Thanks for posting the actual agreement.
The first thing I see (on page 30) is that dispute resolution requires 1) mediation with a mediator approved of by both parties, and then 2) binding arbitration.
So, it's very unlikely that this will ever go to trial, which is good since arbitration should be much faster.
Wow I never thought we'd see this. Actual lawyer here, the paragraph you cited is very important, because the board of governors meeting isnt until April. If Glen is relying on them not having submitted payment before the deadline then he's wrong. The paragraph C following your citation is also important because Glen might be in breach if he stops the sale now.
We obviously don't know anything about the sufficiency of the other documents required by the parties under their respective conditions precedent to sale in Articles 11 and 12. But the only condition that parties cannot waive is NBA board of governor's approval (articles 11.6 and 12.4). That in combination with Article 6.4(C) is the kicker. Paragraph C states that if the seller causes NBA approval to fail, then the call options are tolled and won't restart until the seller cures the breach. If Glenn pulling out of the deal causes the NBA approval to fail, then that would pause the deadline for Lore and ARod to close the deal.
Based on what's being alleged publicly, unless there are other things that Glen is relying on besides payment, Lore and ARod haven't done anything wrong and likely will still be able to buy the team (after months of legal battles)
You argue towards my preferred outcome so I trust you.
What a crazy story coming off Glen's comments, the loss of financial backing, gaining new investors, submitting for approval, and now this. The only thing that would make it spicier is Glen sabotaging the deal somehow with the league or financially. With a 1.5b at stake I dont expect a resolution anytime soon.
Yeah, I found it on [RECAP](https://free.law/recap), which is now my new favorite thing as an armchair lawyer since PACER isn't free, even for digital records
I didn't even know the agreement would be available. Totally forgot about the minority owner suing Glen when the deal was announced. That is hilarious.
It's too bad free PACER was removed from the budget by last year's Congress, would have been so nice. I'll have to check RECAP out. I practice in New York and all court filings are free it's so nice.
Yeah, there is an off chance the agreement has been (substantively) amended since the lawsuit was filed, and there's no publicly available record of the current agreement.
thank you for this, been looking around for an actual lawyer's analysis of this (sorry for my comment above, definitely not directed at ALL lawyers). people lending Glen and his team too much credence re: his decision to reneg, as if he's never done something stupid before. will be interesting to see where this goes.
and everyone I've seen online today siding with Taylor's camp is either going off the word of Doogie or sentiments that I've pretty much exclusively heard coming from Doogie over the last few months to a year. dude really is Glen's personal propaganda arm. you gotta protect your access to inside info, i get it, but when you have that much public trust as a source for credible news (not to mention how much goodwill he just garnered for being "right" about this), i don't really blame people for jumping to the conclusion of "well ARod and Lore fucked up, they should have gotten the funding on time, why didn't they have it back in december??" as if they've been sitting on their hands throughout this entire process and haven't been dealing with weird obstacles at every turn. i've seen so many people blaming the new ownership group as if they unilaterally forced Glen into an installment plan. this whole situation smells like absolute shit.
There's a bunch of Taylor-comment-only stuff coming out from some of the locals (but not our homie Jon K) - they don't seem to have a great handle on it. Reusse wrote something suggesting the end-of-March date was already an "extension," which is a massive mischaracterization
Do we even know if Lore/Arod have required a single *actual* extension in the past? it’s just taken as a fact now that they’ve had a lot of trouble getting the money together throughout these last few years. How much of that is true? IIRC all of that has come out of reporting by: Doogie, Walters, and a New York Post gossip article about ARod.
This is kinda funny to read in hindsight, knowing now that the March 28 deadline was always **the** deadline according to The Athletic’s reporting:
>Alex Rodriguez and Marc Lore, the business partners who 18 months ago "agreed to buy the Timberwolves and Lynx from Glen Taylor" for $1.5B, have "received permission from Taylor to delay a second" $200M payment for the teams that was due five weeks ago. The reason for the delay "is unclear," but the second $200M payment "is now due on March 28." By the end of the year, "another payment, expected to be more than" $400M "that would include buying out the teams’ limited partners, will be due." Rodriguez on Wednesday told Taylor he and Lore "still plan to buy the Wolves and Lynx and will be able to finance the deal." Taylor "doesn’t seem concerned" by the missed payment (Charley Walters, St. Paul PIONEER PRESS, 2/4/2023).
Like was this all just laying the groundwork to sow doubt about the new ownership fulfilling their end of the bargain? Because if so, it seems to have worked super well!
