Did Ralph Already Grant Toronto An Option To Buy?

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JW - I dont think I protest enough. Obviously the Bills are convinced there is no problem - but in your own post, where you point out that Rogers Centre often has fans of visiting teams in the seats is the best argument yet for my case.

 

Rogers Centre is clearly not ideal for the NFL. It's not even good for baseball, no question. In fairness it was also designed in the mid 80's, and the focus was on the concept of a retractable roof. About 10 mins after SkyDome opened we started to see a new era of old school style parks in Baltimore and Arlington. unfortunate timing.

 

On the other hand NFL isnt really a 'bums in the seats' driven leaugue.

 

As for the fan base in TO - things are different than when I grew up. I could watch either the Bills here on tv, or the Lions or Browns. Now all that's changed. Expanded coverage makes it much easier to be a fan of the team of ones choosing. We can interact with fans of other teams quite easily. news about teams is readil available. It's easy to be a fan now.

 

TO fans will never be the raise the roof off the stadium types - but they do show up, and they do support the team purchasing merchandise etc. If the seats at Rogers Centre arent filled with Bills fans - thats on the organization. It's not like we are born with an obligation to cheer for the Bills.

 

And i certainly wont miss also the constant digs at the Maple Leafs.

 

Dave - of course not. But the experience for me has been going downhill pretty steadily since Flutie and 9/11. I am just saying, its a free country and based on the quality of my last few experiences, its time for me to move along to something else. It used to be a great road trip. And its purely a Buffalo thing. I still can enjoy a Tigers or Indians baseball game - even wearing a Jays cap, no one treats me like ive brought the plague with me.

 

Cheers,

 

Chris

oh, i get all that.

 

i was merely saying that the post in which you referenced that put you off to coming to games here in OPark was rather mild, and really didn't appear to be a dig at Canadians. if that put you over the top, then i'm worried my people have become far more sensitive since i left.

 

jw

[Red_Tory]

oh, i get all that.

 

i was merely saying that the post in which you referenced that put you off to coming to games here in OPark was rather mild, and really didn't appear to be a dig at Canadians. if that put you over the top, then i'm worried my people have become far more sensitive since i left.

 

jw

 

JW,

 

Fair enough, maybe you guys are right. Though I certainly am not alone in the view that it's no longer as friendly and welcoming an environment at Orchard Park to those of us making the trek from the TO area as it was back in the day. I don't think that's a minority view up here, either.

 

Having said that, perhaps as I age, and my priorities change, it may just be natural to move away from these events.

 

As an example, packed the wife, baby and my Dad up a few weeks back and travelled to Cooperstown to watch the Robbie Alomar induction. Now that was an incredible experience, people couldn't have been any more kind.

 

Bills games just aren't an environment I would feel comfortable bringing the baby to, and that's not a criticism of Bills fans. I wouldn't take her to an Argos CFL game either.

 

Anyways, im a longtime lurker here at TBD, read a lot of theses threads and messages, but almost never post. In and of itself perhaps you're right that one message in which it's stated that "Canadian football fans suck" is not worth taking exception to. On the other hand, perhaps the frustration has been building over time.

 

All of that aside - Bills belong in Buffalo, and the fans deserve a winner.

 

Cheers,

 

CB

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I wouldn't take her to an Argos CFL game either.

well, that would be abusive.

 

jw

[ICanSleepWhenI'mDead]

You seen to have an uncanny knack for providing voluminous links that you don't seem to understand, nor do they support your theory. . . .

 

* * * * *

 

Rogers use of a dual stock structure is a common way for families to control shareholder voting in a family-run public company. That structure is meaningless when the NFL looks at approving a new ownership group. There's a reason that the league has Goldman Sachs on retainer to look at every possible application, and a full financial diligence is done that looks at the sources of the cash and the viability of the owner to continue operating without future liquidity issues (obviously to make sure that the owner doesn't use the team to bail out his other failures - aka Norm Braman).

 

I don't understand the following link, but decided to post it anyway. It's a transcript of Rogers Communications, Inc.'s second quarter management conference call with Wall Street analysts, and is slightly over a month old. You would expect it to have a pro-company slant, but the company management can't just make stuff up:

 

http://seekingalpha.com/article/281833-rogers-communications-ceo-discusses-q2-2011-results-earnings-call-transcript

 

"From a cash perspective, during the second quarter, we generated almost $560 million of free cash flow, one of the 4 or 5 highest quarters of free cash flow generation ever at Rogers and on a per-share basis, was up 3% year-over-year, in part reflecting the accretion from our share buyback program.

