Professional Documents
Culture Documents
Sosland (18855645)
WEIL, GOTSHAL & MANGES LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
Telephone: (214) 746-7700
Facsimile: (214) 746-7777
US_ACTIVE:\43512233\13\74863.0038
Martin A. Sosland (18855645)
WEIL, GOTSHAL & MANGES LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
Telephone: (214) 746-7700
Facsimile: (214) 746-7777
Weil, Gotshal & Manges, LLP (“Weil” or the “Applicant”) files this First and
Expenses (the “Application”) as counsel to Texas Rangers Baseball Partners, debtor and debtor
in possession (“TRBP” or the “Debtor”), for the period May 24, 2010 through August 12, 2010
US_ACTIVE:\43512233\13\74863.0038
Preliminary Statement
untenable deadlock between Major League Baseball (“MLB”), and Debtor, the Debtor’s
prepetition secured lenders (the “Lenders”), that was preventing the Debtor from selling its
principal asset, the Texas Rangers Major League Baseball Club. Despite vigorous litigation and
intense negotiations, the prepackaged plan, as amended, served as the basis for the Debtor’s
emergence from chapter 11 in a relatively short period of time with a successful outcome that
benefited all major parties in interest. The Debtor overcame substantial obstacles to accomplish
this achievement. Weil managed this complicated case involving numerous parties in interest
with very diverse views and interests and prosecuted the case to its successful conclusion. In the
midst of the different positions and actions taken by parties in the case, Weil navigated the
relationships and complex issues and enabled the Debtor to preserve and enhance value for its
result and the substantial resources that Weil was required to devote to the Debtor’s chapter 11
case. The relatively short duration of this case involved numerous briefing deadlines, hearings,
and status conferences that required substantial preparation by Weil attorneys to provide the
Debtor with adequate representation. In connection with the potential confirmation battle, Weil
also represented the Debtor in extensive discovery which resulted in the Debtor’s production of
more than 157,000 pages of documents in response to various requests and the taking and
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3. During the chapter 11 case, Weil engaged in numerous negotiations with
all parties in interest in an effort to foster a consensual resolution among the Lenders, Rangers
Baseball Express, LLC, (“Baseball Express”), MLB and William Snyder, the chief restructuring
officer for the Debtor’s owners (the “CRO”). This entailed, in many cases, conference calls and
meetings with MLB and Baseball Express to convince them that an auction would be in the best
interest of all parties involved. Weil also engaged in extensive negotiations with parties in
interest over amendments to the proposed plan of reorganization and associated disclosure
4. The result of the Court’s rulings and the efforts of all professionals
involved was a seventeen and a half hour historic auction of a Major League Baseball franchise
in open court that required the active participation of Weil bankruptcy, corporate, and litigation
attorneys advising the Debtor on competing bids and planning for the effect of the auction on the
consensual plan that had been modified, with Weil’s assistance, to address objections from,
among others, the Lenders, the committee of unsecured creditors (the “Creditors’ Committee”),
and the United States Trustee for the Northern District of Texas (the “U.S. Trustee”). By the
morning of the hearing on confirmation of the Debtor’s Plan on August 5, 2010 (the
“Confirmation Hearing”), Weil had resolved essentially all of the objections to confirmation.
6. Weil also effectively negotiated and drafted the asset purchase agreement
and Plan-related finance and corporate documents that allowed the Debtor to fully consummate
the complicated sale transaction and emerge from chapter 11 on August 12, 2010, only one week
after the entry of this Court’s order confirming the Plan on August 5, 2010 [Docket No. 534].
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7. Weil played a significant and an important role in the sale process and the
Debtor’s expeditious emergence from chapter 11. Accordingly, by this Application, Weil seeks
Jurisdiction
§§ 157, 1334. This is a core proceeding under 28 U.S.C. § 157(b). This Application is brought
Procedural Background
general partnership, commenced with this Court a voluntary case under chapter 11 of the
Bankruptcy Code (the “Chapter 11 Case”). The Debtor operated its business and managed its
property as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code
during the Chapter 11 Case. On June 3, 2010, the U.S. Trustee appointed the Creditors’
Committee [Docket No. 128]. No trustee was appointed in the Chapter 11 Case.
10. The Debtor, on the Commencement Date, filed its Prepackaged Plan of
Reorganization of TRBP Under Chapter 11 of the Bankruptcy Code [Docket No. 31], that was
later amended on June 17, 2010 [Docket No. 227], June 25, 2010 [Docket No. 276], and July 30,
2010 [Docket No. 479]. As noted above, this Court confirmed the Debtor’s Plan on August 5,
2010. The Plan became effective on August 12, 2010 [Docket No. 577].
Background
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11. On July 14, 2010, this Court entered its Interim Order Pursuant to Sections
327(a) and 328(a) of the Bankruptcy Code and Bankruptcy Rule 2014(a) and 2016 Authorizing
the Employment of Weil as Attorneys for the Debtor, Nunc Pro Tunc to the Commencement
Date [Docket No. 356] (the “Interim Retention Order”). Pursuant to the Interim Retention
Order, Weil was retained as counsel to the Debtor, effective as of the Commencement Date,
subject to further consideration by the Court. Interim Retention Order at ¶¶ 1–2. The Interim
Retention Order further provided that Weil shall be compensated on an interim basis for all work
completed until such time as the Court determined that Weil was not “disinterested,” as defined
in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy
Code, in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the Northern
District of Texas (the “Local Rules”), the guidelines established by the U.S. Trustee
(the “Guidelines”), and other orders of the Court. Interim Retention Order at ¶ 3.
12. On August 16, 2010, following confirmation of the Debtor’s Plan, the
Court issued its Memorandum Order [Docket No. 582] (“Final Retention Order”) adopting the
Interim Retention Order as its final disposition of the Debtor’s application to retain Weil. Final
Retention Order at ¶ 4. The Court found that it need not consider Weil’s application in terms of
by the reorganized debtor.” Id. (citing 3 Collier on Bankruptcy ¶ 327.03[1] (16th ed. 2010); In
re eToys, Inc., 331 B.R. 854 (Bankr. D. Del. 2005); In re Van Dyke, 275 B.R. 854 (Bankr. C.D.
Ill. 2002)).
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13. The Court also deemed the U.S. Trustee’s objection to Weil’s retention as
moot because the Interim Retention Order provided that Weil would be paid for services
performed during the period between the Commencement Date and the date of any final
14. By order dated July 27, 2010 [Docket No. 437], this Court approved the
employment and retention of Forshey & Prostock, LLP (“F&P”) as conflicts counsel for the
Debtor to perform legal services on matters that could not be handled by Weil because of
potential conflict of interest issues or, alternatively, that would be handled more efficiently by
F&P. In that regard, Weil and F&P have divided responsibilities regarding representation of the
Debtor and made every effort to avoid or minimize unnecessary duplication of efforts in this
Chapter 11 Case.
15. This is Weil’s first and final fee application in this Chapter 11 Case.
16. Despite the short duration of the Chapter 11 Case, it involved a relatively
large number of briefing deadlines, hearings, status conferences, and discovery deadlines, as the
Court accommodated numerous parties’ requests for emergency hearings and changes to the
Amended Plan of Reorganization of Texas Rangers Baseball Partners Under Chapter 11 of the
Bankruptcy Code, dated July 30, 2010 [Docket No. 481] sets forth in detail the various deadlines
and events of the chapter 11 case. Given that those facts are not in controversy, this Application
does not list all such dates in detail, but rather focuses on the Debtor’s conduct of the chapter 11
case with representation by Weil. It is clear, however, that the tightly packed schedule of the
1
For example, throughout the two and a half month chapter 11 case, the Court held 10 hearings and status
conferences, spanning 14 days and the Debtor filed 4 briefs, totaling 178 pages, not including exhibits.
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Chapter 11 Case, as well as the complicated and often changing transaction at the heart of the
Chapter 11 Case, required teams of Weil attorneys to work diligently, and sometimes around the
clock, to meet the various deadlines, prepare for the numerous hearings and meetings, and
17. During and following the Chapter 11 Case and despite the successful
outcome, certain parties have criticized the Debtor’s bankruptcy strategy, particularly the filing
of a prepackaged plan of reorganization that provided for an immediate private sale to Baseball
Express without an auction process. Those launching such criticism fail to appreciate or
acknowledge that the Debtor was virtually without leverage to stand up to MLB prepetition. The
Debtor had to convince MLB to file the chapter 11 case so that the Debtor could break free from
MLB’s control and use the tools of the bankruptcy process to compel a result that broke the
stalemate between the Lenders and MLB. In light of those circumstances, it is necessary to
discuss the prepetition relationship between the Debtor and MLB to explain fully the strategy
Weil employed in guiding the Debtor in filing the Chapter 11 Case, supporting the appointment
of a CRO, negotiating with the CRO for bidding procedures and, ultimately, achieving approval
of the auction that led to the successful result for the Debtor and the Lenders.
prepetition. In addition to the general control that MLB exercises over all baseball clubs, the
Debtor, in desperate need for cash to fund payroll and other critical expenses, became
contractually obligated under a prepetition Voluntary Support Agreement2 with MLB to allow
2
“Voluntary Support Agreement” means that certain Voluntary Support Agreement, dated June, 29, 2009, as
subsequently amended and restated on November 25, 2009, by and among TRBP, certain affiliates of TRBP and
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MLB to exercise further control over the Debtor. To that end, as a condition to providing
financing under the Voluntary Support Agreement, MLB insisted on a provision in the Debtor’s
Partnership Agreement3 that prevented the Debtor from filing for bankruptcy or amending its
19. As part of the Voluntary Support Agreement, MLB not only required the
Debtor to conduct a sale of its assets, but dictated the manner in which the process would be
conducted as well as the identity of the winning bidder. However, rather than actively letting
MLB control the process, the Debtor, through Weil, pushed to improve recoveries from the sale
of assets. The centerpiece of the Lenders’ evidence in the case – certain “damning” prepetition
emails by Weil attorneys that purportedly proved that Weil believed a competing bid submitted
during the prepetition auction process was better than the bid submitted by Baseball Express –
prove that Weil and the Debtor consistently fought to obtain the highest and best bid for the
Debtor’s assets (and the greatest recovery for the Lenders). They also disprove any allegation
that the Debtor filed the chapter 11 case to force the bid from some favored bidder down the
Lenders’ throats. In fact, those same emails show that Weil asked the Lenders to intervene to
help it get the highest price. In the end, the Lenders refused to step in.
could with Baseball Express, the only bidder with which MLB would permit the Debtor to
negotiate, to push the price up as high as possible. The Debtor ended up with a deal that it
thought was fair, albeit far from ideal. Weil then turned to negotiating in good faith with MLB
MLB, and together with ancillary documents executed therewith. MLB, as a condition for advancing funding that
the Debtor needed at a critical time to make payroll, required the Debtor to enter into the Voluntary Support
Agreement that provided, among other things, that the Debtor sell the Club under the direction of MLB, and,
secondly, provided for strict financial control over the Debtor.
3
“Partnership Agreement” means that Second Amended and Restated General Partnership Agreement of TRBP,
dated as of June 2, 1999 (as amended from time to time).
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and the Lenders to try to get to a consensual deal. However, the Lenders ultimately refused to
21. When it was clear that the stalemate could not be resolved, the Debtor’s
options were limited and its hands were tied. The Debtor was unable to file chapter 11 without
MLB’s consent. Although the Debtor ultimately convinced MLB to amend the Partnership
Agreement to allow it to file for chapter 11, MLB agreed to do so only if the Debtor filed an
MLB-approved plan that provided for a private sale to Baseball Express. Moreover, in the
agreement that was ultimately signed with Baseball Express (the “May Asset Purchase
Agreement”), Baseball Express insisted on a provision (set forth in section 7.16 of the May Asset
Purchase Agreement) (the “Exclusivity Provision”) that prohibited the Debtor from, among other
relating to any investment in, or acquisition of, or purchase of, the Club, other than with Baseball
Express.4 The May Asset Purchase Agreement also provided that Baseball Express would no
longer be obligated to purchase the Club if the sale did not close by August 12, 2010 (the
“August 12 Deadline”), the date by which Baseball Express’s debt and equity commitments
would expire.
22. On May 24, 2010, Weil filed a chapter 11 petition and a prepackaged plan
of reorganization for the Debtor that was approved by MLB and provided for consummation of a
sale to Baseball Express and the payment in full of all of the Debtor’s creditors. Weil sought a
confirmation date of July 2, 2010 to provide for sufficient time to confirm the plan and close the
sale well in advance of the August 12 Deadline. This process was consistent with Weil’s
4
The Debtor was in a similar predicament prepetition. The January 2010 purchase agreement with Baseball Express
also contained a non-solicitation provision. And although the January agreement was terminable by either party
after April 1, 2010, the Debtor could not terminate the agreement without the consent of MLB.
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strategy throughout – ensure that the Debtor did not lose the Rangers Express commitment,
while simultaneously pushing to improve the Rangers Express deal, including the removal of the
Exclusivity Provision, and foster a process that would yield the highest result for the Debtor’s
estate.
23. In filing the Chapter 11 Case, Weil anticipated that the bankruptcy process
would enable the Debtor to break free from the complete control of MLB, and, ultimately, that
happened. For example, MLB was unsuccessful in its attempt to continue the control it had
under the Voluntary Support Agreement through a combination of postpetition financing to the
Debtor and a new Interim Support Agreement. As a result of the need for Bankruptcy Court
approval of financing for a chapter 11 debtor, and the Lenders’ objections at the May 25-26
hearings and offer to provide their own postpetition financing, the Debtor was able to negotiate
with MLB to remove the control strings that were originally attached to MLB’s financing
commitment. Without the bankruptcy strategy that Weil developed with the Debtor, the Debtor
24. From the very start of the case, the Lenders demanded an auction.
Although this was not surprising, unless and until the Debtor could convince Baseball Express to
eliminate the Exclusivity Provision (which the Debtor was ultimately able to do), the Debtor
could not advocate for an auction without a risk that it would lose the Baseball Express deal.
25. Early in the case, Weil assembled a team of litigators to defend the Debtor
in discovery requests propounded by the Lenders. At the same time, Weil bankruptcy attorneys
began preparing for the June 1 status conference that the Court scheduled to identify
confirmation issues. At the June 1 status conference, the Court identified several novel, key
confirmation issues and asked the parties to brief those issues by June 11, 2010 (the
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“Confirmation Issues”).5 The Court also set a trial date on those Confirmation Issues for June
15, 2010.
26. The short amount of time before the June 15 hearing required the full
attention of Weil’s bankruptcy and litigation teams. Weil filed a lengthy brief on June 11, 2010
addressing the Confirmation Issues. Because of the short deadline and the multitude of issues
involved, Weil drew upon multi-disciplinary attorneys to brief the complicated Confirmation
Issues. On June 11, 2010, Weil received service copies of briefs from the many parties-in-
interest, and its attorneys spent the weekend reviewing the other parties’ briefs and facts and
caselaw cited therein and preparing for the Confirmation Issues hearing the following week.
27. The June 15 Confirmation Issues hearing lasted almost an entire day and
concluded with the Court making certain oral rulings. On June 17, 2010, the Debtor filed an
amended Disclosure Statement, which addressed the Court’s oral rulings, as well as numerous
requests from various parties to include more information. On June 21, 2010, the Court entered
the Disclosure Statement Order,6 which, among other things, approved the Disclosure
Statement, set forth the procedures for solicitation of votes to accept or reject the plan, and
5
The Confirmation Issues included: (i) whether the disclosure statement was adequate (including whether any
disclosure is required by the Bankruptcy Code), (ii) whether under the proposed plan any class of creditors or equity
holders was impaired and entitled to vote on the plan, (iii) who could speak for the Debtor’s equity parents
(“Rangers Equity”) in the Chapter 11 Case, (iv) what obligations were owed to whom by Rangers Equity respecting
their conduct in the Chapter 11 Case, and (v) whether the Debtor was under an independent duty to maximize the
value of the estate in connection with disposition of the Chapter 11 Case.
6
See Order (i) Approving the Disclosure Statement, (ii) Approving the Procedures to Solicit Acceptances of the
Debtor’s Prepackaged Plan (If Needed), Including Ballots and Notices Relating Thereto, and (iii) Scheduling a
Confirmation Hearing, and (iv) Establishing Notice and Objection Procedures for Confirmation of the Debtor’s
Prepackaged Plan [Docket No. 254] (the “Disclosure Statement Order”).
7
The deadlines prescribed in the Disclosure Statement Order were superseded by the June 25 Orders, the July 1
Order, and ultimately by the Final Scheduling Order (each as defined below).
