professional transaction, valuation and facility consulting credentials advisors... ·...

LEIB ADVISORS, LLC Advisors to the Sports and Entertainment Industry

Professional Transaction, Valuation and

Facility Consulting Credentials

11007 N. Elder Tree Court Mequon, Wisconsin 53092 Phone: 414-870-7657 Efax: 253 679 3354

!

LEIB ADVISORS, LLC Advisors to the Sports and Entertainment Industry2

Leib Advisors, LLC provides strategic valuation and transaction services, as well as market and financial feasibility analytics to the sports, recreation, and entertainment industries. Our client base is diverse: amateur and professional enterprises, public and private institutions as well as investment funds and high net worth individuals.

Leib Advisors have a lengthy history of providing advisory services to owner and operators of NFL, MLB, NBA, NHL, Barclays Premiership teams as well as public and private sector facility owners. We have recent hands-on experience valuing league, team, facility management agreements and media rights. On behalf of team acquirers we have led accounting, tax and financial diligence, interfaced with investors and lenders and prepared league related approval documentation. We have “real world” high value experience in providing practical solutions for structured financings, financing options, and preparing financing documentations. It is our belief that there are few advisors within the industry that as individual professionals have the same depth of experience and detailed knowledge at the highest level in accounting, tax, valuation and transaction services provided to acquirers and bidders:

✓Acquisition Diligence, valuation of media rights, negotiation and assistance to counsel in asset purchase agreement, bank documentation, US-Canada Cross Border Tax Planning, tax diligence,, NHL Consent Agreement, facility lease, financial model and lender information package, Confidential Investment Memorandum, bid valuation.

✓Post Close SFAS 157 valuation and allocation of purchase price. ✓Report on final net working capital adjustment and accounting for reserves. ✓Development of tax structure, assistance to counsel in entity operating agreements, federal and multi state tax

planning and personal guarantees.

Bob Leib founded the firm in 1999 after practicing for 22 years in public accounting including serving as Worldwide partner and a principal member of Arthur Andersen’s Sports Industry Group. Since operating his own practice he has been a key member of acquirers’ advisory teams and has developed strong relationships and worked alongside the largest US law, accounting firms, and league executives.

Todd Gruen is a member of Leib Advisors and provides legal, market, and financial advisory services to clients throughout the sports and entertainment industries. He has led facility feasibility engagements and evaluation of market potential, tenants, revenue streams, expenses, and operations. and financing.

! LEIB ADVISORS, LLC Advisors to the Sports and Entertainment Industry


GLOBAL

35+ Years of Global Transaction, Valuation and Facility Consulting Experience

!

3

LEIB ADVISORS, LLC Advisors to the Sports and Entertainment Industry4

Robert E. Leib, JD, LL.M, CPA, CGMAEducation BBA, Business Administration, University of Wisconsin, Madison Juris Doctorate, University of La Verne College of Law Masters of Laws in Taxation, Boston University School of Law

Professional Affiliations & Activities •Certified Public Accountant (Wisconsin) •Wisconsin and California Bar (Active Membership) •Executive Committee, National Sports Law Institute (NSLI), Marquette University Law School •Adjunct Professor, NSLI, Marquette University Law School (2002-2005) •Board of Directors, Tax Section, Wisconsin Bar (1990-1995) •Member, AICPA Forensics and Valuation Services Section •Appointee, American Bar Association Sports and Entertainment Forum

Bob Leib began independent practice in June 1999 after a 22-year career as a CPA and World Wide Partner with Arthur Andersen., Bob provides business and financial advice to sports and entertainment clients as he had over where he had global responsibility as the lead tax partner in Andersen's Professional Sports Industry Group reporting to the World Wide Head of Tax.