 

With this free cash flow, among other things, we paid out $195 million in dividends and paid down all the draws on our credit facility."

 

Now that Ted Rogers is gone, I sure wish I could figure out who controls how all that free cash is spent.

 

BTW, we have widely divergent views about what bankers will do for a fee.

[Fan in San Diego]

Whats the exchange rate right now on Canadian money? If its close to even then its a good time to buy an American NFL club.

[ICanSleepWhenI'mDead]

it's not out of the question the Bills will relocate to Toronto.

that said, it won't be the result of any side deal already having been made.

-- first, there is no one at Rogers currently in a position to purchase an NFL franchise. Phil Lind has even acknowledged that point.

-- second, if there was a deal, why is there continued talk of attempts to lure other franchises to Toronto. that talk was prevelant when the Bills In Toronto series was first announced, and remains the case now.

-- third, lack of a game-ready stadium, requirement of NFL approval, political ramifications on both sides of the border all stand as significant obstacles for a deal to become reality.

 

jw

While there has been a lot of discussion about the "third" point in this thread, I'm not sure I ever directly replied to your first two points.

 

This post addresses only your first point (bolded above).

 

Article 3.2 of the 2006 version of the NFL Constitution & Bylaws (starting at page 5/292) makes it clear that, at least in some circumstances, a trust can own an NFL franchise.

 

http://static.nfl.com/static/content//public/static/html/careers/pdf/co_.pdf

 

Here's the full language:

 

"3.2 Any person, association, partnership, corporation or other entity of good repute organized for the purpose of operating a professional football club shall be eligible for membership, except:

 

(A) No corporation, association, partnership, or other entity not operated for profit nor any charitable organization or entity not presently a member of the League shall be eligible for membership.

 

(B) If any privately held corporation, partnership, trust or other entity owns or operates, directly or indirectly, any substantial non-football business or assets and owns, directly or indirectly, an interest in or otherwise operates a member club, then:

 

(1) The member club shall be held in a separate corporation, partnership or trust ("the Football Company"), the primary purpose of which shall at all times be and remain the operation of a professional football team as a member club of the League, which such primary purpose shall not be changed, and the only material assets of which shall be the member club;

 

(2) The ownership interest in the Football Company shall be held directly by a holding company that shall have no operating business or material assets but only ownership interests in other entities, and the ownership interests in the holding company shall be owned directly by individuals (or certain trusts or partnerships approved by the Commissioner's office); and

 

(3) The Football Company and all individuals or entities holding a direct or indirect interest in the Football Company shall be subject to all of the League policies and requirements on ownership that the members may from time to time adopt or apply, including, without limitation, all reporting, audit, ownership, and debt limitation requirements.

 

See ... 2004 Resolution FC-1A (rules governing aggregation of a Principal Owner's ownership interest with those of immediate family members for the purposes of determining whether such a Principal Owner holds at least a 30% beneficial interest), App., p. 2004-11

 

That's not easy to understand, but you can strip out some of the wording that's not pertinent to the question of whether the Rogers Control Trust is eligible to own an NFL team, and you are left with this:

 

"3.2 Any . . . entity of good repute organized for the purpose of operating a professional football club shall be eligible for membership, except:

 

(A) . . . .

 

(B) If any privately held corporation . . . trust or other entity owns . . . any substantial non-football business or assets and owns . . . an interest in . . . a member club, then:

 

(1) The member club shall be held in a separate corporation . . . ("the Football Company"), . . . the only material assets of which shall be the member club;

 

(2) The ownership interest in the Football Company shall be held directly by a holding company that shall have . . . only ownership interests in other entities, and the ownership interests in the holding company shall be owned directly by individuals (or certain trusts or partnerships approved by the Commissioner's office); and

 

(3) The Football Company and all individuals or entities holding a direct or indirect interest in the Football Company shall be subject to all of the League policies and requirements on ownership.