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28. On June 22, 2010, the Court entered a memorandum opinion [Docket No.
257] (the “June 22 Opinion”) with respect to the Confirmation Issues.8 The Debtor and Weil
then prepared for the Confirmation Hearing, while concurrently pursuing alternative options.
29. Early in the case, the Lenders had suggested that they might seek the
appointment of a chapter 11 trustee. While the Debtor did not believe there was cause to appoint
a trustee, the Debtor did agree it appropriate to appoint a chief restructuring order with limited
powers to act for its existing owners. On June 28, 2010, the Court authorized the engagement of
William K. Snyder, through his firm CRG Partners Group LLC (“CRG”), to act as CRO of
Rangers Equity for certain limited purposes [Case No. 10-43624; Docket No. 34] [Case No. 10-
43625; Docket No. 32] (the “CRO Order”). Pursuant to the CRO Order, the CRO was charged
with various duties, including, voting on the plan and any modifications to the plan on behalf of
Rangers Equity.9
30. The Debtor and Weil attempted to achieve a positive result through
8
The first of the five Confirmation Issues, i.e. whether the Disclosure Statement is adequate, had previously been
disposed of by way of the Disclosure Statement Order. As for the rest of the Confirmation Issues, the Court
determined: (i) the Debtor did not have a duty to maximize the value obtained for its estate, (ii) management of
Rangers Equity continued to speak for Rangers Equity, (iii) Rangers Equity had the same fiduciary duty to its
creditors, the Lenders, as would a trustee, and (iv) (a) the Lenders may have been impaired, but that the impairment
of the Lenders could be cured by providing that the Lenders’ post-Effective Date rights against TRBP and its
affiliates would remain unaffected, and (b) Rangers Equity was impaired and must be allowed to vote. June 22
Opinion at 11, 14, 16, 25, and 27.
9
See Emergency Application Pursuant to 11 U.S.C.§ 105(a) and 363(b) for Authorization to (a) Employ CRG
Partners Group LLC to Provide a Chief Restructuring Officer and Additional Personnel and (b) Designate William
Snyder as the Chief Restructuring Officer for Initial Limited Purpose [Case No. 10-43624; Docket No. 30] [Case
No. 10-43625; Docket No. 28] (the “CRO Application”) (The CRO’s duties were to include “(i) advising [Rangers
Equity] and the Court of his views regarding the Plan and any modifications to the Plan; (ii) voting on the Plan and
any modifications to the Plan on behalf of [Rangers Equity]; (iii) performing such investigation and analysis as he
may deem appropriate incident to the performance of [the] duties and responsibilities.”). The CRO Order itself does
not outline the CRO’s duties and responsibilities; rather, the CRO Order authorizes the employment and retention of
CRG pursuant to the terms and conditions of the CRO Application and the engagement letter attached thereto.
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to consensually resolve the dispute with the Lenders and at the same time negotiated with the
CRO for an auction in an effort to avoid a contested confirmation. Throughout the negotiations,
it was important to the Debtor and thus to Weil that the process move quickly so that the Debtor
could maintain the Baseball Express bid before it expired on the August 12 Deadline.
31. With the support of the Debtor, on June 24, 2010, the Court entered an
order [Docket No. 265] appointing Judge Russell F. Nelms to act as mediator in the Chapter 11
Case, scheduling mediation to commence on July 16, 2010, and resetting the Confirmation
32. On June 25, 2010, the Debtor filed the second amended plan, which,
consistent with the June 22 Opinion, preserved the Lenders’ rights under their credit documents
post-Effective Date and made other changes requested by various parties. On July 1, 2010, the
Court entered an order,10 which, among other things, reset mediation to commence on July 6,
2010 and reset certain dates and deadlines in connection with the Confirmation Hearing.11
33. On July 6, 2010, the Debtor attended mediation at the Dallas office of
counsel to the CRO, Fulbright & Jaworski LLP. The mediation on that date did not result in any
Phase 4: Mediation Falls Flat — Weil Encourages an Auction in Order to Keep the Case on
Track for Confirmation
34. In the meantime, the Debtor welcomed the appointment of the CRO as a
party that might be able to help the Debtor achieve consensus. The Court’s June 22 ruling,
particularly its providing the CRO with a right to vote on the Plan on behalf of Rangers Equity,
10
The Agreed Order Modifying Mediation Schedule and Resetting Hearing and Deadlines for Confirmation of the
Debtor’s Plan [Docket No. 304] (“July 1 Order”).
11
The deadlines prescribed by the July 1 Order were superseded by the Final Scheduling Order.
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provided the Debtor with ammunition to attempt to convince Baseball Express that it should
agree to a bidding process. Thus, following the appointment of the CRO, the Debtor negotiated
continuously with Baseball Express and the CRO to improve Baseball Express’s bid, remove the
Exclusivity Provision, and formulate bidding procedures that both Baseball Express and the
CRO would support. To that end, Weil attorneys worked the entire Independence Day weekend
to negotiate and draft bidding procedures. Ultimately, the negotiations were fruitful, as Baseball
Express agreed to modify the Exclusivity Provision (in exchange for a break-up fee), and the
35. On July 5, 2010, the Debtor filed the First Bidding Procedures Motion,12
seeking approval of the amended asset purchase agreement with Baseball Express and the
agreed-upon bidding procedures. Three days later, however, the CRO withdrew his support for
the First Bidding Procedures Motion. As a result, on July 8, 2010, Weil filed a notice of
36. The Debtor was thus forced to go back to the drawing board as further
delay to the process jeopardized the deal with Baseball Express and the important August 12
Deadline, and the Debtor and Weil continued to believe that it would be risky and imprudent to
lose the Baseball Express bid. As of July 8, 2010, the Debtor was concerned that its “bird in
hand” was about to fly away and the Debtor would be left with protracted litigation with the
37. After the CRO caused the Debtor to withdraw the First Bidding
Procedures Motion, Baseball Express took aggressive actions in the Court. Specifically, on
12
The “First Bidding Procedures Motion” is the Motion Pursuant to Sections 105(a) and 363 of the Bankruptcy
Code for (i) Approval of Procedures for the Sale of the Texas Rangers Baseball Partners’ Assets to Rangers Baseball
Express LLC or Other Successful Bidder, (ii) Authorization to Use the Asset Purchase Agreement as a Stalking
Horse Agreement with Rangers Baseball Express LLC in Connection Therewith, (iii) Approval of the Payment of
Break-Up Fee and (iv) the Setting of Related Auction and Hearing Dates [Docket No. 310].
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July 12, 2010, Baseball Express filed a complaint (the “Complaint”) [Docket No. 347] against
the Debtor, alleging, among other things, that the Debtor breached the Asset Purchase
Agreement by soliciting and negotiating with prospective bidders other than Baseball Express
Express sought specific performance under the Asset Purchase Agreement and an injunction
38. The Debtor continued to believe that it was prudent to address the Court’s
concerns that there be a process while at the same time ensuring that it did not lose the Baseball
Express bid. While the Debtor could not agree to an auction on the timetable being proposed by
the Lenders (because that would have taken the Debtor beyond the August 12 Deadline), the
Debtor continued to negotiate with Baseball Express for an agreement to an auction process and
for Baseball Express to improve its bid even without the support of the CRO. The Debtor was
ultimately successful in getting Baseball Express to agree to drop the Exclusivity Provision even
without the CRO supporting the proposed bidding process, and on July 13, 2010, the Debtor filed
the Second Bid Procedures Motion,13 seeking approval of bidding procedures for its assets.
39. On July 13, 2010, the Court held a hearing on the TRO Motion and
ultimately entered the Court’s Order Adopting Bidding Procedures (the “Bid Procedures Order”)
[Docket No. 363]. The Court’s bidding procedures (the “Bidding Procedures”), among other
things, set a deadline of August 3, 2010 for submitting bids and scheduled both the auction and
the Confirmation Hearing for August 4, 2010. The Court also noted that it was persuaded that if
13
The Second Bid Procedures Motion is the Debtor’s Second Motion Pursuant to Sections 105(a) and 363 of the
Bankruptcy Code for (i) Approval of Procedures for the Sale of the Texas Rangers Baseball Partners’ Assets to
Rangers Baseball Express LLC or Other Successful Bidder, (ii) Authorization to Use the Asset Purchase Agreement
as a Stalking Horse Agreement with Rangers Baseball Express LLC in Connection Therewith, (iii) Approval of the
Payment of Break-Up Fee and (iv) the Setting of Related Auction and Hearing Dates [Docket No. 352]
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the CRO voted against the Plan, the Court would read section 1129(a)(7) as requiring the Debtor
to demonstrate that the proposed sale would provide Rangers Equity with at least as much as it
40. On July 15, 2010, the Lenders, joined by Rangers Equity [Docket No.
371], filed the Motion for Reconsideration in an attempt to have the Court reconsider approval of
the Bidding Procedures. In the following days, Baseball Express, the Office of the MLB, and the
41. On July 19, 2010, the Court entered the Order Resetting Hearing on
Confirmation of Debtor’s Plan of Reorganization and Related Deadlines [Docket No. 388] (the
“Final Scheduling Order”). Pursuant to the Final Scheduling Order, among other things, the
Court set briefing deadlines and scheduled a non-evidentiary pre-trial conference on issues
42. On July 20-22, 2010, the Court conducted a three day hearing on the
Motion to Reconsider and on July 26, 2010, the Court held a status conference to consider issues
raised by the parties after the hearing on the Motion to Reconsider. It was determined at that
status conference that no further scheduling changes would take effect in regards to confirmation
43. The Debtor continued to negotiate with the CRO in an attempt to gain his
negotiations, on July 28, 2010, TRBP, Baseball Express, and the CRO reached a settlement
14
Docket Nos. 372 and 394, 386, and 398, respectively.
15
The non-evidentiary pre-trial conference did not take place, because in lieu thereof the Court heard continued
argument on the Emergency Joint Motion of Lender Parties for Reconsideration of Court’s Order Adopting Bidding
Procedures filed on July 15, 2010 [Docket No. 367] (the “Motion to Reconsider”), as discussed below.
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relating to the Plan and Baseball Express’s asset purchase agreement. The Debtor and the CRO
believed the Settlement resulted in significant value to the estate, through a variety of
concessions, an increase to the overall purchase price offered by Baseball Express, and the
elimination of certain controversial provisions. The settlement was conditioned on the Court
44. Due to the magnitude of the increased consideration provided under the
Settlement, the CRO had agreed as part of the Settlement to (i) support confirmation and
consummation of the Plan (and the transactions contemplated by the Plan and the Asset Purchase
Agreement) and (ii) vote the Class 12 Equity Interests in TRBP to accept the Plan.
45. To effectuate the Settlement, the Debtor, the CRO, and Rangers Express
requested that the Court withdraw the Bidding Procedures. The Lenders objected to the
Settlement and the withdrawal of the Bidding Procedures. Following a hearing on July 30, 2010,
the Court declined to withdraw the Bidding Procedures, and the Settlement became ineffective.
46. On July 30, 2010, the Debtor filed its Third Amended Plan to incorporate
changes related to the Bidding Procedures, as well as certain other changes to address various
objections that had been paid to the Plan, including the treatment of certain insider claims, the
Phase 5: An Historic Auction Produced a Clear Winning Bid in the Wee Hours of August 5,
2010 and the Debtor’s Plan Was Confirmed Later that Same Day
47. In the period leading up to the August 3, 2010 bidding deadline, Weil
continued to negotiate with various parties, including the Lenders, in an attempt to resolve all
objections. Due in part to Weil’s efforts in encouraging additional bids, the Debtor received a
16
“Land Sale Agreement” means that certain Amended and Restated Land Sale Agreement, dated as of May 23,
2010.
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bid from Radical Pitch LLC (“Radical Pitch”), the principals of which included Mark Cuban and
Jim Crane, on the August 3, 2010 bid deadline. However, the bid was not a “Qualified Bid”
under the terms of the Bid Procedures Order. Rather than reject it outright, Weil worked
diligently and around the clock to negotiate with Radical Pitch in an attempt to get its bid to be a
48. Weil bankruptcy, litigation and corporate lawyers — all needed to advise
the Debtor on different aspects of the deal — came to the Fort Worth Courthouse on the morning
of August 4, 2010, not sure what to expect. Confirmation was planned to proceed that day if
there was no auction, or the next day if there was an auction, so that morning Weil had to come
49. What followed was a day, night and early morning of constant
negotiations with the CRO, Baseball Express, Radical Pitch, and the Lenders (and each party’s
multiple advisors). Every twist throughout the day and evening required advice from a member
of the Weil team (or F&P or Perella Weinberg Partners) familiar with that aspect of the deal.
There were moments at which each of the potential bidders threatened to walk out, as emotions
were at peak levels. However, the Debtor, assisted by Weil and Perella Weinberg Partners along
with the CRO and his professionals, were able to keep both bidders in the game and encourage a
true auction. Seventeen and a half hours later, at 1:30 a.m. on August 5, the participants gathered
together in Judge Nelms’s courtroom for the announcement that the winning bidder was Baseball
Express. Ultimately, the cash payable to the Debtor’s estate was increased from approximately
US_ACTIVE:\43512233\13\74863.0038 19
50. Following the auction, Weil revised its third amended plan of
reorganization to reflect the results of the auction and filed the Plan early in the morning, before
the Confirmation Hearing. Weil negotiated with all parties in interest with outstanding
objections to confirmation, including the U.S. Trustee, and, by the time of the Confirmation
Hearing, the Plan was virtually unopposed, a remarkable result given the level of opposition the
Plan had received throughout the chapter 11 case. With a few additional modifications to the
Plan and proposed confirmation order, the Plan was confirmed the afternoon of August 5, 2010,
lawyers turned to preparing for the sale closing, which had to happen in a mere week after
confirmation. One week later, on August 12, 2010, the sale closed and TRBP emerged from
bankruptcy.
52. As the results of the case demonstrate, Weil, relying on its team of
corporate and restructuring lawyers and supported by its litigators, delivered sound judgment and
an outstanding result to the Debtor and to the Lenders. This was a complicated case from the
outset and required the advice and assistance of a firm with the capacity and resources to handle
a case that moved at lightening pace. Weil was required to manage a complicated chapter 11
process, one that was played out under the microscope of intense public scrutiny in Dallas-Fort
Worth and beyond. Throughout the process, Weil adapted its strategy, where necessary, and
responded with agility to changing conditions. Because the case required it, Weil dedicated
Project Summary
53. Weil maintains computerized records of the time spent by all Weil
attorneys and paralegals in connection with its representation of the Debtor. Subject to redaction
US_ACTIVE:\43512233\13\74863.0038 20
where necessary to preserve the attorney-client privilege, annexed hereto as Exhibit A are copies
of Weil’s itemized time records for professionals and paralegals who performed services for the
Debtor during the Application Period. All entries itemized in Weil’s time records substantially
comply with the requirements set forth in Local Rule 2016-1 and the Guidelines, including the
use of separate work codes for different project types, as hereinafter described.
the Application Period required an aggregate expenditure of 8,894.7 recorded hours by Weil’s
members, counsel, associates, and paralegals. Of the aggregate time expended, 1,969.4 recorded
hours were expended by partners and counsel of Weil, 5,951.2 recorded hours were expended by
55. During the Application Period, Weil’s hourly billing rates for attorneys
ranged from $250 to $990 per hour. Allowance of compensation in the amount requested would
result in a blended hourly rate for attorneys of approximately $628.11 (based on 7,920.6 total
recorded hours at Weil’s regular billing rates in effect at the time of the performance of services).
56. The fees charged by Weil in this case are billed in accordance with its
existing billing rates and procedures in effect during the Application Period. The rates Weil
charges for the services rendered by its professionals and paralegals in this Chapter 11 Case are
the same rates Weil charges for professional and paralegal services rendered in comparable non-
bankruptcy related matters. Such fees are reasonably based on the customary compensation
following voluntary reductions: approximately $20,000 for compliance with Local Rule 2016-1
US_ACTIVE:\43512233\13\74863.0038 21
and the Guidelines; approximately $76,000 for the prosecution and defense of Weil’s retention
application; approximately $34,000 for summer associate time on research and other tasks that
otherwise would have been performed by associates; and approximately $144,000 of additional
partner, associate and paralegal time on various tasks. In addition, non-working travel time is
58. A summary of actual and necessary expenses incurred by Weil during the
Application Period is attached hereto as Exhibit D. All entries itemized in Weil’s expense
records, set forth in Exhibit C, substantially comply with the requirements set forth in Local Rule
rendered by Weil during the Application Period. This summary is organized in accordance with
the internal system of work codes set up by Weil at the outset of this Chapter 11 Case. These
categories are generally described below, with a more detailed identification of the actual
services provided set forth on the attached Exhibit A. Only those work codes for which 15 or
more hours of work was performed during the Application Period are listed below.
