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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re:

Chapter 11

SPORTS AUTHORITY HOLDINGS, INC., et al.,1

Case No. 16-10527 (MFW)

Debtors.

(Jointly Administered)
Hearing Date: August 31, 2016 at 11:30 a.m. (ET)
Objection Deadline: August 16, 2016 at 4:00 p.m. (ET)

DEBTORS MOTION FOR ENTRY OF AN ORDER

AUTHORIZING THE DEBTORS TO ASSUME AND ASSIGN
STADIUM NAMING RIGHTS CONTRACT TO THE DENVER BRONCOS
PURSUANT TO SECTION 365 OF THE BANKRUPTCY CODE
Sports Authority Holdings, Inc. and its above-captioned affiliated debtors and
debtors in possession (each a Debtor, and collectively, the Debtors) hereby submit this
motion (this Motion) for the entry of an order, substantially in the form attached hereto as
Exhibit A (the Proposed Order), pursuant to section 365 of title 11 of the United States Code,
11 U.S.C. 101 et seq. (the Bankruptcy Code), authorizing the Debtors to assume and assign
that certain Agreement for Naming Rights (the Naming Rights Contract), dated as of June 15,
2001, by and between INVESCO Funds Group, Inc. (IFG), and Metropolitan Football Stadium
District (MFSD), which was assumed by Debtor TSA Stores, Inc. (TSA) pursuant to that
certain Assignment, Assumption and Consent Agreement, dated as of August 19, 2011 (the
INVESCO Assignment Agreement), to Stadium Management Company, LLC, a Colorado
limited liability company, and PDB Sports, LTD, a Colorado Limited Partnership doing business
1

The Debtors and the last four digits of their respective taxpayer identification numbers are as follows:
Sports Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA
Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The
headquarters for the above-captioned Debtors is located at 1090 West Hampden Avenue, Englewood, Colorado
80110.
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as the Denver Broncos Football Club (together, the Broncos). In support of this Motion, the
Debtors respectfully represent as follows:
JURISDICTION AND VENUE
1.

The Court has jurisdiction over this matter pursuant to 28 U.S.C.

1334(b) and 157, and the Amended Standing Order of Reference from the United States District
Court for the District of Delaware dated as of February 29, 2012. This is a core proceeding
pursuant to 28 U.S.C. 157(b), and pursuant to Rule 9013-1(f) of the Local Rules of Bankruptcy
Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the
Local Rules), the Debtors consent to the entry of a final order by the Court in connection with
this Motion to the extent that it is later determined that the Court, absent consent of the parties,
cannot enter final orders or judgments in connection herewith consistent with Article III of the
United States Constitution. Venue is proper before this Court pursuant to 28 U.S.C. 1408 and
1409. The statutory and legal predicates for the relief requested herein are sections 105(a), 363,
and 365(a) of the Bankruptcy Code, and Rules 6003 and 6004 of the Federal Rules of
Bankruptcy Procedures (the Bankruptcy Rules).
BACKGROUND
A.

General Background
2.

On March 2, 2016 (the Petition Date), each of the Debtors commenced a

voluntary case under chapter 11 of the Bankruptcy Code. Pursuant to sections 1107(a) and 1108
of the Bankruptcy Code, the Debtors are continuing to manage their financial affairs as debtors
in possession.
3.

On the Petition Date, the Debtors filed a motion seeking joint

administration of their chapter 11 cases (collectively, the Chapter 11 Cases) pursuant to

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Bankruptcy Rule 1015(b) and Local Rule 1015-1. No trustee or examiner has been appointed in
these Chapter 11 Cases.
4.

On March 10, 2016, the United States Trustee for the District of Delaware

(the U.S. Trustee) appointed the official committee of unsecured creditors (the Committee)
pursuant to section 1102 of the Bankruptcy Code.
5.

Information regarding the Debtors history and business operations,

capital structure and primary secured indebtedness, and the events leading up to the
commencement of these Chapter 11 Cases, can be found in the Declaration of Jeremy Aguilar in
Support of the Debtors Chapter 11 Petitions and Requests for First Day Relief [D.I. 22] (the
First Day Declaration), which was filed with the Court on the Petition Date.
B.

The Naming Rights Contract

6.

Prior to the Petition Date, the Naming Rights Contract was assigned to

TSA by IFG, and TSA assumed the obligations thereunder. Pursuant to the Naming Rights
Contract, TSA received naming rights, beginning August 19, 2011, for the stadium located at
1701 Bryant Street in the City and County of Denver, which is the home venue for the NFL
football team known as the Denver Broncos, and for other sports and entertainment events.
C.

The Broncos Sponsorship Agreement

7.

