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Published on 12/7/2011 in the Prospect News Distressed Debt Daily.

LA Dodgers and league agree to sale of team via plan of reorganization

By Caroline Salls

Pittsburgh, Dec. 7 - Los Angeles Dodgers LLC has reached a settlement with the Office of the Commissioner of Baseball that calls for the filing of a plan of reorganization under which the team will be sold to a buyer or group of buyers to be identified in a sale process to be run by financial adviser Blackstone Advisory Partners LLC, according to a Tuesday filing with the U.S. Bankruptcy Court for the District of Delaware.

The motion gives the details of the agreement that the team and Major League Baseball announced on Nov. 2.

Specifically, the company said it will sell either 100% of the shares in debtor LA Holdco LLC or all assets owned directly or indirectly by LA Holdco related to the team's baseball operations, including its future telecast rights, Dodger stadium and all fee interests currently owned by debtor LA Real Estate LLC.

The fee interests in parking lots and surrounding land will not be required to be included in any sale, except for parking lots around the stadium owned by non-debtor Blue Landco LLC, according to court documents.

In addition, the league and the company have agreed to a resolution mechanism conducted by mediator Joseph J. Farnan to address disputes arising from the sale of the team and the league's evaluation of prospective buyers.

The company said action to enforce any determination will be heard by the bankruptcy court.

Bid procedures

According to the motion, Blackstone can provide Dodgers and league information to any bidder it identifies, in its sole discretion, as a qualified bidder.

However, those bidders must sign a confidentiality agreement, and Blackstone and the Dodgers will have no obligation to disclose the identity of any potential buyer to the league until Blackstone submits the necessary forms for the league to start considering the process for approving a potential purchaser.

The league has agreed to other specific confidential procedures related to the sale of the team and the Major League Baseball approval process, the motion said.

The company said those special terms can be discussed, shown to and shared with potential buyers who execute confidentiality agreements, but the buyers cannot have copies of the special terms.

Based on the proposed sale procedures, the Dodgers said it is confident that "no potential purchaser will be arbitrarily or inappropriately rejected as a bidder."

Additional terms

Los Angeles Dodgers said in the motion that the auction must be completed by April 1 and the sale must close by April 30.

The company said its goal is to have initial bids submitted by Jan. 13.

Also under the settlement:

• The company is not prohibited from making efforts to market its telecast rights in conjunction with the team sale or to negotiate an agreement to license the telecast rights, provided that any decision to enter into a telecast rights agreement would be at the sole discretion of the buyer;

• The league will not be involved in any disputes between Fox and the Dodgers;

• The company's telecast rights motion will be amended to conform to the settlement, and the league will withdraw any documents filed with the court that support Fox's position on the telecast rights;

• Current Dodgers owner Frank McCourt and his relatives cannot participate before or after the sale in any buyer, in any media transaction related to the sale or in any sale financing; and

• McCourt cannot retain any interest in the team, directly or indirectly.

A hearing is scheduled for Dec. 27.

Major League Baseball team Los Angeles Dodgers filed for bankruptcy on June 27. Its Chapter 11 case number is 11-12010.


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