 

See ... 2004 Resolution FC-1A (rules governing aggregation of a Principal Owner's ownership interest with those of immediate family members for the purposes of determining whether such a Principal Owner holds at least a 30% beneficial interest), App., p. 2004-11

 

The "stripped down" version is a little easier to understand.

 

While Ted Rogers was alive, he individually owned a private holding company, and that private holding company in turn owned most of the classs A voting shares of Rogers Communications, Inc. If Ted Rogers had wanted to make a bid to buy an NFL franchise while he was alive, he could have caused the holding company to form a new subsidiary - - let's call it Toronto Football Company - - and that subsidiary could have made the purchase offer for an NFL team.

 

After Ted Rogers died, ownership of the holding company passed to the Rogers Control Trust. IF the Rogers Control Trust now wants to buy an NFL franchise, the Rogers Control Trust can likewise cause the same holding company to form a new subsidiary - - we can still call it Toronto Football Company - - and that subsidiary can make a purchase offer for an NFL team.

 

Seems to me like after Ted Rogers died, the only significant difference, from the standpoint of the NFL Bylaws, is that (1) the Rogers Control Trust must not have more than a certain number of beneficiaries, (2) the Rogers Control Trust must include a person with at least a 30% beneficial interest, and (3) the Rogers Control Trust must be "approved by the Commmissioner's office."

 

I have no idea how many beneficiaries the Rogers Control Trust has - - but it could easily be less than the upper limit allowed by the NFL. I also don't know if any single beneficiary of the Rogers Control Trust has more than a 30% interest - - but I do know that the NFL Bylaws define "immediate family" in a way that is likely to allow the interests of multiple beneficiaries to be aggregated for purposes of satisfying the 30% beneficial interest rule.

 

That may leave getting the Rogers Control Trust "approved by the Commissioner's office" as the only real barrier to having "Toronto Football Company" make an offer to buy an NFL team.

 

Now ask yourself, if the NFL wanted a team to move to Toronto after LA gets a team, but the NFL didn't want to publicly disclose that fact just yet, how easy would it be to simply delay formal approval of the Rogers Control Trust by the Commissioner's office? If the NFL simply delayed such final approval, the Rogers executives like Phil Lind could honestly say that "there is no one at Rogers currently in a position to buy an NFL franchise."

 

Why start a firestorm in Buffalo now when it could so easily be avoided?

 

The NFL Bylaws allow the ownership interests of the "controlling" owner's "immediate family" to be combined for purposes of meeting the requirement that the controlling owner must own at least a 30% benefical interest in a franchise. But if Ted Rogers set up the Rogers Control Trust in a way that left at least 30% of Ted's interest to members of his "immediate family," seems to me like Ted's death didn't necessarily disqualify his "family" (technically the "Rogers Control Trust") from making a purchase offer for an NFL team - - they just need to comply with the formality of creating "Toronto Football Company" - - something Ted Rogers probably would have done anyway had he lived. Wealthy people typically don't own multi-million dollar businesses in their individual capacities.

Edited August 29, 2011 by ICanSleepWhenI'mDead

[ICanSleepWhenI'mDead]

Do the NFL bylaws allow team ownership by corporations, limited liability companies, trusts, etc? Of course they do. Do the NFL bylaws allow team ownership by public corporations, public limited liability companies, public trusts, etc? Of course they do not.

 

It sounds like we agree that the NFL Bylaws allow trusts to own teams.

 

Which brings us back to Rogers. Since the Trust now controls the assets of the estate, the Trustee is responsible for the administration of the estate under whatever guidelines Ted set out. Ted could have easily spelled out that the Trust should find a way to buy the Buffalo Bills. But that's highly improbable, because no trustee in his right mind would sign off on administering an estate that mandates it to use the bulk of its assets to buy an illiquid asset that could drain cash for years. You also have no idea what the estate beneficiaries want and how they would take on the thought of buying an NFL franchise in a place that isn't exactly screaming for a team and doesn't have an NFL caliber stadium (meaning they'll likely need to pony up another couple of hundred million to have the stadium built).