TSA and the Broncos are parties a certain Sponsorship Agreement (the

Sponsorship Agreement) dated as of August 1, 2011. Pursuant to the Sponsorship Agreement,

the Broncos granted TSA exclusive sponsorship rights in the Retail Sporting Goods Category as
specified on Exhibit A to the Sponsorship Agreement. In consideration for the exclusive
sponsorship rights, TSA agreed to pay an annual sponsorship fee in quarterly installments
pursuant to a schedule attached as Exhibit B to the Sponsorship Agreement. The sponsorship

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rights include exclusive rights with respect to, among other things, signage and other
identifications at Sports Authority Field at Mile High, identifications on printed materials and
other advertising media, and exposure on the Broncos website, DenverBroncos.com. In
addition, pursuant to paragraphs 5.b and 5.c of the Sponsorship Agreement, the Broncos granted
TSA a non-exclusive and royalty free license to use the Broncos name, logo, emblem or insignia
in promotional and advertising materials related to the performance of the Sponsorship
Agreement.
8.

On June 3, 2016, the Debtors filed Debtors Fifth Omnibus Motion for

Order, Pursuant to Sections 105(a) and 365(a) of the Bankruptcy Code, Authorizing the
Rejection of Certain Executory Contracts, Nunc Pro Tunc to June 3, 2016 [Docket No. 2142]
(the Rejection Motion). Pursuant to the Rejection Motion, the Debtors sought authority to
reject the Sponsorship Agreement, among other executory contracts, effective as of June 3, 2016.
On June 22, 2016, the Court entered an order [Docket No. 2248] (the Rejection Order)
granting the Rejection Motion. Among other things, the Rejection Order authorized the Debtors
to reject the Sponsorship Agreement effective as of June 3, 2016.
9.

On June 21, 2016, the Broncos filed the Motion of Stadium Management

Company, LLC and PDB Sports LTD, a Colorado Limited Partnership d/b/a the Denver Broncos
Football Club, for the Allowance and Immediate Payment of Administrative Expense Claim
Pursuant to 11 U.S.C. 503(b)(1)(A) [Docket No. 2580] (the Administrative Claim Motion).
Pursuant to the Administrative Claim Motion, the Broncos sought the allowance and immediate
payment of an administrative expense claim in the amount of $1,081,744.24. The hearing on the
Administrative Claim Motion is scheduled for August 31, 2016.

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On July 12, 2016, the Debtors filed the Debtors Motion for an Order,

Pursuant to Section 105(a) and Bankruptcy Rule 9010, Approving the Settlement Agreement
Between the Debtors and Wilmington Savings Fund Society, FSB, as the Term Loan Agent
[Docket No. 2484] (the Settlement Motion). Pursuant to the Settlement Motion, the Debtors
requested, among other things, the approval of (i) an allowed superpriority adequate protection
claim for the Term Loan Lenders in the amount of $71,000,000, (ii) the approval of a wind-down
budget providing for the use of cash collateral to pay certain administrative expense claims and
wind-down the Debtors estates, and (iii) a waiver of the Bankruptcy Code Section 506(c)
surcharge in favor of the Term Loan Lenders. The Broncos filed an objection to the Settlement
Motion [Docket No. 2615] (the Settlement Objection) in which the Broncos objected to the
proposed settlement on the grounds that the wind-down budget did not provide for payment of
the Broncos alleged administrative expense claim that allegedly arose as a result of the rejection
of the Sponsorship Agreement.
C.

Assumption and Assignment of the Naming Rights Contract

11.

The Debtors are currently in the process of liquidating their assets and will

not continue operations as a going concern. Pursuant to the Final Order (A) Authorizing the
Debtors to Assume Closing Store Agreement; (B) Authorizing and Approving Closing Sales Free
and Clear of All Liens, Claims and Encumbrances; (C) Authorizing the Implementation of
Customary Employee Bonus Program and Payments to Non-Insiders Thereunder; (D) Approving
Dispute Resolution Procedures; and (E) Approving the Debtors Store Closing Plan [Docket No.
1700], entered on May 3, 2016, and the agency agreement approved by the Order, Pursuant to
Sections 105, 363 and 365 of the Bankruptcy Code, Approving Sale of Debtors Assets and
Granting Related Relief [Docket No. 2081], entered on May 25, 2016, the Debtors have sold

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substantially all of their inventory, furniture, fixtures and equipment and conducted going out of
business sales at the Debtors remaining locations. The final going out of business sales
concluded on or before July 29, 2016, and the Debtors vacated their remaining store locations by
July 31, 2016.
12.

The Debtors extensively marketed their interests in the Naming Rights

Contract as part of an auction process in accordance with the Order (A) Approving Bid
Procedures in Connection with (I) The Sale of Substantially All of the Debtors' Assets and (II)
The Transfer, Assumption and Assignment of Certain Unexpired Leases of Nonresidential Real
Property, (B) Scheduling Separate Auctions for and Hearings to Approve the Sale of Assets and
Unexpired Leases of Nonresidential Real Property Subject to the Debtors' Store Closing Plan,
(C) Approving Notice of Respective Date, Time and Place for Auctions and for Hearings on
Approval of Respective Sales, (D) Approving Procedures for the Assumption and Assignment of
Certain Executory Contracts and Unexpired Leases in Connection with the Sales, (E) Approving
Form and Manner of Notice Thereof, and (F) Granting Related Relief [Docket No. 1186].
Indeed, the Debtors, through their intellectual property marketing agent, Hilco IP Services, LLC
d/b/a Hilco Streambank, reached out to more than 200 potential buyers, 7 of which engaged in
diligence using the Debtors online data room. Ultimately, however, the Debtors did not receive
a cash bid for the Naming Rights Contract.
13.

