Case MFW Doc 2143 Filed 06/03/16 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Transcription

1 Case MFW Doc 2143 Filed 06/03/16 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SPORTS AUTHORITY HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) DECLARATION OF RON STOUPA IN SUPPORT OF THE 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 I, Ron Stoupa, hereby declare under penalty of perjury, pursuant to section 1746 of title 28 of the United States Code, as follows: 1. I am the Executive Vice President and Chief Marketing Officer of TSA Stores, Inc. ( TSA Stores ), which, along with its affiliates, are debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ). I have served as Executive Vice President and Chief Marketing Officer of TSA Stores since In this capacity, I am familiar with the Debtors day-to-day operations, business, and financial affairs. 2. To maximize value for their estates and creditors, the Debtors have requested certain relief in the Debtors Fifth Omnibus Motion for Order, Pursuant to Sections 105(a) and 365(a) of the Bankruptcy Code, Authorizing Rejection of Certain Executory Contracts Nunc Pro Tunc to June 3, 2016 (the Motion ). Pursuant to the Motion, the Debtors seek authorization to reject, nunc pro tunc to June 3, 2016 (or such other date as indicated on the schedule attached hereto), certain executory contracts, including any amendments or modifications thereto, that the 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

2 Case MFW Doc 2143 Filed 06/03/16 Page 2 of 8 Debtors have determined, in their business judgment, are of little or no value to the Debtors and should therefore be rejected. 3. I submit this declaration (this Declaration ) in support of the Motion. Except as otherwise indicated herein, all facts set forth in this Declaration and the Motion are based upon my personal knowledge of the Debtors operations and finances, information learned from my review of relevant documents, information supplied to me by other members of the Debtors management team and the Debtors advisors, or my opinion based upon my knowledge and experience or information I have reviewed concerning the Debtors operations and financial condition. I am over eighteen (18) years of age and I am authorized to submit the Declaration on behalf of the Debtors. If called upon to testify, I could and would competently testify to the facts set forth in this Declaration and the Motion based upon my own personal knowledge, except as otherwise stated herein. 4. Prior to March 2, 2016 (the Petition Date ), the Debtors entered into the contracts (collectively, the Rejected Contracts ) set forth on Schedule 1 annexed hereto. 5. The Debtors are in the process of liquidating their assets and winding down their business operations. Because the Debtors are in the process of liquidating their assets, the Debtors are not using and no longer require or benefit from the services provided under the Rejected Contracts and, in consultation with their advisors, the Debtors have concluded that the Rejected Contracts are unlikely to be sold even if they are subjected to additional marketing. Therefore, the Debtors have determined in their business judgment that it is in their best interest to reject the Rejected Contracts, effective as of June 3, 2016 (or such other date as indicated on Schedule 1 annexed hereto), thereby avoiding the incurrence of additional administrative expenses on services that are of little or no value to the Debtors. Accordingly, the Debtors 2

3 Case MFW Doc 2143 Filed 06/03/16 Page 3 of 8 advised each of the respective counterparties to the Rejected Contracts on or before June 2, 2016, that the Rejected Contracts would be rejected, services should be considered terminated as of the date of such notification, and the Motion would be filed in the near term. [Remainder of page intentionally left blank] 3

4 Case MFW Doc 2143 Filed 06/03/16 Page 4 of 8

5 Case MFW Doc 2143 Filed 06/03/16 Page 5 of 8 SCHEDULE 1 CONTRACTS TO BE REJECTED Counterparty Name Address for Notice Description Carlsbad United F.C Skye O Grady, President 5315 Avenida Encinas, Suite 200 Carlsbad, CA Sponsorship agreement for Carlsbad United F.C. in Carlsbad, CA. Colorado Rockies Baseball Marcy English Glasser, Vice President, Corporate Sales Coors Field 2001 Blake Street Denver, CO Letter describing the sponsorship agreement with the Colorado Rockies Baseball Club listing the logo rights, media placements, in-stadium signage as well as payments. Bradford E. Dempsey Faegre Baker Daniels 3200 Wells Fargo Center 1700 Lincoln Street Denver, Colorado Los Angeles Dodgers LLC* Lon Rosen, Executive Vice President and Chief Marketing Officer 1000 Elysian Park Avenue Los Angeles, CA Sponsorship agreement between the company and the Los Angeles Dodgers LLC. Michael Young, Chief Revenue Officer 1000 Elysian Park Avenue Los Angeles, CA Santiago Fernandez Esq., Senior Vice President and General Counsel 1000 Elysian Park Avenue Los Angeles, CA Schedule 1 1