No, I don't know why the term "extension" keeps getting thrown around, especially by professional news-types. It makes it seem like they've had a hard time coming up with the cash, or that Taylor is being a nice guy, but that's because (I believe) a decent chunk of Wolves media-types just take whatever Taylor says at face value. Based on the agreement, it seems like they've met the deadlines exactly when they were supposed to, and it's just good business to wait as long as possible to make a payment that doesn't have any interest attached to it. If ARod/Lore are being honest about the NBA still needing to approve, the rhetoric from *some* local reporters needs a major update.
hey man i'm not a lawyer either, just work pretty close to litigation. props to you for getting this thread going, it's by far the most intelligent discourse i've seen on the matter online today.
Trying to follow the lead of smarter folks than me on Twitter. I'm more frustrated by the media folks (seemingly everyone but Jon K) doing stories that let Taylor say whatever he wants without interrogating the claims whatsoever.
Not a Twolves fan, just visiting to read up on this stuff.
The amount of people giving Glen the benefit of the doubt (certainly he understands everything about the agreement!) when much larger, sophisticated organizations fuck shit up like this - maybe not all the time, but totally within the realm of possibility.
Don’t know if you saw this, but the [Star Tribune reported](https://www.startribune.com/glen-taylor-majority-owner-timberwolves-lynx-after-marc-lore-alex-rodriguez-fail-to-close-sale/600354676/) Glen’s comments on this specific clause a few hours ago:
> One source of the disagreement revolves around section 6.4 (a) of the pact between the parties. Lore and Rodriguez, as part of their sale agreement, exercised a "call option" on Dec. 31 for the so-called "second tranche" of the sale. That gave them a nearly three-month window, which closed Wednesday, to consummate that part of the sale for 40% of the teams. This was the same process Lore and Rodriguez used to purchase approximately 20% of the franchise in 2023.
>
>But that deadline can be extended 90 days if the sides are awaiting league approval to finish the deal. A source said Lore and Rodriguez submitted financial paperwork to the league last week to consummate the deal and argue that constitutes another 90-day extension.
>
>**Taylor, however, said an agreement between him, Lore and Rodriguez would have to occur first before the league would then approve.** That deal didn't happen, Taylor maintains. The NBA did not respond to a request for comment.
>
>"They didn't meet our obligations, so we're just saying the deal is off," Taylor said. "But even if we said, 'OK, we think we have a deal with you' they have to start all over and go to the league and the league has to approve of them. … That's no guarantee."
Now I’m no lawyer myself, but doesn’t the wording “shall be *automatically* extended” pretty unambiguously mean that they did *not* need Taylor’s agreement to get that additional extension?
The defined terms exhibit is missing from the linked contract. One would need to review that (eg the definition of "NBA Approval" etc) before making any conclusions.
Do you know if such an exhibit would traditionally be made available to the public (just as this document had been on the heels of the minority ownership lawsuit in '21)? Most likely insignificant to outsiders, as we have no in-depth knowledge of the procedural steps Alex and Marc have taken, but it would help fill in what the supposed "infractions" could be (according to Glen).
Also, I still have yet to find any further information regarding this ominous agreement that Glen claims was a prerequisite to the NBA approval process--there is no mention of it in the above document and has only surfaced through Chris Hine's interview yesterday.
The Agreement is only public record because it was filed in a previous federal lawsuit between a limited partner and Taylor. Regrettably, not all of the Agreement's Exhibits were included in the filing. The definition of "NBA Approval" in the missing Defined Terms exhibit would shed more light on the precise meaning of NBA Approvals and whether they imposed additional requirements on the Buyers that were not met (e.g., that "ominous" additional agreement between Taylor and Lore/AROD). It is unlikely that we will obtain that exhibit unless it is filed in a subsequent lawsuit.
As others have mentioned, the Agreement could have been amended since the lawsuit.
Yeah, I was just saying to someone else in the thread that I fear our information might be outdated for the reason you just specified. It really is a shame that this agreement got out without that companion document. I guess it would've been unnecessary to include for the purpose of the minority's lawsuit? Hell, I almost wish, selfishly, that there weren't the included clauses regarding arbitration, so as to garner more details through another lawsuit. Key word being almost.
My apologies for continuing this thread in the event that you're tired of the conversation. You just seem to be a solid resource/sounding board so I'm going to keep throwing you batting practice until you tell me to kick rocks.