However, the Debtors did receive an offer from the Broncos for the

Naming Rights Contract, which the Debtors determined was the highest and best available bid
for the Naming Rights Contract. The terms and conditions of the Debtors agreement to assume
and assign the Naming Rights Contract to the Broncos are as set forth in the Assumption and
Assignment Agreement annexed hereto as Exhibit B (the Assumption and Assignment

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Agreement). The pertinent terms of the Assumption and Assignment Agreement are as
follows:2

The Debtors will assume and assign the Naming Rights Contract to the Broncos,
effective as of July 31, 2016;

The Broncos will assume all obligations under the Naming Rights Contract, including
the obligation to make a payment of $3,601,890 due on August 1, 2016;3

The Debtors will pay $50,000 to the Broncos;

The Broncos will indemnify the Debtors for any administrative expense liability the
Debtors estates incur to the MFSD under the Naming Rights Contract between July
31, 2016 and August 31, 2016 if assumption and assignment of the Naming Rights
Contract is not approved by the Court;

The Broncos will release all claims they have against the Debtors, including, for the
avoidance of doubt, any asserted administrative expense claims; and

The Broncos will withdraw the Settlement Objection and the Administrative Claim
Motion.
RELIEF REQUESTED
14.

By this Motion, the Debtors request that the Court enter the Proposed

Order, thereby authorizing the Debtors to enter into the Assumption and Assignment Agreement
and to assume and assign their interests in the Naming Rights Contract to the Broncos, pursuant
to sections 105(a), 363, and 365 of the Bankruptcy Code.
BASIS FOR RELIEF
A.

The Debtors Assumption and Assignment of the Naming Rights Contract

Represents a Sound Exercise of the Debtors Business Judgment
15.

Section 365(a) of the Bankruptcy Code permits a debtor-in-possession,

subject to the courts approval, [to] assume or reject any executory contract or unexpired lease

This summary is qualified in its entirety by reference to the Assumption and Assignment Agreement. To
the extent that the terms and conditions of the Assumption and Assignment Agreement differ from the terms and
conditions set forth in this summary, the terms and conditions of the Assumption and Assignment Agreement shall
govern.
3
There is a 30-day grace period to make the payment.
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of the debtor. 11 U.S.C. 365(a). By enacting section 365(a) of the Bankruptcy Code,
Congress intended to allow a debtor to assume those contracts that benefit the estate, and to
reject those that are of no value to, or that are burdensome to, the estate. See, e.g., In re
Whitcomb & Keller Mortgage Co., 715 F.2d 375, 379 (7th Cir. 1983); In re Sandman Assocs.,
L.L.C., 251 B.R. 473, 480 (W.D. Va. 2000) (The authority granted by section 365 allows the
trustee or debtor in possession to pick and choose among contracts, assuming those that are
favorable and rejecting those that are not.).
16.

It is well established in the Third Circuit, as well as in other jurisdictions,

that decisions to assume or reject executory contracts or unexpired leases are matters within the
business judgment of the debtor. Sharon Steel Corp. v. Natl Fuel Gas Dist. Corp., 872 F.2d
36, 40 (3d Cir. 1989); NLRB v. Bildisco & Bildisco, 465 U.S. 513, 523 (1984); In re Federal
Mogul Global, Inc., 293 B.R. 124, 126 (D. Del. 2003) (The business judgment test dictates that
a court should approve a debtors decision to reject a contract unless that decision is the product
of bad faith or gross abuse of discretion.); In re Orion Pictures Corp., 4 F.3d 1095, 1099 (2d
Cir. 1993), cert. dismissed, 511 U.S. 1026 (1994). Accordingly, courts approve the assumption
of an unexpired lease unless evidence is presented that the debtors decision to assume or reject
was so manifestly unreasonable that it could not be based on sound business judgment, but only
on bad faith, or whim or caprice. In re Richmond Metal Finishers, Inc., 756 F.2d 1043, 1047
(4th Cir. 1985), cert. denied, 475 U.S. 1057 (1986). Indeed, to impose more exacting scrutiny
would slow a debtors reorganization, thereby increasing its cost and undermining the
Bankruptcy Codes provisions for private control of the estates administration. Richmond
Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 1311 (5th Cir. 1986).

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The Debtors decision to assume and assign the Naming Rights Contract is

supported by their sound business judgment. The Debtors extensively marketed the Naming
Rights Contract for sale and did not locate a buyer that was willing to provide cash
consideration. However, by reaching an agreement with the Broncos related to the assumption
and assignment of the Naming Rights Contract, the Debtors were able to resolve the Broncos
pending Administrative Claim Motion and Settlement Objection. In the Administrative Claim
Motion, the Broncos sought allowance and immediate payment of an alleged administrative
expense claim that exceeds $1 million. Assumption and assignment of the Naming Rights
Contract allows the Debtors to settle that claim for only $50,000 in cash. Given that the Debtors
had no other offers for the Naming Rights Contract, the Debtors submit that this deal is
imminently reasonable.
B.

