BOY SCOUTS of AMERICA and Case No

Case 20-50527 Doc 5 Filed 02/18/20 Page 1 of 2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

BOY SCOUTS OF AMERICA AND Case No. 20-10343 (___) DELAWARE BSA, LLC,1 Joint Administration Pending Debtors.

BOY SCOUTS OF AMERICA,

Plaintiff, Adv. Pro. No. 20-50527 (___)

A.A., et al,2 Re: D.I. 2 and 4

Defendants.

NOTICE OF FILING OF PROPOSED REDACTED VERSION OF VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF

PLEASE TAKE NOTICE that, on February 18, 2020, the Boy Scouts of America (the “BSA”), as the non-profit corporation that is a debtor and debtor-in-possession in the above- captioned bankruptcy case and plaintiff in this adversary proceeding filed the Verified Complaint for Injunctive Relief (the “Complaint”) under seal.

PLEASE TAKE FURTHER NOTICE that, in connection with the filing of the Complaint under seal, the BSA filed the Plaintiff’s Motion for Entry of an Order Authorizing the Debtors to File Under Seal (I) Exhibit A to the Complaint and (II) the Griggs Declaration (the “Motion to Seal”).3

PLEASE TAKE FURTHER NOTICE that, in accordance with Local Rule 9018-1(d), and as set forth in the Motion to Seal, attached hereto as Exhibit A is a redacted copy of the Complaint.

2 A full list of the Defendants in this adversary proceeding is included in redacted form in on Exhibit A attached hereto to protect the privacy interests of abuse victims. An unredacted version of this Complaint and Exhibit A hereto will be served on each Defendant’s counsel.

3 Capitalized terms not defined herein are defined in the Motion to Seal. Case 20-50527 Doc 5 Filed 02/18/20 Page 2 of 2

Dated: February 18, 2020 MORRIS, NICHOLS, ARSHT & TUNNELL LLP Wilmington, Delaware /s/ Derek C. Abbott Derek C. Abbott (No. 3376) Andrew R. Remming (No. 5120) Joseph C. Barsalona II (No. 6102) Eric W. Moats (No. 6441) Paige N. Topper (No. 6470) 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Telephone: (302) 658-9200 Email: [email protected] [email protected] [email protected] [email protected] [email protected]

– and –

SIDLEY AUSTIN LLP James F. Conlan (pro hac vice pending) Thomas A. Labuda (pro hac vice pending) Michael C. Andolina (pro hac vice pending) William A. Evanoff (pro hac vice pending) Matthew E. Linder (pro hac vice pending) One South Dearborn Street Chicago, Illinois 60603 Telephone: (312) 853-7000 Email: [email protected] [email protected] [email protected] [email protected] [email protected]

– and –

SIDLEY AUSTIN LLP Jessica C. K. Boelter (pro hac vice pending) 787 Seventh Avenue New York, New York 10019 Telephone: (212) 839-5300 Email: [email protected]

PROPOSED COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION

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EXHIBIT A

Redacted Complaint

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

BOY SCOUTS OF AMERICA AND Case No. 20-10343 (___) DELAWARE BSA, LLC,1 Joint Administration Pending Debtors.

BOY SCOUTS OF AMERICA,

Plaintiff, Adv. Pro. No. 20-50527 (___)

A.A., et al.,2

Defendants.

VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF

The Boy Scouts of America (the “BSA”), as the non-profit corporation that is a debtor

and debtor-in-possession in the above-captioned bankruptcy case and plaintiff in this adversary

proceeding, alleges for its Verified Complaint (the “Complaint”), upon knowledge of its own

acts and upon information and belief as to other matters, as follows:

NATURE OF THE ACTION AND THE NEED FOR RELIEF

1. This is an adversary proceeding brought pursuant to Rules 7001(7) and 7065 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and sections 105(a) and

362 of title 11 of the United States Code (the “Bankruptcy Code”). This adversary proceeding

1 The Debtors in these chapter 11 cases, together with the last four digits of each Debtors’ federal tax identification number, are as follows: Boy Scouts of America (6300) and Delaware BSA, LLC (4311). The Debtors’ mailing address is 1325 W. Walnut Hill Ln., Irving, TX 75038. 2 A full list of the Defendants in this adversary proceeding is included in redacted form on Exhibit A attached hereto to protect the privacy interests of abuse victims. An unredacted version of this Complaint and Exhibit A hereto will be served on each Defendant’s counsel. Case 20-50527 Doc 5-1 Filed 02/18/20 Page 3 of 29

seeks to extend the stay to enjoin the prosecution of the Pending Abuse Actions (as defined

below) asserted against the BSA Related Parties (as defined below).

