oater

Bachman to 60-day IL to clear a roster spot for Sano.

(Almost) nobody expects the Angels to contend this year, so I will enjoy the games no matter the outcome.

2 hours ago, jsnpritchett said:

Bye-bye, Strickland, I guess.

I don't believe Strickland has an opt-out. Most likely, SLC.

7 minutes ago, Angels 1961 said:

Angels have to make room for Sano on 40 roster and also Stickland if he makes team.

Transfer Bachman to 60-day IL and keep Strickland in the minors?

8 hours ago, Duren, Duren said:

The post all star acquisitions were supposed to boost playoff chances but collectively were just part of the disastrous slump instead. Best just to obliterate memories of Perry's desperate fishing expedition. Accelerated by the desperation of impressing Ohtani. 

A new culture is a positive step. By default, really. There will be growing pains but I'd rather just see the young players gell into a new core group. Especially the starting pitchers. And it would be nice to see Trout get back on his normal career track (pre injuries) relative to his age. Anything decent by Rendon is a bonus. 

With lowered expectations I just want to focus on a game by game approach without worrying about the standings. 

I totally agree.  Arte will never publically admit that the Angels are starting a "soft" rebuild, but the offseason moves all point in this direction.  In my view, salary savings are better spent on player development than on "good" free agents who will improve the team record this year by 4-5 wins (but still not qualify for a the playoffs).  And at the trade deadline, I expect the Angels to offload multiple players on expiring contracts (think Drury, Esteves, Moore, etc.).

9 hours ago, Angels 1961 said:

How about Justin Turner who can play 1B and 3B?

That would also work.

22 hours ago, Angels 1961 said:

Clevenger, Tim Anderson and Votto

Substitute Soler or Martinez for Votto and I am good with this.

1 hour ago, Second Base said:

I think @Docwaukeeand I were both adamant that signing Tyler Anderson was a bad idea last winter. Then they signed Tyler Anderson, and here we are now with a 13 million dollar #4/5 starter. 

 

I was not excited by the signing, but to be fair, Anderson has posted a sub 3.5 ERA over the last month while pitching against above average teams.  I view him more as a mid-rotation arm for which a $13M/yr salary is reasonable.

5 hours ago, Second Base said:

It's a little presumptuous of me, but taking a rough guess, I'm thinking they'll have 30 million coming off the books when Ohtani signs elsewhere, with the necessary pieces to fill this opening internally. And with Trout and Rendon collectively covering 2/3 of the the AB's at DH, I figure that even after extending Renfroe (your estimate of 3/45 sounds completely reasonable), there would still be room for semi-regular playing time for someone like Adell or Mickey, depending on how they progress this year. Another factor, unfortunate as it is, could be Ward. He's gotta figure it out otherwise that's another potential opening. 

And on the pitching front, even after signing Renfroe, they'd still have enough left over to either on another Tyler Anderson type starter, or could look to fill it internally with Silseth, Rod, Bush or Bachman. 

It has not been the Angels' MO, but I wuld issue a QO to Renfroe, but would limit any multi-year offer to something like 2 yr/30 million. I view 2024 as somewhat of a transition year where we assess whether Adell/Moniak are long-term pieces for the outfield. 

14 minutes ago, jsnpritchett said:

I appreciate the effort you put into this reply.  I'm definitely not an expert in contract law, so your interpretations go beyond my knowledge base. Assuming your interpretation is correct, I'm still struggling to grasp why no one is writing about this (even including the financial press) in the articles about the bankruptcy or why Manfred/MLB execs haven't referenced it as a possibility, either, when they've given comments on the situation. 

It's going to be an interesting next year or so as all this plays out.

Thank you for your comments.  I would not read too much into the fact that Disney's possible liability has not been discussed in the media.  We are all talking about things that may or may not happen in the future.  At present the main topic of conversation is what might happen in a Diamond Sports bankruptcy.  Potential Disney liability is way down the road.

13 hours ago, jsnpritchett said:

 

I actually found the sale document:

https://contracts.justia.com/companies/sinclair-broadcast-group-inc-7707/contract/104111/

Take a look at Section 6.07 and see if that lines up with what you've been saying or more of what I've been saying.