The Debtors Will Provide Adequate Assurance

of Future Performance Under the Naming Rights Contract
18.

Under section 365(b)(1) of the Bankruptcy Code, if there has been a

default in an unexpired lease, a debtor may not assume such unexpired lease unless, at the time
of assumption, the debtor provides adequate assurance of future performance under such lease.
See 11 U.S.C. 365(b)(1)(C).
19.

As described above, the Debtors intend to assign the Naming Rights

Contract to the Denver Broncos Football Club and Stadium Management Company, LLC, the
entity that manages Sports Authority Field at Mile High. The Denver Broncos Football Club and
Stadium Management Company, LLC are well-known to the MFSD and are parties to other
contracts with the MFSD. Accordingly, the Debtors believe that the MFSD is fully aware of the
Broncos ability to perform under the Naming Rights Contract. However, should the MFSD

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request additional information related to adequate assurance of future performance, the Debtors
will work with the MFSD to provide the necessary information.
WAIVER OF STAY UNDER BANKRUPTCY RULE 6004(h)
20.

Bankruptcy Rule 6004(h) provides that [a]n order authorizing the use,

sale, or lease of property other than cash collateral is stayed until the expiration of 14 days after
entry of the order, unless the court orders otherwise. Fed. R. Bankr. P. 6004(h). To the extent
applicable to the Proposed Order, the Debtors submit that there is sufficient justification here for
a waiver of the 14-day stay, as it will allow the Debtors to assume the Naming Rights Contract in
a timely and efficient manner. Therefore, to the extent applicable, the Debtors submit that the
14-day stay set forth in Bankruptcy Rule 6004(h) should be waived. Such a waiver will benefit
the Debtors, their estates and creditors, and no party in interest, including the counterparty to the
Naming Rights Contract, will be prejudiced thereby.
NOTICE
21.

The Debtors have provided notice of this Motion to: (a) the U.S. Trustee;

(b) Pachulski Stang Ziehl & Jones LLP, 919 North Market St., 17th Floor, Wilmington, DE
19801 (Attn: Bradford J. Sandler and Colin Robinson) as counsel for the Committee; (c) Riemer
& Braunstein LLP (attn: Donald Rothman) as counsel for (i) Bank of America, N.A., in its
capacity as Administrative Agent and Collateral Agent under the Second Amended and Restated
Credit Agreement, dated as of May 17, 2012, and (ii) certain DIP Lenders under the Debtors
postpetition financing facility; (d) Brown Rudnick LLP (attn: Robert Stark and Bennett
Silverberg) as counsel for (i) Wilmington Savings Fund Society, FSB as Administrative Agent
and Collateral Agent under the Amended and Restated Credit Agreement, dated as of May 3,
2006 and amended and restated as of November 16, 2010 and (ii) certain Term Lenders under

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the Amended and Restated Credit Agreement, dated as of May 3, 2006 and amended and restated
as of November 16, 2010; (e) Choate, Hall & Stewart LLP (attn: Kevin Simard) as counsel for
(i) Wells Fargo Bank, National Association, in its capacity as FILO Agent under the Second
Amendment to Second Amended and Restated Credit Agreement, dated as of November 3, 2015,
and (ii) certain DIP Lenders under the Debtors postpetition financing facility; (f) OMelveny &
Meyers LLP (attn: John Rapisardi) as counsel for certain holders of 11.5% Senior Subordinated
Notes Due February 19, 2018 under the Securities Purchase Agreement, dated as of May 3,
2006; (g) all holders of 11.5% Senior Subordinated Notes Due February 19, 2018 under the
Securities Purchase Agreement, dated as of May 3, 2006; (h) the Broncos; (i) the MFSD; and (j)
all parties that have filed a notice of appearance and request for service of papers pursuant to
Bankruptcy Rule 2002. The Debtors submit that, in light of the nature of the relief requested, no
other or further notice need be given.

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CONCLUSION
WHEREFORE, for the reasons set forth herein, the Debtors respectfully request
the Court enter the Proposed Order, authorizing the Debtors to assume and assign the Naming
Rights Contract to the Broncos and granting such other and further relief to the Debtors as is just
and proper.
Dated:

August 2, 2016
Wilmington, Delaware

/s/ Andrew L. Magaziner

Michael R. Nestor (No. 3526)
Kenneth J. Enos (No. 4544)
Andrew L. Magaziner (No. 5426)
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
[email protected]
[email protected]
[email protected]
-andRobert A. Klyman (CA No. 142723)
Matthew J. Williams (NY No. 3019106)
Keith R. Martorana (NY No. 4576971)
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, CA 90071-1512
Telephone: (213) 229-7000
Facsimile: (213) 229-7520
[email protected]
[email protected]
[email protected]
Counsel to the Debtors and
Debtors in Possession

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IN THE UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE
In re:

Chapter 11

SPORTS AUTHORITY HOLDINGS, INC., et al., 1

Case No. 16-10527 (MFW)

Debtors.