2. The BSA, together with certain independently incorporated local councils (the

“Local Councils”) and chartered organizations (the “Chartered Organizations”) that collectively

operate under the BSA federal charter to deliver the Scouting program, currently are co-

defendants in approximately 275 pending civil actions in state and federal courts around the

country asserting personal injury abuse claims and causes of action (collectively, the “Pending

Abuse Actions”).3 The preliminary injunction sought in this Complaint applies to the Pending

Abuse Actions as against the BSA, to the extent not already covered by the automatic stay, and

the claims and causes of action asserted against (i) non-debtor Learning for Life, a non-stock organization affiliated with the BSA (“LFL”), (ii) the non-debtor Local Councils, and (iii) all

other non-debtor Chartered Organizations, to the extent they are named as co-defendants with the

BSA, a Local Council, and/or LFL in a Pending Abuse Action ((i), (ii), and (iii), collectively, the

“BSA Related Parties”).4

3. The BSA seeks a preliminary injunction to enjoin the continued prosecution of,

and to extend the automatic stay to (if not otherwise subject to the automatic stay imposed by

section 362 of the Bankruptcy Code), the Pending Abuse Actions as against the BSA and the

BSA Related Parties, for a period of 180 days from the issuance of the injunction.

4. The BSA seeks this preliminary injunction to avoid the irreparable harm to its estate and its prospects for reorganization that would occur if such litigation were allowed to continue unabated. As long as the Pending Abuse Actions are actively prosecuted against the

3 A list of the Pending Abuse Actions to be stayed is attached as Exhibit A hereto. The BSA only seeks to stay the Pending Abuse Actions to the extent they assert claims against the BSA or any of the BSA Related Parties identified on Exhibit B hereto. 4 As noted above, a list of BSA Related Parties is included in Exhibit B to this Complaint.

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BSA and/or the BSA Related Parties, the value of the estate will continue to be rapidly eroded by the staggering direct and indirect costs of litigation. The BSA spent more than $150 million on settlements and legal and related professional costs from 2017 through 2019 alone.

5. In addition to these the hard costs, the prosecution of the Pending Abuse Actions would result in substantial and relentless pressure on the BSA’s operations and employees. For

example, unless the stay is extended, the BSA would be required to engage in piecemeal

litigation on behalf of the BSA Related Parties, even as it attempts to resolve claims against itself

in its bankruptcy case. This involvement would include formulating litigation strategies,

assisting in discovery, protecting against disclosure of privileged or otherwise protected

documents, attending depositions, preparing witnesses and a myriad of other litigation tasks.

Moreover, the BSA and its employees would be distracted during this critical stage from, among

other things, negotiating an equitable, global resolution of all of the Pending Abuse Actions and pursuing a plan of reorganization. Absent the requested relief, these monetary and non-monetary

costs will continue, regardless of whether the Pending Abuse Actions proceed against only the

BSA Related Parties.

6. The requested injunction supports the strategy of the entire chapter 11

restructuring of the BSA and Delaware BSA, LLC (collectively, the “Debtors”). To that end,

along with the breathing spell the BSA seeks herein, the Debtors are in the process of seeking

other forms of relief in furtherance of their dual objectives in these chapter 11 cases: (a) the

timely and equitably compensating victims of abuse in Scouting and (b) ensuring that the BSA

emerges from bankruptcy with the ability to continue its vital charitable mission. Namely, the

Debtors are (a) establishing and populating an electronic data room with information regarding the BSA’s and the Local Councils’ assets, including any restrictions on such assets; (b) assisting

