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SCHIAN WALKER, P.L.C.


3550 NORTH CENTRAL AVENUE, #1700

PHOENIX, ARIZONA 85012-2115



TELEPHONE: (602) 277-1501

FACSIMILE: (602) 297-9633


E-MAIL: [email protected]


DALE C. SCHIAN, #010445
CODY J. JESS. #025066


Attorneys for the Movants



OFFICE OF THE COMMISSIONER


OF BASEBALL



245 PARK AVENUE



NEW YORK, NEW YORK 10167


TELEPHONE: (212) 931-7800

FACSIMILE: (212) 949-5653


E-MAIL: [email protected]

THOMAS J. OSTERTAG


Attorneys for the Office of the

Commissioner of Baseball


















COVINGTON & BURLING LLP
1201 PENNSYLVANIA AVENUE, NW
WASHINGTON, D.C. 20004-2401
TELEPHONE: (202) 662-6000
FACSIMILE: (202) 662-6291
E-MAIL: [email protected]
GREGG H. LEVY
Attorneys for the National Football League

THE NATIONAL BASKETBALL
ASSOCIATION
645 FIFTH AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 407-8000
FACSIMILE: (212) 888-7931
E-MAIL: [email protected]
RICHARD W. BUCHANAN
Attorneys for the National Basketball Association

UNITED STATES BANKRUPTCY COURT

DISTRICT OF ARIZONA

No. 2-09-bk-09488-RTB

CHAPTER 11

(Jointly Administered)

BRIEF OF AMICI CURIAE THE NATIONAL
BASKETBALL ASSOCIATION, THE
NATIONAL FOOTBALL LEAGUE, AND
THE OFFICE OF THE COMMISSIONER
OF BASEBALL IN SUPPORT OF
NATIONAL HOCKEY LEAGUE'S
OBJECTION TO THE DEBTORS'
REQUEST TO SELL THE PHOENIX
COYOTES UNDER SECTIONS 365 AND 363
OF THE BANKRUPTCY CODE

DATE: June 9, 2009
TIME: 9:00 a.m.
LOCATION: 230 North First Avenue


Phoenix, Arizona
Courtroom 703, 7th Floor



In re:

DEWEY RANCH HOCKEY, LLC,
COYOTES HOLDINGS, LLC,
COYOTES HOCKEY, LLC, and
ARENA MANAGEMENT GROUP, LLC,


Debtors.



This filing applies to:





X All Debtors
Specified Debtors

Pursuant to the Court's Order Granting Motion to File Amicus Curiae Brief [DE 258], the

National Basketball Association ("NBA"), the National Football League ("NFL"), and the Office of the

Commissioner of Baseball ("MLB") submit this brief as amici curiae in support of the National Hockey

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League's Objection to the Debtors' Request to Sell the Phoenix Coyotes Under Sections 365 and 363 of

the Bankruptcy Code.





STATEMENT OF INTEREST

Amici curiae are three of the four major professional sports leagues in North America.

The fourth is the National Hockey League.

The NBA is a highly integrated joint venture. It engages in the production and marketing

of an entertainment product known as NBA Basketball, an annual series of professional basketball

games that culminates in the determination of an NBA champion. Each of the NBA's thirty members

operates a professional basketball team in a particular geographic location in North America. The NBA

is governed by a Constitution and By-Laws that prescribe detailed rules and procedures addressing

franchise ownership, transfers of ownership interests in NBA teams, and relocation of teams from one

community to another. Any proposed relocation, as well as any ownership transfer of a team interest

larger than ten percent, requires the approval of three quarters of the NBA's Board of Governors,

composed of one representative of each member team.

The NFL is a highly integrated business venture. It is organized as an unincorporated

association of 32 member clubs that collectively produce and market an entertainment product known as

NFL Football, an annual series of professional football games that culminates in the Super Bowl

Championship. Each of the NFL member clubs operates a professional football team in a particular

geographic location in the United States. The NFL is governed by a Constitution and By-Laws that

prescribe detailed rules and procedures addressing franchise ownership, transfers of ownership interests

in NFL member clubs, and relocation of clubs from one community to another. Any proposed

relocation or ownership transfer (except for intra-family transfers of ownership not relevant here)

requires the approval of three quarters of the NFL's Executive Committee, which is composed of one

representative of each member club.

