Phoenix XXI: When will then be now?

[Fugu]

The silence is deafening.


I thought this would be a slam dunk for legal eagles.

 

[aj8000]

As mentioned before, everyone agrees this is an endrun around intended legislation to protect agaisnt these sorts of shenanigans. All us rational folk know that if they were charging 15-20 bucks a car they would be hampering the original struggle of attendance.



If I am not mistaken the MUDA was never part of the BK because it was an initial framework agreement of the developers.

If the NHL owns these rights in perpetuity, how exactly did that happen if they were piggy-backing on Moyes AMULA for the year following the purchase of the Coyotes?

Recall that Moyes had three separate LLC's, only one of which owned the Coyotes. I was under the impression that the NHL only paid the court for the franchise. Moyes may have owned the rights to the parking vis-a-vis the arena mgt contract, but that contract was between him and COG, not the NHL. I remember asking at the time why the NHL would have asked the court to not terminate Moyes arena agreement and allow it to go one additional year.

So something happened between that point and when Moyes officially terminated the Arena Mgt contract with COG.

Exactly, show me the steps on how the parking rights got into the hands of the NHL and MH for that matter.

 

[Killion]

So something happened between that point and when Moyes officially terminated the Arena Mgt contract with COG.

Bingo. Files are missing & the COG's been been hiding behind the Freedom of Information Act; fighting a rearguard action in order to hide its' utter legal incompetence in disregarding & blithely ignoring it or what?. The leagues got them completely snookered if this is the case and a deal fails to close.

 

[AllByDesign]

Secondly, if it is correct, and the NHL does indeed own these rights for 30yrs or in perpetuity...

I am starting to glaze over after all of the reading I have been doing. The only place that I have seen the word "Perpetuity" is the the 2006 Easement. From what I gather, the easement doesn't assign anything other than "access" to the parking for perpetuity. It mentions nothing of advertising, or parking revenue from what I can find. I am sure I will be corrected if there is.

 

[CasualFan]

I don't know if they indeed will choose that or not, but I recall reading that was one issue that was being investigated further.




That's why I keep asking for all the blanks to be filled in.

Once upon a time, an arena was built by COG, and they paved some land for parking. Elman promised to build a parking garage at some point in the future.

2001
2002
2003
2004
2005
2006 -- Elman exits, Moyes assumes 100% ownership (more or less) of the Yotes and sole Arena Manager
2007
2008
2009 - Baum awards the Coyotes to the NHL for $140m; Moyes is still the Arena Manager, plus all rights, which the NHL asked for/received by asking him to not terminate the agreement for one additional year. ???

2010 -- June 2010. Moyes agreement is terminated.
2011 - MH, who hasn't bought the team yet, somehow will sell the parking rights to COG.

??????

What did I leave out?

So much for staying above the fray. I believe the answer that you are looking for is found when you revise the 2009 entry to your time line.

Specifically in the NHL Asset Purchase Agreement Schedules:

1.1(e) Permitted Encumbrances
Common Operation and Reciprocal Easement Agreement for the Entertainment District at Westgate, made as of the February 15, 2006, by Entertainment Center Development, LLC and Coyote Center Development, LLC.

2.2(ii) Excluded Team Contracts
AMULA Undertaking and Indemnification Agreement, dated as of September 25, 2006, by Coyotes Hockey, LLC and Coyotes Holdings, LLC for the benefit of Coyote Center Development, LLC and Glendale-101 Development, LLC.

The NHL kept the Easement Agmt and excluded the AMULA. Therefore, when the NHL transfers it's holdings Hulsizer, the parking rights go with it.

 

[aj8000]

Bingo. Files are missing & the COG's been been hiding behind the Freedom of Information Act; fighting a rearguard action in order to hide its' utter legal incompetence in disregarding & blithely ignoring it or what?. The leagues got them completely snookered if this is the case and a deal fails to close.

I get it now. It was never True North, it was the NHL. The statement to the COG was something like this.

Since the NHL owns the parking rights to Westgate for the next 30 years, if you do not cough up 197 million plus to save the yotes, we will start charging 50/ car to shop at Westgate. What do you think the end result to your beloved shopping centre would be then.

 

[AllByDesign]

Exactly, show me the steps on how the parking rights got into the hands of the NHL and MH for that matter.

The MUDA is the initial framework for the entire development. The parking rights at that point were assigned to the Arena Manager. Ellman -> Moyes ->NHL ... once MH signs an Amula and is deemed the arena manager he would have those rights.

GWI never challenged the initial framework for this development in which these rights were initially assigned. Would that not make it difficult to contest at this point?

 

[go_leafs_go02]

Popcorn anyone?

 

[Killion]

The NHL kept the Easement Agmt and excluded the AMULA. Therefore, when the NHL transfers it's holdings Hulsizer, the parking rights go with it.