US_ACTIVE:\43512233\13\74863.0038 22
Project Description Task Fees Hours
Code
Asset Sale Issues 049 $172,642.50 299.5
US_ACTIVE:\43512233\13\74863.0038 23
Client Communications 020 $89,259.50 124.2
US_ACTIVE:\43512233\13\74863.0038 24
Hearings and Court Matters 016 $738,979.00 1,317.3
US_ACTIVE:\43512233\13\74863.0038 25
Real Property / Contract / 365 Issues 046 $89,919.00 153.3
(a) necessary and appropriate to the administration of the Debtor’s Chapter 11 Case, (b) in the
best interests of the Debtor and its estate, and (c) provided without unnecessary duplication of
effort or expense incurred by professionals and paralegals employed by F&P. Compensation for
the foregoing services as requested is commensurate with the complexity, importance, and nature
of the problems, issues, or tasks involved. The professional services were performed with
reorganizations and restructurings of troubled entities. Weil has been actively involved in most
US_ACTIVE:\43512233\13\74863.0038 26
major recent chapter 11 cases, and currently represents or has represented, among others, the
following debtors: Pilgrim’s Pride Corporation; Crescent Resources, LLC; Blockbuster Inc.;
SemGroup L.P.; Enron Corp.; General Motors Corporation; Lehman Brothers Holdings Inc.;
Washington Mutual Inc.; General Growth Properties Inc.; BearingPoint, Inc.; Extended Stay
Inc.; Magna Entertainment Group; Finlay Enterprises, Inc.; International Aluminum Corporation;
Communities Development LLC; and Vertis Holdings, Inc. As a consequence, Weil brings to
this Chapter 11 Case a high level of expertise and experience that inures to the benefit of the
62. Annexed hereto as Exhibit C are Weil’s itemized records detailing out-of-
pocket expenses incurred on behalf of the Debtor during the Application Period. Weil requests
allowance of out-of-pocket expenses incurred by Weil during the Application Period in the
actual cost or an estimated actual cost when the actual cost is difficult to determine. For
example, with respect to duplication charges, Weil will charge $.10 per page because the actual
cost is difficult to determine. Similarly, as it relates to computerized research, Weil believes that
it does not make a profit on that service as a whole although the cost of any particular search is
difficult to ascertain. Other reimbursable expenses (whether the service is performed by Weil in-
house or through a third-party vendor) include, but are not limited to, facsimiles, toll calls,
overtime, overtime meals, deliveries, court costs, cost of food at meetings, transcript fees, travel,
and clerk fees. Notably, Weil charges all of its clients $1.00/page for out-going facsimile
US_ACTIVE:\43512233\13\74863.0038 27
transmissions and does not charge its clients for incoming facsimile transmissions, and all travel
The Compensation and Out-of-Pocket Expenses Sought by Weil Were Actual, Necessary,
and Reasonable Under the Standards Established in the Bankruptcy Code and
in the Fifth Circuit and Should Be Allowed as Requested
64. Under section 330(a) of the Bankruptcy Code, the Court may award a
in determining whether attorney’s fee awards in bankruptcy cases are reasonable, under section
“the nature, the extent, and the value of such services taking into
account all relevant factors, including—(a) the time spent; (b) the
rates charged; (c) whether the services were necessary to the
administration of, or beneficial at the time at which the service was
rendered toward the completion of, the case; (d) whether the
services were performed within a reasonable time, given the
complexity, importance, and nature of the problem, issue, or task;
(e) whether the professional person is board certified or otherwise
has demonstrated skill and experience in the bankruptcy field; and
(f) whether the compensation is reasonable based on the customary
compensation charged by comparably skilled practitioners in cases
other than cases under this title.”
11 U.S.C. § 330(a)(3).
65. The Fifth Circuit evaluates whether an award for attorneys’ fees is
Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974) (establishing what is commonly known as
the “Johnson factors” for the determination of the reasonableness of an award for attorneys’
fees). The Johnson factors are: (1) the time and labor required; (2) the novelty and difficulty of
the questions; (3) the skill requisite to perform the legal service properly; (4) the preclusion of
other employment by the attorney due to acceptance of the case; (5) the customary fee;
US_ACTIVE:\43512233\13\74863.0038 28
(6) whether the fee is fixed or contingent; (7) time limitations imposed by the client or the
circumstances; (8) the amount involved and the results obtained; (9) the experience, reputation,
and ability of the attorneys; (10) the “undesirability” of the case; (11) the nature and length of the
professional relationship with the client; and (12) awards in similar cases. Id. at 717–18.
66. The lodestar fee is equal to the number of hours reasonably expended
multiplied by a reasonable hourly rate. Rutherford v. Harris County, Texas, 197 F.3d 173, 192
(5th Cir. 1999). The lodestar is then adjusted to reflect the special circumstances of the case and
the Johnson factors. McClain v. Lufkin Indus., 519 F.3d 264, 268 (5th Cir. 2008) (citing
Johnson, 488 F.2d at 714); In re Cahill, 428 F.3d 536, 539–540 (5th Cir. 2005) (applying the
Johnson factors in the context of a bankruptcy case); In re Mirant Corp., 354 B.R. 113, 126, n.28
(Bankr. N.D. Tex. 2006) (citing Cahill, 428 F.3d at 539–40; In re Fender, 12 F.3d 480, 487 (5th
Cir. 1994); First Colonial Corp. of Am., 544 F.2d 1291 (5th Cir. 1977) cert. denied, 431 U.S.
67. The sum of $5,194,976.75 in professional fees for the Application Period
is reasonable compensation for the professional services rendered by Weil based on a lodestar
analysis and the standards first set forth in Johnson, 488 F.2d at 717–19, made applicable to
bankruptcy cases in First Colonial Corporation of America, 544 F.2d at 1291, and as further
explained in In re Cahill, 428 F.3d at 536; Fender, 12 F.3d at 487; In re Lawler, 807 F.2d 1207
(5th Cir. 1987); and Copper Liquor, Inc. v. Adolph Coors Co., 684 F.2d 1087 (5th Cir. 1982).
68. As described below, Weil’s fees and expenses incurred during the
Application Period satisfy applicable Fifth Circuit precedent, including the Johnson factors, and
section 330 of the Bankruptcy Code, and therefore should be allowed in their entirety.
US_ACTIVE:\43512233\13\74863.0038 29
Weil’s Application Satisfies the Johnson Factors
69. Weil billed a total of 8,894.7 hours from May 24, 2010 through August
12, 2010 in connection with its engagement as counsel to the Debtor in this Chapter 11 Case. A
summary of the hours worked and total fees incurred during the Application period is attached
hereto as Exhibit B. A more detailed itemization of the daily tasks performed is set forth in
Exhibit A.
70. This Chapter 11 Case was complex and on a fast track. Less than three
weeks after filing the chapter 11 petition, Weil represented the Debtor at the Confirmation Issues
hearing, which was hotly contested by the Lenders and in which MLB and Baseball Express
participated. At the same time Weil’s bankruptcy team was preparing for confirmation of the
Debtor’s proposed plan of reorganization, a team of litigators was defending the Debtor in
contentious discovery with the Lenders, and a team of corporate lawyers was preparing the
necessary documents for a sale of the Texas Rangers and a quick emergence from bankruptcy.
71. As reflected in the attached Exhibit A, the time spent on the services
rendered was commensurate with the complexity of this Chapter 11 Case and with the speed
with which it progressed, and was reasonable and necessary to fully protect the Debtor’s interests
72. Weil additionally submits that the time it spent in connection with the
matters and issues addressed in each category was commensurate with the novelty and difficulty
of the issues addressed. Prosecution of this Chapter 11 Case required substantial research and
briefing of novel issues at the direction of the Court. For example, the Court requested briefing
US_ACTIVE:\43512233\13\74863.0038 30
held on June 15, 2010. Weil drafted a substantial brief responsive to the Court’s request [Docket
No. 158]. Further evidence of the novelty and difficulty of the questions involved in this case is
this Court’s June 22, 2010 opinion that provided guidance on five novel issues.
professionals with expertise and specialized background in large and complex chapter 11 cases.
Weil also provided the services of professionals trained in the area of corporate law, litigation,
tax, and banking and finance. Weil utilized professionals with the level of seniority and
experience appropriate in relation to the complexity and requirements of the task performed,
74. Although Weil’s services for the Debtor were frequently time-critical, the
75. Weil seeks allowance of professional fees based on hourly rates that are
consistent with rates charged by Weil to its other clients. The hourly rate charged by Weil is
within the range of those customarily charged by professionals having comparable skills and
76. Weil’s fees are fixed according to the time spent on behalf of the Debtor
and Weil’s prevailing hourly rate. Weil’s compensation is contingent on the availability of
sufficient assets and funds in the estate to pay such fees, and on allowance of such fees by the
court.
US_ACTIVE:\43512233\13\74863.0038 31
g. Time limitations imposed by client or circumstances.
77. This Chapter 11 Case moved quickly from the Commencement Date on
May 24, 2010 until August 12, 2010, when the sale transaction closed and the Plan became
effective. This case presented time-critical challenges for the Weil professionals working on the
matter, including being called upon to appear at many hearings on shortened notice and several
evidentiary hearings. Weil was also asked to participate in many conferences with the CRO of
its equity parents and with the court-appointed mediator —conferences which were often
scheduled on shortened notice. Weil litigators were also kept on a short discovery deadline and
Weil corporate lawyers had to be prepared to close on short a deadline. In large part, the Weil
attorneys assigned to this matter exclusively worked on this case because of the unique time
h. Results obtained.
78. Weil submits that the amount of compensation and out-of-pocket expenses
requested in this Chapter 11 Case is consistent with the results obtained. Weil played a
significant and an important role in the sale process and the Debtor’s emergence from chapter 11
in less than three months. Weil’s fees are reasonable in light of the results obtained.
qualified and specialize in the areas of bankruptcy, corporate reorganization, corporate, banking
and finance, tax, and bankruptcy litigation. Weil’s experience in reorganization matters
contributed to the efficient and effective representation of the Debtor in this Chapter 11 Case.
US_ACTIVE:\43512233\13\74863.0038 32
k. Nature and length of the professional relationship with the client.
81. Weil was engaged by the Debtor in respect of the potential restructuring of
its financial obligations, its efforts to conduct a sale of the Club, and the preparation for the
commencement of this Chapter 11 Case. During Weil’s prepetition representation of the Debtor,
it became familiar with the Debtor’s business, affairs, and capital structure. Likewise, Weil
developed and executed a strategy that involved filing this Chapter 11 Case to break the
stalemate between its Lenders, MLB, and Baseball Express. To do so, prepetition, Weil
research the facts and engage in extensive negotiations in order to effect a sale of the Club.
disclosure statement that it believed was confirmable. No other law firm could have represented
the Debtor as efficiently as Weil postpetition with Weil’s knowledge of the facts and parties
developed as prepetition restructuring counsel to the Debtor. Accordingly, Weil had the
necessary background to deal effectively with many of the potential legal issues and problems
that arose in the context of the Debtor’s Chapter 11 Case. Weil was both well qualified and
uniquely able to represent the Debtor in its Chapter 11 Case in an efficient and timely manner.
83. Weil believes that the amounts requested for approval and allowance are
consistent with fees charged by comparably skilled professionals for similar services in other
caselaw, including the Johnson factors, Weil believes the professional fees requested are
reasonable considering the nature and extent of the services provided by Applicant.
US_ACTIVE:\43512233\13\74863.0038 33
Reservation
disbursements incurred relate to the Application Period but were not processed prior to the
preparation of this Application, or Weil has for any other reason not sought compensation or
reimbursement of expenses herein with respect to any services rendered or expenses incurred
during the Application Period, Weil reserves the right to request additional compensation for
US_ACTIVE:\43512233\13\74863.0038 34
Prayer for Relief
Wherefore Weil respectfully requests (i) that the Court authorize the final
the Application Period, and the sum of $276,996.26 for reimbursement of out-of-pocket
expenses, for a total of $5,471,973.01, and that such sums be authorized for payment; (ii) that the
allowance of such compensation for professional services rendered and reimbursement of actual
and necessary expenses incurred be without prejudice to Weil’s right to seek such further
compensation for the full value of services performed and expenses incurred; and (iii) that the
– and –
US_ACTIVE:\43512233\13\74863.0038 35
Statement of Certifying Professional
The undersigned hereby certifies that I have read the foregoing First and Final
for Weil, Gotshal & Manges, LLP, and to the best of my knowledge, information and belief,
formed after reasonable inquiry, the compensation sought (a) is in conformity with the
Guidelines for Compensation and Expense Reimbursement of Professionals for the United States
Bankruptcy Court, Northern District of Texas, effective January 1, 2001, and (b) was billed in
rates, in accordance with practices, no less favorable than those customarily employed by the
US_ACTIVE:\43512233\13\74863.0038 36
Exhibit A
US_ACTIVE:\43512233\13\74863.0038
ITEMIZED SERVICES - 77252.0004 - CHAPTER 11
CIRCULATE DOCKET UPDATES AND PLEADINGS TO TEAM (.6); CORRESPOND WITH M. LARSON, R.
BERKOVICH, C. PERSONS RE: CASE STATUS, STATUS OF TRANSCRIPTS AND INQUIRIES RELATED TO
ORDERS (1.5); CORRESPOND WITH M. LARSON AND R. BERKOVICH RE: AVAILABILITY OF ECF FILING
SYSTEM (.2); RESEARCH PROCEDURE RE: MANUAL FILING (.2); CORRESPOND WITH VARIOUS PARTIES
RE: CASE STATUS AND INQUIRIES (.9); REVISE CASE CALENDAR (.9).
PREPARE CASE CALENDAR (.9); PREPARE CONTACT LIST (.6); RESPOND TO NUMEROUS INQUIRIES
FROM ATTORNEYS FOR DOCUMENTS AND ASSISTANCE (2.6).
REVISE CASE CALENDAR AND CORRESPOND WITH L. BARTRAM RE: SAME (.3).
UPDATE CASE CALENDAR AND REVIEW PLEADINGS FOR SAME (1.7); CONDUCT DOCKET RESEARCH IN
INVOLUNTARY CASES AND UPDATE CASE CALENDAR PURSUANT TO SAME (.1); CONDUCT DOCKET
RESEARCH IN ADVERSARY PROCEEDINGS, CALCULATE DATES RE: SCHEDULING ORDER IN ADV. 10-
4121, AND UPDATE CASE CALENDAR ACCORDINGLY (2.1); PROOF AND REVISE CASE CALENDAR AND
FORWARD TO L. BARTRAM FOR REVIEW (.2); REVIEW REVISIONS TO CASE CALENDAR FROM S.
SCHMIDT WITH INSTRUCTIONS FOR ADDITIONAL CONFIRMATION ITEMS TO BE INCLUDED (.1);
OBTAIN DRAFT CONFIRMATION SCHEDULING ORDER FROM K. MCDONALD (.1); REVISE CASE
CALENDAR ACCORDINGLY AND DISTRIBUTE TO WEIL TEAM (1.6); PREPARE COPIES OF THE
COMPLAINT FOR DECLARATORY JUDGMENT (NEW ADV. 10-04124) AND NUMEROUS EXHIBITS FILED
BY JPMORGAN CHASE AND DISTRIBUTE SAME TO THE WEIL BANKRUPTCY TEAM (.5); PREPARE AN
INDEX OF THE COMPLAINT AND EXHIBITS AND ASSEMBLE A BINDER OF SAME FOR M. SOSLAND (.5).
RETRIEVE AND CIRCULATE DOCKET UPDATES (.6); RESPOND TO NUMEROUS INQUIRIES FROM WEIL
TEAM FOR DOCUMENTS AND ASSISTANCE (1.9).
REVIEW SERVICE ISSUES RELATED TO CERTAIN DOCKET ENTRIES AND CORRESPOND WITH M.
LARSON RE: SAME (.2).
EXCHANGE CORRESPONDENCE WITH C. CHEN RE: NEED TO FORWARD CERTAIN PLAN INFORMATION
TO P. HEATH, REVIEW DOCKET, DOWNLOAD CONFIRMATION ORDER, PLAN AND EXHIBITS, REVIEW
SAME FOR JURISDICTIONAL ISSUES, SCAN FINDINGS, AND PREPARE CORRESPONDENCE TO P. HEATH,
C. CHEN AND M. LARSON FORWARDING SCANNED PAGES AND CONFIRMATION ORDER WITH
EXHIBITS (.9); REVIEW DAILY ECF PLEADINGS (.1); EXCHANGE CORRESPONDENCE WITH WEIL TEAM
RE: FILING THE AGREED ORDER RELATING TO OBJECTION OF SEG OHIO, INC. TO CONFIRMATION OF
DEBTOR'S PLAN OF REORGANIZATION; ELECTRONICALLY FILE SAME AND COORDINATE SERVICE OF
SAME WITH ALIXPARTNERS (.5).