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in the formation of an ad hoc committee of Local Councils; (c) engaging an independent third- party representative for future abuse claimants; (d) filing a motion seeking to establish a schedule for this Court to hear and adjudicate any disputes regarding whether the BSA’s assets are available to satisfy creditor claims; (e) filing a motion to establish comprehensive procedures for providing notice of the applicable bar dates to the Debtors’ creditors and for creditors, including abuse victims, to file proofs of claim; (f) filing a motion seeking the appointment of a sitting bankruptcy judge as a mediator and the referral to mandatory mediation of all issues related to a global settlement of abuse claims through a consensual plan of reorganization; (g) filing a plan of reorganization that provides a framework for the negotiation of a global resolution of abuse claims asserted against the BSA and a comprehensive restructuring of the BSA; (h) removing any Pending Abuse Action that was pending in a state court as of the Petition Date to its corresponding federal district court (or bankruptcy court, depending upon the applicable local rules); and (i) commencing a proceeding in the United States District Court for the District of

Delaware seeking the nationwide transfer of the Pending Abuse Actions to that court pursuant to

28 U.S.C. §§ 157(b)(5) and 1334(b).

7. The BSA therefore respectfully requests that the Court issue the requested injunction. To be clear, the BSA acknowledges that the Pending Abuse Actions, as against the

BSA, are explicitly subject to the automatic stay. However, because the scope of the Pending

Abuse Actions is so vast—involving hundreds of separate cases across dozens of jurisdictions— the BSA cannot sustain a case-by-case or claim-by-claim litigation of the scope of the automatic stay, any exceptions thereto, and any lift-stay motions that may be filed. Instead, the BSA asks that this Court stay the Pending Abuse Actions—as against the BSA and the BSA Related

Parties—to provide the best opportunity for a successful reorganization.

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JURISDICTION AND VENUE

8. This adversary proceeding arises in and relates to the BSA’s case pending before this Court under chapter 11 of the Bankruptcy Code.

9. The Court has jurisdiction to consider this adversary proceeding pursuant to

28 U.S.C. §§ 157 and 1334, and the Amended Standing Order of Reference from the United

States District Court for the District of Delaware, dated February 29, 2012.

10. This Court has subject matter jurisdiction over the claims against the BSA and against the BSA Related Parties pursuant to 28 U.S.C. §§ 157 and 1334. Related-to jurisdiction exists over the claims against the non-debtor BSA Related Parties because (1) the BSA and the

BSA Related Parties share an identity of interest, based upon their shared purpose and common mission and the BSA’s lead role in defending and resolving the Pending Abuse Actions, such that the claims against the BSA Related Parties are, in effect, claims against the BSA’s estate; (2) the BSA shares insurance with the BSA Related Parties in the Pending Abuse Actions; (3) the claims against the BSA Related Parties raise factual and legal questions that are substantially identical to, and inextricably intertwined with, those raised by the claims against the BSA; and

(4) continued prosecution of claims against the BSA Related Parties will have an adverse impact on the Debtors’ ability to reorganize.

11. This is a core proceeding under 28 U.S.C. § 157(b), and the BSA confirms its consent, pursuant to Local Rule 9013-1(f), to the entry of a final order or judgment by the Court in connection with this Motion if it is determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the

United States Constitution.

12. Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409.

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THE PARTIES

13. The BSA is a congressionally chartered non-profit corporation that serves a unique and critically important mission: to train young men and women in responsible

citizenship, character development, and self-reliance through participation in a wide range of

outdoor activities, educational programs, and, at older age levels, career-oriented programs in

partnership with community organizations.

14. To carry out its mission, a core function of the BSA is chartering the

independently incorporated Local Councils and Chartered Organizations that deliver Scouting to

U.S. citizens around the world. Each of the BSA’s more than 81,000 Scouting units is

organized, registered and supported by a Local Council assigned to a geographic area in which

the unit is located. The BSA has chartered approximately 261 Local Councils across the United

States, which are led by paid professional adult leaders and volunteers called “Scouters.” Each

Local Council is separately incorporated under the non-profit laws of its respective state. The

Local Councils are tasked with facilitating and overseeing all Scouting activities in their assigned

geographic areas. To accomplish this, the professional staff of the Local Councils work in

tandem with volunteer leaders to partner with local organizations, such as faith-based

organizations, clubs, civic associations, businesses, groups of individuals, and educational

institutions, to serve as Chartered Organizations. The Chartered Organizations in turn sponsor,

and in some cases operate, units — referred to as “packs” for Cub Scouts, “troops” for Scouts