OK. So just for fun, what happens if the deal craters?. Do the Parking Rights revert to the COG or is that an "asset" the NHL retains?....

 

[aj8000]

So much for staying above the fray. I believe the answer that you are looking for is found when you revise the 2009 entry to your time line.

Specifically in the NHL Asset Purchase Agreement Schedules:

1.1(e) Permitted Encumbrances
Common Operation and Reciprocal Easement Agreement for the Entertainment District at Westgate, made as of the February 15, 2006, by Entertainment Center Development, LLC and Coyote Center Development, LLC.

2.2(ii) Excluded Team Contracts
AMULA Undertaking and Indemnification Agreement, dated as of September 25, 2006, by Coyotes Hockey, LLC and Coyotes Holdings, LLC for the benefit of Coyote Center Development, LLC and Glendale-101 Development, LLC.

The NHL kept the Easement Agmt and excluded the AMULA. Therefore, when the NHL transfers it's holdings Hulsizer, the parking rights go with it.

Starting to look better. So if the sale does not goes through, the NHL will own the parking rights. There has to be more to it than just two paragraphs.

 

[Alan Jackson]

Does the NHL own the parking rights currently? And if they do, and they're so lucrative, shouldn't the NHL be charging for parking to recoup some of the Coyotes' losses?

 

[CasualFan]

For the record, the NHL held the right to assume any Glendale Contract per their APA:

NHL APA @ 2.14(b)

At any time prior to the rejection of any Glendale Contract (but not later than June 30, 2010), the Buyers may elect to assume such Glendale Contract. In the event the Buyers have elected to assume a Glendale Contract, such Glendale Contract shall be treated as an Added Contract in accordance with Section 2.9(b) and thereafter shall be deemed an Assumed Contract.

Glendale Contracts
1. Partition and Sale Agreement, dated as of September 1. 25, 2006, by and among Arizona
Hockey Management, Inc., Arena Management Group, LLC, Arena Management
Holdings, LLC, Arena Development, LLC, Center Ice Holdings, LLC, Coyote Center
Development, LLC, Coyotes Hockey, LLC, Coyotes Holdings, LLC, E-Arena Holdings,
LLC, Ellman Holdings, Inc., Glendale-101 Development, LLC, Jerry Moyes, Coyotes
Holdings MemberCo, LLC, 101 Holdings, LLC, Steven M. Ellman, SUB Investments,
LLC, Jerry and Vickie Moyes Family Trust, Westgate Investments, LLC and Westgate
Signage, LLC.

2. Amended and Restated Agreement in Respect of Parking and Mixed-Use Development
Agreement, dated as of July 1, 2008, by and among Coyote Center Development, LLC,
Glendale-101 Development, LLC, Arena Development, LLC, Westgate Investments,
LLC, Coyotes Hockey, LLC and Arena Management Group, LLC.

3. Agreement for the Replacement of Temporary Parking, dated as of July 1, 2008, by and
among City of Glendale, Coyote Center Development, LLC, Glendale Garage LLC,
Coyotes Hockey, LLC and Arena Management Group, LLC.

4. Declaration of Easements, dated as of September 25, 2006, by and among Coyote Center
Development, LLC, Coyotes Hockey, LLC and Arena Management Group, LLC.

5. Master Declaration of Easements, Covenants, Conditions and Restrictions for Westgate,
dated as of January 30, 2006, by Coyote Center Development, LLC and Entertainment
Center Development, LLC, to the extent a Seller is a beneficiary thereof.

6. Common Operation and Reciprocal Easement Agreement for the Entertainment District at
Westgate, dated as of February 15, 2006, by Coyote Center Development, LLC and
Entertainment Center Development, LLC, to the extent a Seller is a beneficiary thereof.

7. Common Operation and Reciprocal Easement Agreement for the Village Retail District at
Westgate, dated as of February 15, 2006, by Coyote Center Development, LLC, to the
extent a Seller is a beneficiary thereof.

I think that some users want to keep revisiting this parking transaction until they find a smoking gun to prove it's invalid. There just isn't one.

 

[Roadrage]

The MUDA is the initial framework for the entire development. The parking rights at that point were assigned to the Arena Manager. Ellman -> Moyes ->NHL ... once MH signs an Amula and is deemed the arena manager he would have those rights.

GWI never challenged the initial framework for this development in which these rights were initially assigned. Would that not make it difficult to contest at this point?

So the Arena Manager had the right/opportunity to charge for parking for 3 years before Westgate was even opened in late 2006 but didn't?

 

[Fugu]

Popcorn anyone?

Just not for the lawyers. We don't want them to get grease on the documents.


I am feeling like we have to pull it out of them though. I can offer up all my vCash.

So the Arena Manager had the right/opportunity to charge for parking for 3 years before Westgate was even opened in late 2006 but didn't?