REVISE FORSHEY PROSTOK APPLICATION AND CORRESPOND WITH C. CHEN RE: SAME (.2).
RESEARCH FACTS AND ATTENTION TO KEKST ORDINARY COURSE PROFESSIONAL ISSUE (2.5).
NON-WORKING PORTION OF TRAVEL TO AND FROM FORT WORTH FOR HEARING (1.5).
PREPARE DEMONSTRATIVE FOR R. BERKOVICH'S USE AT FIRST DAY HEARING (.5); REVIEW AND
RESPOND TO EMAILS FROM R. BERKOVICH RE: SAME (.3); CALL WITH R. BERKOVICH RE: SAME (.1);
MEET WITH K. PRINDLE TO DISCUSS REVISIONS TO SAME (.2); REVIEW AND RESPOND TO EMAILS
FROM K. PRINDLE RE: SAME (.4).
REVIEW AND RESPOND TO EMAILS FROM R. BERKOVICH, KEKST AND L. BARTRAM RE: STATUS
CONFERENCE (.7); REVIEW MEMORANDUM PREPARED BY R. BERKOVICH OUTLINING ISSUES FOR
STATUS CONFERENCE AND BRIEF (.4); REVIEW AND RESPOND TO EMAILS FROM R. BERKOVICH AND C.
CHEN RE: FILINGS IN CONNECTION WITH BAR DATE WAIVER (.4).
PREPARE JUNE 15, 2010 AGENDA LETTER AND CIRCULATE AND REVISE SAME (1.4); ELECTRONICALLY
FILE CERTIFICATE OF SERVICE (.1); ASSIST WITH ELECTRONIC FILING OF APPLICATION OF DEBTOR
PURSUANT TO SECTIONS 327(A) AND 328(A) OF THE BANKRUPTCY CODE AND RULE 2014 OF THE
FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR AUTHORIZATION TO EMPLOY AND RETAIN
PERELLA WEINBERG PARTNERS LP AS FINANCIAL ADVISOR AND INVESTMENT BANKER TO THE
DEBTOR NUNC PRO TUNC TO THE COMMENCEMENT DATE (.9); ARRANGE FOR SERVICE OF SAME (.1);
BEGIN PREPARATION OF HEARING MATERIALS FOR JUNE 15, 2010 HEARING (1.4).
ELECTRONICALLY FILE CERTIFICATES OF SERVICE (.2); CORRESPOND WITH S. SCHMIDT RE: NOTICE
OF HEARING (.5).
ASSIST WITH PREPARATION OF DOCUMENTS FOR JUNE 15, 2009 HEARING (2.2); REVIEW MULTIPLE
CORRESPONDENCE RELATING TO FINALIZATION OF ORDER RELATING TO THE MATTERS SCHEDULED
TO BE HEARD ON JUNE 17, 2010 (.2); PREPARE BINDER OF BRIEFS FILED RE: APPROVAL OF DISCLOSURE
STATEMENT (4.2).
PREPARE FOR AND ATTEND DISCLOSURE STATEMENT HEARING (8.6); MEET WITH M. SOSLAND, Y.
GARCIA, V. BEAGLES, D. DUMMER AND R. VELEVIS RE: ARGUMENTS AND HEARING STRATEGY (1.2).
PHONE CONFERENCE WITH M. SOSLAND AND V. BEAGLES RE: UPCOMING HEARING (.4); PREPARE FOR
AND ATTEND HEARING (1.9); CALL (PARTIAL) WITH M. SOSLAND AND V. BEAGLES RE: SAME (.2);
CONFER WITH V. BEAGLES INCLUDING CALL WITH M. SOSLAND (PARTIAL) RE: OUTCOME OF
HEARING (1.4); CONFER AND EMAIL EXCHANGES WITH V. BEAGLES, E. ENCARNACION AND D.
DUMMER RE: DOCUMENT ISSUES (.6); CONFER WITH MULTIPLE MEMBERS OF DOCUMENT REVIEW
TEAM AND COORDINATE EXPEDITED DOCUMENT REVIEW (2.0).
PHONE CONFERENCE WITH M. SOSLAND RE: POSSIBLE HEARING ON MOTION TO COMPEL (.1); REVIEW
TRANSCRIPT OF HEARING AND MOTION TO COMPEL (.8); CONFERENCE WITH M. SOSLAND AND Y.
GARCIA RE: UPCOMING HEARING (.6); CONFERENCE WITH M. SOSLAND, Y. GARCIA (PARTIAL), AND D.
DUMMER (PARTIAL) RE: OUTCOME OF HEARING, DISCOVERY, DEPOSITIONS, MEDIATION, STATUS,
AND STRATEGY (1.8); REVIEW INCOMING NOTICES OF DEPOSITION (.2); REVIEW T. HICKS DEPOSITION
PREPARATION MATERIALS (.6); ADDITIONAL EMAIL EXCHANGES WITH WEIL TEAM, N. FOLEY, AND
OPPOSING COUNSEL RE: DISCOVERY, CHIEF RESTRUCTURING OFFICER, AND MEDIATION ISSUES (.4).
ELECTRONICALLY FILE DEBTOR'S NOTICE OF WITHDRAWAL OF DEBTORS MOTION FOR (I) APPROVAL
OF PROCEDURES FOR THE SALE OF THE TEXAS RANGERS BASEBALL PARTNERS ASSETS TO RANGERS
BASEBALL EXPRESS LLC (.5); ARRANGE FOR SERVICE OF SAME (.1); ELECTRONICALLY UPLOAD
PROPOSED INTERIM ORDER TO EMPLOY WEIL, GOTSHAL (.3); ELECTRONICALLY FILE NOTICE OF
CANCELLATION OF EXPEDITED HEARING SCHEDULED FOR JULY 9, 2010 (.3); ARRANGE FOR SERVICE
OF SAME (.1); OBTAIN DIAL IN NUMBERS FOR TELEPHONIC HEARING ON JULY 9, 2010 HEARING (.4).
PREPARE FOR AND ATTEND CONFIRMATION TRIAL, INCLUDING ATTENDING REMAINDER OF AUCTION
AND PREPARING EVIDENCE FOR CONFIRMATION AND REVIEWING AND REVISING PLAN AND
MEETING WITH OPPOSING COUNSEL RE: SAME (12.7).
REVIEW AND CORRESPONDENCE TO K. JETT RE: NOTICE INFORMATION FOR SPONSOR (.2); MULTIPLE
CORRESPONDENCE WITH C. PERSONS RE: SAME (.1).
CORRESPONDENCE WITH K. JETT RE: AGENDAS FOR 6/17/10 HEARING AND 6/22/10 STATUS
CONFERENCE (.2).
CONFERENCE CALL WITH M. JUNIPER OF CRG, K. FISCHER, D. DUMMER AND Y. GARCIA RE: CHIEF
RESTRUCTURING OFFICER REQUESTS (.8); MULTIPLE EMAIL COMMUNICATIONS WITH K. FISCHER AND
Y. GARCIA RE: CHIEF RESTRUCTURING OFFICER REQUESTS (.4).
PARTICIPATE IN PHONE CONFERENCE WITH M. SOSLAND, Y. GARCIA, AND K. FISCHER RE: STATUS
AND STRATEGY (.6).
EMAIL CORRESPONDENCE WITH J. COGEN, R. HUTSON, AND K. FISCHER RE: THE TRANSITION
SERVICES AGREEMENT (.2).
EMAIL WITH K. JETT, L. MCUTCHEON AND B. PAPPENFUS RE: DILIGENCE ITEMS WITH RESPECT TO
CLOSING (.9); ATTEND TELEPHONE CONFERENCE WITH S. PRITCHARD, K. JETT, K. FISCHER, R.
BERKOVICH, B. BROWN AND C. CHEN RE: CLOSING PREPARATIONS (1.2).
TELEPHONE CONFERENCE AND CORRESPONDENCE WITH J. FINE, T. LAURIA AND C. AVERCH RE: PLAN
(.6).
CALL WITH C. CHEN, R. BERKOVICH, K. MCDONALD AND M. LARSON RE: WORK TO BE COMPLETED
(.7); REVIEW DAY TWO TRANSCRIPT (.4).
REVIEW MULTIPLE CORRESPONDENCE AND PRESS RELEASES RE: PUBLIC RELATIONS ISSUES (.4);
REVIEW CORRESPONDENCE RE: FILING OF INVOLUNTARY CASES AGAINST HOLDING COMPANIES
AND MEDIA ACCOUNTS OF SAME FOR ATTORNEY COMMENT ON PRESS RELEASE (.5); MULTIPLE
TELECONFERENCES WITH J. FRANKS RE: SERVICE OF FINAL ORDERS AND NOTICE OF JUNE 15, 2010
HEARING (.8); MULTIPLE TELECONFERENCES WITH R. BERKOVICH RE: THE SAME (.3); MULTIPLE
CORRESPONDENCE WITH R. BERKOVICH RE: THE SAME (.5).
FOLLOW-UP MEETING RE: STRATEGY WITH Y. GARCIA, V. BEAGLES, R. BERKOVICH (PARTIAL), AND C.
PERSONS (PARTIAL) (1.1); PHONE CONFERENCE WITH Y. GARCIA, G. WEST AND V. BEAGLES RE:
STATUS CONFERENCE AND STRATEGY (.3).
EMAILS WITH TEAM RE: PREPARING SUMMARY MATERIALS IN PREPARATION FOR MEDIATION (.4);
REVIEW AND REPLY TO VARIOUS EMAILS (.5).
PREPARE FOR AND MULTIPLE CONFERENCE CALLS WITH WEIL CORPORATE TEAM, R. BERKOVICH
AND R. VELEVIS RE: CREDIT DOCUMENT, TEXAS PARTNERSHIP, FIDUCIARY DUTY AND OTHER ISSUES
(1.0); COMMUNICATE WITH J. MEYER RE: RESEARCH ISSUES IN RESPECT OF SAME (.2); COMMUNICATE
WITH A. RIGBY RE: ARGUMENTS FOR BRIEF RELATED TO SAME (.2); COMMUNICATE WITH B.
THORSTAD RE: ARGUMENTS FOR BRIEF RELATED TO SAME (.2); COMMUNICATE WITH A. FONTANA
AND B. THORSTAD RE: RELATED CREDIT DOCUMENT ISSUES (.6); COMMUNICATE WITH M. SASLAW, J.
TABOR AND B. BROWN RE: BRIEFING ISSUES (1.0); FURTHER COMMUNICATE WITH J. MEYER RE:
ADDITIONAL RESEARCH ISSUES IN RESPECT OF SAME (.2); CORRESPONDENCE TO R. BERKOVICH AND
S. PECK RE: SAME (.2); CORRESPONDENCE TO B. THORSTAD RE: SAME (.1).
CONFERENCE WITH D. DUMMER, C. BREMER, AND S. FUSCO RE: TRAINING FOR DOCUMENT REVIEW
(.5); DRAFT E-MAIL CORRESPONDENCE WITH D. DUMMER RE: SAME (.2).
MEETING WITH M. LARSON AND M. PRICE BROWN RE: REVISING THE DISCLOSURE STATEMENT TO
REFLECT LENDER COMMENTS (.6); MULTIPLE TELEPHONE CONFERENCES WITH G. WEST RE:
LITIGATION STRATEGY (.3); MEETING WITH M. PRICE BROWN RE: REVISING THE DISCLOSURE
STATEMENT TO REFLECT LENDER COMMENTS (.2); MULTIPLE EMAIL CORRESPONDENCE WITH M.
PRICE BROWN RE: LITIGATION STRATEGY (.4); EMAIL CORRESPONDENCE WITH L. BARTRAM RE:
PROOFS OF CLAIM (.1); MULTIPLE EMAIL CORRESPONDENCE WITH J. SHERIDAN AND M. PRICE BROWN
RE: RESPONSES TO LENDER QUESTIONS AND ISSUES RELATED TO DISCLOSURE STATEMENT (.1);
CONFER WITH J. SHERIDAN AND M. PRICE BROWN RE: RESPONSES TO LENDER QUESTIONS AND
ISSUES RELATED TO DISCLOSURE STATEMENT (.1); MULTIPLE EMAIL CORRESPONDENCE WITH M.
SOSLAND, J. SHERIDAN, AND WEIL LITIGATION, BANKRUPTCY AND CORPORATE TEAM RE:
LITIGATION STRATEGY (.4); MULTIPLE EMAIL CORRESPONDENCE WITH M. PRICE BROWN RE:
LITIGATION STRATEGY (.4); MULTIPLE EMAIL CORRESPONDENCE WITH A. RIGBY, M. SASLAW AND M.
PRICE BROWN RE: RESPONSE TO BANKRUPTCY COURT INFORMATION REQUESTS (.2); TELEPHONE
CONFERENCE WITH A. RIGBY RE: RESPONSE TO BANKRUPTCY COURT INFORMATION REQUESTS (.1).
CONFERENCES (PARTIAL) WITH B. BROWN AND M. PRICE-BROWN RE: DISCLOSURE STATEMENT (.5);
CORRESPOND WITH M. SOSLAND AND R. BERKOVICH RE: OFFICER ISSUES (.4); CONFER WITH C.
PERSONS RE: HEARINGS ON EMPLOYMENT APPLICATIONS (.2).
TELEPHONE CONFERENCE WITH B. BROWN RE: LENDER COMMENTS TO THE DISCLOSURE STATEMENT
(.1).
PARTICIPATE IN TEAM MEETING TO DISCUSS TRIAL STRATEGY (.3); CONFERENCE (PARTIAL) WITH
INTERNAL WEIL BANKRUPTCY AND LITIGATION TEAMS RE: TRIAL STRATEGY (1.3); PREPARE FOR
AND CONFERENCE WITH C. PERSONS RE: BRIEF FILING ISSUES (.2).
MULTIPLE CORRESPONDENCE AND CONFERENCES WITH R. BERKOVICH AND B. BROWN RE: SAME
(1.5); MULTIPLE CORRESPONDENCE WITH R. BERKOVICH AND C. CHEN RE: IMPAIRMENT ISSUES (.7).
CONFERENCES WITH M. LARSON RE: DISCLOSURE STATEMENT (.3); EMAILS TO M. LARSON RE:
DISCLOSURE STATEMENT (.1); CONFER WITH S. SCHMIDT RE: ORDER APPROVING DISCLOSURE
STATEMENT (.1); CONFER WITH J. FRANKS RE: SOLICITATION ISSUES (.2); CONFER WITH G. WEST AND
M. SOSLAND RE: HEARING (.6); CONFERENCES WITH C. CHEN RE: BALLOTS (.4).
REVIEW AND RESPOND TO EMAILS FROM R. BERKOVICH, M. LARSON, C. PERSONS AND C. CHEN RE:
DISCLOSURE STATEMENT ORDER (.5); MEET WITH R. BERKOVICH RE: DISCLOSURE ORDER (.2);
COORDINATE WITH C. CHEN RE: DRAFT BALLOTS (.1); CALL WITH E. MCGEE RE: ADDITIONAL
REVISIONS TO ORDER (.2); REVIEW AND RESPOND TO EMAILS WITH R. BERKOVICH AND M. LARSON
RE: SAME (.1).
TEAM CALL (C. CHEN, K. MCDONALD, C. PERSONS, S. SCHMIDT, R. BERKOVICH, ET AL.) RE: CASE
UPDATE AND GO-FORWARD PLANNING (.7); CORRESPOND WITH M. SEMER AND K. KRIGER RE:
TRANSACTION (.2); TELEPHONE CONFERENCES WITH R. BERKOVICH AND C. CHEN RE: SOLICITATION
(.2); CONFERENCE WITH E. MCGEE RE: SERVICE ISSUES (.4).
CONFER WITH M. SOSLAND AND V. BEAGLES RE: MEMORANDUM OPINION (.8); EMAIL EXCHANGES
WITH G. WEST, M. SOSLAND AND V. BEAGLES RE: STRATEGY (.2); CONFERENCES WITH D. DUMMER
(PARTIAL), R. VELEVIS, AND V. BEAGLES RE: CONFIRMATION AND DISCOVERY ISSUES (1.3); GATHER
DOCUMENTS AND INFORMATION FOR MEETING WITH POTENTIAL CHIEF RESTRUCTURING OFFICER
(2.1).