Also, I'm wondering if Section 6.09 means that Moreno did, in fact, get rid of his ownership stake in what is now Bally Sports West during this transition. "So Cal Media Holdings LLC" is owned by the Moreno family and that Section seems to say that the new entity has to buy all of their membership interest in Fox Sports West/Bally Sports West.

 

 

Thanks for providing the contract—it makes an interesting read.

The contract makes reference to a number of other documents which are likely material to the Angels/Fox contract.  This includes a “Disclosure Letter” which may contain disclosures about the Angels contract, and an “Assignment and Assumption Agreement” which may be the contract that transferred the Angels contract.  

Regardless, it is pertinent to note the following:

·      Disney is identified as the “Seller.”  Preamble.

·      Disney warrants that it has the authority to enter into the agreement and complete the transactions contemplated under the agreement.  Section 3.02.

·      Disney makes a number of warranties to the effect that it is in material compliance of applicable laws, licenses and “Material Contracts” that pertain to the transferred business.  Sections 3.07 and 3.08.

Unless excluded under the Disclosure Letter or other referenced documents, Disney is acknowledging that it was the owner of the Angels/Fox contract and had the authority to transfer title to Diamond.  Since Disney was a party to the Angels/Fox contract, it had the obligation to perform the contract in full, and means that unless the Angels in some manner agreed to release Disney, the Angels have recourse against Disney for any breach of the contract.  Again, this is under applicable general contract law.

With regard to your question about Section 6.07 under which Diamond agrees to perform the assigned contracts, this is a standard contract provision for any agreement to transfer an executory contract.  Nobody is disputing Diamond’s obligation to perform—rather the question is that if Diamond fails to perform, what recourse do the contracting parties have against other parties, such as Disney.

Under Section 7.07, Diamond agrees to indemnify Disney for any liability Disney incurs as a result of the operation of the transferred business by Diamond.  While this is a standard provision in a contract of this type, it reinforces the concept that Disney may have liability because of a breach of a transferred contract by Diamond.  

Disney also obtained a guarantee by Sinclair Group of certain payment obligations of Diamond under the agreement.  Section 4.08.  I can’t tell whether this includes any of Diamond’s indemnification obligations (Section 7.07), but it demonstrates that Disney had some concern about Diamond’s financial stability.  

I agree with your presumption that Moreno apparently exercised a put option to divest his interest in FSN West.  Section 6.09(b).  This is another indicator that Moreno was never convinced about the profitability of the restructured Diamond business model (and would be another reason Moreno would not release Disney from liability under the Angels/Fox contract).

To clarify my point about any approval of the buyer by DOJ not altering any obligations of Disney under general contract law, please keep in mind that DOJ’s interest is to ensure compliance with antitrust laws.  DOJ has an interest in trying to insure that the transferred business will operate successfully in order to preserve competition in the marketplace.  This is obviously not a perfect process, as many transferred businesses fail notwithstanding DOJ approval.  The main point is that there is no DOJ policy to relieve a selling party from liability under its contracts.

Also, keep in mind that only the provisions in the DOJ/Disney consent decree have any meaning or binding effect.  And since the Angels were not a party to that proceeding, they are not bound by the consent decree.

Finally, even if the DOJ were interested in relieving Disney from contract liability, such action would potentially expose the government to liability for a taking of property without compensation.  Obviously, I don’t believe this to be factually relevant, but it is another policy reason why the DOJ would not try to alter contract rights as part of a divestiture decree.

4 hours ago, jsnpritchett said:

From the manual:

"Third, the Division will evaluate the “fitness” of the proposed purchaser to ensure that the purchaser has sufficient acumen, experience, and financial capability to compete effectively in the market over the long term. As part of this process, the Division will examine the purchaser’s financing to ensure that the purchaser can fund the acquisition, satisfy any immediate capital needs, and operate the entity over the long term. It must be demonstrated to the Division’s sole satisfaction that the purchaser has the “managerial, operational, technical and financial capability” to compete effectively with the divestiture assets.

In determining whether a proposed purchaser is “fit,” the Division will evaluate the purchaser strictly on its own merits. The Division will not compare the relative fitness of multiple potential purchasers and direct a sale to the purchaser that it deems the fittest. The appropriate remedial goal is to ensure that the selected purchaser will effectively preserve competition according to the requirements in the consent decree, not that it will necessarily be the best possible competitor.