His experience is extensive and has covered a wide range of services to teams and facility owners in MLB, NFL, NBA, NHL, and MLS. He has also worked extensively with facilities, teams and municipalities at all levels of minor league hockey, baseball, basketball and soccer rendering feasibility and tax opinions in connection with this work. Specialties include team and league transactions from initial tax and financial structuring to being the lead advisor in team sale and acquisition negotiations. He has also acted as an intermediary in representing both buyer and seller of team interests, and league expansions.

Responsibilities have included assistance with document preparation and negotiating contract terms as well as performing valuations conforming to AICPA a standards for acquisition value and allocation of purchase price for tax and financial accounting purposes as well as litigation support and tax controversy representation.

Bob’s Illustrative Clients Experience Includes: •McDavid Acquisition Group Hawks &Thrashers (NBA/NHL) •Tampa Bay Lightning (NHL), Palace Sports & Entertainment •Nashville Predators (NHL) •Florida Panthers (NHL) •Minnesota Wild (NHL) •Dallas Stars Acquisition Group (NHL) •Montreal Canadiens Acquisition Group (NHL) •New Jersey Devils (NHL) •McDavid Acquisition Group Hawks &Thrashers (NBA/NHL) •Orca Bay /Griffiths Vancouver Ownership Group (NHL/NBA) •Los Angeles Dodgers (MLB) •Milwaukee Brewers (MLB) •Texas Rangers (MLB) •San Diego Padres Tull Acquisition Group (MLB) •Sacramento Rivercats (Pacific Coast League) •Boston Celtics (NBA) •Golden State Warriors (NBA) •Milwaukee Bucks (NBA) •Queen’s Park Rangers Acquisition (English Premiership) •Manchester City Acquisition Group (English Premiership) •Aston Villa Acquisition Group (English Premiership) •Minnesota Vikings Acquisition Group (NFL) •Tampa Bay Buccaneers(NFL) •Indianapolis Colts (NFL) •Malmo Redhawks (Swedish Premier League) •Tranmere Rovers (Sky Bet League 1) •West Ham United Bankruptcy Advisor


Representative ProjectsProject OverviewLeague

Evaluated impacts of amortization of purchase price on value of franchise as part of litigation support to determine value for purposes of “shootout” amongst owners.Developed sales and pricing strategy for season tickets.Designed new organizational structure and optimized team cost structure.Developed detailed financial model and investor presentation to support financing activities of current ownership.Designed and implemented valuation model for prospective franchise bidder; Served as expert valuation witness in lawsuit resulting in $300m verdict in favor of client for Seller breach of contract.

Negotiated pricing adjustments, acquisition tax structure and strategy, and prepared equity investor package: pre-closing valuation and post-closing allocation of purchase price.!Assessed alternative financial structures and stadium economics of MLB stadium ownership. !Authored report resolving $50m GAAP accounting dispute between Buyer-Seller.

!Valued naming rights sponsorship agreement. !Valuation of franchise, lease, and practice facility in connection with family wealth dispute. !Advised international financial institution of securitization, valuation and covenant compliance. !Acquisition diligence, tax strategy,value of bid for bidders for Minnesota, Cleveland NFL franchises. ! Assisted City of Irvine California in developing NFL Stadium strategy.

!Supported litigation by providing expert testimony on franchise valuation for NHL team, NBA team, and and arena management rights

!Acquisition accounting and tax diligence, valuation, allocatipn of purchase price, lease negotiationPerformed acquisition diligence and pre-tender offering valuation

!Negotiated consortium agreement for US/Swiss acquisition group !Represented Bidders for Aston Villa, Manchester City FC, West Ham !Representing Peter Johnson owner of Tranmere Rovers FC and !Prenton Park divestiture negotiations and restructuring.

5

Representative Assignments

Project OverviewLeague

Review of legal structure of US affiliate of Australian Football League (AFL).

Developed Constitution and By-Laws for non-profit association of 113 member clubs of USAFL.

Review of integration of US sponsorship plan.

Developed detailed financial model and Confidential Investment Memorandum for ownership of Glasgow Rangers; Development of cross border ownership strategy.