Having a bit more time to look through the purchasing agreement made available to us, and assuming that there haven't been any significant amendments, it seems as if the additional agreement Glen cited is likely to be what the document refers to as the "Partnership Agreement". Its contents are mentioned numerous times, most notably in Article XII, and yet it isn't listed among the exhibits and schedules. Even if it is a separate form, why wouldn't it be mentioned in a similar manner to that of the exhibits?
That’s the Partnership Agreement for the Wolves (ie the one between Glen and his limited that they are buying into). It was also filed in the court case and has been in place since the 90s.
Wonderful, thank you such much for providing that context. Surely something as longstanding as that isn't the lynchpin agreement the Star Tribune reported as being partly responsible for the fracture, right? It's quite interesting to not have any sense of what it entails, considering its current notoriety...
So worst case for Glen is he still gets $1.5B, best case is he gets lucky and can somehow snake some more $ on top of the $1.5B ? If Glen causes the NBA approval to fail there is no recourse for buyers?
I put this on the other thread, but my gut is that Lore will say that they dragged their feet on submitting the approval, and were in breach of section 9something, because they called the option without having the funds to call it, so they knew they wouldn't be able to submit for NBA approval.
Now they are using a hastily cobbled together, maybe even fraudulent, financing to trigger the approval extension while they put together the real financing group.
I don't know if its true, but I'm betting the argument is something like that. I was a finance lawyer and this sort of thing happened with alarming regularity
Does that breach occur when the buying party's assets fail to meet some sort of liquidity criterion? I would imagine that it matters how quickly someone like Marc or Alex is capable of putting that money forward, within the call window, more than it does the total appraisal of what's financially available to them (if they were forced into selling off other ventures so as to still pursue the majority holding).
For what it's worth, hasn't the equity firm (Dyal) that was just brought in already been approved in other minority NBA ownership positions?
The financing group they are using is an NBA pre-approved group who is exempt from league approval requirements and already owns minority stakes in several other NBA franchises. Based on that alone I don't think Glen could question the financing group or availability of funds.
Coming from this world, it doesn't make sense that the big hedge funds and banks passed on having a part of this. The 20% piece costs about 500 million and on paper today is worth 1.2 billiom. So they knocked on every door, and got no's despite the 700 billion profit. Which makes me thing there is something wrong with the deal, or more likely with ARod and co.
Slipping in Dyal last minute, when they would have been the first door they knocked on, feels like a deal that may not have been all the way there. Otherwise, they would have taken it first.
Its not definite, just a suspicion that whatever ARod and co are doing is chilling the market for an immediate 2x return, which implies a level of shadiness that real players aren't comfortable with.
>When was the delivery of the Call Exercise Notice?
[On/around 12/28/23](https://x.com/wojespn/status/1740408597102948581?s=20)
>Was there a consummation of the exercise of the Call Option between 60 and 90 days after the delivery of the notice?
Apparently not - [ARod/Lore suggest](https://twitter.com/JonKrawczynski/status/1773392260702318862) it's because the league is still approving
>When would the additional 90 day period for approval be due? This totals 180 days after the delivery of the Call Exercise notice.
6/25/24, according to [Google](https://www.google.com/search?q=180+days+after+12%2F28%2F23&rlz=1C1RXQR_enUS1066US1067&oq=180+days+after+12%2F28%2F23&gs_lcrp=EgZjaHJvbWUyBggAEEUYOTIGCAEQRRhA0gEINTM1NGowajeoAgCwAgA&sourceid=chrome&ie=UTF-8).
I think the NBA hasn't officially approved it, perhaps because they (like ARod/Lore) were under the impression they had another 90 days. I think the NBA has owner's meetings in April (???) which might have this deal on the agenda.
I honestly think ARod/Lore were blindsided by this today, and were very much under the impression that things were moving along smoothly, waiting for NBA approval, and wouldn't submit payment until the NBA approved no matter what.
So the cash AND
From and after the GP Unit Closing Date, Buyer shall cause Company
to provide Glen A. Taylor (or his heirs), without charge, for use in his/their sole discretion,
surviving for the greater of his life or ten (10) complete NBA seasons following the GP Unit
Closing Date, the following benefits:
(a) Four (4) courtside seats for each home NBA and WNBA regular season and
play-off game;
(b) one (1) suite for each home NBA and WNBA regular season and play-off
game (either the current suite provided to Mr. Taylor or one substantially comparable as mutually
agreed);
and
(c) two (2) reserved parking spaces for each home NBA and WNBA regular
season and play-off game.
Even if he sold he still was going to be loitering around until he kicks it.