BSA (formerly known as Boy Scouts), “crews” for Venturing units, “ships” for Sea Scouts,

“labs” for STEM Scouts, and “posts” for Exploring — that comprise the backbone of the

Scouting programs. These units are led by adult volunteers appointed by the Chartered

Organization in consultation with Local Councils and the BSA. In addition, LFL, a non-stock,

non-profit corporation under the laws of the District of Columbia affiliated with the BSA, works 6

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with the BSA and local community organizations to provide the Exploring program, which focuses on educational and career-oriented experiences. Each of these entities and individuals – the BSA, Local Councils, Chartered Organizations, LFL, professional Scouters, and volunteer leaders – are essential to the success of Scouting programs in the United States.

15. Although not named parties in this adversary proceeding, as noted above, the

BSA Related Parties are listed in Exhibit B to the Complaint.

16. The Defendants in this adversary proceeding are certain plaintiffs in the Pending

Abuse Actions who have asserted claims against certain of the BSA and the BSA Related

Parties. The Defendants are listed in the caption of this Complaint and Exhibit A to this

Complaint.

FACTUAL BACKGROUND

The Pending Abuse Actions

17. As has been widely reported, the BSA is currently a defendant (in most cases,

along with certain of the BSA Related Parties) in numerous lawsuits related to historical acts of

sexual abuse in its programs. The BSA cares deeply about all victims of child abuse and

sincerely apologizes to anyone who was harmed during their time in Scouting. The BSA also

understands that no apology can repair the damage caused by this abuse or take away the pain

that victims have endured. The BSA is steadfast in its commitment to provide equitable

compensation to victims of abuse in its Scouting programs and to continually improve its

policies to prevent abuse. The BSA will continue to actively encourage anyone who has suffered

from abuse as a Scout to come forward.

18. Many of these victims have taken legal action against the BSA and the BSA

Related Parties in the civil tort system. There are currently approximately 275 lawsuits pending

in state and federal courts across the United States asserting abuse-related claims against the

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BSA. The BSA is unable to continue to address abuse litigation in the tort system on a case-by-

case basis without jeopardizing its ability to carry out its vital charitable mission. In addition to

the unsustainable financial cost of continuing to engage in piecemeal litigation across the

country, continuing this process will result in the risk of inconsistent judicial outcomes and

inequitable treatment of victims.

19. For these reasons, beginning in late 2018, the BSA, with the assistance of its legal and financial advisors, began to explore strategic options for achieving an equitable global resolution of abuse claims, including efforts to reach an agreement with a substantial number of abuse victims that could be implemented through a prearranged chapter 11 proceeding. After it became clear that there were no meaningful prospects for a prearranged global resolution, the

BSA commenced these chapter 11 cases.

20. While the Pending Abuse Actions have without question been automatically stayed as against the BSA, certain of the actions also assert claims against the BSA Related

Parties, who are not debtors.

Impact of Pending Abuse Actions on the Debtors’ Resources

21. Continued litigation of the Pending Abuse Actions on the scale faced by the

Debtors will deplete estate assets, consume management attention, and severely harm the BSA’s

ability to carry out its mission.

22. The costs of litigating hundreds of actions across the country are immense. The

BSA spent more than $150 million on settlements and legal and related professional costs from

2017 through 2019 alone. As the number of lawsuits nearing dispositive motion practice and

trial increases in 2020 and beyond, there is no reason to think that litigation expenses directly

connected to the Pending Abuse Actions will decrease.

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23. In addition to financial costs, the Pending Abuse Actions have a significant impact on the BSA’s day-to-day conduct operations. The time and energy required to monitor, manage, and direct the BSA’s response to the Pending Abuse Actions is enormous. Unless the

stay is extended to BSA Related Parties, the BSA necessarily will remain involved in a wide variety of litigation matters, including, for example, responses to discovery requests, the overwhelming majority of which are directed at the BSA as opposed to solely at any of the BSA

Related Parties. Moreover, the BSA will likely need to continue its roles in facilitating the retention of joint defense counsel, coordinating with insurance carriers, and assessing proposed settlements.

