C:\NRPORTBL\US_ACTIVE\JORDANJ\43389241_6.DOC
Martin A. Sosland (18855645)WEIL, GOTSHAL & MANGES LLP200 Crescent Court, Suite 300Dallas, Texas 75201Telephone: (214) 746-7700Facsimile: (214) 746-7777Ronit J. Berkovich (
pro hac vice
pending)WEIL, GOTSHAL & MANGES LLP767 Fifth AvenueNew York, New York 10153Telephone: (212) 310-8000Facsimile: (212) 310-8007Attorneys for the Debtor andDebtor in Possession
IN THE UNITED STATES BANKRUPTCY COURTFOR THE NORTHERN DISTRICT OF TEXASFORT WORTH DIVISION------------------------------------------------------ ------------------x:In re : Chapter 11:TEXAS RANGERS BASEBALL PARTNERS, : Case No. 10-43400 (DML):Debtor. :------------------------------------------------------ ------------------xDECLARATION OF KELLIE L. FISCHER IN SUPPORT OFDEBTOR’S CHAPTER 11 PETITION AND REQUEST FOR FIRST DAY RELIEF
I, Kellie Fischer, being fully sworn, hereby declare that the following is true to thebest of my knowledge, information and belief:1.
I am the Chief Financial Officer and Secretary of Texas Rangers BaseballPartners, a Texas general partnership (“
TRBP
”), debtor and debtor in possession in the above-referenced chapter 11 case (collectively, the “
Debtor
” or the
“
Company
”). I have beenresponsible for and have overseen the financial operations of the Company since 2005 and, in my
C:\NRPORTBL\US_ACTIVE\JORDANJ\43389241_6.DOC
2current capacity, I am familiar with the day-to-day operations, business, and financial affairs of the Company.2.
I submit this declaration (the “
Declaration
”) to assist the Court and otherparties in interest in understanding the circumstances that compelled the commencement of thischapter 11 case (the “
Chapter 11 Case
”) and in support of (i) the Debtor’s voluntary petition forrelief under chapter 11 of title 11 of the United States Code (the “
Bankruptcy Code
”) filed onthe date hereof (the “
Commencement Date
”) and (ii) the relief, in the form of motions andapplications, that the Debtor has requested of the Court (the “
First Day Pleadings
”). Prior to theCommencement Date, the Debtor prepared the Debtor’s
Prepackaged Plan of Reorganization of Texas Rangers Baseball Partners
Under Chapter 11 of the Bankruptcy Code
(the “
PrepackagedPlan
”) and the related
Disclosure Statement
(the “
Disclosure Statement
”). Under thePrepackaged Plan, all creditors of TRBP will be paid in full from the proceeds of the Sale (asdefined below) or will have its obligations assumed by the Purchaser (as defined below), and thegeneral partners of TRBP will retain their equity interests in TRBP. Thus, I am advised that
there are no impaired classes of creditors or equity holders under the Prepackaged Plan.
3.
Except as otherwise indicated, all facts set forth in this Declaration arebased upon my personal knowledge, my discussion with other employees and representatives of the Company, my review of relevant documents, or my opinion based upon my experience andknowledge of the Company’s operations and financial condition. If I were called to testify, Iwould testify competently to the facts set forth in this Declaration. I am authorized to submit thisDeclaration on behalf of the Debtor.4.
This Declaration is intended to provide a summary overview of theCompany’s business and the Chapter 11 Case. Sections I through III provide a description of the
C:\NRPORTBL\US_ACTIVE\JORDANJ\43389241_6.DOC
3Company’s business, history, and organizational structure, prepetition indebtedness, and thecircumstances giving rise to the commencement of the Chapter 11 Case. Part IV summarizes theFirst Day Pleadings and the relief they seek, which the Debtor believes is crucial to its successfulreorganization.
I.
THE COMPANY’S BUSINESSTRBP Partnership Structure
5.
Texas Rangers Baseball Partners owns and operates the Texas RangersMajor League Baseball Club, a professional baseball club (the “
Texas Rangers
”) in theDallas/Fort Worth Metroplex, pursuant to the Major League Constitution (the “
Major LeagueConstitution
”) and the Membership Agreement, dated as of November 18, 1960, by andbetween The American League of Professional Baseball Clubs, as assumed by the Office of theCommissioner of Baseball (the “
BOC
”), and WBC Baseball Club, Inc., as assumed by TRBPpursuant to an Assumption Agreement, dated as of June 16, 1998.6.
TRBP is a Texas general partnership, in which Rangers Equity Holdings,L.P. (“
Rangers Equity LP
”) holds a 99% partnership interest and Rangers Equity Holdings GP,LLC (“
Rangers Equity GP
”) holds a 1% partnership interest. Rangers Equity GP, a Texaslimited liability company, is a wholly-owned subsidiary of Rangers Equity LP. Both RangersEquity LP and Rangers Equity GP are holding companies with no operating assets and areindirect, wholly-owned subsidiaries of HSG Sports Group LLC (“
HSG
”). HSG is a sports andentertainment holding company, which is an affiliate of, and indirectly controlled by, Thomas O.Hicks (“
Mr. Hicks
”
)
. HSG also indirectly wholly-owns Dallas Stars, L.P., which owns andoperates the Dallas Stars National Hockey League franchise (the “
Dallas Stars
”). Attached tothe Disclosure Statement as Exhibit B is a current TRBP organizational chart.
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Bankruptcy Affidavit of Texas Rangers' Chief Financial Officer
Affidavit of the Texas Rangers' chief financial officer in support of the ball club's prepackaged bankruptcy filing, meant to aid the sale of the team.
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