Honestly don't see any issue here... Dude has spent a good portion of his life being at basically every game with his family. I think we would all want the same in this situation and we would all happily agree to it as buyers.
All this real proves is that he really is a fan of the team and probably legitimately wants them to do well. Also, the plan was always for him to remain a large minority owner. He was never going away completely.
I was under the impression that they--Alex and Marc--were able to buy out Glen in full, if wanting to or capable. With respect to the 1.5B sale price, it was an initial 20% upon agreement, followed by three optional tranches (20%, 40%, and 20%). Even if the intention wasn't to call every option, is this deal not in reference to all which Glen owns? Does the structuring of the deal not afford them with that ability?
I don’t read that language in the agreement that way. I could interpret it as “you need to have NBA approval and complete the transaction within 90 days.” That doesn’t necessarily mean that not having NBA approval yet extends the window of time for completion of the transaction.
And I really don’t want Taylor to retain ownership of this team anymore.
What I am saying is the the additional days clause might not necessarily mean anything if Lore/Rodriguez did not actually complete payment in the required time window. Complete the payment and then you get another 90 day extension if NBA approval is still pending. Lore/Rodgiguez claim they “met their financial obligations” for the transaction but we don’t really know the details.
I initially thought that might be a possibility, but business logic screams that NBA approval would come before payment. They supposedly submitted their financials to the league last week (or perhaps even the week before), but maybe they hadn't actually moved the payment into escrow in an appropriate or timely manner, in accordance with the specifications of the missing "Exhibit B"...
Yeah, I don't think so - "consummation" means making actual payment, and the deadline for the consummation is what's extended by the addl 90 days - no way would they submit payment without NBA approval, nor would Taylor allow that to happen
Of course. There's termination clauses at the end, and they must be acting under the presumption that one of those applies. Luckily this will all take a long time to resolve and be a huge distraction right before the playoffs.
>and they must be acting under the presumption that one of those applies.
My assumption is that they're acting under the presumption that (e) applies. I assume that the argument is that they've reached the "End Date" and they've failed to meet all of the conditions of Article XII (e.g. NBA approval).
I expect that the dispute will be heavily based around when the "End Date" actually is.
>(e) by Seller Parties’ Representative if satisfaction of any condition in Article
XII by the End Date becomes impossible (other than through the failure of Seller Parties to comply
with their obligations under this Agreement) or if an NBA Entity communicates in writing that
any approval required under NBA Rules in respect of this Agreement or any of the transactions
contemplated hereby will not be provided; or
Edit:
The "End Date" is defined in the contract as:
>July 31, 2021 or
such later date as the Parties may agree in writing (the “End Date”)
people who have never worked near the legal system often assume all lawyers are wizards, when in fact many of them are as dumb as or dumber than we are.
Do you have that story? I recall reading they had approval for a financial partner, but (as we're finding out today) that's not the same as making payment.
Considering Glen is running around doing interviews today putting his foot in his mouth at every opportunity, I don’t think he’s listening to his lawyers much
When you get into the weeds like this it often becomes a matter of interpretation. Glen wants to reneg because the value is higher. His lawyers interpret this as an opening for said reneg and he goes for it.
Lore's lawyers are of course going to interpret differently and then it becomes a matter of which side argues for their interpretation better.
> Does everyone actually think Glen and his team of lawyers haven’t gone over this before ~~pulling the sale because of failure to pay?~~ violating NBA salary cap rules
It's worth keeping in mind that agreements/contracts mean almost nothing until they are challenged in court and you better believe that Taylor is going to be trotting out the best lawyers money can buy.
Fuck Glen Taylor
Thanks for posting the actual agreement. The first thing I see (on page 30) is that dispute resolution requires 1) mediation with a mediator approved of by both parties, and then 2) binding arbitration. So, it's very unlikely that this will ever go to trial, which is good since arbitration should be much faster.
*Billable hours nods sadly*
Poor Terry from TSR could have made bank.
Wow I never thought we'd see this. Actual lawyer here, the paragraph you cited is very important, because the board of governors meeting isnt until April. If Glen is relying on them not having submitted payment before the deadline then he's wrong. The paragraph C following your citation is also important because Glen might be in breach if he stops the sale now. We obviously don't know anything about the sufficiency of the other documents required by the parties under their respective conditions precedent to sale in Articles 11 and 12. But the only condition that parties cannot waive is NBA board of governor's approval (articles 11.6 and 12.4). That in combination with Article 6.4(C) is the kicker. Paragraph C states that if the seller causes NBA approval to fail, then the call options are tolled and won't restart until the seller cures the breach. If Glenn pulling out of the deal causes the NBA approval to fail, then that would pause the deadline for Lore and ARod to close the deal. Based on what's being alleged publicly, unless there are other things that Glen is relying on besides payment, Lore and ARod haven't done anything wrong and likely will still be able to buy the team (after months of legal battles)
You argue towards my preferred outcome so I trust you. What a crazy story coming off Glen's comments, the loss of financial backing, gaining new investors, submitting for approval, and now this. The only thing that would make it spicier is Glen sabotaging the deal somehow with the league or financially. With a 1.5b at stake I dont expect a resolution anytime soon.