 

I agree with the part I bolded above. Do you have any idea whether the beneficiaries were involved in the operation of the business before Ted Rogers died? Whatever people may have thought of him on a personal level, everything I've read seems to indicate that he was pretty good at making money. If the beneficiaries knew that Ted had publicly announced that he wanted to bring an NFL team to Toronto, and knew that such a plan was consistent with Ted's strategy of trying to control professional sports in Toronto so that he would own some of the content that he wanted to broadcast on other assets he already owned, don't you think his family members might be inclined to follow through on Ted's announced plans? Now I'll grant you that there is no guarantee that they would do so, but isn't it at least plausible that having watched Ted Rogers make a gazillion dollars over the years, the beneficiaries of his estate might value his announced business plans, and be hesitant to depart from them?

 

Without knowing more details about the Rogers Control Trust's inner workings, it's hard to know exactly how it will make decisions. The press release does say:

 

"The Control Trust Chair will act as the representative of the controlling shareholder in dealing with RCI on the

company's long-term strategy and direction, and vote the Class A voting shares of RCI held by the private Rogers family holding companies in accordance with the estate arrangements."

 

That doesn't sound to me like the Control Trust Chair is going to merely passively follow the directions of some bank acting as Trustee, but I'll also grant you that without seeing the governing trust documents it's difficult to know exactly how decisions will be made.

 

It's been widely reported that Rogers Communications is trying to buy Maple Leaf Sports & Entertainment (the majority owner of the Toronto Maple Leafs). If that's true, there must be a trustee somewhere that's going along with it. Sure doesn't seem like the Rogers Control Trust is shying away from ownership of professional sports franchises.

 

There's already lots of discussion about how Toronto might meet NFL football stadium requirements in this thread - - I won't rehash that here.

 

This discussion may have had more merit if Ted Rogers was still alive, as the NFL was his dream. With him gone, Rogers Communications can't wait for the series to end fast enough.

 

http://sports.espn.go.com/nfl/news/story?id=5768936

 

Updated: November 5, 2010, 6:37 PM ET

 

Corporation wants to extend Bills' deal

 

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Associated Press

 

TORONTO -- Despite difficulties getting Toronto sports fans to warm up to the Buffalo Bills, Rogers Communications is committed to extending the team's five-year series in the city beyond 2012.

 

"We're there for the long haul in one way or another," Rogers vice chairman Phil Lind told The Associated Press on Friday. "We believe in this."

 

* * * * * * * * *

 

Lind acknowledged the troubles in noting the series hasn't lived up to the high expectations company founder, the late Ted Rogers, expressed in announcing the deal in February 2008. That's when Rogers, who died the following December, envisioned full houses and fans lining up for blocks to buy tickets.

 

"I think that, when we first announced it, Mr. Rogers was perhaps a bit over-enthusiastic," Lind said. "That's the way he was in everything."

 

Overall, Lind said, "we're very happy with the series," and noted it has met the objective of establishing Toronto as a potential NFL market.

 

Attending NFL meetings, Lind said owners are interested in the Toronto market as a potential host for a permanent franchise.

 

"If you polled the owners of the teams, you would find increasingly, a realization that Toronto is one of the next moves," Lind said. "Increasing, they're all saying, 'Why not?"

 

Lind said Rogers would be committed to playing a key role in luring a franchise, while understanding that NFL rules don't allow corporations to own franchises.

 

"Rogers would certainly play a role, whether that's putting the pieces together or actually doing it itself with the Rogers family," Lind said. "I'm uncertain at this moment, but there's no question that the people in the Rogers organization would be intimately involved in assembling a package."

[ICanSleepWhenI'mDead]

. . . . it's not out of the question the Bills will relocate to Toronto.

that said, it won't be the result of any side deal already having been made.

-- first, there is no one at Rogers currently in a position to purchase an NFL franchise. Phil Lind has even acknowledged that point.

-- second, if there was a deal, why is there continued talk of attempts to lure other franchises to Toronto. that talk was prevelant when the Bills In Toronto series was first announced, and remains the case now.

-- third, lack of a game-ready stadium, requirement of NFL approval, political ramifications on both sides of the border all stand as significant obstacles for a deal to become reality.

 

jw

It's been a while since your above-quoted post. Although I think I responded to the rest of it, I never directly responded to your second point (bolded above).

 

As I have pointed out elsewhere in this thread, we don't know exactly what persons or business entities were signatories to the Bills-In-Toronto deal, because unlike the Buffalo Bills stadium lease with Erie County, the Bills-In-Toronto series contract has never been made public, AFAIK. So let's just identify the interest on the Toronto side of the deal as the "Toronto Businessmen" for now, with the understanding that the actual people involved probably created or used some form of corporation, partnership, joint venture or other legal entity to carry out their objectives.