MLB is a highly integrated business venture. It is organized as an unincorporated

association of 30 member clubs that collectively produce and market an entertainment product known as

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Major League Baseball, an annual series of professional baseball games that culminates in the World

Series and the determination of a World Series Champion. Each MLB member club operates a

professional baseball team in a particular geographic location in North America. MLB is governed by

the Major League Constitution, which prescribes rules and procedures addressing franchise ownership,

transfers of ownership interests in MLB clubs, and relocation of teams from one community to another.

Any proposed relocation or ownership transfer of an MLB team (except for certain intra-family

ownership transfers not relevant here) requires the approval of three quarters of all MLB teams.

Each of the Amici is committed to the long-term stability of its franchises in their current

locations. Each has worked very hard to ensure that its member clubs relocate from their home

communities only in the most extraordinary circumstances, and each is justifiably proud of the steps that

it has taken to strengthen its ties, and those of its member clubs, to the communities that it serves.







ARGUMENT

The member clubs of a professional sports league are a highly integrated business venture

that produces a single, collective product. No member club can produce that product on its own. Indeed,

no member club can produce on its own a single unit of production; two clubs are necessary to produce

even a single game. Thus, the member clubs of a professional sports league are inherently and

inextricably interdependent in the production, promotion, marketing, and sale of the venture's product.

The success of a professional sports league depends, among other things, upon its ability

to deliver a superior, competitively balanced product to as many fans as possible. For that reason, and

because a substantial portion of the revenues earned by the venture are shared among its members, each

member club has a compelling interest in the location and long-term success of each other member club,

as well as in the selection and identity of each other club's owner.

1.

Franchise Relocation. A league franchise reflects a license to serve the league's

fans and to play league games in a prescribed geographical area for the benefit of the league. The

franchise is the means by which the league creates a relationship with a particular community, subject

only to change by league decision. A league's decision about where to place a franchise reflects a

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variety of factors, including the geographical distribution of its member clubs, all of which are intended

to further the business interests of the league as a whole.

Crucial to the success of a professional sports league are fan loyalty and community

identification with its member clubs. Each professional sports league makes substantial investments to

achieve those goals; such investments include not only substantial financial commitments, but also

developing relationships with facility landlords, local sponsors, local vendors, and local government

bodies. If successful, those investments are reciprocated by fans' investments in their local teams,

including through purchases of tickets and memorabilia, time spent watching games on television, as

well as an emotional commitment to the team's success on the field and its role in the community.

All of the foregoing investments -- the financial investments and the emotional

commitments -- depend upon an expectation of continuity, i.e., confidence that the team will remain in

the community unless the league determines that a relocation is necessary and appropriate.

Accordingly, and in order to protect those investments, Amici have each developed rules and procedures

that govern proposed franchise relocations. The rules and procedures, which differ somewhat among the

leagues, are designed to provide (i) objective factors for consideration by the league membership and (ii)

an articulated and defined process for interested parties to be heard and for the league's members to

consider the factors relating to a member club's proposed relocation. A single club's relocation outside

the structure of these rules and procedures would put all of the foregoing investments at risk.

The common core of those rules, which have been enforced by each of the amici for

decades, is a commitment that no club may relocate its franchise except with the approval of the league's

members in the exercise of their business judgment about how best to advance the league's interests. In

evaluating such proposed relocations, the member clubs therefore consider, among other things, the

support provided to the club proposing relocation by fans and business partners in its home community;

the ability of the home community to continue to support the club in the future; the adequacy of the

club's playing site in its home community; the club's financial performance; the extent to which the club

has engaged in good faith efforts with others in the community to secure improvements in its

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circumstances; the extent to which the club's owners have contributed to circumstances that might

suggest a need for relocation; the ability of the proposed new community to support the club; the impact

of the proposed relocation on the game schedule and travel arrangements; and the extent to which

broader league interests (as reflected in its broadcast contracts, labor contracts, and other relationships)

might be advanced or adversely affected by the proposed relocation.