CONFERENCE (PARTIAL) WITH R. BERKOVICH AND M. LARSON RE: SCHEDULES AND STATEMENTS OF
FINANCIAL AFFAIRS (.5).
MULTIPLE CONFERENCES WITH C. CHEN RE: SCHEDULES, STATEMENT OF FINANCIAL AFFAIRS AND
RELATED GLOBAL NOTES (.7); CORRESPOND WITH R. BERKOVICH AND C. CHEN RE: SAME (.3);
CONFERENCES WITH R. BERKOVICH RE: REVISED PLAN AND FILING SAME (.4); CONFERENCE WITH R.
BERKOVICH AND C. CHEN RE: BALLOTING (.6); CONFERENCE WITH S. SCHMIDT RE: BRIEF (.1);
CORRESPOND WITH R. BERKOVICH, K. KRIGER AND M. SEMER RE: PRESS ISSUES (.3); REVIEW RECENT
PRESS (.2); CONFERENCE WITH K. MCDONALD RE: COLLECTIVE BARGAINING AGREEMENT (.2).
TELEPHONE CONFERENCE WITH K. MCDONALD RE: ORDER AND COMMENTS ABOUT CHIEF
RESTRUCTURING OFFICER FIDUCIARY DUTY (.1); TELEPHONE CONFERENCE WITH R. BERKOVICH RE:
CHIEF RESTRUCTURING OFFICER ORDER (.2); TELEPHONE CONFERENCE WITH M. SOSLAND RE:
DISCOVERY ISSUES (.2).
MULTIPLE EMAIL COMMUNICATIONS WITH M. PRICE BROWN, C. PERSONS AND E. ENCARNACION RE:
DISCOVERY ISSUES (.4); EMAIL COMMUNICATIONS WITH A. CONNOLLY RE: DISCOVERY ISSUES (.1);
MULTIPLE EMAIL COMMUNICATIONS WITH G. WEST, M. SASLAW AND M. SOSLAND RE: ANALYSIS OF
PURCHASE AGREEMENT RE: MEDIATION ISSUES (.2); TELEPHONE COMMUNICATIONS WITH M. PRICE
BROWN RE: POTENTIAL BIDDER COMPLIANCE WITH MLB BIDDER PROCESS (.2); MULTIPLE EMAIL
COMMUNICATIONS WITH M. PRICE BROWN RE: CHIEF RESTRUCTURING OFFICER REQUEST (.1).
CONFERENCE WITH M. PRICE BROWN AND J. SHERIDAN RE: ISSUES RELATED TO ASSET PURCHASE
AGREEMENT (.1); TELEPHONE COMMUNICATION WITH M. PRICE BROWN RELATED TO FOLEY
COMMUNICATIONS RELATED TO THE ASSET PURCHASE AGREEMENT (.1); MULTIPLE EMAIL
COMMUNICATIONS WITH E. ENCARNACION AND M. PRICE BROWN RE: ISSUES RELATED TO
DISCOVERY (.3); MULTIPLE TELEPHONE CALLS WITH E. ENCARNACION RE: THE SAME (.2); PREPARE
FOR AND CONFERENCE WITH M. PRICE BROWN AND R. VELEVIS RE: ANALYSIS OF ISSUES RELATED
TO WITNESS DEPOSITION PREPARATION (3.2); MULTIPLE EMAIL COMMUNICATIONS WITH Y. GARCIA
RE: THE SAME (.1); EMAIL COMMUNICATIONS AND TELEPHONE CALL WITH Y. GARCIA RE: THE SAME
(.1); MULTIPLE EMAIL COMMUNICATIONS WITH D. DUMMER RE: THE SAME (.1); TELEPHONE
CONFERENCE WITH D. DUMMER RE: THE SAME (.1); MULTIPLE EMAIL COMMUNICATIONS WITH M.
SASLAW RE: THE SAME (.1); EMAIL COMMUNICATIONS WITH D. KLEIN RE: INFORMATION RELATED TO
DEPOSITION REQUESTS (.1); TELEPHONE COMMUNICATION WITH D. KLEIN RE: THE SAME (.1);
MULTIPLE EMAIL COMMUNICATIONS WITH M. SOSLAND, G. WEST AND M. PRICE BROWN RE: J. BECK
CONFIDENTIALITY AGREEMENT AND COMPLETION OF MLB BIDDER PROCESS (.1); CORRESPONDENCE
WITH M. SOSLAND RE: THE SAME (.1); MULTIPLE EMAIL COMMUNICATIONS WITH Y. GARCIA, G. WEST
AND M. SOSLAND RE: CHIEF RESTRUCTURING OFFICER MEETING WITH K. FISCHER AND PWP (.3);
CORRESPONDENCE WITH M. SOSLAND RE: THE SAME (.1); MULTIPLE EMAIL COMMUNICATIONS WITH
R. BERKOVICH, M. SOSLAND AND G. WEST RE: CONFIRMATION BRIEF ISSUES (.3); MULTIPLE EMAIL
COMMUNICATIONS WITH G. WEST AND M. PRICE BROWN RE: REVIEWING AND REVISING PRESS
RELEASES (.3).
TELEPHONE CONFERENCE WITH B. BROWN, G. WEST AND M. SASLAW RE: TERMINATION PROVISIONS
(.6); CONFERENCE WITH G. WEST RE: BIDDING PROCEDURES (.4); CONFERENCE WITH R. BERKOVICH
RE: BID PROCEDURES AND HEARING ON SAME (.5); RANGERS UPDATE CALL WITH CLIENT, R.
BERKOVICH AND V. BEAGLES (.5); FOLLOW-UP CONFERENCE WITH G. WEST RE: CASE
DEVELOPMENTS (.2); CONFERENCE WITH G. WEST RE: BRE COMPLAINT (.3).
CONFERENCE WITH B. BROWN RE: CUBAN CONFIDENTIALITY AGREEMENT (.4); EMAIL WITH WEIL
TEAM RE: SAME (.5).
MEET WITH M. JUNIPER, W. SNYDER OF CRG, L. STRUBECK, L. BOYDSTON, AND WEIL TEAM MEMBERS
RE: BANKRUPTCY STRATEGY ISSUES (PARTIAL) (2.4); TELEPHONE CONFERENCE WITH WEIL TEAM RE:
DRAFTING WITNESS DECLARATIONS FOR CONFIRMATION BRIEF (.6); EMAIL CORRESPONDENCE WITH
WEIL BANKRUPTCY TEAM AND M. PRICE BROWN RE: THE SAME (.3).
DRAFT CORRESPONDENCE TO G. WEST RE: CREDIT DOCUMENT ISSUES (.2); CORRESPOND WITH B.
THORSTAD RE: SAME (.5).
CONFERENCE WITH C. GLEASON AND B. THORSTAD RE: INTERCREDITOR AGREEMENT AND EFFECT
ON VOTING (.3); REVIEW SAME (.4).
ATTEND TELEPHONE CONFERENCE WITH B. BROWN AND M. PRICE-BROWN RE: CLOSING CHECKLIST
(.4); EMAILS WITH WEIL GROUP RE: SAME (.5); EMAIL WITH WEIL BANKRUPTCY DEPARTMENT RE:
SAME (.2).
MULTIPLE PHONE CALLS AND EMAIL CORRESPONDENCE WITH WEIL TEAM RE: VARIOUS CLOSING
DOCUMENTS IN PREPARATION FOR CLOSING (4.9).
RESEARCH FACTS AND REVIEW RELEVANT DOCUMENTS AND ADVISE CLIENT RE: NEGOTIATIONS
WITH UMPIRES GROUP (5.6).
CORRESPONDENCE WITH COUNSEL FOR MLB RE: CREDIT CARD PROGRAM (.1); REVIEW FOLLOW-UP
CORRESPONDENCE FROM COUNSEL FOR MLB RE: FINAL DIP ORDER (.1); CORRESPONDENCE TO
COUNSEL FOR MLB RE: FINAL DIP ORDER (.1); REVIEW MLB RESPONSE BRIEF (.6); REVIEW
CORRESPONDENCE FROM COUNSEL FOR MLB RE: FINAL DIP ORDER REVIEW (.1).
RETRIEVE PRECEDENTS FOR SCHEDULES AND STATEMENTS OF FINANCIAL AFFAIRS FOR C. CHEN IN
PREPARATION FOR THE FILING OF SCHEDULES AND STATEMENTS (.9).
MAIL FORM 10 TO PBGC, DISTRIBUTE COPIES TO COUNSEL FOR MLB, COUNSEL FOR PURCHASER AND
CLIENT (.5).
EMAIL WITH M. PRICE-BROWN, M. LARSON AND C. CHEN RE: INSURANCE POLICIES AND ASSET
PURCHASE AGREEMENT (.5).
REVIEW AND REVISE NOTICE TO CREDITORS (.5); CONFER WITH S. SCHMIDT RE: SAME (.4).
REVIEW JPMORGAN COMPLAINT WITH RESPECT TO ASSIGNMENT OF BALLPARK LEASE (1.4); DRAFT
SUMMARY OF FACTUAL BACKGROUND AND RESPONSE ARGUMENTS (1.9); ORGANIZE SUPPORTING
DOCUMENTATION (.6); FORWARD TO C. GLEASON AND G. WEST FOR REVIEW (.1); VARIOUS
CORRESPONDENCE WITH C. GLEASON WITH RESPECT TO THE SAME (.9).
REVIEW AND ANALYZE AUTHORITIES RE: CIRCUMSTANCES UNDER WHICH CREDITORS ARE
ESTOPPED TO ASSERT FRAUDULENT TRANSFER (5.3); DRAFT RIDER RE: CREDITORS BEING ESTOPPED
TO ASSERT FRAUDULENT TRANSFER (.6).
REVIEW REVISED REAL ESTATE ESCROW LETTER (.3); MEET WITH E. HARRIS, A. MONTGOMERY, I. RAIJ
RE: CLOSING DOCUMENTS AND REAL ESTATE (.8); MEET WITH E. HARRIS, A. MONTGOMERY, P. GRAF,
B. ETTER RE: REAL ESTATE CLOSING (2.7); REVIEW PACKAGE OF CLOSING SIGNATURES FROM G.
DARDEN (.3); REVIEW DOCUMENTS IN CLOSING ROOM (.5); TELEPHONE CALL WITH P. DANZE RE:
LANDLORD ESTOPPELS (.1).
EMAIL TO A. LEBLANC (.1); REVIEW EMAILS FROM S. SHIMSHAK, M. SOSLAND, R. VELEVIS, AND G.
WEST (.1); REVIEW HEARING TRANSCRIPTS, EMAIL DOCUMENTS FOR POSSIBLE PRODUCTION, AND
OTHER BACKGROUND DOCUMENTS (5.0).
CONFERENCE RE: STATUS OF RESEARCH (.3); RESEARCH FOR CONFIRMATION BRIEF (3.6).
DRAFT AND REVISE SECTIONS OF 6/15 BRIEF RE: CONFIRMATION ISSUES, INCLUDING RESEARCH RE:
SAME (11.3).
REVIEW AND REVISE BRIEF OF LEGAL ISSUES FOR JUNE 15 HEARING (5.6); COORDINATE FILING AND
SERVICE OF BRIEF (.6); REVIEW DOCUMENTS FOR WITNESS PREPARATION (1.0); REVIEW BRIEFING
FILED BY OTHER PARTIES (1.2).
REVIEW CORRESPONDENCE FROM MEDIATOR AND VARIOUS PROPOSALS RE: CHIEF RESTRUCTURING
OFFICER (.3); INVESTIGATION RE: VARIOUS CHIEF RESTRUCTURING OFFICER CANDIDATES (1.6);
PREPARE CHIEF RESTRUCTURING OFFICER COMMENTS AND NOMINATIONS FOR SUBMISSION TO
MEDIATOR (1.6); CONFERENCE WITH G. WEST RE: CHIEF RESTRUCTURING OFFICER (.2).
LOCATE DOCUMENTS WITH RESPECT TO T. HICKS LOAN AND SUBSCRIPTION OBLIGATIONS TO HSG
AND TRBP (.7); REVIEW DEED OF TRUST AND OTHER CREDIT DOCUMENTS WITH RESPECT TO SAME
(.8); REVIEW CREDIT DOCUMENTS WITH RESPECT TO VARIOUS ARGUMENTS MADE DURING JUNE
15TH HEARING, INCLUDING OBLIGATIONS OF DEBTOR ABOVE GUARANTY OBLIGATIONS, TRANSFERS
OF ASSETS NOT PERMITTED (1.1).
PREPARE FOR AND PARTICIPATE IN MEET AND CONFER ON DISCOVERY ISSUES WITH D. DUMMER
AND V. BEAGLES (.8); COORDINATE DOCUMENTS AND INFORMATION TO PROVIDE TO CHIEF
RESTRUCTURING OFFICER AND HIS TEAM (1.7).
REVISE PLAN AND PREPARE SAME AND BLACKLINE FOR FILING (.8); CORRESPOND AND TELEPHONE
CONFERENCE WITH K. FISCHER RE: SAME (.4); MULTIPLE CORRESPONDENCE WITH ALIXPARTNERS RE:
BALLOTING (.3); TELEPHONE CONFERENCE WITH J. FABIANI AND C. CHEN RE: SAME (.2); FURTHER
CORRESPONDENCE WITH J. FABIANI RE: SAME (.1); REVIEW DECISION ON CONFIRMATION HEARING
(.1); TELEPHONE CONFERENCES WITH B. BROWN RE: CHIEF RESTRUCTURING OFFICER INFORMATION
REQUESTS (.3); PREPARE FOR AND TELEPHONE CONFERENCE WITH SAME AND M. JUNIPER RE: SAME
(.4).
ASSIST WITH INSTALLING RELATIVITY REVIEW PLATFORM AND ANSWER END-USER QUESTIONS
RELATING TO DOCUMENT PRODUCTION PER D. DUMMER AND S. DECKER (1.6).
EMAILS WITH P. NELIGAN AND G. WEST RE: STATUS OF CHIEF RESTRUCTURING OFFICER (.2);
NEGOTIATIONS AND MULTIPLE CALLS AND CORRESPONDENCE WITH COUNSEL FOR CHIEF
RESTRUCTURING OFFICER RE: MOTION AND ORDER (2.2); REVIEW AND REVISE RESPONSE TO MOTION
TO COMPEL (1.8).
DISCUSS PURCHASE PRICE AND BID COMPARISON CHARTS WITH B. FUNK, K. COFSKY AND B. BROWN
(.4); REVIEW AND REVISE SECTION 1129(A)(3) OF BRIEF (1.2); REVIEW AND REVISE "PRE-PETITION
TRANSFER" SECTION OF BRIEF (.6).
CONFERENCE CALL WITH C. PERSONS AND M. PRICE BROWN RE: ASSET PURCHASE AGREEMENT AND
BIDDING PROCEDURES (.2); REVIEW AND REVISE BIDDING PROCEDURES (.9); OFFICE CONFERENCE
WITH C. PERSONS RE: ASSET PURCHASE AGREEMENT AND BIDDING PROCEDURES (.4);
COMMUNICATION WITH C. PERSONS RE: CONFIRMATION HEARING BRIEF ISSUES (.1); OFFICE
CONFERENCE WITH R. VELEVIS TO ANALYZE ASSET PURCHASE AGREEMENT RE: CONFIRMATION
HEARING BRIEF ISSUES (.4); PREPARE AND REVISE DISCUSSION MATERIALS RE: CHIEF
RESTRUCTURING OFFICER DISCUSSION AND REQUESTS (1.4); MULTIPLE EMAIL CORRESPONDENCE
WITH G. WEST, Y. GARCIA, K. COFSKY AND M. PRICE BROWN RE: RESPONSE TO CRANE DILIGENCE
REQUESTS (.4); TELEPHONE CONFERENCE WITH G. WEST RE: THE SAME (.1); COMMUNICATE WITH M.