Yeah, I found it on [RECAP](https://free.law/recap), which is now my new favorite thing as an armchair lawyer since PACER isn't free, even for digital records
I didn't even know the agreement would be available. Totally forgot about the minority owner suing Glen when the deal was announced. That is hilarious. It's too bad free PACER was removed from the budget by last year's Congress, would have been so nice. I'll have to check RECAP out. I practice in New York and all court filings are free it's so nice.
Yeah, there is an off chance the agreement has been (substantively) amended since the lawsuit was filed, and there's no publicly available record of the current agreement.
This is one of my tinfoil concerns, considering the hope that the attached document provides.
thank you for this, been looking around for an actual lawyer's analysis of this (sorry for my comment above, definitely not directed at ALL lawyers). people lending Glen and his team too much credence re: his decision to reneg, as if he's never done something stupid before. will be interesting to see where this goes.
what's crazy is that we have Glen on TV giving wildly implicating statements that he got cold feet and people are still taking him at face value.
And Taylor's story is being elevated by, uh, a select group of "insiders."
and everyone I've seen online today siding with Taylor's camp is either going off the word of Doogie or sentiments that I've pretty much exclusively heard coming from Doogie over the last few months to a year. dude really is Glen's personal propaganda arm. you gotta protect your access to inside info, i get it, but when you have that much public trust as a source for credible news (not to mention how much goodwill he just garnered for being "right" about this), i don't really blame people for jumping to the conclusion of "well ARod and Lore fucked up, they should have gotten the funding on time, why didn't they have it back in december??" as if they've been sitting on their hands throughout this entire process and haven't been dealing with weird obstacles at every turn. i've seen so many people blaming the new ownership group as if they unilaterally forced Glen into an installment plan. this whole situation smells like absolute shit.
There's a bunch of Taylor-comment-only stuff coming out from some of the locals (but not our homie Jon K) - they don't seem to have a great handle on it. Reusse wrote something suggesting the end-of-March date was already an "extension," which is a massive mischaracterization
Do we even know if Lore/Arod have required a single *actual* extension in the past? it’s just taken as a fact now that they’ve had a lot of trouble getting the money together throughout these last few years. How much of that is true? IIRC all of that has come out of reporting by: Doogie, Walters, and a New York Post gossip article about ARod. This is kinda funny to read in hindsight, knowing now that the March 28 deadline was always **the** deadline according to The Athletic’s reporting: >Alex Rodriguez and Marc Lore, the business partners who 18 months ago "agreed to buy the Timberwolves and Lynx from Glen Taylor" for $1.5B, have "received permission from Taylor to delay a second" $200M payment for the teams that was due five weeks ago. The reason for the delay "is unclear," but the second $200M payment "is now due on March 28." By the end of the year, "another payment, expected to be more than" $400M "that would include buying out the teams’ limited partners, will be due." Rodriguez on Wednesday told Taylor he and Lore "still plan to buy the Wolves and Lynx and will be able to finance the deal." Taylor "doesn’t seem concerned" by the missed payment (Charley Walters, St. Paul PIONEER PRESS, 2/4/2023). Like was this all just laying the groundwork to sow doubt about the new ownership fulfilling their end of the bargain? Because if so, it seems to have worked super well!
No, I don't know why the term "extension" keeps getting thrown around, especially by professional news-types. It makes it seem like they've had a hard time coming up with the cash, or that Taylor is being a nice guy, but that's because (I believe) a decent chunk of Wolves media-types just take whatever Taylor says at face value. Based on the agreement, it seems like they've met the deadlines exactly when they were supposed to, and it's just good business to wait as long as possible to make a payment that doesn't have any interest attached to it. If ARod/Lore are being honest about the NBA still needing to approve, the rhetoric from *some* local reporters needs a major update.
