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19-50902-cag Claim#20 Filed 06/24/19 Main Document Page 1 of 6

, Bell Nunnally & Martin LLP


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Give Information About the Cla im as of the Date the Case Was Filed

6. Do you have any number 12!1 No


you use to identify the 0 Yes. Last 4 digits of the debtor's account or any number you use to identify the debtor: __
debtor?

~--------- -- --
7. How much is the claim? s See Attached Exhibit "A" . Does this amount include interest or other charges?
0 No
0 Yes. Attach statement itemizing interest, fees, expenses, or other
charges required by Bankruptcy Rule 3001(c)(2)(A).

8. What is the basis of the Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card.
c laim?
Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001 (c).
Limit disclosing information that is entitled to privacy, such as health care information.

See Attached Exhibit "A"

9. Is all or part of the claim 11!1 No


secured? 0 Yes. The claim is secured by a lien on property.
Nature of property:
0 Real estate. If the claim is secured by the debtor's principal residence, file a Mortgage Proof of Claim
Attachment (Official Form 410-A) with this Proof of Clafm.
0 Motor vehicle
0 Other. Describe:

Basis for perfection:


Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for
example, a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has
been filed or recorded.)

Value of property: $._ __ _ __ __


Amount of the claim that Is secured: $_ _ __ _ _ __

Amount of the claim that is unsecured: $._ __ _ _ _ __ (The sum of the secured and unsecured
amounts should match the amount In line 7.)

Amount necessary to cure any default as of the date of the petition: $._ _ _ __ _ _ __

Annual Interest Rate {when case was filed)_ _ _%


0 Fixed
0 Variable

10. Is this claim based on a I]) No


lease?
0 Yes. Amount necessary t o cure any default as of the date of the petition. $_ _ __ _ __ _

11. Is this claim subject to a all No


right of setoff?
0 Yes. Identify the property: _ _ _ __ _ _ _ _ __ _ __ _ _ _ _ _ _ _ _ _ _ _ __

Official Form 410 Proof of Cl aim page 2


19-50902-cag Claim#20 Filed 06/24/19 Main Document Page 3 of 6

12. Is all or part of the claim I&) No


entitled to priorit y under
11 U.S.C. § 507(a)? 0 Yes. Check one: Am o u nt entitled to priority

A claim may be partly 0 Domestic support obligations (including alimony and child support) under
priority and partly 11 U.S.C. § 507(a)(1)(A) or (a)(1)(8).
nonpriority. For example,
in some categories, the 0 Up to S3,02s· of deposits toward purchase, lease, or rental of property or services for
law limits the amount personal, family, or household use. 11 U.S.C. § 507(a)(7).
entitled to priority.
0 Wages, salaries, or commissions {up to $13,650') earned wilhin 180 days before lhe
bankruptcy petition is filed or lhe debtor's business ends, whichever is earlier. $_ __ __ _ __
11 U.S.C. § 507(a)(4).
0 Taxes or penallies owed to governmental units. 11 U.S.C. § 507(a)(8). $_ __ _ _ __ _

0 Contributions to an employee benefit plan. 11 U.S.C. § 507(a)(S). $_ __ _ _ _ __

0 Other. Specify subsection of 11 U.S.C. § 507(a)L ) that applies. $_ _ _ _ _ _ __

• Amounts are subject to adjustment on 4/01/22 and every 3 years after that ror cases begun on or after the dale of adjustment.

Si gn B e l ow

The person completing Check the appropriate box:


this proof of claim must
sign and date It. 0 I am the creditor.
FRBP 9011(b). l&l I am the creditor's attorney or authorized agent.
If you file this claim 0 I am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.
electronically, FRBP
5005{a)(2) authorizes courts
0 I am a guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.
to establish local rules
specifying what a signature
is. I understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculating the
amount of the claim, the creditor gave the debtor credit for any payments received toward the debt.
A person who fil es a
fraudulent claim could be I have examined the information in this Proof of Claim and have a reasonable belief that the information is true
fined up to $500,000, and correct.
Imprisoned for up to 5
years, or both.
I declare under penalty of perjury that the foregoing is true and correct.
18 U.S.C. §§ 152, 157, and
3571.
Executed on date o,/ ..l.'-f /1 e15
MM T oo f YYYY

Print the name of the person who is completing and signing this claim:

Name Thomas G. Dundon


First name Middle name Last name

TiUe Manager
Company Dundon Capital Partners, LLC
Identify the corporate servicer as the company ir the authorized agent is a servicer.