PRICE BROWN RE: THE SAME (.1); REVIEW AND REVISE WITNESS PREPARATION MATERIALS FOR
BANKRUPTCY HEARINGS (1.7); ANALYZE ALLEGATIONS OF LENDERS AND REVIEW RELATED
DISCOVERY (.9); CONFER WITH G. WEST AND M. PRICE BROWN RE: THE SAME (1.0); MULTIPLE EMAIL
CORRESPONDENCE WITH D. DUMMER RE: LENDER'S DISCOVERY REQUESTS (.4); ANALYZE RESPONSE
RE: LENDER'S DISCOVERY REQUESTS (.5); MULTIPLE EMAIL COMMUNICATIONS WITH R. BERKOVICH,
G.WEST, M. SASLAW AND M. LARSON RE: ACE INSURANCE PROPOSED AMENDMENT TO PLAN (.3);
ANALYZE ASSET PURCHASE AGREEMENT AND PLAN RE: ACE INSURANCE PROPOSED AMENDMENT TO
PLAN (.6); MULTIPLE EMAIL COMMUNICATIONS WITH C. CHEN, M. LARSON, AND M. PRICE BROWN RE:
ANALYSIS OF LITIGATION AGAINST TRBP (.4); COORDINATE RESPONSE TO CHIEF RESTRUCTURING
OFFICER DISCOVERY REQUESTS (.6); MULTIPLE EMAIL CORRESPONDENCE WITH R. VELEVIS AND M.
PRICE BROWN RE: THE SAME (.3).
REVIEW DOCUMENTS AND CONSIDER ISSUES RELATED TO DISCOVERY (6.1); REVIEW RESEARCH
RELATED TO CASE ISSUES (.4).
CONTINUE DRAFTING AND REVISING BID PROCEDURES MOTION, BID PROCEDURES AND ORDER (7.7);
CONFERENCES WITH M. LARSON RE: SAME (.4); REVIEW ADDITIONAL COMMENTS FROM FULBRIGHT
AND WHITE AND CASE RE: SAME (.8); REVIEW OBJECTION OF NEW ERA CAP TO PLAN (.2).
CONFERENCE WITH M. SOSLAND RE: MEDIATION (.1); EMAILS WITH L. LE CLAIR RE: MEDIATION (.2);
ATTEND MEDIATION SESSION AT FULBRIGHT (10.0); REVIEW AND REVISE EXTENSION BRIEF (.6);
CONFERENCE WITH M. SOSLAND RE: REPORT ON W. SNYDER ISSUES FOLLOWING MEDIATION (.3).
REVIEW DOCUMENTS FOR T. HICKS DEPOSITION (.7); REVIEW AND REVISE K. FISCHER DEPOSITION
PREP (.9).
RESEARCH ISSUES RELATED TO AND REVISE BEST INTEREST INSERT FOR CONFIRMATION BRIEF (9.1);
TELEPHONE CONFERENCE WITH COUNSEL TO RBE, R. BERKOVICH, AND S. SCHMIDT RE:
CONFIRMATION REQUIREMENTS (.4).
REVIEW OBJECTION FILED BY TEXAS COMPTROLLER (.8); REVIEW CASES RELATED TO SAME (1.3);
DRAFT RESPONSE SUMMARY (2.1); CORRESPONDENCE AND CONFERENCES WITH R. BERKOVICH, M.
LARSON AND B. BROWN RE: SAME (.4); TELEPHONE CONFERENCE WITH S. SCHMIDT RE: OBJECTIONS
TO PLAN (.2).
REVIEW AND REVISE CONFIRMATION BRIEF (2.1); REVIEW AND REPLY TO EMAILS FROM TEAM RE:
SAME (.2); EMAILS WITH M. LARSON AND C. CHEN RE: PLAN AND SETOFF ISSUES (.2); CONFER WITH C.
PERSONS RE: CONFIRMATION BRIEF (.1).
PHONE CONFERENCE WITH T. LAURIA RE: ASSET PURCHASE AGREEMENT, AUCTION, THREATENED
COMPLAINT (.4); EMAILS WITH G. WEST AND T. HICKS RE: BIDDING PROCEDURES (.2); PHONE
CONFERENCE WITH T. HICKS RE: SAME (.2); EMAILS WITH G. WEST, B. BROWN, AND M. BROWN RE:
BIDDING PROCESS AND AMENDMENT TO ASSET PURCHASE AGREEMENT (.8); FOLLOW UP CALL WITH
T. LAURIA AND CORRESPONDENCE RE: SAME (.3).
REVIEW AND REVISE FORM OF ASSET PURCHASE AGREEMENT RE: THE AUCTION PROCESS TO
CONFORM WITH AMENDMENT AND BANKRUPTCY COURT PROCEDURES (1.0); REVIEW AND REVISE
AMENDMENT TO SHARED CHARTER SERVICES AGREEMENT AGREED TO IN AMENDMENT TO ASSET
PURCHASE AGREEMENT (.9); MULTIPLE EMAIL CORRESPONDENCE WITH PERELLA WEINBERG TEAM
RE: COORDINATING BANKRUPTCY AUCTION PROCESS (.4); EMAIL CORRESPONDENCE WITH C. BRUMM
OF MLB RE: COORDINATING BANKRUPTCY AUCTION PROCESS (.1); REVIEW AND REVISE AUCTION
PROCESS LETTER RE: BANKRUPTCY AUCTION PROCEDURES (.9); CONFER WITH M. SASLAW RE: THE
SAME (.3); MULTIPLE EMAIL CORRESPONDENCE WITH WEIL TEAM RE: BID PROCESS LETTER (.4);
REVIEW AND REVISE MEMORANDUM AND REVIEW RELATED DILIGENCE RE: TRIAL STRATEGY ISSUES
(.8); REVIEW AND REVISE MOTION RE: BID PROCEDURES (.4); REVIEW AND REVISE SCHEDULES TO
ASSET PURCHASE AGREEMENT (.6); MULTIPLE EMAIL CORRESPONDENCE TO J. SHERIDAN RE:
COMMENTS TO THE SAME (.2); TELEPHONE CONFERENCE WITH J. SHERIDAN RE: THE SAME (.1);
REVIEW AD HOC LENDERS GROUP MOTION TO EXPEDITE RE: ANALYZING TRIAL STRATEGY ISSUES
(.4).
REVIEW AND REVISE BID PROCESS LETTER (.6); REVISE ASSET PURCHASE AGREEMENT TO CONFORM
TO BIDDING PROCEDURES ORDER (1.3); EMAIL CORRESPONDENCE WITH WEIL TEAM, K. COFSKY AND
M . KRAMER RE: BID PROCESS LETTER (.4).
ANALYZE AD HOC LENDERS GROUP MOTION TO EXPEDITE RE: TRIAL STRATEGY ISSUES AND
PREPARE RESPONSE (.6); ANALYSIS OF LENDER'S MOTION TO EXPEDITE RE: LITIGATION STRATEGY
(.4); OFFICE CONFERENCE WITH J. SHERIDAN RE: TRBP GOVERNANCE ISSUES (.1); MULTIPLE
TELEPHONE CONFERENCES WITH B. FUNK RE: COORDINATION OF AUCTION PROCESS (.8); MULTIPLE
EMAIL COMMUNICATIONS WITH M. PRICE BROWN AND J. SHERIDAN RE: COORDINATION OF AUCTION
PROCESS (.2); REVIEW AND REVISE DISCLOSURE SCHEDULES TO ASSET PURCHASE AGREEMENT (1.1);
MULTIPLE EMAIL CORRESPONDENCE WITH J. SHERIDAN RE: THE SAME AND DILIGENCE REQUESTS
(1.0); PREPARE AND REVISE LETTER RE: BANKRUPTCY AUCTION PROCESS (1.2); EMAIL
CORRESPONDENCE WITH WEIL TEAM RE: THE SAME (.4); REVIEW AND REVISE BANKRUPTCY
AUCTION CONFORMED VERSION OF ASSET PURCHASE AGREEMENT (1.3); MULTIPLE TELEPHONE
CONFERENCES WITH B. FUNK AND K. COFSKY RE: BANKRUPTCY AUCTION PROCESS (1.4); ANALYSIS
OF THE ASSET PURCHASE AGREEMENT AND BANKRUPTCY PLAN RE: ISSUES RELATED TO DALLAS
AND TARRANT COUNTY OBJECTIONS TO THE BANKRUPTCY PLAN (1.0); EMAIL CORRESPONDENCE
WITH BANKRUPTCY TEAM AND LITIGATION TEAM RE: RESPONSE TO CHIEF RESTRUCTURING OFFICER
DILIGENCE REQUESTS (.1); COORDINATE RESPONSE RE: CHIEF RESTRUCTURING OFFICER DILIGENCE
REQUESTS (.3).
MULTIPLE EMAILS WITH B. BROWN RE: DILIGENCE REQUESTS WITH RESPECT TO MATERIAL
CONTRACTS AND BID PROCEDURES (1.0); CONDUCT DILIGENCE RE: SAME AND CIRCULATE TO WEIL
TEAM (7.2); EMAILS WITH B. BROWN AND D. JAUCHEN RE: NON-DISCLOSURE AGREEMENTS WITH
RESPECT TO BID PROCEDURES (.2); EMAIL WITH K. COFSKY AND B. FUNK RE: INFORMATION FOR BID
LETTERS (.1); OFFICE CONFERENCE WITH B. BROWN ON GOVERNANCE ISSUES (.1).
REVIEW PLEADINGS FILED IN CASE WITH RESPECT TO BIDDING PROCEDURE (1.6); CORRESPONDENCE
WITH R. VELEVIS RE: SAME (.1).
REVIEW SPORTS CASE PRECEDENT FOR USE IN CONFIRMATION BRIEF (.2); REVISE RESPONSE TO
MOTION FOR RECONSIDERATION (1.1); CORRESPONDENCE TO K. JETT RE: HEARING ON MOTION TO
RECONSIDER (.2); REVIEW AND REVISE OBJECTION (1.7); REVIEW COMMENTS TO COFSKY
DECLARATION (.2); MULTIPLE CORRESPONDENCE WITH K. COFSKY RE: SAME (.2); CORRESPONDENCE
AND TELEPHONE CONFERENCE WITH M. MEEKINS RE: SAME (.2); REVISE COFSKY DECLARATION, PER
M. MEEKINS COMMENTS (.4).
EMAIL CORRESPONDENCE WITH R. BERKOVICH RE: THE RELEASE LANGUAGE IN THE ASSET
PURCHASE AGREEMENT (.3); CONFER RE: AUCTION FORM OF ASSET PURCHASE AGREEMENT WITH B.
BROWN (.3); REVIEW AND SUMMARIZE RELEASE LANGUAGE IN ASSET PURCHASE AGREEMENT AND
LAND SALE AGREEMENT (1.6); PREPARE AUCTION FORM OF ASSET PURCHASE AGREEMENT (3.6).
PREPARE FOR AND ATTEND MEETING WITH CHIEF RESTRUCTURING OFFICER'S COUNSEL RE:
COORDINATION AND POSSIBLE SETTLEMENT (3.1); PLAN MEETING WITH CHIEF RESTRUCTURING
OFFICER COUNSEL (.2); REVIEW AND REVISE SALE MOTION (.7); REVIEW AND REVISE SALE ORDER (.6);
REVIEW DOCUMENTS TO PREPARE FOR CONFIRMATION HEARING (2.7).
ASSIST WITH PREPARING T. HICKS' WITNESS BINDERS, INCLUDING CONDUCT AN EXTENSIVE REVIEW
OF THE MAIN CASE DOCKET FOR PLEADINGS REFERENCING HICKS OR THE HICKS' OVERDRAFT
PROTECTION AGREEMENT, DOWNLOAD RELEVANT PLEADINGS FOR INCLUSION IN THE WITNESS
BINDERS, ORGANIZE SAME, AND PREPARE AN INDEX OF SAME (6.4).
REVIEW AND REVISE COFSKY DECLARATION (.6); REVIEW AND REVISE CONFIRMATION BRIEF (2.3);
REVIEW AND REVISE FISCHER DECLARATION (.8); EMAIL TEAM RE: SAME (.1); REVIEW LENDERS'
DRAFT MOTION TO QUASH (.2); CALL WITH G. WEST, T. LAURIA, AND CHIEF RESTRUCTURING OFFICER
RE: PLAN AND ASSET PURCHASE AGREEMENT ISSUES (.5); REVIEW AND REVISE 363 MOTION AND
ORDER (.3); REVIEW PROPOSED SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (.1); DRAFT
EMAIL TO TEAM RE: SAME (.1).
MULTIPLE EMAIL COMMUNICATIONS WITH WEIL TEAM RE: BANKRUPTCY PLAN ISSUES (.2); REVIEW
AND REVISE K. FISCHER DECLARATION (3.8); EMAIL CORRESPONDENCE WITH K. FISCHER RE: THE
SAME (.4); ANALYSIS OF THE ASSET PURCHASE AGREEMENT RE: BANKRUPTCY PLAN CONFIRMATION
ISSUES (.9); ANALYZE CRG ANALYSIS OF GREENBERG TRANSACTION (.6); EMAIL CORRESPONDENCE
RE: THE SAME TO TEAM (.2); ANALYSIS OF ASSET PURCHASE AGREEMENT RE: GREENBERG'S RIGHT
TO BREAK-UP FEE (.9); REVIEW AND REVISE AMENDED BANKRUPTCY PLAN AND CHIEF
RESTRUCTURING OFFICER COMMENTS RE: THE SAME (1.2).
DRAFT CORRESPONDENCE TO TEAM RE: PLAN DISCUSSIONS (.5); DRAFT RESPONSE LETTER RE:
ALLEGATIONS RELATED TO PLAN AMENDMENTS (2.4); REVIEW PLAN OBJECTIONS AND REVISE
RELATED CHART (.8); CORRESPOND WITH R. BERKOVICH RE: 363 MOTION (.2); REVIEW ISSUES
RELATED TO TRANSFER OF CONFIDENTIAL INFORMATION UNDER 363 SALE (1.6); REVIEW AND REVISE
SALE ORDER (1.0).
REVIEW AND REVISE THIRD AMENDED PLAN OF REORGANIZATION (1.6); REVIEW AND REVISE K.
FISCHER DECLARATION (1.9); EMAIL CORRESPONDENCE RE: PLAN AND DECLARATION WITH M.
LARSON AND J. SHERIDAN (.8); REVIEW AND REVISE K. COFSKY DECLARATION (.9); REVIEW AND
REVISE CHIEF RESTRUCTURING OFFICER SETTLEMENT AGREEMENT (3.4); CONFERENCE WITH CHIEF
RESTRUCTURING OFFICER'S COUNSEL RE: THE SAME (.4); ANALYZE ASSET PURCHASE AGREEMENT
AND OTHER DEBTOR AGREEMENTS RE: PLAN OBJECTIONS (1.0); EMAIL CORRESPONDENCE WITH J.
SHERIDAN AND D. JAUCHEN RE: CONFIDENTIALITY OBLIGATIONS TO DEBTOR (.4); ANALYZE
DOCUMENTS REQUESTED BY BIDDERS RE: CONFIDENTIALITY AND PRIVILEGE ISSUES (.8); EMAIL
CORRESPONDENCE TO WEIL TEAM RE: PLAN OBJECTIONS (.5); MULTIPLE EMAIL CORRESPONDENCE
WITH J. SHERIDAN RE: BIDDER REQUESTS (.2).
RETRIEVE AND ASSEMBLE NUMEROUS PLAN OBJECTIONS AND RELATED DOCUMENTS (2.1).
REVIEW AND REVISE CONFIRMATION BRIEF AND FISCHER DECLARATION (2.0); CORRESPONDENCE
RE: CONFIRMATION ISSUES (.9); CORRESPONDENCE RE: DISCOVERY ISSUES AND CONFIDENTIALITY
PROVISIONS (.3).
DRAFT AND REVISE CONFIRMATION BRIEF (.6); REVIEW AND ANALYZE DOCUMENTS FOR PLACEMENT
ON EXHIBIT LIST (2.4).
REVIEW AND REVISE SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (1.9); REVIEW AND
REVISE PLAN OF REORGANIZATION (1.3); MULTIPLE EMAIL CORRESPONDENCE WITH WEIL
CORPORATE AND BANKRUPTCY TEAM RE: AMENDMENT TO ASSET PURCHASE AGREEMENT (1.6).
CORRESPOND WITH L. LAMBERT, P. COCKRELL, P. LAURIN AND J. WIELEBINSKI RE: OBJECTIONS (1.2);
REVISE STIPULATIONS RESOLVING OBJECTIONS (.5); ATTEND TO MULTIPLE ROUNDS OF REVISIONS TO
PLAN (2.4); CORRESPOND WITH INTERESTED PARTIES RE: SAME (1.0); PREPARE FOR CONFIRMATION
HEARING AND AUCTION, INCLUDING REVISION OF SCRIPTS, CHECKLISTS AND ARGUMENTS (2.0);
ANALYZE INDEMNIFICATION ISSUES (1.5); REVISE RESPONSE TO SALE OBJECTION (2.0); TELEPHONE
CONFERENCE WITH B. FORSHEY RE: SALE OBJECTION (.5); CONFERENCE WITH L. BOYNSTON RE:
INDEMNIFICATIONS (.4); CONFER AND CORRESPOND WITH C. AVERCH RE: ASSET PURCHASE
AGREEMENT AND PLAN (.6).