6 Case MFW Doc 2143 Filed 06/03/16 Page 6 of 8 Milwaukee Brewers Baseball Club, Limited Partnership Legal Department Tom Hecht, Vice President, Corporate Marketing Sponsorship agreement granting TSA the right to be included on Miller Park's I-94 Message Board, rotational signage, concourse signage, advertising on ticket backs, ticket back promotion, coupon distribution, Milwaukee Brewers mascot appearances, sponsor designation, and the first opportunity to provide sponsorship in its category of business during the postseason. Andrew Pauls, Senior Director, Corporate Marketing Rachel M. Blise Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, WI Milwaukee Brewers Baseball Club, Limited Partnership Legal Department Tom Hecht, Vice President, Corporate Marketing Sponsorship agreement granting TSA the right to be included on Miller Park's I-94 Message Board, rotational signage, concourse signage, a drive-to-retail promotion, coupon distribution, Milwaukee Brewers mascot appearances, and sponsor designation. Andrew Pauls, Senior Director, Corporate Marketing Schedule 1 2

7 Case MFW Doc 2143 Filed 06/03/16 Page 7 of 8 Rachel M. Blise Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, WI Minnesota Vikings Football LLC* Steven Lacroix, Vice President, Sales and Chief Marketing Officer 9520 Viking Drive Eden Prairie, MN Sponsorship agreement providing TSA marketing rights for the Minnesota Vikings. New York Football Giants, Inc.* Mara, John K. President and Chief Executive Officer 50 East State Route 120 East Rutherford, NJ Sponsorship agreement with the New York Football Giants providing that TSA obtains certain promotional, sponsorship and other related rights. New York Jets LLC* Hymie Elhai, Senior Counsel, Business and Legal Affairs Atlantic Health Jets Training Center One Jets Drive Florham Park, NJ Sponsorship agreement with the New York Jets providing that TSA obtains certain advertising, marketing and other rights and opportunities relating to Jets football games and/or Jets controlled advertising, marketing, promotional assets, or other activities and services. Marc Riccio, Vice President, Sales and Marketing Atlantic Health Jets Training Center One Jets Drive Florham Park, NJ PDB Sports, Ltd. dba Denver Broncos Football Club Joe Ellis, President Broncos Parkway Englewood, CO Sponsorship agreement with Stadium Management Company, PDB Sports, Ltd. aka the Broncos. Richard P. Slivka, General Counsel/Executive Vice President Broncos Parkway Englewood, CO Schedule 1 3

8 Case MFW Doc 2143 Filed 06/03/16 Page 8 of 8 Mac Freeman, Senior Vice President Business Development 1701 Bryant Street, Suite 700 Denver, CO Philadelphia Eagles+ Chris Sharkoski, Director of Event Operations NovaCare Complex One NovaCare Way Philadelphia, PA19145 Sponsorship agreement with the Philadelphia Eagles along with attached Exhibits. [REJECTION EFFECTIVE DATE: MAY 31, 2016] Chief Marketing Officer NovaCare Complex One NovaCare Way Philadelphia, PA19145 Chief Financial Officer NovaCare Complex One NovaCare Way Philadelphia, PA19145 Aileen Dagrosa, Legal NovaCare Complex One NovaCare Way Philadelphia, PA19145 Vincent Indelicato Proskauer Rose LLP 11 Times Square New York, NY * The Debtors believe these Rejected Contracts have expired by their terms but include them as Rejected Contracts out of an abundance of caution. + The Debtors provided notice to the Philadelphia Eagles counsel on May 31, 2016, thereby advising that the Debtors unequivocally rejected the subject Rejected Contract as of May 31, 2016, and the Philadelphia Eagles could cease performing under the applicable Rejected Contract as of such date. Schedule 1 4