24. The BSA is a non-profit corporation that relies largely on member fees and

donations. Unlike a for-profit corporation, the BSA cannot rely on revenues from the ordinary

sales of products or services to sustain its operations during bankruptcy. Rather, there is a close

correlation between the viability of the BSA as an institution and the public’s confidence in the

BSA’s ability to carry out its mission to serve youth, families and local communities through its

Scouting programs. A prolonged bankruptcy case would erode public confidence in the BSA,

jeopardize its ability to operate, and ultimately deprive America’s youth of the ability to

participate in Scouting. A prolonged chapter 11 case would also deplete the assets available to compensate abuse victims.

The Bankruptcy Proceeding

25. On February 18, 2020 (the “Petition Date”), the Debtors each filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy

Court for the District of Delaware.

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26. The Debtors have commenced the chapter 11 cases to achieve the dual objectives

of (a) equitably compensating victims of abuse in Scouting and (b) ensuring that the BSA emerges from bankruptcy with the capability to continue carrying out its vital charitable mission.

27. The Debtors seek to use tools specifically provided by the Bankruptcy Code and related statutes to provide a pause in the Pending Abuse Actions and seek a more equitable and efficient procedural path forward. As discussed in paragraph 5 above, in addition to the injunctive relief sought in this Complaint, the Debtors are concurrently taking several immediate steps and seeking related forms of relief in furtherance of their objective to achieve a speedy and equitable resolution of their chapter 11 cases.

CLAIM FOR RELIEF

COUNT ONE

(Extension of the Automatic Stay to Enjoin Actions Against BSA Related Parties)

28. The BSA repeats and re-alleges the allegations contained in the preceding

paragraphs of this Complaint as if fully set forth herein.

29. The BSA seeks to extend the automatic stay to enjoin the Pending Abuse Actions

against the BSA Related Parties, pursuant to sections 105(a) and 362 of the Bankruptcy Code,

for a period of 180 days from the issuance of the injunction.

30. Sections 362 and 105(a) of the Bankruptcy Code empower this Court to extend

the stay to enjoin the prosecution of claims against the non-debtor BSA Related Parties.

31. Section 362 automatically stays, among other things, (1) “the commencement or

continuation . . . of a judicial, administrative, or other action or proceeding against the debtor that

was or could have been commenced before the commencement of the case under this title, or to

recover a claim against the debtor that arose before the commencement of the case under this

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title,” 11 U.S.C. § 362(a)(1); and (2) “any act to obtain possession of property of the estate or of property from the estate or to exercise control over property of the estate,” 11 U.S.C. § 362(a)(3).

32. Section 105(a) provides that this Court “may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. §

105(a).

33. As set forth above, this Court has the jurisdiction and authority to enjoin the claims against the non-debtor BSA Related Parties pursuant to sections 362 and 105(a) because the actions will have a direct and substantial impact on the Debtors’ estates.

34. It is likely that there will be a successful reorganization, and a stay of the claims against the BSA Related Parties will further the likelihood of this success. Although the Debtors have only just commenced their bankruptcy cases, they have taken a number of significant and crucial steps to ensure a successful reorganization. For example, the Debtors are concurrently filing a proposed plan of reorganization and a disclosure statement, signaling a clear path forward towards the successful emergence from these chapter 11 proceedings. The Debtors are also pursuing a number of avenues to pause, consolidate, and mediate the Pending Abuse

Actions to bring all stakeholders and parties in interest together in one centralized forum to achieve a consensual resolution to their chapter 11 cases.

35. Absent a stay of the claims against the BSA Related Parties, there would be irreparable harm to the BSA’s estates and prospect for reorganization.

36. Because the BSA Related Parties are either additional or named insureds on certain of the BSA primary, umbrella, and excess insurance coverage and thus “share” insurance coverage, any judgment or liability resulting from the continuation of the Pending Abuse Actions

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against the BSA Related Parties threatens to deplete estate assets that are essential to the BSA’s reorganization and the equitable treatment of all abuse victims.