The National Hockey League, like Amici, has rules and procedures, similar to those

described above, that govern proposed relocations of NHL franchises. Abrogation of those rules and

procedures would adversely affect not only every other member club of the NHL -- by, among other

things, substituting the perceived business interests of a particular club for the business judgment of the

league -- but also the interests of amici, which depend upon similar rules and procedures to protect their

own interests and their investments in the communities that they serve.

2.

Ownership. As described above, the member clubs of a professional sports

league are inherently interdependent in the production, promotion, marketing, and sale of the venture's

product. Accordingly, each club has a fundamental and compelling interest in the structure and identity

of the owner of every other club. As a result, Amici each have developed detailed rules and procedures

governing the transfer of ownership interests in its member clubs and requirements for ownership.

The ownership rules, procedures, and requirements for the three Amici differ in some

respects, but they share a common objective: enabling the league membership to determine whether the

proposed transfer of ownership is likely to serve the best interests of the league, including but not

limited to successful operation of the club and compliance with all established league rules and policies.

Due diligence into potential new owners, which often takes months to complete, includes a detailed

assessment of the proposed new owner's financial circumstances, current and former business

relationships, and personal background; substantial attention is paid to circumstances that might shed

light on whether the proposed new owner would be a reliable partner focused on the collective best

interest of the league.

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Assessment of the potential owner's likely compliance with league rules is especially

important. In each league, any proposed new owner must covenant in writing that, if the transfer of

ownership is approved, he or she will comply with all league rules, including but not limited to rules

governing franchise relocation and rules governing transfers of ownership interests. Amici all require

approval of any transfer of ownership (with limited exceptions not relevant here) by a super-majority,

three quarter vote of the entire league membership.

The National Hockey League, like Amici, has requirements, rules, and procedures that

govern proposed transfers of ownership in NHL clubs. Abrogation of those rules and procedures -- in

effect, foisting a new member on the current members of the NHL -- would adversely affect not only

every other member club of the NHL but also the interests of Amici, each of which depends upon similar

rules and procedures to ensure the success of its collective venture.

CONCLUSION

Amici respectfully endorse in principle the legal arguments advanced by the NHL in

support of its objections here. Put simply, there is no legal justification for abrogating the NHL's legal

right, which is protected by Section 365 of the Bankruptcy Code, to determine the owner of each NHL

franchise and to determine the locations where the NHL will present its collective product. And even if

there were a legal basis permitting such action, this Court should not pursue such a course, which would

encourage financially challenged franchises to enlist the aid of the bankruptcy courts in an effort to

circumvent established league rules that govern such league decisions.

Accordingly, Amici support the NHL's position that any franchise sales procedure

prescribed by the Court should respect the National Hockey League's rules and procedures regarding

transfers of ownership and relocation and not set precedent that has the potential to undermine the

business of professional hockey and other major league sports.

DATED this 5th day of June, 2009.

COVINGTON & BURLING LLP
1201 Pennsylvania Avenue NW
Washington, D.C. 20004-2401











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COPY of the foregoing e-mailed
or mailed this 5th day
of June, 2009, to:

The Parties Identified on the
Attached Service List


/s/ DEBBI STEPHENS




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and



THE NATIONAL BASKETBALL
ASSOCIATION
645 Fifth Avenue
New York, New York 10022



and

OFFICE OF THE COMMISSIONER
OF BASEBALL
245 Park Avenue
New York, New York 10167



and

SCHIAN WALKER, P.L.C.

By /s/ DALE C. SCHIAN, #010445



Dale C. Schian
Cody J. Jess

Attorneys for Amici Curiae















































-7-

SERVICE LIST



C. Taylor Ashworth, Esq.
Alan A. Meda, Esq.
STINSON MORRISON HECKER LLP
1850 North Central Avenue, Suite 2100
Phoenix, AZ 85004
[email protected]
[email protected]
Attorneys for the National Hockey League

Anthony W. Clark, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
LLP
One Rodney Square
Wilmington, DE 19899
[email protected]
Attorneys for the National Hockey League


Susan M. Freeman, Esq.
Stefan M. Palys, Esq.
LEWIS & ROCA LLP
40 N. Central Avenue
Phoenix, AZ 85004-4429
[email protected]
[email protected]
Attorneys for PSE Sports & Entertainment and for S&E
Interim Facility Corporation

