserve the right to vote whether to approve the deal. For example, they will challenge Class 1 and 2. In a joint brief by the creditors, they claim, “Payment in full does not leave a class of claims unimpaired if material defaults or covenant breaches under the contract governing such claims remain uncured. The Debtor’s apparent contention to the contrary is incorrect as a matter of law.” They then go on to add:
Because the Debtors insist that there are no other impaired classes of claims under the Plan, in order to comply with section 1129(a)(10) of the Bankruptcy Code and confirm the Plan, the Debtor will need an affirmative vote of either Class 2 or Class 3. See 11 U.S.C. §1129(a)(10). As the Lenders will vote to reject the Plan, the Plan is patently unconfirmable.
If Judge Lynn agrees with the creditors, then the prepackaged plan will not be approved, and with it, the process changes.
Opening Up the Bidding
If, at the end of the day, Judge Lynn rules that the creditors are indeed impaired, the creditors will make an argument that there are better offers out there for the Rangers, namely through Houston businessman Jim Crane. Since it is the duty of the bankruptcy court to try and satisfy as much of the debt as possible, Judge Lynn is likely to hear that the process became “closed” when HSG entered into an exclusive agreement for the sale of the club assets to the Greenberg/Ryan group through what is called an Asset Purchase Agreement (APA).
Lawyers for the creditors will show examples of emails between correspondence between Glenn West, legal counsel to HSG, and a lawyer for J. P. Morgan, the creditors’ representative. In one correspondence West writes, “Crane now has a clearly superior economic deal — and may always have had based on Greenberg’s current position.”
At issue will be whether the timeframe of the emails makes them relevant. The majority of correspondence regarding a more lucrative bid by Crane comes before the January 23 Asset Purchase Agreement was reached. From that point, HSG continued to leverage the Greenberg/Ryan group into increasing their offer.
On Friday, TRBP filed a Brief saying:
“TRBP entered into the APA with the best bidder for the Texas Rangers franchise, that is, the bidder that offered the best combination of price and least execution risk. Although the Lenders may speculate that there is a bidder that will pay marginally more for the Texas Rangers franchise, such a bidder faces significant execution risk, including (1) negotiating an acceptable asset purchase agreement; (2) reaching agreement with any non-debtor that will contribute assets as part of the asset purchase agreement; (3) a potential uphill battle to obtain MLB consent (or litigation with MLB regarding its consent rights); and (4) potentially greater financing uncertainty than the Purchaser.”
Judge Lynn will need to weigh whether opening up the bidding truly extracts the most for the creditors with the least risk.
The 800lbs Gorilla in the Room: Consent Rights
Looming over the entire case is whether sports leagues have the right to select bids for franchises that may offer less money to creditors in cases where they have fallen into bankruptcy. The final hurdle in nearly every instance by sports leagues is majority vote that approves ownership transfer.
In the case of the Rangers, 75 percent of the league’s 30 owners must approve the transfer, and in regards to the Texas Rangers, they have solidly backed the Greenberg/Ryan group over Jim Crane due to the makeup of the Greenberg/Ryan group, as well as the fact that Crane backed out of the sale of the Houston Astros several years ago at the 11th hour.
In a worst case scenario, Judge Lynn could open up the bidding process, and through a court controlled sale, find Crane to have a better offer to satisfy the creditors. Major League Baseball will see matters differently, and reject the sale based upon wishing to have, what they see as better stewards of the Rangers, as well as owners that will better represent league interests on other matters that effect the whole of the league.
If MLB rejects the sale based on consent rights, the Rangers sale will become a landmark case that will move forward in the courts challenging league rights as to who they wish to have as part of their ownership ranks.
There have been two precedent setting sales that bolster MLB’s position.
In 2002, MLB sold the Boston Red Sox to a group headed by then Florida Marlins owner John Henry for $700 million and approved by the Jean R. Yawkey Trust. In that sale, both Miles Prentice and Charles Dolan offered up higher bids ($755 million by Prentice and $750 million by Dolan). Controversy ensued as to whether the sale garnered the most for the Trust, and whether the Henry group received favorable consideration to allow Jeffery Loria to sell the Montreal Expos to MLB, and then purchase the Marlins from Henry.
More recently, the NHL Phoenix Coyotes were placed into bankruptcy by owner Jerry Moyes. In that instance, Moyes partnered with Canadian billionaire Jim Balsillie who had designs on purchasing the club and relocating them to a suburb of Ontario, Canada for $242.5 million, while the NHL was offering $140 million, a fraction of that to keep the club in Arizona. In this case, the bankruptcy judge “punted” on his ruling rejecting both the Balsillie offer and a counter offer by the NHL.
As Judge Baum wrote of the Coyotes bankruptcy case, “Generally it is relatively easy to determine how to adequately protect economic interests. In this court’s view, determining how to adequately protect non-economic interests, particularly the interests claimed here by the NHL is exceedingly more challenging... The very nature of professional sports requires some territorial restrictions in order to encourage participation in the venture and to secure to each venturer the legitimate fruits of that participation.”
In his conclusions Baum wrote:
“[T]he court can not approve the bids by (Balsillie) and the NHL. Therefore, (Balsillie's) bid is denied, with prejudice because the interests of the NHL can not be adequately protected as required by Section 363(e) if the sale to (Balsillie) were approved. The NHL’s bid is denied, without prejudice. As stated…, the NHL can probably cure the defect in its bid if it elects to make the required amendment(s)”
The sale eventually moved to the NHL.
"Once that bid [by Balsillie] was rejected, this (the NHL's) bid became the new reality," said Steve Roman, a spokesman for Moyes.
In terms of the Texas Rangers, there is no relocation in play. Judge Lynn would need to look at how league consent, by itself, factors in.
When Will Judge Lynn Rule?
Expect the hearing today in Ft. Worth to go well into the night. While it is possible that Lynn will make a ruling this evening, it is more likely that it will be made on Weds.
Maury Brown is the Founder and President of the Business of Sports Network, which includes The Biz of Baseball, The Biz of Football, The Biz of Basketball and The Biz of Hockey, as well as a contributor to Forbes SportsMoney blog. He is available for hire or freelance. Brown's full bio is here. He looks forward to your comments via email and can be contacted through the Business of Sports Network.
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