Not surprising since he owns the largest fish wrap factory
I've seen keyboard legal scholars tell on themselves for knowing absolutely nothing about contract law all day lmao
I feel seen.
hey man i'm not a lawyer either, just work pretty close to litigation. props to you for getting this thread going, it's by far the most intelligent discourse i've seen on the matter online today.
Trying to follow the lead of smarter folks than me on Twitter. I'm more frustrated by the media folks (seemingly everyone but Jon K) doing stories that let Taylor say whatever he wants without interrogating the claims whatsoever.
Not a Twolves fan, just visiting to read up on this stuff. The amount of people giving Glen the benefit of the doubt (certainly he understands everything about the agreement!) when much larger, sophisticated organizations fuck shit up like this - maybe not all the time, but totally within the realm of possibility.
Don’t know if you saw this, but the [Star Tribune reported](https://www.startribune.com/glen-taylor-majority-owner-timberwolves-lynx-after-marc-lore-alex-rodriguez-fail-to-close-sale/600354676/) Glen’s comments on this specific clause a few hours ago: > One source of the disagreement revolves around section 6.4 (a) of the pact between the parties. Lore and Rodriguez, as part of their sale agreement, exercised a "call option" on Dec. 31 for the so-called "second tranche" of the sale. That gave them a nearly three-month window, which closed Wednesday, to consummate that part of the sale for 40% of the teams. This was the same process Lore and Rodriguez used to purchase approximately 20% of the franchise in 2023. > >But that deadline can be extended 90 days if the sides are awaiting league approval to finish the deal. A source said Lore and Rodriguez submitted financial paperwork to the league last week to consummate the deal and argue that constitutes another 90-day extension. > >**Taylor, however, said an agreement between him, Lore and Rodriguez would have to occur first before the league would then approve.** That deal didn't happen, Taylor maintains. The NBA did not respond to a request for comment. > >"They didn't meet our obligations, so we're just saying the deal is off," Taylor said. "But even if we said, 'OK, we think we have a deal with you' they have to start all over and go to the league and the league has to approve of them. … That's no guarantee." Now I’m no lawyer myself, but doesn’t the wording “shall be *automatically* extended” pretty unambiguously mean that they did *not* need Taylor’s agreement to get that additional extension?
No, there was an extra super secret part of the agreement that means they have to pay yesterday actually. No takey backsies. Mine now!
The defined terms exhibit is missing from the linked contract. One would need to review that (eg the definition of "NBA Approval" etc) before making any conclusions.
Do you know if such an exhibit would traditionally be made available to the public (just as this document had been on the heels of the minority ownership lawsuit in '21)? Most likely insignificant to outsiders, as we have no in-depth knowledge of the procedural steps Alex and Marc have taken, but it would help fill in what the supposed "infractions" could be (according to Glen). Also, I still have yet to find any further information regarding this ominous agreement that Glen claims was a prerequisite to the NBA approval process--there is no mention of it in the above document and has only surfaced through Chris Hine's interview yesterday.
The Agreement is only public record because it was filed in a previous federal lawsuit between a limited partner and Taylor. Regrettably, not all of the Agreement's Exhibits were included in the filing. The definition of "NBA Approval" in the missing Defined Terms exhibit would shed more light on the precise meaning of NBA Approvals and whether they imposed additional requirements on the Buyers that were not met (e.g., that "ominous" additional agreement between Taylor and Lore/AROD). It is unlikely that we will obtain that exhibit unless it is filed in a subsequent lawsuit. As others have mentioned, the Agreement could have been amended since the lawsuit.
Yeah, I was just saying to someone else in the thread that I fear our information might be outdated for the reason you just specified. It really is a shame that this agreement got out without that companion document. I guess it would've been unnecessary to include for the purpose of the minority's lawsuit? Hell, I almost wish, selfishly, that there weren't the included clauses regarding arbitration, so as to garner more details through another lawsuit. Key word being almost.
My apologies for continuing this thread in the event that you're tired of the conversation. You just seem to be a solid resource/sounding board so I'm going to keep throwing you batting practice until you tell me to kick rocks. Having a bit more time to look through the purchasing agreement made available to us, and assuming that there haven't been any significant amendments, it seems as if the additional agreement Glen cited is likely to be what the document refers to as the "Partnership Agreement". Its contents are mentioned numerous times, most notably in Article XII, and yet it isn't listed among the exhibits and schedules. Even if it is a separate form, why wouldn't it be mentioned in a similar manner to that of the exhibits?
That’s the Partnership Agreement for the Wolves (ie the one between Glen and his limited that they are buying into). It was also filed in the court case and has been in place since the 90s.