REVISE PLAN (1.8); CONFER AND CORRESPOND WITH LENDERS' COUNSEL RE: SAME (.8); PREPARE FOR
CONFIRMATION HEARING, INCLUDING MULTIPLE CORRESPONDENCE WITH AND COUNSEL RE:
RESOLVING OBJECTIONS AND PREPARING ARGUMENT AND EXHIBITS (3.5).
REVIEW AND REVISE SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (2.3); REVIEW AND
REVISE TRANSITION SERVICES AGREEMENT (2.1); REVIEW AND REVISE CLOSING CHECKLIST (1.4);
REVIEW AND REVISE PLAN OF REORGANIZATION (1.6).
REVIEW AND REVISE SELLER AND PURCHASER SETTLEMENT STATEMENTS (1.7); REVIEW AND REVISE
CLOSING CERTIFICATE (.1); REVIEW AND REVISE JOINT ESCROW RELEASE CERTIFICATE (.1); REVIEW
EMAIL CORRESPONDENCE RE: CLOSING MATTERS (1.4); REVIEW EMAIL CORRESPONDENCE RE:
RANGERS CLUB TRUST EQUITY TRANSFER ISSUES (.6); REVIEW AND REVISE RANGERS CLUB TRUST
TRANSFER DOCUMENTS (.4); REVIEW EMAIL CORRESPONDENCE RE: CHIEF RESTRUCTURING OFFICER
AND LENDER REQUESTS (.4); REVIEW EMAIL CORRESPONDENCE RE: COORDINATION OF TRANSFER OF
TRBP BANK ACCOUNTS (.2); PREPARE COOPERATION AGREEMENT BETWEEN TRBP AND RANGERS
BASEBALL EXPRESS LLC (.6); REVIEW AMENDMENT TO ASSET PURCHASE AGREEMENT (.8); REVIEW
EMAIL CORRESPONDENCE RE: LENDER RELEASE OF LIENS (.2); REVIEW AND REVISE LENDER LIENS
RELEASE AND PAY OFF LETTERS (.3); REVIEW EMAIL CORRESPONDENCE RE: CLOSING MATTERS (.9);
REVIEW EMAIL CORRESPONDENCE RE: AMENDMENT TO SHARED CHARTER SERVICES AGREEMENT
(.3); REVIEW AND REVISE TRANSITION SERVICES AGREEMENT AND EXHIBIT (.3); REVIEW EMAIL
CORRESPONDENCE RE: THE SAME (.4); REVIEW EMAIL CORRESPONDENCE RE: CLOSING MECHANICS
(.2); PREPARE FUNDS FLOW MEMORANDUM (.6); REVIEW EMAIL CORRESPONDENCE RE: THE SAME (.2);
REVIEW AND REVISE DISCLOSURE SCHEDULES TO THE ASSET PURCHASE AGREEMENT (1.2); REVIEW
EXECUTION CLOSING DOCUMENTS AND COORDINATE RELATED CLOSING MATTERS (.8); REVIEW AND
REVISE ASSIGNMENT AND ASSUMPTION AGREEMENTS AND BILL OF SALE (.2); REVIEW EMAIL
CORRESPONDENCE RE: THE SAME (.1); REVIEW EMAIL CORRESPONDENCE RE: THE SAME (.2); REVIEW
AND REVISE INTELLECTUAL PROPERTY TRANSFER AGREEMENTS (.3); REVIEW EMAIL
CORRESPONDENCE RE: COORDINATING WIRE TRANSFERS (.2).
REVIEW AND EMAIL CORRESPONDENCE RE: VARIOUS CLOSING DOCUMENTS IN PREPARATION FOR
CLOSING (4.4); REVIEW REVISED BILL OF SALE AND REVISED ASSIGNMENT AND ASSUMPTION
AGREEMENT (.9); DRAFT MLB CLUB TRUST LOST OWNER CERTIFICATE (.8); REVIEW SCHEDULES (1.3);
REVIEW LIEN SEARCHES (.8); PREPARE SIGNATURE PAGES AND EXECUTION DRAFTS OF DOCUMENTS
(1.8); REVIEW AND REVISE ASSIGNMENT AND ASSUMPTION AND SUPPLEMENT TO TRANSFER
AGREEMENT (1.1).
CONFER WITH M. LARSON RE: NOTICE OF EFFECTIVE DATE (.2); REVISE SAME (.8); DRAFT MULTIPLE
CORRESPONDENCE TO M. SOSLAND AND R. BERKOVICH RE: SAME (.2); CONFER WITH WEIL TEAM RE:
SERVICE OF NOTICE OF EFFECTIVE DATE (.3).
REVIEW AND REVISE FUNDS FLOW (.8); REVIEW EMAIL CORRESPONDENCE RE: THE SAME (.7); REVIEW
AND REVISE TRANSITION SERVICES AGREEMENT (.3); REVIEW EMAIL CORRESPONDENCE RE: THE
SAME (.7); REVIEW AND REVISE CLUB TRUST TRANSFER OPINION (.2); REVIEW EMAIL
CORRESPONDENCE RE: THE SAME (.2); REVIEW AND REVISE RANGERS CLUB TRUST TRANSFER
AGREEMENTS (.2); REVIEW AND REVISE COOPERATION AGREEMENT BETWEEN TRBP AND RANGERS
BASEBALL EXPRESS LLC (2.2); REVIEW AND REVISE DISCLOSURE SCHEDULES TO ASSET PURCHASE
AGREEMENT (.7); REVIEW EMAIL CORRESPONDENCE RE: THE SAME (.3); REVIEW AND REVISE
CLOSING CHECKLIST (.9); REVIEW EMAIL CORRESPONDENCE RE: CLOSING MECHANICS AND
COORDINATION (.8); REVIEW AND REVISE INTELLECTUAL PROPERTY TRANSFER AGREEMENTS (.1);
REVIEW EMAIL CORRESPONDENCE RE: THE SAME (.2); REVIEW EMAIL CORRESPONDENCE RE: THE
SAME (.3); MULTIPLE CONFERENCE CALLS WITH WEIL LEGAL TEAM, MLB LEGAL TEAM AND FOLEY
LEGAL TEAM RE: CLOSING MECHANICS (.8); TELEPHONE CONFERENCE WITH WEIL TEAM RE: A.
JACOBS' APPOINTMENT AS OFFICER OF TRBP (.2).
ATTEND TO VARIOUS RANGERS CLOSING ITEMS (1.3); FINALIZE AND DELIVER LEGAL OPINION (1.5).
PREPARE EXECUTION DOCUMENTS FOR DATAROOM (3.0); EMAIL WITH T. MAPLES RE: SAME AND
WEIL CORPORATE TEAM RE: SAME (.1).
RESPOND TO INFORMATION REQUEST RE: PURCHASE PRICE UNDER ASSET PURCHASE AGREEMENT
AND EMAIL EXCHANGE WITH PWP REPRESENTATIVE AND M. LARSON RE: SAME (.7).
REVIEW CORRESPONDENCE FROM GREENBERG COUNSEL RE: OPEN CLOSING DOCUMENT ISSUES AND
REVIEW LIST OF SAME (2.7).
REVIEW CORRESPONDENCE FROM GREENBERG COUNSEL RE: VARIOUS OUTSTANDING ISSUES (.3).
MULTIPLE EMAIL CORRESPONDENCE WITH L. LECLAIR RE: DILIGENCE REQUESTS RELATED TO TRBP
AND AFFILIATE TRANSACTIONS (.4); MULTIPLE EMAIL COMMUNICATIONS WITH CRANE ADVISORS, M.
JUNIPER AND J. SHERIDAN RE: DILIGENCE ISSUES (.5); MULTIPLE TELEPHONE CONFERENCES WITH J.
SHERIDAN RE: THE SAME (.4); REVIEW AND REVISE TRBP MOTION RE: ANALYSIS OF ASSET PURCHASE
AGREEMENT AND RELATED TRANSACTIONS (.7); EMAIL CORRESPONDENCE RE: THE SAME TO C.
PERSONS (.3); EMAIL CORRESPONDENCE RE: THE SAME WITH M. PRICE BROWN (.1); ANALYZE ASSET
PURCHASE AGREEMENT AND LITIGATION STRATEGY RE: RANGERS BASEBALL EXPRESS LLC
ALLEGATIONS OF BREACH OF ASSET PURCHASE AGREEMENT (.9); PREPARE RESPONSE RE: RANGERS
BASEBALL EXPRESS LLC ALLEGATIONS OF BREACH OF ASSET PURCHASE AGREEMENT (.6).
REVIEW AND REVISE CENTERFIELD OFFICE BUILDING NOTICE LETTER (.8); CONFERENCE CALL WITH
P. DANZE AND J. SHERIDAN RE: SCHEDULES (.3); CONFERENCE WITH M. SASLAW AND B. BROWN RE:
TRANSITION SERVICES AGREEMENT AND INDEMNITY ESCROW AGREEMENT (.7).
EXCHANGE MULTIPLE CORRESPONDENCE WITH COUNSEL FOR CUBAN RE: RADICAL PITCH
AFFILIATES (.6); ADDRESS RADICAL PITCH DILIGENCE (.1); REVIEW CORRESPONDENCE RE: SALE
ISSUES (.2).
MULTIPLE TELEPHONE CONFERENCES WITH K. SCHULZ RE: ASSET PURCHASE AGREEMENT (.4);
MULTIPLE TELEPHONE CONFERENCES WITH M. JUNIPER, W. SNIDER AND M. SASLAW RE: THE SAME
(.3).
REVIEW AND REVISE EMERALD DIAMOND PAY OFF AND DIRECTION LETTERS (.4); REVIEW AND
REVISE LENDER RELEASES AND PAY OFF LETTERS (.2); REVIEW EMAIL CORRESPONDENCE RE: THE
SAME (.2); REVIEW AND REVISE CLOSING CHECKLIST (.9); REVIEW EMAIL CORRESPONDENCE RE:
CLOSING MECHANICS (1.8); REVIEW EMAIL CORRESPONDENCE RE: CHIEF RESTRUCTURING OFFICER
REQUESTS (.3); REVIEW AND REVISE TRANSITION SERVICES AGREEMENT AND EXHIBIT (2.3); REVIEW
EMAIL CORRESPONDENCE RE: THE SAME (.4); REVIEW EMAIL CORRESPONDENCE RE: CLOSING
MECHANICS AND ISSUES (.7); REVIEW AND REVISE RANGERS CLUB TRUST TRANSFER AGREEMENTS
(.3); REVIEW AND REVISE LEGAL OPINION RE: THE SAME (.3); REVIEW EMAIL CORRESPONDENCE RE:
THE SAME (.9); REVIEW AND REVISE FUNDS FLOW MEMORANDUM (1.1); REVIEW EMAIL
CORRESPONDENCE RE: THE SAME (.4); REVIEW AND REVISE COOPERATION AGREEMENT BETWEEN
TRBP AND RANGERS BASEBALL EXPRESS LLC (.7); REVIEW EMAIL CORRESPONDENCE RE: THE SAME
(.4); REVIEW EMAIL CORRESPONDENCE RE: TRANSFER OF TRBP BANK ACCOUNTS (.3); PREPARE EMAIL
CORRESPONDENCE TO L. LECLAIR RE: EXECUTION OF CLOSING DOCUMENTS (.5); REVIEW EMAIL
CORRESPONDENCE RE: PURCHASER DILIGENCE REQUESTS (.2); REVIEW EMAIL CORRESPONDENCE RE:
CLOSING MECHANICS AND RELATED ISSUES (.6); REVIEW AND REVISE JOINT ESCROW RELEASE
AGREEMENT (.1); REVIEW EMAIL CORRESPONDENCE RE: THE SAME (.1); REVIEW AND REVISE
INTELLECTUAL PROPERTY TRANSFER AGREEMENTS (.2); REVIEW EMAIL CORRESPONDENCE RE: SAME
(.3); REVIEW AND REVISE DISCLOSURE SCHEDULES TO ASSET PURCHASE AGREEMENT (3.5); REVIEW
ASSIGNMENT AND ASSUMPTION AGREEMENTS AND BILL OF SALE (.1); REVIEW AND REVISE A.
JACOBS ENGAGEMENT LETTER (.3); REVIEW EMAIL CORRESPONDENCE RE: A. JACOBS' ENGAGEMENT
(.4).
VARIOUS REVISIONS AND FINALIZATION TO DIP CREDIT AGREEMENT AND DIP ORDER (4.9).
DRAFT TRBP COMPLIANCE CHECKLIST FOR COMPLIANCE WITH DIP LOAN DOCUMENTS AND DIP
ORDER (1.8); COMMUNICATE WITH C. GLEASON RE: DEBT COMPLIANCE MEMORANDUM (.3).
CONFERENCE WITH L. BARTRAM RE: FILING/SERVICE OF PROPOSED FINAL DIP ORDER (.2);
TELEPHONE CONFERENCE WITH C. PERSONS RE: SAME (.1); MULTIPLE CORRESPONDENCE WITH C.
GLEASON RE: SAME (.2); REVIEW AND REVISE FORM OF PROPOSED FINAL DIP ORDER (1.0);
CORRESPONDENCE TO C. GLEASON RE: SAME (.1); CONFERENCE WITH C. GLEASON, B. THORSTAD,
AND C. CHEN RE: CREDIT CARD PROGRAM (1.0); CONFERENCE WITH C. GLEASON AND B. THORSTAD
RE: PROPOSED FINAL DIP ORDER AND MULTIPLE TELEPHONE CONFERENCES WITH R. BERKOVICH, C.
GLEASON, B. THORSTAD, AND C. CHEN RE: SAME (1.4); LENGTHY CORRESPONDENCE TO M. LARSON
RE: UPLOADING OF ORDER (.1); CONFERENCE WITH M. LARSON AND C. GLEASON RE: DIP (.5).
COMMUNICATIONS WITH C. GLEASON RE: COMMENTS TO PROPOSED FINAL DIP ORDER (.8); MULTIPLE
CORRESPONDENCE TO R. BERKOVICH RE: SAME (.3); CONFERENCE WITH C. GLEASON RE: SAME (.2);
CONFERENCE WITH L. BARTRAM RE: SERVICE OF BRIEFS (.1); TELEPHONE CONFERENCE WITH M.
LARSON RE: SAME (.1); CONFERENCE WITH M. LARSON RE: STRATEGY FOR FINAL DIP ORDER (.2);
REVIEW DISCLOSURE STATEMENT PROVISIONS RE: DIP FINANCE AND REVISE SAME (.2);
CORRESPONDENCE TO B. THORSTAD AND C. PERSONS RE: SAME (.1); CONFERENCE WITH M. LARSON
RE: SAME (.2).
CORRESPONDENCE WITH WEIL BANKRUPTCY TEAM RE: FINAL DIP ORDER ISSUES (.3); COMMUNICATE
WITH R. BERKOVICH, C. CHEN AND K. MCDONALD RE: SAME (.3); REVIEW CORRESPONDENCE FROM
U.S. TRUSTEE AND MLB RE: SAME (.1); DRAFT CORRESPONDENCE TO U.S. TRUSTEE AND MLB
COUNSEL RE: REVISIONS TO FINAL DIP ORDER (.2); REVIEW ADDITIONAL CORRESPONDENCE FROM
U.S. TRUSTEE RE: FINAL DIP ORDER (.1); REPLY TO SAME (.1); REVIEW CORRESPONDENCE RE: REVISED
DIP ORDER ISSUES (.2); REPLY TO R. BERKOVICH RE: SAME (.1); REVIEW REVISED VERSION OF DRAFT
OF ORAL ARGUMENT (.2); REVIEW FOLLOW-UP CORRESPONDENCE FROM U.S. TRUSTEE RE: DIP ORDER
(.1); REVIEW/PREPARE COMMENTS TO REVISED LENDER BRIEF COUNTERARGUMENT INSERT (1.2);
COMMUNICATE WITH K. MCDONALD RE: BRIEF COUNTERARGUMENT AND INSERT COMMENTS (.5);
REVIEW/ANALYZE SUMMARY OF CREDIT DOCUMENT/PLEDGE AGREEMENT ISSUES AND ADDITIONAL
LENDER BRIEF ISSUES (1.9); REVIEW WITNESS DIRECT EXAM OUTLINE (.5); CORRESPONDENCE TO A.
RIGBY RE: PURCHASER CONSENT ISSUE IN RESPECT OF WELLS FARGO CREDIT CARD PROGRAM (.1).