If the divestiture assets have been widely shopped and the seller commits to selling to the highest paying, competitively acceptable bidder, then the review under the incentive/intention and fitness tests may be relatively simple. Ideally, assets should be held by those who value them the most, and in general, the highest paying, competitively acceptable bidder will be the firm that can compete with the assets most effectively. On the other hand, if (a) the seller has proposed a specific purchaser, (b) the shop has been narrowly focused, or (c) the Division has any other reason to believe that the proposed purchaser may not have the incentive, intention, or resources to compete effectively, then a more rigorous review may be warranted and the Division may reject that purchaser.

The Division will use the same criteria to evaluate both strategic purchasers and purchasers that are funded by private equity or other investment firms. Indeed, in some cases a private equity purchaser may be preferred. The Federal Trade Commission’s study of merger remedies found that in some cases funding from private equity and other investment firms was important to the success of the remedy because the purchaser had flexibility in investment strategy, was committed to the divestiture, and was willing to invest more when necessary.  The study also identified cases in which a purchaser’s lack of flexibility in financing contributed significantly to the failure of the divestiture.
Private equity purchasers often partner with individuals or entities with relevant experience, which may inform the Division’s evaluation of whether the purchaser has sufficient experience to compete effectively in the market over the long term. The Division also will evaluate any links between purchasers with relevant experience and other competitors to assess whether the purchaser has any disincentive to use the divestiture assets to compete in the relevant market."

So, again, I ask you: if the DOJ approved the purchaser under all the requirements in the manual, including this one, how can sports teams attempt to hold Disney liable for the failure of Diamond to make payments, if that were to occur?  No reasonable person or court would think that would be the case.  If I'm missing something here or need to be educated, please do so.  It seems like, if anything, the sports teams would have a complaint against the government for approving the deal, not Disney for doing what the government required them to do.

 

I repeat: Disney's liability is based on its contractual obligations.  Approval by the DOJ of a buyer is irrelevant to this principle.  

Let me know when you have any specific authority to support your position.  It is not my obligation to correct your misunderstanding of the law.

11 minutes ago, jsnpritchett said:

Lol, nice avoidance.  You are the one dropping into a conversation and asserting that certain conditions should apply even though literally no one else anywhere is writing that they should.  As far as I'm aware, there has never been any example of what you're talking about, especially in an entertainment or sports-related divestiture.

Here is the DOJ Merger Remedies Manual and I don't find any mention of the divesting entity being rlieved of liability.  My comments have been limited to general contract principles, whereas you have cited no authority for your position.

6 hours ago, jsnpritchett said:

Again, please provide a real-world example of what you're talking about actually occurring, specifically in an instance in which a company was forced to divest of certain assets as a condition of a larger overall deal getting approved. Not theoretical, an actual real-world example that would be comparable. 

You are the one asserting that a regulatory dvestiture will relieve Disney of liability under the contract--so please provide one real life example of where this happened under an executory contract even though the other party did not consent to release liability.  

2 hours ago, gotbeer said:

That makes zero sense.  You are saying that when Disney acquired Fox it acquired 100% of the liability.  But when Diamond acquired the RSN, it acquired limited liability.  

Just because a sale is highly leveraged, doesn't mean that the selling company is keeping any liability.  

That's like saying because Musk's takeover of Twitter was highly leveraged, the landlords can go after the former twitter shareholders because Musk defaulted on leases on Twitter offices.

I did not say that Diamond has limited liability under the contract (other than any relief it gets under bankruptcy laws). To get relief under bankruptcy laws, the debtor has to be insolvent, which does not apply to Disney.

While the terms of a contract are negotiated between the parties, significant financial contracts routinely provide that the contract cannot be assigned without the consent of the other party.  The contract will also provide that even if consent to an assignment is given, the other party is not relieved of liability under the contract.  The reason for these provisions is to prevent a solvent company from avoiding its contractual obligations though a transfer of the contract to an insolvent (or marginally solvent) company.

The Angels contract would be classified as an "executory contract" which means that significant obligations remain unperformed by both parties to the contract. Literally,Disney could not acquire the contract without also assuming the obligations.  Hence its sale to Diamond would not relieve it of the obligations it assumed when it acquired the contract from Fox.  Keep in mind that Disney received significant monies when it sold the contracts to Diamond, so the fact that it remains obligated under the contracts is hardly unfair.