Identified qualified equity prospects and related strategies.

Assisted ownership of Malmo Red Hawks then a member of Swedish Elite League in development of international affiliation and player loan agreement with Detroit Red Wings.

Assessed pre development financing options and arena economics in connection with Hyllie Arena, Malmo, Sweden a 15,500 seat multi-use indoor facility opened in November, 2008.

Negotiated terms of new 50 year ground lease of Daytona International Speedway between Dayton Racing and Recreation Authority and NASCAR. Valued naming rights sponsorship agreement, event dates concessions, and leasehold capex over term.

Developed initial tax structure of league single ownership structure involving FIFA, Nike, Umbro and US World Cup committee. Due due diligence in connection with MLS team acquisition, financial model, stadium development plan for MLS expansion applicationDeveloped market, team and facility diligence, lease negotiation and relocation plan.

!Financial feasibility study for new AHL arena and ancillary real estate development. Valuation of AHL franchise for investment fund.

!Review of financial impacts of admission of former IHL teams to AHL.

LEIB ADVISORS, LLC Advisors to the Sports & Entertainment Industries

6


National Football League Representative Experience

! Indianapolis Colts (1997-98) – Assistance in connection with negotiation of public sector funding of proposed improvements to RCA Dome,

and renegotiation of economic terms of Colts’ lease and relocation contingencies. Analysis of “best practices” around the NFL relative to marketing, promotions, and operations as part of an effort to maximize the team’s financial performance. Negotiation of estate settlement with family member.

! Philadelphia Eagles (1999, 2002) – An evaluation of lease economics in connection with public sector financing of home field for Philadelphia

Eagles. We also evaluated projected economic and fiscal impacts associated with construction and on going NFL club operations.

– Assisted counsel in development of naming rights and sponsorship marketing materials, negotiation of economic and contractual terms with Lincoln Financial, and transaction documentation.

! Cleveland Browns (1995-96) – NFL lease comparison and stadium economics supporting relocation of Cleveland Browns to Baltimore,

Maryland. Financial advisor to Art Model and counsel in negotiations with NFL and local government. Engagement partner valuation of team and allocation of purchase price relating to subsequent sale of franchise.

! Washington Redskins (1996), Pittsburgh Steelers (1997-98) – Analysis of the economic and fiscal impacts associated with FedEx Field in suburb of Washington, D.C. This

work was performed to help evaluate the contemplated $73 million public investment in infrastructure to support development of the stadium

– An evaluation of the economic and fiscal impacts associated with the current operations of The Pittsburgh Steelers at Heinz Field as well as the impacts associated with a major renovation of the stadium and the Steelers on-going annual impacts.

7


Major League Soccer Representative Experience

! MAJOR LEAGUE SOCCER (1994)

! SAN JOSE-MLS (1995)

! MILWAUKEE-MLS (2001-2002)

! CLEVELAND-MLS (2005)

! MAJOR INDOOR SOCCER LEAGUE (2000-2007) ! Valuation and acquisition financial and tax due diligence relative to acquisition of interest in

centrally owned league and team operation. Evaluated financial projections and business plans. Reviewed league partnership agreement, employment contracts, operating agreements, sponsorship agreements, player contracts, media arrangements and team operations. Met with Nike executives relative to team sponsorships, municipal and FIFA soccer representatives relative to stadium and local incentives.

! Represented client at investors meetings and during subsequent negotiation. Assisted league in defining tax status of investors and methodology of related Section 754 adjustments. Assisted in identifying investors to acquire minority interest and arena leasehold interest.

! A key element of these assignment was to develop valuation, pricing and tax methodology. providing financial, business and legal advice with regard to creating a structure, securing a financing package and developing a business plan that will combine the sports and media assets under a central corporate entity that will increase the profitability of the operation.