 

So why would "Toronto Businessmen" continue to be involved in attempts to lure other NFL franchises to Toronto, if they had already received, as part of the Bills-In-Toronto Series deal, a right-of-first-refusal to buy the Bills exercisable upon Ralph's death?

 

I can think of several reasons:

 

1. First, even if the "Toronto Businessmen" already had such a right-of-first-refusal, there would be no guarantee that they would be able to actually become owners of the Bills after Ralph's death, because:

 

(a) A right-of-first-refusal is essentially a right to match the highest bid submitted by some other potential owner in the future. If somebody like Jerry Jones or Daniel Snyder (not those exact people, but one or more businessmen with a similar approach) made a crazy-high bid to buy the Bills after Ralph dies at some indefinite future date, the Toronto Businessmen might lack the desire or ability to match a crazy-high future offer. But the good thing about having a right-of-first-refusal, from the perspective of the Toronto Businessmen, is that it doesn't obligate them to do anything at all. If Spawn Of Daniel Snyder makes a crazy high bid to buy the Bills after Ralph's death, the Toronto Businessmen could simply decide not to exercise their right to match the crazy-high offer. They could just let Spawn Of Daniel Snyder buy the Buffalo Bills, and wait for an opportunity to buy some other NFL franchise to arise.

 

(b) The ability of the Toronto Businessmen to get the required approval votes of at least 24 of the other 31 NFL owners might change. Let's say that when Ralph dies, other potential owners make bids to buy the Bills, but none of the offers come in crazy-high. So in this scenario, the Toronto Businessmen make a reasonable business decision to exercise their right-of-first-refusal to buy the Bills. Even then, the Toronto Businessmen would not be guaranteed of taking ownership of the franchise. What if the collective views of the NFL owners toward international expansion change between the time the Bills-In-Toronto Series deal was signed, and the time that Ralph eventually dies? At that indefinite future date, the Toronto Businessmen might find themselves only able to get 23 approval votes, and lose the opportunity to buy the Bills. Lots of factors could impact how the 31 other NFL owners vote on some future sale of the Bills. Maybe the other business interests of the Toronto Businessmen take a turn for the worse by the time Ralph dies, and even though the Toronto Businessmen can still raise the cash to buy the Bills, the other 31 NFL owners have doubts about whether the Toronto Businessmen would be as desireable as some other bidder who offered the exact same price.

 

(c ) The political climate in Toronto might become less favorable in the future with respect to getting public funding or other assistance with respect to getting a suitable NFL stadium. I'm not saying that any such assistance is a sure thing now, but from the Toronto Businessmen's perspective, at least the present Toronto mayor and his councilman brother have both publicly supported the idea of bringing an NFL team to Toronto. If the "dig down" theory is plausible, and could be done at reasonable expense with private money, the Toronto Businessmen could expect the current Toronto mayor to grease the skids for obtaining whatever city approvals were required to put the "dig down" plan in motion. Whenever Ralph eventually dies, somebody else could be the mayor of Toronto, and might be more hostile to the idea of bringing in an NFL team.

 

2. Second, who knows how long the Toronto Businesssmen might have to wait for Ralph to die? AFAIK, back when the Bills-In-Toronto Series deal was negotiated, Ralph was in pretty good health for a man his age. It was certainly possible that the Toronto Businessmen might have to wait a decade or more before they could exercise their right-of-first-refusal, even if the potential obstacles I outlined in 1(a), 1(b) and 1(c ) above never arose. From the Toronto Businessmen's perspective, why wait a decade or more to bring an NFL team to Toronto if you don't have to?

 

In summary, does any of this prove that Toronto Businessmen already have a right-of-first-refusal to buy the Bills after Ralph dies? Absolutely not. But if you understand how a right-of-first refusal works and analyze the situation, I think you can conclude that there are sensible reasons why the Toronto Businessmen would still make attempts to buy other NFL teams and move them to Toronto, rather than just waiting for Ralph to die at some indefinite future date and just hoping that none of the above-described obstacles (or others) arise in the interim.

Edited September 6, 2011 by ICanSleepWhenI'mDead

[Delete This Account]

i still don't see it happening.

