In re Houston Regional Sports Network, L.P.

505 B.R. 468, 2014 Bankr. LEXIS 572, 59 Bankr. Ct. Dec. (CRR) 30, 2014 WL 554824
CourtUnited States Bankruptcy Court, S.D. Texas
DecidedFebruary 12, 2014
DocketNo. 13-35998
StatusPublished
Cited by5 cases

This text of 505 B.R. 468 (In re Houston Regional Sports Network, L.P.) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, S.D. Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Houston Regional Sports Network, L.P., 505 B.R. 468, 2014 Bankr. LEXIS 572, 59 Bankr. Ct. Dec. (CRR) 30, 2014 WL 554824 (Tex. 2014).

Opinion

MEMORANDUM OPINION

MARVIN ISGUR, Bankruptcy Judge.

Five creditors, each holding a claim not subject to a bona fide dispute, joined in an involuntary bankruptcy petition against the Houston Regional Sports Network, [471]*471L.P. The Network did not answer the petition. The Houston Astros, a partner and creditor of the Network, alleges that the petition should be dismissed for bad faith and because of the futility of the Network’s reorganization. Because the five creditors acted to preserve the Network’s value, and because the Astros have shown no bad faith motive in the filing, the Court finds an absence of bad faith. Because the futility argument is based on a theory that a director appointed by the Astros has no fiduciary duty to the Estate, the futility argument also fails. If the Network does not proceed in chapter 11, it is certain to fail. An order for relief is appropriate.

Background

Network’s Formation and Structure

In 2003, the Astros and the Rockets formed the Network to broadcast the teams’ games and other Houston professional sports programming on a single cable channel. ECF No. 64 at 10. In 2010, Comcast expressed interest in purchasing a part of the Network. Houston Sport-sNet Holdings, LLC (the “Comcast Partner”) was subsequently admitted as a third limited partner in the Network. ECF No. 64 at 11. Comcast is the largest cable company in the United States and in the Houston metropolitan area. ECF No. 64 at 11. Through its various affiliates and subsidiaries, Comcast owns and operates several regional sports networks around the country. ECF No. 64 at 11.

The Network is organized under Delaware law as a limited partnership among the Astros, the Rockets and the Comcast Partner. ECF No. 64 at 11. Pursuant to the Network’s Limited Partnership Agreement, the Network is managed by its general partner, Houston Regional Sports Network, LLC. The General Partner is also owned by the Astros, the Rockets and Comcast. ECF No. 64 at 12.

The board of the General Partner is comprised of four individual directors. One is selected by the Astros, one is selected by the Rockets, and two are selected by Comcast. ECF No. 64 at 12.

The Media Rights Agreements

The Astros’ Media Rights Agreement is an agreement between the Astros and the Network. It grants the Network exclusive rights to broadcast team programming in exchange for the payment of media rights fees. ECF No. 64 at 13. If the Network fails to make a required media rights payment, the Astros may terminate the Media Rights Agreement if the Network does not cure the default within 60 days. ECF No. 64 at 13. Pursuant to the Comcast Affiliation Agreement between Comcast and the Network, Comcast carries the Network on its cable system in exchange for a monthly subscriber fee. ECF No. 64 at 14. The Comcast Affiliation Agreement contains a most favored nations clause, requiring the Network to offer Comcast the lowest “base rate” offered to any other provider. Hearing Transcript, ECF No. 140 at 343. The director’s unanimous consent is required before the Network can enter into new affiliation agreements. ECF No. 64 at 14.

Although not the direct focus of the evidentiary hearings, the Network also has a Media Rights Agreement with the Rockets.

It is undisputed that the Network’s principal assets are the Astros Media Rights Agreement and the Rockets Media Rights Agreement.

On July 31, 2013, the Network failed to make a required media rights payment to the Astros. ECF No. 64 at 15. On the same day, the Astros sent the Network a notice of default. ECF No. 64 at 15. The Network also failed to make the August 30, 2013 media rights payment' and the Astros sent a second notice of default on [472]*472September 3, 2013. ECF No. 64 at 15-16. The second notice of default stated that the Network had until September 29, 2013 to cure the default or the Astros would have the right to terminate the Media Rights Agreement. ECF No. 64 at 16.

The Involuntary Petition and the Petitioning Creditors

On September 27, 2013, Comcast Sports Management Services LLC (“Comcast Services”), acting with National Digital Television Center, LLC (“Comcast Media”), Comcast SportsNet California, LLC (“Comcast California”), and Houston SportsNet Finance LLC (“Comcast Lender”), filed an involuntary chapter 11 petition against Houston Regional Sports Network, L.P.

On October 7, 2013, the Astros filed a Motion to Dismiss the involuntary petition. ECF No. 64. The evidentiary hearing on the Motion to Dismiss began on October 28, 2013 and was continued to October 29, 2013.

On October 28, 2013, Clutch City Sports & Entertainment, L.P. and Rocket Ball, Ltd. (two Rockets affiliated entities), filed Joinders to Involuntary Petition. ECF Nos. 130 & 132. On October 29, 2013, HP Fannin Properties (the Network’s landlord), filed its Joinder to Involuntary Petition. ECF No. 133.

The final portion of the evidentiary hearing on the Astros’ motion to dismiss was scheduled for February 4, 2014. The sole purpose of the continued evidentiary hearing was to determine whether the additional petitioning creditors (i.e., the two Rocket’s entities and the landlord) had joined the involuntary petition in good faith. The Astros waived any evidentiary presentation, and stipulated that the additional petitioning creditors had not joined the involuntary petition in bad faith.

Principal Events During the Involuntary Period

At the close of the October 31, 2013 hearing, the Court issued its Order Regarding Third Party Negotiations. ECF No. 137. Because the principal owner of the Astros (Jim Crane) had persuasively testified that he could find profitable business deals for the Network, the Court designated the Astros to serve as lead negotiator on behalf of the Network in order to investigate and negotiate terms of carriage and other agreements pertaining to the formulation of a viable business plan for the Network.

The Astros never reported any substantial progress in the negotiations. Immediately following a November 21, 2013 status conference at which the Astros indicated that they had nothing significant to report, an Astros’ affiliate filed a major state court lawsuit against both Comcast and the Ast-ros’ former owners. Among other things, the lawsuit alleges fraudulent conduct. It is fair to say that the filing of the lawsuit raised understandable concerns as to whether the Astros should continue as lead negotiator.

On December 12, 2013, by agreement of the parties, the Court substituted the Rockets as the lead negotiator.

Oral Ruling and Entry of Order for Relief

The Court heard closing arguments on the motion to dismiss and whether involuntary relief should be granted on February 4, 2014. Following argument, the Court orally issued preliminary findings of fact and conclusions of law.

An order for relief was issued against the Houston Regional Sports Network on February 4, 2014.

This Memorandum Opinion now substitutes for the oral findings and conclusions.

[473]*473Jurisdiction and Venue

This Court has jurisdiction over this involuntary petition under 28 U.S.C. § 1334. Venue is proper under 28 U.S.C. §

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505 B.R. 468, 2014 Bankr. LEXIS 572, 59 Bankr. Ct. Dec. (CRR) 30, 2014 WL 554824, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-houston-regional-sports-network-lp-txsb-2014.