I also thought there was another agreement that limited what could be charged for parking by COG? Or was it a surcharge that went directly to COG? Anyone else remember anything about that? (I admit I may be way off base here. It was 190,000 posts ago....)

 

[CasualFan]

Just not for the lawyers. We don't want them to get grease on the documents.


I am feeling like we have to pull it out of them though. I can offer up all my vCash.

I'd just gamble it all away on a bad poker hand.

 

[goyotes]

I continue to maintain that the GWI will not sue. This case is not the City North case and the GWI understands this point. Plus, some people on this board hold the GWI is far too high a regard. The ACLU they are not.

Someone asked me a few days ago if I thought that the CoG had explained this deal correctly to the public. My answer is that I think there has been a lack of complete candor with the public. Indeed, I said that if anything the GWI may take issue with the process and timely disclosure of information. I am critical of the CoG when it comes to this point.

As to whether the agreement is legal and not in violation with the Arizona Constitution, however, I continue to maintain that those issues will not present a problem. The deal is completely legal. Selling the bonds .... let's just say I am still somewhat cautiously optomistic about.

 

[Killion]

I am starting to glaze over after all of the reading I have been doing.

Ditto. And blame Whileee for the interjection of "in perpetuity". I sometimes think the guy reads too much Voltaire.

What do you think the end result to your beloved shopping centre would be then.

Now thats just plain Evil, and caused a black & white flashback of Margaret Hamilton playing the Wicked Witch of the West riding a bicycle through a Tornado. Cackling....

GWI never challenged the initial framework for this development in which these rights were initially assigned. Would that not make it difficult to contest at this point?

Well tell ya what ABD, I think the creativity on display here by some very clever legal minds at league level is so far above & beyond anything the GWI could possibly fathom as to be laughable if indeed my suspicions prove correct.

 

[TrentSteele]

So if the deal tanks, and the NHL sells to TNSE, does TNSE now hold the parking rights, even if they move the team?

 

[OthmarAmmann]

The NHL kept the Easement Agmt and excluded the AMULA. Therefore, when the NHL transfers it's holdings Hulsizer, the parking rights go with it.

But does that require Hulsizer to monetize the rights before they are transferred to him?

 

[JetFan4Ever]

I continue to maintain that the GWI will not sue.

Really? That comes as such a surprise goyotes.

 

[CasualFan]

But does that require Hulsizer to monetize the rights before they are transferred to him?

Hulsizer is not required to do anything.

However, as the holder of those parking rights if he were to come across someone (let's hypothetically say a suburban city outside of Phoenix, AZ). And that someone was willing to pay him a generous sum for his rights (let's call it $100MM). Huslizer would almost certainly be quick to sell the rights for a lump sum instead of collecting them year over year when they are dependent upon a risky business venture (like maybe an NHL team in the greater Phoenix area).

 

[OthmarAmmann]

Hulsizer is not required to do anything.

However, as the holder of those parking rights if he were to come across someone (let's hypothetically say a suburban city outside of Phoenix, AZ). And that someone was willing to pay him a generous sum for his rights (let's call it $100MM). Huslizer would almost certainly be quick to sell the rights for a lump sum instead of collecting them year over year when they are dependent upon a risky business venture (like maybe an NHL team in the greater Phoenix area).

Where I was going with that is Hulsizer won't have the rights until he purchases the team, and he won't have the team until he has $100 million, and he won't have $100 million until he monetizes the rights, and he won't have the rights until he purchases the team, and ....

But the I guess the friendly neighborhood investment bank might be will to provide bridge financing...

 

[AllByDesign]

So the Arena Manager had the right/opportunity to charge for parking for 3 years before Westgate was even opened in late 2006 but didn't?

You are asking the wrong guy. RR or Goyotes would be better qualified to speak of how parking was handled .. charges.. ads etc. I can only state what I have read in that since the NHL has owned the team they have not exploited their parking revenue rights.

Ditto. And blame Whileee for the interjection of "in perpetuity". I sometimes think the guy reads too much Voltaire.


Well tell ya what ABD, I think the creativity on display here by some very clever legal minds at league level is so far above & beyond anything the GWI could possibly fathom as to be laughable if indeed my suspicions prove correct.

I tell ya what, Killion. I'm about one more document away from the taste of cold metal in my mouth. It's a good thing I'm not working for the GWI, as I would of said to hell with it.

 

[mouser]

So the Arena Manager had the right/opportunity to charge for parking for 3 years before Westgate was even opened in late 2006 but didn't?

The Arena Manager has had the right to charge for parking, but has not done so to date. Without reading through the legal agreements I can't confirm the specific date that right started.

 

[Fugu]

The Arena Manager has had the right to charge for parking, but has not done so to date. Without reading through the legal agreements I can't confirm the specific date that right started.

I hope you can at least see, in this case, why some of us have doubts about the assigned value then-- expert reports or not.