Summary of Professional Services Rendered by Weil, Gotshal & Manges LLP for the
Period May 24, 2010 through August 12, 2010
US_ACTIVE:\43512233\13\74863.0038
SUMMARY OF PROFESSIONAL SERVICES RENDERED
BY WEIL, GOTSHAL & MANGES LLP FOR THE PERIOD
MAY 24, 2010 THROUGH AUGUST 12, 2010
US_ACTIVE:\43512233\13\74863.0038
NAME OF DEPARTMENT HOURLY TOTAL HOURS TOTAL
PROFESSIONAL AND YEAR RATE BILLED COMPENSATION
ADMITTED
ASSOCIATES:
Bharj, Amardeep K. BFR-2009 $395.00 69.90 $27,610.50
Bremer, Carmen E. LIT-2003 $665.00 60.40 $40,166.00
Brown, Brandye L. CORP-2002 $685.00 614.70 $420,418.75
Brown, Mandisa S. Price CORP-2007 $550.00 274.20 $150,810.00
Burton, Casey A. LIT-2008 $455.00 147.10 $66,930.50
Chen, Charlie BFR-2007 $515.00 586.90 $302,253.50
Cheng, Jennifer CORP-2007 $515.00 2.20 $1,133.00
Christensen, Nathanael J. CORP-2002 $665.00 53.40 $35,511.00
D’Amico, Brian J. LIT-2005 $595.00 8.50 $5,057.50
Decker, Sarah M. LIT-2006 $550.00 13.00 $7,150.00
Dummer, David W. LIT-1999 $695.00 542.00 $365,396.25
Encarnacion, Erik LIT-2007 $550.00 341.40 $187,770.00
Evans, Christopher L. LIT-2008 $395.00 104.10 $41,119.50
Fusco, Sandra Y. LIT-2009 $395.00 53.00 $20,935.00
Gail, David B. CORP-2008 $455.00 3.10 $1,410.50
Ganesh, Jennifer N. BFR-2010 $455.00 2.00 $910.00
Ger, Kwang-chien B. CORP-2003 $665.00 2.80 $1,862.00
Gleason, Christopher C. CORP-2000 $695.00 175.70 $121,416.50
Goodman, Max A. TAX-2004 $665.00 0.70 $465.50
Hubana, Lidija Contract Atty.- $250.00 12.30 $3,075.00
LIT-2001
Kaufman, Marcie R. LIT-2006 $595.00 18.30 $10,888.50
Klein, Daniel S. LIT-2009 $515.00 113.00 $58,195.00
Kotcher, Liani G. LIT-2004 $630.00 15.70 $9,891.00
Larson, Michelle V. BFR-1996 $695.00 408.60 $283,351.50
McDonald, Kelly E. BFR-2008 $550.00 502.00 $274,780.00
Merson, Regina BFR-2007 $515.00 7.30 $3,759.50
Meyer, Jill D. CORP-2009 $395.00 17.00 $6,715.00
Novak, Kristina L. TAX-2005 $550.00 2.00 $1,100.00
O’Connor, John T. LIT-2007 $515.00 41.00 $21,115.00
Obaro, Bambo LIT-2009 $395.00 20.30 $8,018.50
Pellafone, Ricardo P. LIT-2006 $550.00 15.40 $8,470.00
Persons, Charles M. BFR-2007 $515.00 445.30 $228,145.00
Reddy, Deepak CORP-2000 $695.00 1.90 $1,320.50
Rigby, Aaron J. CORP-2007 $515.00 82.00 $42,230.00
Schecter, Eric A. TAX-2005 $595.00 15.80 $9,401.00
Schmidt, Stefanie K. BFR-2008 $515.00 404.80 $204,146.00
Seymour, Jennifer A. CORP-2007 $515.00 4.90 $2,523.50
Sheridan, Jessica CORP-2008 $455.00 355.20 $161,388.50
Smith, Leslie S. CORP - 1995 $695.00 18.10 $12,579.50
Thomas, Rebecca A. BFR-2006 $550.00 1.10 $605.00
Thorstad, Brett S. CORP-2006 $550.00 132.80 $73,040.00
Velevis, Robert S. LIT-2004 $630.00 261.30 $164,619.00
US_ACTIVE:\43512233\13\74863.0038
NAME OF POSITION DEPT. HOURLY TOTAL TOTAL
PROFESSIONAL RATE HOURS COMPENSATION
BILLED
US_ACTIVE:\43512233\13\74863.0038
PROFESSIONALS BLENDED RATE TOTAL HOURS TOTAL
BILLED COMPENSATION
TOTALS:
Partners and Of Counsel $806.00 1,969.40 $1,587,333.75
Associates $569.24 5,951.20 $3,387,683.00
Paraprofessionals $225.81 974.10 $219,960.00
Total Fees Requested 8,894.70 $5,194,976.75
US_ACTIVE:\43512233\13\74863.0038
COMPENSATION BY PROJECT CATEGORY FOR SERVICES RENDERED BY
WEIL, GOTSHAL & MANGES LLP FOR THE PERIOD
MAY 24, 2010 THROUGH AUGUST 12, 2010
TASK DESCRIPTION HOURS AMOUNT
CODE
010 Case Administration 210.40 $63,759.00
011 Billing/Fee Applications – Other 5.50 $2,832.50
Professionals
013 Retentions – Other Professionals 57.80 $28,589.50
015 Non-Working Travel 196.00 $129,772.50
016 Hearings and Court Matters 1,317.30 $738,979.00
020 Client Communications 124.20 $89,259.50
021 Committee Issues/Meetings/Communications 40.40 $24,353.50
022 General Case Strategy/Internal 1,028.20 $706,966.50
Communications & Meetings
030 Automatic Stay 28.00 $15,697.50
031 Claims Settlement Issues 78.20 $42,577.00
033 MLB Issues 31.00 $19,377.50
034 Schedules/Statement of Financial Affairs/ 116.80 $68,412.50
US Trustee
035 General Corporate/Securities Issues and 13.10 $7,264.50
Documentation
040 General Tax Issues 10.30 $5,992.00
042 General Insurance Issues 8.00 $4,313.00
043 Secured Creditor Issues 0.40 $396.00
044 General Customer/Vendor/Unsecured Creditor 45.30 $24,142.50
Issues
045 General Business Operations 1.50 $1,145.50
046 Real Property/Contract/365 Issues 153.30 $89,919.00
047 Employee/Retention/Severance Issues 26.80 $16,166.00
048 Plan Confirmation and Implementation 4,895.10 $2,881,129.50
049 Asset Sale Issues 299.50 $172,642.50
050 Financing/Cash Collateral/DIP 207.60 $126,176.00
US_ACTIVE:\43512233\13\74863.0038
Exhibit C
US_ACTIVE:\43512233\13\74863.0038
ITEMIZED DISBURSEMENTS - 77252.0004 - Chapter 11
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
LOCAL TRANSPORTATION
VENDOR: WG&M LLP - PETTY CASH NY; INVOICE#: 20100609;
DATE: 6/9/2010 - NY PETTY CASH 06/09/10. S.SCHMIDT -
INTERNET - CHARGES WHILE IN HOTEL, 06/03/10
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
LOCAL TRANSPORTATION
VENDOR: WG&M LLP - DALLAS PETTY CASH; INVOICE#:
20100629; DATE: 6/29/2010 - REIMBURSE DALLAS OFFICE
PETTY CASH FOR 6/8 - 6/29/10 - 6/18/10 MILEAGE AND PARKING
AT HEARING
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
LOCAL TRANSPORTATION
VENDOR: SOSLAND, MARTIN A. INVOICE#:
CREX0046584307261912 DATE: 7/26/2010
PARKING JUL 09, 2010 - ATTEND HEARING IN FORT WORTH
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
LOCAL TRANSPORTATION
VENDOR: BERKOVICH, RONIT J. INVOICE#:
CREX0048650508091958 DATE: 8/9/2010
TAXI/CAR SERVICE JUL 14, 2010 - TAXI FROM WORK TO HOME.
- FROM/TO: WGM/HOME
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TRAVEL
VENDOR: WU, KIM INVOICE#: CREX0041120206241905 DATE:
6/24/2010
GRATUITIES JUN 14, 2010 - TEXAS RANGERS HEARING -
DALLAS TX
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TRAVEL
VENDOR: BERKOVICH, RONIT J. INVOICE#:
CREX0041246206241905 DATE: 6/24/2010
TAXI/CAR SERVICE JUN 13, 2010 - TRAVEL TO DALLAS TO PREP
FOR AND ATTEND HEARING. - FROM/TO: AIRPORT/HOTEL
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TRAVEL
VENDOR: BERKOVICH, RONIT J. INVOICE#:
CREX0041246206241905 DATE: 6/24/2010
AGENCY FEE'S, TICKET:8900524722082, JUN 13, 2010 - TRAVEL
TO DALLAS TO PREP FOR AND ATTEND HEARING.
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TRAVEL
VENDOR: BERKOVICH, RONIT J. INVOICE#:
CREX0044804707151817 DATE: 7/15/2010
BAGGAGE FEES JUL 09, 2010 - TRIP TO DALLAS FOR TRBP CASE.
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TRAVEL
VENDOR: DUMMER, DAVID W. INVOICE#:
CREX0046643807261912 DATE: 7/26/2010
ROOM AND TAX JUL 18, 2010 - ATTEND DEPOSITION IN NEW
YORK
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TRAVEL
VENDOR: BERKOVICH, RONIT J. INVOICE#:
CREX0046632608091958 DATE: 8/9/2010
TAXI/CAR SERVICE JUL 19, 2010 - TRAVEL TO DALLAS FOR
HEARING. - FROM/TO: AIRPORT/HOTEL
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TRAVEL
VENDOR: BERKOVICH, RONIT J. INVOICE#:
CREX0048500308091958 DATE: 8/9/2010
BAGGAGE FEES JUL 30, 2010 - TRAVEL TO DALLAS - PREPARE
FOR HEARING.
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TRAVEL
VENDOR: BERKOVICH, RONIT J. INVOICE#:
CREX0046632608091958 DATE: 8/9/2010
ROOM AND TAX JUL 22, 2010 - TRAVEL TO DALLAS FOR
HEARING.
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TRAVEL
VENDOR: BERKOVICH, RONIT J. INVOICE#:
CREX0048578808111904 DATE: 8/11/2010
ROOM AND TAX AUG 05, 2010 - TRAVEL TO DALLAS - PREP FOR
CONFIRMATION
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TRAVEL
VENDOR: BERKOVICH, RONIT J. INVOICE#:
CREX0048578808111904 DATE: 8/11/2010
AGENCY FEE'S, TICKET:8900526108701, AUG 01, 2010 - TRAVEL
TO DALLAS - PREP FOR CONFIRMATION
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TRAVEL
VENDOR: GARCIA, YOLANDA C. INVOICE#:
CREX0049620608262026 DATE: 8/26/2010
AGENCY FEE'S, TICKET:8900525904898, JUL 25, 2010 -
DEPOSITION PREP AND DEPOSITION OF TOM HICKS
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TRAVEL
VENDOR: DUMMER, DAVID W. INVOICE#:
CREX0048157109011842 DATE: 8/31/2010
AIRFARE, DOMESTIC BUSINESS, TICKET:AA7894671187, JUL 24,
2010 - PREPARE FOR AND ATTEND T. HICKS DEPOSITION AND
PREP. - FROM/TO: DFW/SAN
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TRAVEL
VENDOR: DUMMER, DAVID W. INVOICE#:
CREX0048157109011842 DATE: 8/31/2010
ROOM AND TAX JUL 25, 2010 - PREPARE FOR AND ATTEND T.
HICKS DEPOSITION AND PREP.
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
BUSINESS MEALS
VENDOR: PARADISE BAKERY & CAFE; INVOICE#: 20100901;
DATE: 9/1/2010 - MEAL EXPENSE 7/29 - 8/31/10 - MEAL ORDER
ON 8/3/10
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
DUPLICATING (FIRM)
PHOTOCOPIES MADE IN NEW YORK BETWEEN 5/17/2010 TO
5/24/2010
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
DUPLICATING (FIRM)
PHOTOCOPIES MADE IN DALLAS BETWEEN 6/14/2010 TO
6/21/2010
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
DUPLICATING (FIRM)
PHOTOCOPIES MADE IN DALLAS BETWEEN 7/26/2010 TO
8/1/2010
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
DUPLICATING (FIRM)
36681 PAGES PRINTED IN DALLAS BETWEEN 06/01/2010 TO
06/30/2010
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
DUPLICATING (FIRM)
602 PAGES SCANNED IN NEW YORK BETWEEN 06/09/2010 TO
06/30/2010
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
CORPORATION SERVICE
VENDOR: CT CORPORATION (POBOX 4349); INVOICE#: 6165056-
RI; DATE: 8/12/2010 - RANGERS CLUB TRUST - CERTIFICATE OF
GOOD STANDING, CERT COPY OF CERTIFICATE OF INC (DE).
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
COURT REPORTING
VENDOR: REHLING, KATHY; INVOICE#: 3829; DATE: 5/28/2010 -
TRANSCRIPTION SERVICES-TEXAS RANAGES BASEBALL
PARTNERS CASE# 10-43400-DML CHAPTER 11
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
COURT REPORTING
VENDOR: REHLING, KATHY; INVOICE#: 3907; DATE: 7/27/2010 -
TRANSCRIPTION SERVICES TEXAS RANAGERS BASEBALL
PARTNERS CASE# 10-43400-DML CHAPTER 11
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
COURT REPORTING
VENDOR: TSG REPORTING, INC.; INVOICE#: 072910-94774; DATE:
8/6/2010 - CERTIFIED TRANSCRIPT CASE: TEXAS RANGERS
BASEBALL PARTNERS DEPOSITION: G. WEST/K. FISCHER
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
ELECTRONIC RESEARCH
DALLAS PACER SERVICE CENTER CHARGED 07/01/10-07/31/10
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
TELEPHONE (CONFERENCE)
COURTCALL, 6/03/10, U.S. BANKRUPTCY COURT, N.D. TEXAS
(FORT WORTH), HONORABLE MICHEAL D. LYNN, TEXAS
RANGERS BASEBALL PARTNERS/10-43400.
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
DOMESTIC TRAVEL-MEALS
VENDOR: BERKOVICH, RONIT J. INVOICE#:
CREX0038653806151944 DATE: 6/15/2010
DINNER JUN 01, 2010 - TRAVEL TO DALLAS FOR WORK ON TR.
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
DOMESTIC TRAVEL-MEALS
VENDOR: BERKOVICH, RONIT J. INVOICE#:
CREX0044804707151817 DATE: 7/15/2010
OTHER FOOD/BEVERAGE JUL 09, 2010 - TRAVEL TO DALLAS
FOR TRBP CASE.
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
DOMESTIC TRAVEL-MEALS
VENDOR: BERKOVICH, RONIT J. INVOICE#:
CREX0048500308091958 DATE: 8/9/2010
BREAKFAST JUL 29, 2010 - TRAVEL TO DALLAS - PREPARE FOR
HEARING.
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
DOMESTIC TRAVEL-MEALS
VENDOR: BEYER, STEFANIE K. INVOICE#:
CREX0049205608131902 DATE: 8/13/2010
BREAKFAST AUG 03, 2010 - TRAVEL TO DALLAS RE: TEXAS
RANGERS' SALE - STEFANIE K. SCHMIDT
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
DOMESTIC TRAVEL-MEALS
VENDOR: WU, KIM INVOICE#: CREX0050317208251959 DATE:
8/25/2010
BREAKFAST AUG 06, 2010 - TEXAS RANGERS BASEBALL
PARTNERS HEARING
NAME/ DISB
DATE DESCRIPTION TYPE DISB ID# AMOUNT
US_ACTIVE:\43512233\13\74863.0038
SUMMARY OF EXPENSES INCURRED BY WEIL, GOTSHAL & MANGES LLP FOR
THE PERIOD MAY 24, 2010 THROUGH AUGUST 12, 2010
EXPENSES AMOUNTS
Local Transportation $1,441.21
Travel $38,645.49
Taxi Service $1,751.73
Business Meals $3,568.25
Postage $1.22
Air Courier/Express Mail $1,233.33
Duplicating $34,525.80
Printing & Photostats $24,058.47
E-Discovery Services $81,648.57
Corporation Services $1,892.70
Outside Messenger Service - Courier $4,210.67
Court Reporting $24,476.25
Filing Fees $1,064.00
Computerized Research $55,785.52
Duplicating Services - Binding $737.05
Facsimile Copies $336.00
Telephone Conference Charges $1,620.00
US_ACTIVE:\43512233\13\74863.0038