Late on Monday,Texas Rangers Baseball Partners filed two documents that look to swiftly move the Texas Rangers out of Chapter 11 bankruptcy. The first motion opens the process up for other potential bidders, while the second motion requests to expedite a hearing for the bidding to July 16, a week from this coming Friday. Both documents were cleared by the Chief Restructuring Officer (CFO), William Snyder, making any chances for Judge Michael Lynn to reject the motions extremely thin.
The Greenberg/Ryan group claims “stalking horse” status, meaning any bid filed would have to exceed their $502 million bid for the Rangers assets by at least $20 million, or at least $522 million. Of that $20 million, $15 million would come back to the Greenberg/Ryan group as a “break-up fee” (the $15 million represents approximately 3% of the transaction value)
A statement by the Greenberg/Ryan group on Monday also says that they have secured the $575 million offering in escrow needed to complete the sale of the Rangers assets, as well as the land around the Ballpark, an exceptional move to prefund the sale, something rarely done. The move lays to rest persistent rumors that the group has been undercapitalized.
The Bid process is outlined as follows:
The Debtor shall (i) provide reasonable assistance to Qualified Bidders in conducting their due diligence investigations, (ii) receive offers from Qualified Bidders and (iii) keep the CRO and his counsel and advisors reasonably informed of those actions listed in (i) and (ii).
The CRO, in consultation with the Debtor, shall negotiate any offers made to purchase the TRBP Assets. Only a Qualified Bidder may participate in the bidding process. Neither the Debtor nor its representatives shall be obligated to furnish any information of any kind to any person who is not a Qualified Bidder.
To facilitate the Auction and to assist the Debtor and the CRO in assessing the terms of each bid, prospective bidders must work from the Asset Purchase Agreement (as defined in the Motion), to prepare their bids and mark all proposed changes to such agreement as part of their bid. The Asset Purchase Agreement is attached to the Motion as Exhibit C, and is also available on the main docket of these cases.
As noted, there is little time for potential bidders to get their ducks in a row, but in many senses is reasonable given that new bidders have access to all information that has been involved in the Greenberg/Ryan bid without having to make any investments to counter. The bids of any Qualified Bidder wanting to participate in the Auction must submit a Qualified Bid (as defined below) on or before July 16, 2010 at 10:00 a.m. (prevailing Central Time) (the “Bid Deadline”) in writing, to Texas Rangers Baseball Partners and William Snyder, the CRO. Each bidder will have to file a “Good Faith Deposit” of $1.5 million. As noted in the document:
Good Faith Deposits of all Qualified Bidders shall be held in a separate interest-bearing account for the Debtor’s benefit until the earlier of (a) August 12, 2010 or (b) consummation of a transaction involving any other Qualified Bidder for the TRBP Assets. If a Successful Bidder fails to consummate an approved Sale because of a breach or failure to perform on the part of such Successful Bidder, the Debtor will not have any obligation to return the Good Faith Deposit deposited by such Successful Bidder, and such Good Faith Deposit shall irrevocably become property of the Debtor without affecting or reducing any of the Debtor’s other rights or claims against such party.
The process is locked down, with exception. Under the section, Modification of Bidding Procedures, there is further wiggle room to allow the Greenberg/Ryan group to be selected.
Except as expressly provided herein, the procedures set forth herein cannot be amended or modified without the express written consent of the Proposed Buyer. The Debtor reserves the right to (i) withdraw its offer to sell the TRBP Assets at any time subsequent to the Auction, subject to payment of the Stalking Horse Protections if then due pursuant to the Bidding Procedures Order, and (ii) reject any or all bids other than the Stalking Horse Bid if, in the CRO’s reasonable business judgment, in consultation with the Debtor, such other bids are not for a fair and adequate price.
MLB’s acceptance of any bidder will be allowed to trump the outcome of the ruling by Judge Lynn at the Confirmation Hearing set for July 22 at 9:30am CT at the United States Bankruptcy Court for the Northern District of Texas, Eldon B. Mahon U.S. Courthouse. The hearing could extend into the next day. As outlined in the document:
Following the Confirmation Hearing and entry of a Court order approving the Successful Bid and Debtor’s Plan of Reorganization, the Qualified Bidder shall be required to seek the approval of Major League Baseball in accordance with the Major League Baseball Constitution, the MLB Guidelines, and other relevant rules and regulations of MLB. Should the Qualified Bidder be unable to obtain the requisite approval of MLB, then the Backup Bid shall be submitted to MLB for such approval.
If the highest bidder is not accepted, the “Backup Bidder” will be deemed to have won the auction and the creditors will be allowed to sue for damages, with the highest bidder being able to only recover the $1.5 million Good Faith Deposit:
If for any reason the entity or entities that submit(s) the Successful Bid fails to consummate the purchase of the TRBP Assets, the offeror of the Backup Bid (the “Backup Bidder”) will automatically be deemed to have submitted the highest and best bid, and the Debtor and such Backup Bidder are authorized to effect the sale of the TRBP Assets to such Backup Bidder as soon as is commercially reasonable. Following the Confirmation Hearing (i) if such failure to consummate the purchase is the result of a breach by the Successful Bidder, the Debtor reserves the right to seek all available damages from the defaulting Successful Bidder as modified by the terms of the asset purchase agreement reached pursuant to the Successful Bid and (ii) if such failure to consummate the purchase is the result of a breach by the Debtor, the Successful Bidder shall have no recourse against the Debtor other than for recovery of its Good Faith Deposit.
The open bidding is for the Texas Rangers assets and does not include the land around the Ballpark, a key source of revenue through parking, not only for Texas Rangers games, but for Dallas Cowboys games, as well. There is an existing "BRE Land Use Arrangement” which is a Memorandum Regarding Existing Land Use Arrangement by and between BRE and TRBP, dated as of May 20, 2010. The Greenberg/Ryan group has agreed to pay $70 million for the parcels. Any bidders would have to reach agreement on the 154 acres of land as part of a separate set of negotiations around the sale as the Lenders do not have liens against the land being sold.
Monday's motions are likely to make Tuesday's mediation hearing moot.
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.
Follow Maury Brown on Twitter
Follow The Biz of Baseball on Twitter
Follow the Business of Sports Network on Facebook