Address c/o Russell W. Mills, 2323 Ross Avenue, Suite 1900


Number Street

Dallas TX 75201
City State ZIP Cod e

Contact phone (21 4) 740-1400 Email rm i lls@bellnunnally.com

Official Form 410 Proof of Cl aim page 3


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Exhibit “A”

Dundon Capital Partners, LLC, a Delaware limited liability company (“DCP”), hereby

asserts an unsecured, non-priority claim in an unknown amount against the debtor herein arising

from misrepresentations both prior to and after DCP’s investment. Thomas Dundon (“Dundon”)

hereby asserts an unsecured, non-priority claim against the debtor herein arising from its indemnity

obligations and from any other harm or damages suffered by Dundon in connection with his

relationship to the debtor herein.

1. DCP resuscitated a critically-ill business with a commitment of up to $70,000,000

in rescue capital to allow the Alliance of American Football (the “League”) to make payroll,

continue operations and fulfill its obligations through the first season of its operations. The last-

second nature of this cash infusion was undertaken by DCP based on the representations made to

it by Ebersol Sports Media Group, Inc. (“ESMG”) and its affiliates (collectively, the “AAF”).

2. The AAF told DCP that it would only need and was requesting only up to

$70,000,000 for the first season and asked DCP to make a commitment for that amount. The AAF

further represented that it could survive the season with only $55,000,000, leaving substantial

capital to prepare for the following season. There was never a commitment provided by DCP to

invest anything more than up to $70,000,000.

3. The AAF also told DCP that it had all authority necessary to consummate this

transaction with DCP. Proper authority was important because the AAF was committing to give

DCP 75% senior ownership of ESMG and voting control of the Board of Directors, with the

specific terms and transaction structure subject to DCP’s discretion.

4. Based on the representations of the AAF, DCP entered into a Binding Term Sheet

for Series 2 Preferred Stock (the “Term Sheet”) on February 14, 2019, wherein DCP agreed to

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make a maximum cumulative commitment of up to $70,000,000 based on the AAF’s

representations. DCP honored its obligations under the Term Sheet.

5. During the weeks following the execution of the Term Sheet, DCP learned a

number of alarming facts that revealed that the AAF was not forthcoming with Dundon and DCP.

6. DCP learned that, in addition to not having the funds to pay salaries after the first

week of the League’s games, the AAF also had accumulated more than $13,000,000 in unpaid

debts and commitments. The AAF did not disclose these unpaid debts or commitments to DCP

prior to the execution of the February 14, 2019 Term Sheet.

7. Even though AAF executives told DCP its contribution would get the AAF through

the first season, those executives knew at the time of the execution of the Term Sheet that the AAF

would likely need an additional $50,000,000 (including League revenue) on top of DCP’s

investment of up to $70,000,000 to get through the first season. The AAF and its executives never

disclosed this information to DCP.

8. DCP also learned after it executed the Term Sheet that the AAF had ongoing

threatened litigation from a past associate who claimed to be a co-founder of the League and who

was suing to obtain a 50% interest in the AAF. The AAF and its executives never disclosed this

information to DCP until after DCP executed the Term Sheet.

9. In February and March of 2019, DCP also learned that, despite representations by

the AAF that it had the requisite authority to enter into and perform its obligations under the Term

Sheet with DCP, it actually did not. The Board of ESMG had not in fact formally approved the

transaction. In addition, the transaction was not authorized by the requisite shareholders of

ESMG. And, although the Term Sheet promised preferred stock to DCP for its equity investment,

the AAF actually did not have enough shares authorized to satisfy the issuance required under the

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Term Sheet. The AAF and its executives never disclosed this information to DCP until after DCP

executed the Term Sheet.

10. The AAF, prior to DCP’s involvement, had a pattern of willful omission of material

facts, in particular regarding its prospects, obligations and opportunities. The AAF did not

appropriately disclose material facts to DCP prior to the capital commitment.

11. The AAF has misrepresented to the public, employees, and players the details of

DCP’s financial commitment to the League, has failed to disclose to the public that DCP’s

“maximum cumulative commitment” to the League was only up to $70,000,000, and made

misrepresentations that the League was financially viable. The AAF has also misrepresented that

DCP did not invest the amount required under the Term Sheet.

12. DCP asserts a claim against the debtor herein to recover its $70,000,000 investment.

Dundon asserts a claim against the debtor herein arising from its indemnity obligations and any

other harm or damages suffered by him in connection with his relationship with the debtor herein.