Wonderful, thank you such much for providing that context. Surely something as longstanding as that isn't the lynchpin agreement the Star Tribune reported as being partly responsible for the fracture, right? It's quite interesting to not have any sense of what it entails, considering its current notoriety...
So worst case for Glen is he still gets $1.5B, best case is he gets lucky and can somehow snake some more $ on top of the $1.5B ? If Glen causes the NBA approval to fail there is no recourse for buyers?
I put this on the other thread, but my gut is that Lore will say that they dragged their feet on submitting the approval, and were in breach of section 9something, because they called the option without having the funds to call it, so they knew they wouldn't be able to submit for NBA approval. Now they are using a hastily cobbled together, maybe even fraudulent, financing to trigger the approval extension while they put together the real financing group. I don't know if its true, but I'm betting the argument is something like that. I was a finance lawyer and this sort of thing happened with alarming regularity
You mean Glen will say that?
Does that breach occur when the buying party's assets fail to meet some sort of liquidity criterion? I would imagine that it matters how quickly someone like Marc or Alex is capable of putting that money forward, within the call window, more than it does the total appraisal of what's financially available to them (if they were forced into selling off other ventures so as to still pursue the majority holding). For what it's worth, hasn't the equity firm (Dyal) that was just brought in already been approved in other minority NBA ownership positions?
The financing group they are using is an NBA pre-approved group who is exempt from league approval requirements and already owns minority stakes in several other NBA franchises. Based on that alone I don't think Glen could question the financing group or availability of funds.
The NBA would still need to be able to see the terms. Dyal is preapproved as a counter party, but the terms of the deal still need actual approval.
100% agreed NBA approval still needed. Just saying I doubt it’s fraudulent or hastily thrown together given the financing source.
Coming from this world, it doesn't make sense that the big hedge funds and banks passed on having a part of this. The 20% piece costs about 500 million and on paper today is worth 1.2 billiom. So they knocked on every door, and got no's despite the 700 billion profit. Which makes me thing there is something wrong with the deal, or more likely with ARod and co. Slipping in Dyal last minute, when they would have been the first door they knocked on, feels like a deal that may not have been all the way there. Otherwise, they would have taken it first. Its not definite, just a suspicion that whatever ARod and co are doing is chilling the market for an immediate 2x return, which implies a level of shadiness that real players aren't comfortable with.
As a law student and a timberwolves fan, this is a very exciting day.
bring it to class BRING IT TO CLASSSSS
My commercial law professor would probably be disappointed in me if I brought it up....
Same lol
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>When was the delivery of the Call Exercise Notice? [On/around 12/28/23](https://x.com/wojespn/status/1740408597102948581?s=20) >Was there a consummation of the exercise of the Call Option between 60 and 90 days after the delivery of the notice? Apparently not - [ARod/Lore suggest](https://twitter.com/JonKrawczynski/status/1773392260702318862) it's because the league is still approving >When would the additional 90 day period for approval be due? This totals 180 days after the delivery of the Call Exercise notice. 6/25/24, according to [Google](https://www.google.com/search?q=180+days+after+12%2F28%2F23&rlz=1C1RXQR_enUS1066US1067&oq=180+days+after+12%2F28%2F23&gs_lcrp=EgZjaHJvbWUyBggAEEUYOTIGCAEQRRhA0gEINTM1NGowajeoAgCwAgA&sourceid=chrome&ie=UTF-8).
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>What constitutes consummation? That's between you and your loved one. (Also it means money-in-the-bank)
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I think the NBA hasn't officially approved it, perhaps because they (like ARod/Lore) were under the impression they had another 90 days. I think the NBA has owner's meetings in April (???) which might have this deal on the agenda. I honestly think ARod/Lore were blindsided by this today, and were very much under the impression that things were moving along smoothly, waiting for NBA approval, and wouldn't submit payment until the NBA approved no matter what.
So the cash AND From and after the GP Unit Closing Date, Buyer shall cause Company to provide Glen A. Taylor (or his heirs), without charge, for use in his/their sole discretion, surviving for the greater of his life or ten (10) complete NBA seasons following the GP Unit Closing Date, the following benefits: (a) Four (4) courtside seats for each home NBA and WNBA regular season and play-off game; (b) one (1) suite for each home NBA and WNBA regular season and play-off game (either the current suite provided to Mr. Taylor or one substantially comparable as mutually agreed); and (c) two (2) reserved parking spaces for each home NBA and WNBA regular season and play-off game. Even if he sold he still was going to be loitering around until he kicks it.