(Jointly Administered)
Hearing Date: August 31 ,2016 at 11:30 a.m. (ET)
Objection Deadline: August 16, 2016 at 4:00 p.m. (ET)

NOTICE OF MOTION
TO:

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(A) THE U.S. TRUSTEE; (B) PACHULSKI STANG ZIEHL & JONES LLP, 919
NORTH MARKET ST., 17TH FLOOR, WILMINGTON, DE 19801 (ATTN:
BRADFORD J. SANDLER AND COLIN ROBINSON) AS PROPOSED COUNSEL
FOR THE COMMITTEE; (C) RIEMER & BRAUNSTEIN LLP (ATTN: DONALD
ROTHMAN) AS COUNSEL FOR (I) BANK OF AMERICA, N.A., IN ITS CAPACITY
AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT UNDER THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
MAY 17, 2012, AND (II) CERTAIN DIP LENDERS UNDER THE DEBTORS
POSTPETITION FINANCING FACILITY; (D) BROWN RUDNICK LLP (ATTN:
ROBERT STARK AND BENNETT SILVERBERG) AS COUNSEL FOR (I)
WILMINGTON SAVINGS FUND SOCIETY, FSB AS ADMINISTRATIVE AGENT
AND COLLATERAL AGENT UNDER THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF MAY 3, 2006 AND AMENDED AND RESTATED AS
OF NOVEMBER 16, 2010 AND (II) CERTAIN TERM LENDERS UNDER THE
AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 3, 2006
AND AMENDED AND RESTATED AS OF NOVEMBER 16, 2010; (E) CHOATE,
HALL & STEWART LLP (ATTN: KEVIN SIMARD) AS COUNSEL FOR (I) WELLS
FARGO BANK, NATIONAL ASSOCIATION, IN ITS CAPACITY AS FILO AGENT
UNDER THE SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT, DATED AS OF NOVEMBER 3, 2015, AND (II) CERTAIN
DIP LENDERS UNDER THE DEBTORS PROPOSED POSTPETITION FINANCING
FACILITY; (F) OMELVENY & MEYERS LLP (ATTN: JOHN RAPISARDI) AS
COUNSEL FOR CERTAIN HOLDERS OF 11.5% SENIOR SUBORDINATED NOTES
DUE FEBRUARY 19, 2018 UNDER THE SECURITIES PURCHASE AGREEMENT,
DATED AS OF MAY 3, 2006; (G) ALL HOLDERS OF 11.5% SENIOR
SUBORDINATED NOTES DUE FEBRUARY 19, 2018 UNDER THE SECURITIES
PURCHASE AGREEMENT, DATED AS OF MAY 3, 2006; (H) THE BRONCOS; (I)

The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Sports
Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA
Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The
headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado
80110.

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THE MFSD; AND (J) ALL PARTIES THAT HAVE FILED A NOTICE OF
APPEARANCE AND REQUEST FOR SERVICE OF PAPERS PURSUANT TO
BANKRUPTCY RULE 2002.
PLEASE TAKE NOTICE that Sports Authority Holdings, Inc. and its affiliated
debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the
Debtors) have filed the attached Debtors Motion for Entry of an Order Authorizing the
Debtors to Assume and Assign Stadium Naming Rights Contract to the Denver Broncos
Pursuant to Section 365 of the Bankruptcy Code (the Motion) with the United States
Bankruptcy Court for the District of Delaware (the Court).
PLEASE TAKE FURTHER NOTICE that any objections to the relief requested
in the Motion must be filed on or before August 16, 2016 at 4:00 p.m. (ET) (the Objection
Deadline) with the United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824
N. Market Street, Wilmington, Delaware 19801. At the same time, you must serve a copy of any
objection upon the undersigned counsel to the Debtors so as to be received on or before the
Objection Deadline.
PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE
MOTION WILL BE HELD ON AUGUST 31, 2016 AT 11:30 A.M. (ET) BEFORE THE
HONORABLE MARY F. WALRATH, IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR,
COURTROOM #4, WILMINGTON, DELAWARE 19801.
PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND
IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF
REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR A HEARING.

[Signature Page Follows]

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Dated:

August 2, 2016
Wilmington, Delaware

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/s/ Andrew L. Magaziner

Michael R. Nestor (No. 3526)
Kenneth J. Enos (No. 4544)
Andrew L. Magaziner (No. 5426)
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
[email protected]
[email protected]
[email protected]
-andRobert A. Klyman (CA No. 142723)
Matthew J. Williams (NY No. 3019106)
Jeremy L. Graves (CO No. 45522)
Sabina Jacobs (CA No. 274829)
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, CA 90071-1512
Telephone: (213) 229-7000
Facsimile: (213) 229-7520
[email protected]
[email protected]
[email protected]
[email protected]
Counsel to the Debtors and
Debtors in Possession

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EXHIBIT A
Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re:

Chapter 11

SPORTS AUTHORITY HOLDINGS, INC., et al.,1

Case No. 16-10527 (MFW)

Debtors.