 

jw

[8-8 Forever?]

i still don't see it happening.

 

jw

why is this thread still open?? can't we just enjoy the team and let things happen... the fans have their say by supporting the team and filling the stadium...

[papazoid]

but i do see the next agreement being 2 regular season home games in Toronto (with or without an 18 game schedule)and for 10 years in length.

[ICanSleepWhenI'mDead]

i still don't see it happening.

 

jw

Fair enough. I think the Toronto Businessmen would have explored the idea during the negotiations leading up to the Bills-In-Toronto Series deal (especially since Larry Tanenbaum had previously used a right-of-first-refusal in his MLSE transactions), but you're in a far better position than me to predict how Ralph would have responded to the suggestion.

 

I've still seen no quoted statements by Ralph that would be inconsistent with the granting of a right-of-first-refusal to the Toronto Businessmen, but because Ralph rarely talks about ownership succession, I suppose that's not surprising.

[GG]

Fair enough. I think the Toronto Businessmen would have explored the idea during the negotiations leading up to the Bills-In-Toronto Series deal (especially since Larry Tanenbaum had previously used a right-of-first-refusal in his MLSE transactions), but you're in a far better position than me to predict how Ralph would have responded to the suggestion.

 

I've still seen no quoted statements by Ralph that would be inconsistent with the granting of a right-of-first-refusal to the Toronto Businessmen, but because Ralph rarely talks about ownership succession, I suppose that's not surprising.

 

Oh dear lord. Could it be that the TORONTO BUSINESSMAN in question is DEAD?

[Delete This Account]

Fair enough. I think the Toronto Businessmen would have explored the idea during the negotiations leading up to the Bills-In-Toronto Series deal (especially since Larry Tanenbaum had previously used a right-of-first-refusal in his MLSE transactions), but you're in a far better position than me to predict how Ralph would have responded to the suggestion.

 

I've still seen no quoted statements by Ralph that would be inconsistent with the granting of a right-of-first-refusal to the Toronto Businessmen, but because Ralph rarely talks about ownership succession, I suppose that's not surprising.

i have never been quoted as saying i intend to buy the L.A. Dodgers. does that, by default, then make me a candidate?

 

jw

[GG]

i have never been quoted as saying i intend to buy the L.A. Dodgers. does that, by default, then make me a candidate?

 

jw

 

Based on my inside sources? Yes.

[Delete This Account]

Based on my inside sources? Yes.

 

jw

[Mr. WEO]

but i do see the next agreement being 2 regular season home games in Toronto (with or without an 18 game schedule)and for 10 years in length.

Never......gonna.....happen.

 

Who would want to buy an NFL team that plays 25% of its "home" games in a small, ill shaped Canadian echo chamber? That contract would be an albatross.

[ICanSleepWhenI'mDead]

 

* * * * * * * *

 

Ted Rogers wasn't an NFL man, but he was a big Toronto booster and a visionary, who had both the resources and the willpower to go after this deal and make it work.

Tanenbaum was brought in, but regarded as a minor player. and as i've noted, i don't believe he's still tied to the Bills-In-Toronto series. ...

 

jw

Hey jw! No attacks or sarcasm in this reply - - just a question:

 

Is it your understanding that Ted Rogers made the visionary decision to go after bringing an NFL team to Toronto for some regular season games, and then later got Tanenbaum interested in some sort of participation in accomplishing that?

[papazoid]

Never......gonna.....happen.

 

Who would want to buy an NFL team that plays 25% of its "home" games in a small, ill shaped Canadian echo chamber? That contract would be an albatross.

 

any owner who wanted to maximize revenue ??.....For the record, Forbes reported the team's total operating income at $28.2 million in 2010. Broken down, that's about $4 million per game, as opposed to about $12.5 million per Toronto regular season game.

[Delete This Account]

Hey jw! No attacks or sarcasm in this reply - - just a question:

 

Is it your understanding that Ted Rogers made the visionary decision to go after bringing an NFL team to Toronto for some regular season games, and then later got Tanenbaum interested in some sort of participation in accomplishing that?

based on how poorly the launch went with the Bills in Toronto series, and the state that series is currently in, i'm not entirely sure what Rogers was thinking or envisioning aside from fans lining up to Queen Street for pricey tickets.

that didn't never came close to materializing.

 

jw