8


National Basketball Association Representative Projects

! Golden State Warriors (2005, 2011) – Assisted Joe Lakob ownership Group with valuation NBA franchise and arena lease in connection with

Allocation of Purchase Price and accounting for opening balance sheet. Valuation of interest in league wide entities and media contracts. Valuation of league and lender debt facilities for GAAP.

– Allocation of Purchase Price and related Section 754 adjustment for minority partner. ! Boston Celtics (2003)

– Leib Advisors assisted Wyc Grousbeck and Boston Basketball Partners, LP in its acquisition of the Boston Celtics and arena lease. We performed the initial accounting and tax due diligence prior to execution of the purchase and sale agreement and post close tax structuring and tax strategy; financial analysis and business planning; preparation of an equity investor package; and, coordination of debt financing. Acted as owners’s representative collaborating with Standard and Poor’s in connection with valuation and allocation of purchase price.

! Atlanta Hawks/Thrashers (2003-2010) – Leib Advisors advised David McDavid in his quest to acquire the Atlanta Hawks and Thrashers from Ted

Turner’s Turner Broadcasting System. Unfortunately, Ted Turner ended up selling the franchises to a group that included his son-in-law. Bob Leib then served as an expert witness for McDavid when he sued Turner breach of contract, which McDavid won and received an award of $281 million.

– Development of valuation model segmenting amortization and tax benefits impact on valuation for Steve Belkin in connection with litigation of valuation of interest in Hawks, Thrashers, and Philips Arena attendant to “shootout” amongst owners.

! Washington Wizards (2005-10) - Valuation of minority interest for limited partner in Wizards, Capitals and Verizon Center in connection with sale of

interest and tender following death of Abe Pollin.9


! .

10

GLASGOW RANGERS (2009) Valuation, Transaction Negotiation and Offering Diligence. Sell side representation in connection with offering of iconic Glasgow Rangers “Old Firm” football club and 50,947 seat Ibrox Stadium and grounds. Development of EU compliant UPREIT structure and investor syndication package in cooperation with Dornoch Capital..

TRANMERE ROVERS FC (2006, 2008-2012) Valuation, Transaction Negotiation and Offering Diligence. Sell side representation in connection with offering of 100 year old English football club located in Birkenhead (The Wirral , England and 20,000 Seat stadium and grounds across the Mersey River from Liverpool. Known as Liverpool’s “Third Club” (behind LFC and Everton).

WALDSTADION FRANKFURT (1998) Feasibility Review and Investment Advisory Services Due diligence review of the feasibility analysis and business plan related to the major redevelopment of football stadium. The review, undertaken for an investment banking firm considering an equity investment, focused on the likely calendar of events for the stadium, attendance levels and ticket pricing, market supports for premium seating and sponsorships. Key issues identified to guide client in negotiating equity position in project. seating and sponsorships. Key issues identified to guide client in negotiating equity position.

! WEST HAM ACQUISITION GROUP (2009)

! ASTON VILLA ACQUISITION GROUP (2006)

! MANCHESTER CITY ACQUISITION GROUP (2006)

! QUEEN’S PARK RANGERS ACQUISITION GROUP (2001 & 2003)

! SHEFFIELD WEDNESDAY FC (1997) – Acquisition Diligence, Cross Border Tax Planning Acquisition diligence performed on behalf of private equity group

seeking to acquire English Premier League clubs and facilities. Negotiated term sheets with club owners and counsel, evaluated development opportunities and cross border financial and tax structure.

UK/EU Soccer/Football Illustrative Projects


! San Diego Padres Tull Acquisition Bid (Thomas Tull) (2012) – Acquisition financial and taxation diligence performed on behalf of private investor group led by Thomas Tull

seeking to acquire Padres and PETCO Park. Responsible for tax and accounting diligence. Reviewed league agreements, employment contracts, operating agreements, sponsorship agreements, player contracts, media contracts and team operations. Development of bid value, valuation of local media and MLB related entities.