(Jointly Administered)
Ref. Docket No. ____

ORDER AUTHORIZING THE DEBTORS TO ASSUME AND ASSIGN

STADIUM NAMING RIGHTS CONTRACT TO THE DENVER BRONCOS
PURSUANT TO SECTION 365 OF THE BANKRUPTCY CODE
Upon consideration of the motion (the Motion)2 of the above-captioned debtors
and debtors in possession (collectively, the Debtors) for the entry of an order, pursuant to
section 365 of the Bankruptcy Code, authorizing the Debtors to assume and assign the Naming
Rights Contract to the MFSD; and due and proper notice of the Motion having been given; and it
appearing that no other or further notice of the Motion is required; and it appearing that the Court
has jurisdiction to consider the Motion in accordance with 28 U.S.C. 157 and 1334 and the
Amended Standing Order; and it appearing that this is a core proceeding pursuant to 28 U.S.C.
157(b)(2); and it appearing that venue of this proceeding and the Motion is proper pursuant to
28 U.S.C. 1408 and 1409; and it appearing that the relief requested in the Motion and
provided for herein is in the best interest of the Debtors, their estates, and creditors and is an
appropriate exercise of the Debtors business judgment; and after due deliberation and sufficient
cause appearing therefor,
1

The Debtors and the last four digits of their respective taxpayer identification numbers are as follows:
Sports Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA
Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The
headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado
80110.
2
Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in
the Motion.
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IT IS HEREBY ORDERED THAT:

1.

The Motion is GRANTED as set forth herein.

2.

The Debtors are authorized to assume and assign the Naming Rights

Contract to the MFSD pursuant to the Assumption and Assignment Agreement, and the terms
and conditions of the Assumption and Assignment Agreement are hereby approved in their
entirety.
3.

The Debtors have demonstrated adequate assurance of future performance

under the Naming Rights Contract and have satisfied the requirements set forth in sections
365(b)(1)(C) and 365(f)(2) of the Bankruptcy Code.
4.

Except to the extent otherwise agreed in writing by the MFSD, the

Broncos shall pay to the MFSD the payment of $3,601,890 that was due to the MFSD on August
1, 2016 under the Naming Rights Contract, together with any interest thereon as required by the
Naming Rights Contract. No additional cure payments shall be required under the Naming
Rights Contract. All defaults or obligations for compensation of pecuniary loss and all other prepetition and post-petition amounts under the Naming Rights Contract arising prior to the Closing
under the Assumption and Assignment Agreement (without giving effect to any acceleration
clauses or any default provisions of the kind specified in section 365(b)(2) of the Bankruptcy
Code), including without limitation legal fees, interest, late charges and refurbishing obligations,
are deemed fully and completely satisfied. Upon the occurrence of the Closing under the
Assumption and Assignment Agreement, the MFSD is barred from asserting any further claim
against (i) the Debtors for any amounts arising under the Naming Rights Contract and (ii) the
Broncos for any of the obligations described in the preceding sentence.

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The Administrative Expense Claim Motion is hereby deemed withdrawn

upon payment of $50,000 to the Broncos in accordance with the Assumption and Assignment
Agreement.
6.

Upon Closing (as defined in the Assumption and Assignment Agreement),

the Broncos shall be deemed to have released, remised, and forever discharged TSA Stores, Inc.
and its current and former affiliates, officers, directors, agents, attorneys, employees, advisors,
investment advisors, investment managers, partners, members, consultants, and shareholders of
and from all debts, demands, actions, causes of action, payments, charges, suits, accounts,
covenants, contracts, agreements, claims, rights, damages, losses, or liabilities of any nature
whatsoever, both at law or in equity, whether direct or indirect, known or unknown, fixed or
contingent, which arose at any time prior to the Closing, or which thereafter could arise based on
any act, fact, transaction, cause, matter, or thing which occurred prior to the Closing
7.

Except as specifically set forth herein, including, for the avoidance of

doubt, paragraph 5 above, nothing included in or omitted from the Motion or this Order, nor as a
result of any payment made pursuant to this Order, shall be deemed or construed as an admission
as to the validity or priority of any claim against the Debtors, an approval or assumption of any
agreement, contract or lease pursuant to section 365 of the Bankruptcy Code, or a waiver of the
rights of the Debtors and the estates, or shall impair the ability of the Debtors and their estates, to
contest the validity and amount of any payment made pursuant to this Order.
8.

The Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order.

9.

This Order is immediately effective and enforceable, notwithstanding the

possible applicability of Bankruptcy Rule 6004(h) or otherwise.

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The Court shall retain jurisdiction over any and all matters arising from or

related to the interpretation or implementation of this Order.

Dated: August___, 2016
Wilmington, Delaware
Mary F. Walrath
United States Bankruptcy Judge

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EXHIBIT B
Assumption and Assignment Agreement

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ASSUMPTION AND ASSIGNMENT AGREEMENT

THIS ASSUMPTION AND ASSIGNMENT AGREEMENT (this
Agreement) is made as of this 31st day of July, 2016, by and between (i) TSA
STORES, INC., a Delaware corporation (Assignor), and (ii) Stadium Management
Company, LLC, a Colorado limited liability company, and PDB Sports, LTD, a Colorado
Limited Partnership doing business as the Denver Broncos Football Club (together,
Assignee).
I.