Donald L. Gaffney, Esq.
SNELL & WILMER LLP
One Arizona Center
Phoenix, AZ 85004-2202
[email protected]
Attorneys for SOF Investments LP, White Tip
Investments, LLC, and Donatello Investments, LLC

Lori Lapin Jones, Esq.
LORI LAPIN JONES PLLC
98 Cutter Mill Rd., #201 N
Great Neck, NY 11021
Attorneys for BWD Group

Cathy L. Reece, Esq.
Nicolas B. Hoskins, Esq.
Fennemore Craig, PC
3003 N. Central Ave., #2600
Phoenix, AZ 85012-2913
[email protected]
[email protected]
Attorney for the City of Glendale, Arizona

J. Gregory Milmoe, Esq.
Shepard Goldfein, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
LLP
4 Times Square
New York, NY 10036
[email protected]
[email protected]
Attorneys for the National Hockey League

Thomas J. Salerno, Esq.
Jordan A. Kroop, Esq.
Kelly Singer, Esq.
SQUIRE SANDERS & DEMPSEY LLP
40 N. Central Ave., #2700
Phoenix, AZ 85004-4498
[email protected]
[email protected]
[email protected]
Attorneys for Debtors

Steven M. Abromowitz, Esq.
VINSON & ELKINS LLP
666 Fifth Avenue 26th Floor
New York, NY 10103-0040
[email protected]
Attorneys for SOF Investments LP, White Tip
Investments, LLC, and Donatello Investments, LLC

Richard H. Herold, Esq.
HINSHAW & CULBERTSON LLP
3200 N. Central Avenue, #800
Phoenix, AZ 85012
[email protected]
Attorneys for Aramark

Albert Turi
BWD Group LLC
BWD Plaza
P.O. Box 9050
Jericho, NY 11753-8950

William R. Baldiga, Esq.
Andrew M. Sroka, Esq.
BROWN RUDNICK LLP
One Financial Center
Boston, MA 02111
[email protected]
[email protected]
Attorneys for the City of Glendale, Arizona


Scott B. Cohen, Esq.
ENGELMAN BERGER PC
3636 N. Central Ave., #700
Phoenix, AZ 85012
[email protected]
Attorneys for John Breslow


Carolyn J. Johnsen, Esq.
Peter W. Sorensen, Esq.
Jennings Strouss & Salmon, PLC
201 E. Washington, 11th Floor
Phoenix, AZ 85004-2385
[email protected]
[email protected]
Attorneys for Jerry Moyes

Thomas H. Allen, Esq.
Paul Sala, Esq.
Allen, Sala & Bayne, PLC
1850 N. Central Ave., #1150
Phoenix, AZ 85004
[email protected]
[email protected]
Attorneys for The Official Joint Committee of
Unsecured Creditors

Jonathan K. Bernstein, Esq.
Andrew J. Gallo, Esq.
Bingham McCutchen, LLP
One Federal Street
Boston, MA 02110
[email protected]
[email protected]
Attorneys for Bingham McCutchen LLP

Carl Grumer, Esq.
Manatt, Phelps and Phillips LLP
11355 W. Olympic Blvd.
Los Angeles, CA 90064
[email protected]
Attorneys for AEG Facilities, Inc.



Mark A. Nadeau, Esq.
Shane D. Gosdis, Esq.
DLA PIPER LLP
2525 E. Camelback Rd., #1000
Phoenix, AZ 85016-4245
[email protected]
[email protected]
Attorneys for Lease Group Resources, Inc.

Ivan L. Kallick, Esq.
Illeana M. Hernandez, Esq.
MANATT PHELPS & PHILLIPS
11355 West Olympic Blvd.
Los Angeles, CA 90064
[email protected]
[email protected]
Attorneys for Ticketmaster

William Novotny, Esq.
Mariscal, Weeks, McIntyre & Friedlander, PA
2901 N. Central Ave., #200
Phoenix, AZ 85012-2705
[email protected]
Attorneys for Coyote Center Development, LLC

Mark S. Levinstein, Esq.
Williams & Connolly, LLP
725 12th St. NW
Washington, DC 20005
[email protected]
Attorneys for PSE Sports & Entertainment, LP and S&E
Interim Facility Corporation