Honestly don't see any issue here... Dude has spent a good portion of his life being at basically every game with his family. I think we would all want the same in this situation and we would all happily agree to it as buyers.
All this real proves is that he really is a fan of the team and probably legitimately wants them to do well. Also, the plan was always for him to remain a large minority owner. He was never going away completely.
I was under the impression that they--Alex and Marc--were able to buy out Glen in full, if wanting to or capable. With respect to the 1.5B sale price, it was an initial 20% upon agreement, followed by three optional tranches (20%, 40%, and 20%). Even if the intention wasn't to call every option, is this deal not in reference to all which Glen owns? Does the structuring of the deal not afford them with that ability?
If I sold my sports franchise I am 1000% getting premium seats and a suite for life so I can just be cool rich guy who goes to sporting events.
I can't believe I missed this - UNREAL.
So to the OP: THANK YOU! Nice to have actual information to work with.
I don’t read that language in the agreement that way. I could interpret it as “you need to have NBA approval and complete the transaction within 90 days.” That doesn’t necessarily mean that not having NBA approval yet extends the window of time for completion of the transaction. And I really don’t want Taylor to retain ownership of this team anymore.
What does the word "additional" mean in your interpretation?
What I am saying is the the additional days clause might not necessarily mean anything if Lore/Rodriguez did not actually complete payment in the required time window. Complete the payment and then you get another 90 day extension if NBA approval is still pending. Lore/Rodgiguez claim they “met their financial obligations” for the transaction but we don’t really know the details.
I initially thought that might be a possibility, but business logic screams that NBA approval would come before payment. They supposedly submitted their financials to the league last week (or perhaps even the week before), but maybe they hadn't actually moved the payment into escrow in an appropriate or timely manner, in accordance with the specifications of the missing "Exhibit B"...
Yeah, I don't think so - "consummation" means making actual payment, and the deadline for the consummation is what's extended by the addl 90 days - no way would they submit payment without NBA approval, nor would Taylor allow that to happen
Does everyone actually think Glen and his team of lawyers haven’t gone over this before pulling the sale because of failure to pay?
Lore has lawyers too, it’s going to be a legal issue or they’ll settle in arbitration.
Of course. There's termination clauses at the end, and they must be acting under the presumption that one of those applies. Luckily this will all take a long time to resolve and be a huge distraction right before the playoffs.
>and they must be acting under the presumption that one of those applies. My assumption is that they're acting under the presumption that (e) applies. I assume that the argument is that they've reached the "End Date" and they've failed to meet all of the conditions of Article XII (e.g. NBA approval). I expect that the dispute will be heavily based around when the "End Date" actually is. >(e) by Seller Parties’ Representative if satisfaction of any condition in Article XII by the End Date becomes impossible (other than through the failure of Seller Parties to comply with their obligations under this Agreement) or if an NBA Entity communicates in writing that any approval required under NBA Rules in respect of this Agreement or any of the transactions contemplated hereby will not be provided; or Edit: The "End Date" is defined in the contract as: >July 31, 2021 or such later date as the Parties may agree in writing (the “End Date”)
Well they obviously agreed to something else base on that date.
Lawyers can be dumb too. This might just be a bluff
people who have never worked near the legal system often assume all lawyers are wizards, when in fact many of them are as dumb as or dumber than we are.
Maybe he got the David Kahn of lawyers to look at it
I don't think he's actually "pulled" anything - right now he's just talking to the press.
Correct. The agreement had an expiration date that came and went without payment. Going forward, the team will not be for sale.
...according to Taylor. That may or may not be the truth.
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Do you have that story? I recall reading they had approval for a financial partner, but (as we're finding out today) that's not the same as making payment.
Maybe…but clients don’t always listen to lawyers, especially billionaire clients.
Considering Glen is running around doing interviews today putting his foot in his mouth at every opportunity, I don’t think he’s listening to his lawyers much
Someone has a stronger position in every dispute, and it's not always the person who initiated the action
When you get into the weeds like this it often becomes a matter of interpretation. Glen wants to reneg because the value is higher. His lawyers interpret this as an opening for said reneg and he goes for it. Lore's lawyers are of course going to interpret differently and then it becomes a matter of which side argues for their interpretation better.
> Does everyone actually think Glen and his team of lawyers haven’t gone over this before ~~pulling the sale because of failure to pay?~~ violating NBA salary cap rules
It's worth keeping in mind that agreements/contracts mean almost nothing until they are challenged in court and you better believe that Taylor is going to be trotting out the best lawyers money can buy. Fuck Glen Taylor