8 hours ago, gotbeer said:

Just curious.  But why would you think Disney would be liable for any shortfall?  Unless they did something criminal, I can't see how the sale would bind Disney to an agreement.  I would think it would fall on the creditors like the Angels to object to the sale if they didn't think they would get paid.  

Obviously the details of the contract matter, but Disney's liability would be contractual in nature.  When Disney acquired the Fox properties it likely assumed all of Fox's liabilities (including Fox's obligation under the cable contract with the Angels).  The sale to Diamond does not release Disney from its obligations under the contract unless the Angels agreed to release Disney from liability.  Since the sale was highly leveraged, the Angels would have no reason to release Disney of its liability.  

It is unclear to me whether a Diamond bankruptcy would adversely affect income from the Angel's existing cable deal.  Unless Diamond "rejects' the contract in the bankruptcy, the Angels will get paid as an administrative expense (i.e., with priority over other creditors).  If it rejects the contract, the broadcast rights will revert to the Angels,  which will be free to work out a new deal with a third party.  It is very possible that Disney would be liable for any shortfall, since the sale of the contract does not release it from its obligation to perform the agreement.

15 hours ago, Docwaukee said:

you really think they have 50 mil in liability insurance?  

Yes, that would actually be lower than I would expect for an organization the size of the Angels.  That said, I also expect that a settlement would be for subsantially less than 50 mil (think more like 10 mil).

9 hours ago, wopphil said:

With the caveat that I am not a general liability, personal injury attorney, it is the family’s burden to show that the Angels’ negligence caused/contributed to his death. But then if the Angels can prove that Skaggs himself was partially responsible (which should be very easy to do), then the Angels could get a damages offset. For example, suppose the jury finds the Angels 60 percent negligent and Skaggs 40 percent, and awards $100 million in damages, the Angels would be liable for $60 million. 

But I would agree with whomever on here said this will settle. I would be shocked if it doesn’t. Both sides have too much to lose going to trial. 

Yes, the case will almost certainly settle.  Both sides will understand the risk of going to trial and will have a good esitmate of the total damages (that is, Skagg's lifetime earning capacity without adjustment for comparative negligence).  I am certain the Angels maintain reasonable liability insurance, so any settlement will be largely (if not entirely )paid by the insurance carrier.  

22 hours ago, Docwaukee said:

My guess is that prospective buyers were getting together well before Arte announced to the general public that he was selling.  

Probably a couple of groups or individuals that have sort of had the inside track but MLB has to be transparent and open things up to as many suitors as possible.  At this point I'm sure everyone still involved is legit but mlb is likely the rate limiting step right now and for good reason.  The vetting process for every last dollar has to be beyond thorough.  One name with a less than savory background as to how they obtained their money could be a nightmare.   

You mean like Steve Cohen?  Or did anyone forget about the $1.8 billion fine his hedge fund paid for insider trading?

1 hour ago, Revad said:

Looks like we’re tied with the Cubs for 10th the worst record, 1.5 games ahead of Texas and 2 in front of Colorado.

But the Cubs win the tiebreaker vs. the Angels (based on their respective 2021 season records), and the Cubs have 3 games remaining with the Phillies, who are very much in the WC race.  So, more likely than not, the Angels end up with the 11th position in the draft lottery.

5 hours ago, ten ocho recon scout said:

Was it ever made public about the 5 players who were deposed about this? I never saw it, but thought it happened a few months ago?

I have not seen any report that depositions of 5 players were taken, and (in general) depositions are not taken in criminal cases.  However, this is what the government says it intendes to present at Eric Kay's trial:

5 hours ago, wopphil said:

You an attorney? 

Yes, I am.  For those interested, here is one of the leading cases on the subject:

https://casetext.com/case/in-re-kellogg-brown-root-4

The basic holding:

"In the context of an organization's internal investigation, if one of the significant purposes of the internal investigation was to obtain or provide legal advice, the privilege will apply. That is true regardless of whether an internal investigation was conducted pursuant to a company compliance program required by statute or regulation, or was otherwise conducted pursuant to company policy. "

Since internal investigations are generally protected under the attorney-client and attorney work product privileges, I am guessing the Angels win this motion.

https://www.archysport.com/2021/09/antonio-sculls-son-signs-with-mlb-angels/