The Naming Rights Contract

Assignor, a debtor in possession, is party to that certain Agreement for

Naming Rights (as amended from time to time, the Naming Rights Contract) dated as
of June 15, 2001, by and between INVESCO Funds Group, Inc., and Metropolitan
Football Stadium District (MFSD). A copy of the Naming Rights Contract is attached
hereto as Exhibit A. The Naming Rights Contract was assumed by Assignor pursuant to
that certain Assignment, Assumption and Consent Agreement, dated as of August 19,
2011 (the INVESCO Assignment Agreement). A copy of the INVESCO Assignment
Agreement is attached hereto as Exhibit B.
II.

The Sponsorship Agreement

Assignor and Assignee are parties to that certain Sponsorship Agreement

(the Sponsorship Agreement) dated as of August 1, 2011, by and between Assignor and
Assignee.
III.

Assignors Bankruptcy Case and Rejection of the Sponsorship Agreement

On March 2, 2016, Assignor filed a voluntary petition for relief under

Chapter 11 of the Title 11 of the United States Code, 11 U.S.C. 101 et seq. (the
Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware
(the Bankruptcy Court). Assignor continues to operate its business and manage its
properties as a debtor-in-possession pursuant to sections 1107 and 1108 of the
Bankruptcy Code. No trustee has been appointed in Assignors chapter 11 case (the
Chapter 11 Case).
On June 22, 2016, the Bankruptcy Court entered an order approving
Assignors motion to reject the Sponsorship Agreement, and the Sponsorship Agreement
was rejected by Assignor effective June 3, 2016.
On July 21, 2016, Assignee filed a motion with the Bankruptcy Court
[Docket No. 2580 in the Chapter 11 Case] (the Payment Motion) seeking allowance
and immediate payment of an administrative expense claim in the amount of
$1,081,744.24. On July 26, 2016, Assignee filed an objection with the Bankruptcy Court
[Docket No. 2615 in the Chapter 11 Case] (the Objection) to Assignors motion to
settle certain claims and causes of action.
IV.
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Assignee is desirous of having Assignor assign to it, pursuant to sections

363 and 365 of the Bankruptcy Code, on the terms and conditions set forth herein, all of
Assignors right, title and interest of any kind or nature in and to the Naming Rights
Contract.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
Pursuant to the terms and for the consideration set forth below, Assignor
hereby agrees to sell, transfer, convey, and assign to Assignee, its successors and assigns,
all of Assignors right, title, and interest in and to the Naming Rights Contract (the
Assignment) effective as of July 31, 2016 (the Effective Date) and Assignee hereby
accepts the Assignment as of the Effective Date. Assignee hereby recognizes and
acknowledges that MFSDs right to full performance of all terms, conditions and
covenants of the Naming Rights Contract remains in full force and effect on and after the
Effective Date of the Assignment. Except to the extent otherwise agreed in writing by
MFSD, Assignee assumes all of the terms, conditions and covenants of the Naming
Rights Contract, and agrees to assume and undertake to pay, perform and discharge all of
Assignors obligations and duties with respect to the Naming Rights Contract, including,
without limitation, the payment of $3,601,890 that is due on August 1, 2016. Further,
upon Closing, pursuant to section 365(f) of the Bankruptcy Code, Assignor and its estate
shall be relieved from any liability for any breach of the Naming Rights Contract
occurring after the Effective Date of the Assignment, and Assignee agrees to indemnify
and hold Assignor harmless from any default in the performance of such terms,
conditions and covenants occurring after the Effective Date of the Assignment.
A.
Consideration -- As consideration for the Assignment, Assignee
shall (i) release any and all claims it has against Assignor as set forth herein, (ii)
withdraw the Payment Motion, and (iii) withdraw the Objection. Assignor shall also pay
to Assignee $50,000 at Closing.
B.
Closing -- The closing of the Assignment (the Closing) shall take
place within five (5) business days of the approval by the Bankruptcy Court and the entry
of the order approving the assumption and assignment and sale of the Naming Rights
Contract to Assignee, provided there is no stay pending appeal.
C.
Free and Clear of Liens and Encumbrances -- Upon entry of an
order approving the assumption and assignment contemplated by this Agreement, the
Naming Rights Contract shall be free and clear of any liens, security interests, pledges or
other interests.
D.
As Is Where Is Transaction -- Assignee hereby acknowledges
and agrees that Assignor makes no representations or warranties whatsoever, express or
implied, with respect to any matter relating to the Naming Rights Contract. Accordingly,
Assignee will accept the Naming Rights Contract AS IS and WHERE IS.
E.
Payment Obligations -- Assignee shall be responsible for, and shall
pay, all obligations and charges due under the Naming Rights Contract in accordance
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with the terms of the Naming Rights Contract from and after the Effective Date. For the
avoidance of doubt, Assignee shall be responsible for the payment of $3,601,890 that is
due on August 1, 2016.
F.
Further Assurances -- At the Closing, Assignor shall, upon
Assignees request, execute and deliver to Assignee such other instruments of transfer as
shall be reasonably necessary to evidence the assignment by Assignor and assumption by
Assignee of the Naming Rights Contract, and Assignor, on the one hand, and Assignee,
on the other hand, shall use its commercially reasonable efforts to take, or cause to be
taken, all appropriate action, do or cause to be done all things necessary under applicable
law, and execute and deliver such instruments and documents and to take such other
actions, as may be required to consummate the transactions contemplated by this
Agreement at or after the Closing; provided that nothing in this paragraph G shall
prohibit Assignor from ceasing operations or winding up its affairs prior to or following
the Closing. In furtherance and not in limitation of the foregoing, in the event that any
rights under the Naming Rights Contract shall not have been conveyed at Closing,
Assignor shall use commercially reasonable efforts to convey such rights to Assignee as
promptly as practicable after the Closing.
G.
Approval and Indemnification -- Assignor shall promptly file a
motion seeking assumption and assignment of the Naming Rights Contract to Assignee at
the hearing scheduled for August 31, 2016, with an objection deadline of August 16,
2016, and will not conduct further marketing of the Naming Rights Contract. An order
denying assumption and assignment of the Naming Rights Contract to Assignee shall
constitute a rejection by Assignor of the Naming Rights Contract. Assignee will
indemnify Assignor for any administrative expense liability Assignor incurs to MFSD
that relates to the period from the Effective Date through and including August 31, 2016;
but only if the Naming Rights Contract is rejected with an effective date that is on or
before August 31, 2016.
H.
Release -- Effective as of the Closing, Assignee shall release,
remise, and forever discharge Assignor and its current and former affiliates, officers,
directors, agents, attorneys, employees, advisors, investment advisors, investment
managers, partners, members, consultants, and shareholders of and from all debts,
demands, actions, causes of action, payments, charges, suits, accounts, covenants,
contracts, agreements, claims, rights, damages, losses, or liabilities of any nature
whatsoever, both at law or in equity, whether direct or indirect, known or unknown, fixed
or contingent, which arose at any time prior to the Closing, or which thereafter could
arise based on any act, fact, transaction, cause, matter, or thing which occurred prior to
the Closing.
I.