! Texas Rangers (Chuck Greenberg and Nolan Ryan) (2009-11) – Acquisition financial and taxation diligence performed on behalf of private group seeking to acquire Texas

Rangers clubs and facilities. Evaluated financial projections and business plans. Reviewed league agreements, employment contracts, operating agreements, sponsorship agreements, player contracts, media arrangements and team operations. Modeling of league wide revenue and salaries. Valued interest in MLB Central Fund, MLBAM, and Rangers local media contracts.

! Los Angeles Dodgers- (Frank McCourt) (2003-05, 2009) – Initial financial, tax and accounting diligence prior to execution of the purchase and sale agreement and worked

with the new owners on: tax structuring and tax strategy; financial analysis and business planning; preparation of an equity investor package; and, coordination of debt financing. Supervised allocation of purchase price and post close valuation, and valuation of Dodger Stadium and real estate. Interface with Bank of America.

! Anaheim Angels and Boston Red Sox Bidding Group (2001) - Development of bid price, acquisition financial and taxation diligence performed on behalf of private group seeking

to acquire Anaheim Angels from Disney. Assisted in preparation of financial projections and business plans. Led accounting, tax diligence and interface with Lehman Bros. Reviewed league agreements, employment contracts, operating agreements, sponsorship agreements, player contracts, media arrangements and team operations. Acquisition financial and taxation diligence performed on behalf of private group bidding for Boston Red Sox, Fenway Park and NESN. Modeling of bid value and interface with Fleet Bank. Prepared financial projections, performed accounting and tax diligence and assisted in preparation of business plans. Reviewed league agreements, player contracts and sponsorship agreements,

-

Major League Baseball Representative Experience

11


! Montreal Canadiens (2009) - Valuation of NHL Team, interest in NHL ancillary entities and Le Centre Bell for lender syndicate led by Wachovia Bank.

Development of strategy relating to default contingencies, creditors remedies under tri party loan agreement with NHL, and impacts of forfeiture provisions of NHL Lex Scripta. Acquisition diligence for Montreal Canadiens acquisition group. Review of Confidential Investment Memorandum, comparative valuation analysis. Interface with Quebec pension funds and institutional investors.

! Florida Panthers (2009) - Financial, Accounting and tax diligence for acquisition of Florida Panthers and BB&T Center by Sports Acquisition Properties

Acquisition Company (“SPAC”) a publicly traded SPAC formed to acquire professional sports assets. Interfaced with lenders, conducted on site diligence, review and assisted legal counsel with draft asset purchase agreements and credit agreement.

- ! Tampa Bay Lightning (2008-10)

– Leib Advisors performed a purchase price allocation for OK Hockey, LLC (an investment group led by Oren Koules, the Los Angeles-based producer of the “Saw” horror films and the CBS comedy “Two and A Half Men”) as part of their acquisition of the NHL Tampa Bay Lightning from Palace Sports and Entertainment. The deal included the team, its lease agreement with Florida's Hillsborough County, which owns the St. Pete Times Forum where the team plays, and 5.5 acres of adjacent land.

! Minnesota Wild (2007-2008) / Nashville Predators (1997-2007, 2012, 2016) – Leib Advisors advised Craig Leipold in his recent acquisition of the Minnesota Wild. We performed the initial due diligence

prior to execution of the purchase and sale agreement and worked with the new owners on: tax structuring and tax strategy; financial analysis and business planning; preparation of an equity investor package; coordination of debt financing; and purchase price allocation.

– Provided a variety of consulting and advisory services to Leipold Hockey Holdings and Gaylord Entertainment

National Hockey League Representative Projects

12

! Carolina Hurricanes (2017) Dallas Stars (2012) - Acquisition diligence for Chuck Greenberg led acquisition group. Review of

ConfidentialInvestment Memorandum, comparative valuation analysis. - Valuation of team, lease and NHL franchise interest; Negotiating support with - lenders, Seller’s investment bankers and NHL.

professional transaction, valuation and facility consulting credentials advisors... ·...

Documents