Miscellaneous

(1)
This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware. The parties agree that the Bankruptcy Court shall
have exclusive jurisdiction over any disputes hereunder, and they each hereby consent to
such jurisdiction.
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(2)
This Agreement sets forth the entire agreement and understanding
of the parties with respect to the transactions contemplated hereby and supersedes any
prior instruments, arrangements and understandings relating to the subject matter hereof,
except the Naming Rights Contract and all amendments thereto.
(3)
Assignor may assign its rights and obligations hereunder to any
trustee appointed by the Bankruptcy Court. Assignee may not assign its rights and
obligations hereunder to any party without Assignors consent.
(4)
This Agreement may be executed with counterpart signature pages
or in more than one counterpart, all of which shall be deemed one and the same
agreement, and shall become effective when one or more counterparts have been signed
by each of the parties and delivered to all the parties.
(5)
If any term, covenant or condition of this Agreement or its
application to any person or circumstances shall be invalid or unenforceable, the
remainder of those to which it is held invalid or unenforceable shall not be affected, and
each term shall be valid and enforceable to the fullest extent permitted by law.
(6)
Any notice, demand, request or other communication that any
party hereto may be required or may desire to give hereunder (Notice or Notices)
shall be in writing and shall be given as follows: (a) by hand delivery; (b) by overnight
mail via Federal Express or other reputable express courier service; or (c) by facsimile
transmission (other than for notices of default):
If to Assignor:
TSA STORES, INC.
1090 West Hampden Avenue
Englewood, Colorado 80110
Attention: Douglas Garrett
With a copy to:
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, CA 90071-1512
Attention: Robert A. Klyman
If to Assignee:
Denver Broncos Football Club
13655 Broncos Parkway
Englewood, CO 80112
Attention: Rich Slivka

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With a copy to:

Weinman & Associates, P.C.
730 17th Street, Suite 240
Denver, Co. 80202
Attention: Jeffrey A. Weinman
or at such other address or to such other addressee or to such other facsimile number as
the party to be served with Notice shall have furnished in writing to the party seeking or
desiring to serve Notice as a place for the service of Notice. Notices shall be deemed to
have been received (a) on the next business day if given by overnight mail, or (b) on the
same day, if given by facsimile transmission, upon receipt of successful transmission.
(7)
All sales, transfer and recording taxes, stamp taxes or similar taxes,
if any, relating to the assignment of the Naming Rights Contract in connection herewith
shall be the sole responsibility of the Assignee and shall be paid to the Assignor at the
Closing.

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IN WITNESS WHEREOF, this Agreement has been duly executed this

2nd day of August, 2016.
ASSIGNOR: TSA STORES, INC., Debtor-in-Possession

By:____________________________
Name:
Title:

ASSIGNEE: STADIUM MANAGEMENT COMPANY, LLC

By:___________________________________
Name:
Title:

ASSIGNEE: PDB SPORTS, LTD D/B/A DENVER BRONCOS FOOTBALL CLUB

By:___________________________________
Name:
Title:

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