37. The claims against the non-debtor BSA Related Parties are based on conduct substantially related to, and inextricably intertwined with, that alleged to have been engaged in by the BSA, such that the BSA faces substantial risks of collateral estoppel, record taint, and evidentiary prejudice unless the Pending Abuse Actions are stayed.

38. Continuation of the Pending Abuse Actions will divert critical resources away from the BSA’s reorganization efforts. Irrespective of the risks of collateral estoppel or the protection of the automatic stay, the BSA would be required to actively participate in the

Pending Abuse Actions due to their lead role in the defense of each of the Pending Abuse

Actions, as well as the fact that the BSA is in possession of much of the discovery materials requested and produced therein.

39. The balance of harms in this case strongly favors the issuance of preliminary injunctive relief. As described above, absent an injunction of the Pending Abuse Actions, the

BSA faces distinct, imminent, and irreparable harm that would immediately cast serious doubt on its ability to successfully reorganize. Furthermore, any prejudice involved in asking victims to seek relief in a managed chapter 11 process rather than in the civil tort system can be mitigated—if not offset—by the speedy development of a plan that provides a mechanism to equitably compensate all victims.

40. The BSA seeks to ensure that victims of abuse are equitably compensated. As outlined above, it has taken concrete steps toward this outcome: it has proposed a reasonable plan of reorganization and requested the appointment of a judicial mediator to facilitate the consensual resolution of the chapter 11 cases. However, the entire process would be jeopardized

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if the hundreds of Pending Abuse Actions are allowed to proceed in various state and federal courts across the country while the BSA attempts to seek a global resolution in these chapter 11 cases.

41. Finally, staying the claims against BSA Related Parties is in the public interest.

In any bankruptcy case, there is strong public policy in favor of allowing a debtor to reorganize and resolve its liabilities through a centralized and rational restructuring, as well as a public interest in achieving such a reorganization through the consensual process the Debtors propose to implement in these cases. The public interest in a successful reorganization is particularly acute in this case. The BSA is a non-profit, federally chartered, charitable entity that has a vibrant, century-old history of serving youth, families, and local communities. The BSA is an important

American cultural institution that exists to serve the public interest through the Scouting program. Absent a preliminary injunction over the Pending Abuse Actions, the BSA’s ability to reorganize, and therefore its ability to continue serving the public, will be cast into serious doubt.

As such, the public interest is undoubtedly best served by granting the requested relief and extending the stay to enjoin prosecution of the Pending Abuse Actions.

42. An injunction staying claims against the BSA Related Parties for a period of 180 days from the issuance of an order extending the stay is therefore appropriate.

43. No prior application for the relief requested herein has been made to this Court or any other court.

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PRAYER FOR RELIEF

WHEREFORE, the Plaintiffs respectfully request that this Court enter judgment in their favor and request relief as follows:

(a) extend the stay to enjoin the Defendants in this adversary proceeding from

commencement or continuation of the Pending Abuse Actions against the BSA and the

BSA Related Parties, if not otherwise subject to the automatic stay imposed by section

362 of the Bankruptcy Code, for a period of 180 days; and

(b) all such other relief as the Court finds just and equitable.

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Dated: February 18, 2020 MORRIS, NICHOLS, ARSHT & TUNNELL LLP Wilmington, Delaware /s/ Derek C. Abbott Derek C. Abbott (No. 3376) Andrew R. Remming (No. 5120) Joseph C. Barsalona II (No. 6102) Paige N. Topper (No. 6470) Eric Moats (No. 6441) 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Telephone: (302) 658-9200 Email: [email protected] [email protected] [email protected] [email protected] [email protected]

– and –

SIDLEY AUSTIN LLP James F. Conlan (pro hac vice pending) Thomas A. Labuda (pro hac vice pending) Michael C. Andolina (pro hac vice pending) William A. Evanoff Matthew E. Linder (pro hac vice pending) One South Dearborn Street Chicago, Illinois 60603 Telephone: (312) 853-7000 Email: [email protected] [email protected] [email protected] [email protected] [email protected]

– and –

SIDLEY AUSTIN LLP Jessica C. K. Boelter (pro hac vice pending) 787 Seventh Avenue New York, New York 10019 Telephone: (212) 839-5300 Email: [email protected]

PROPOSED COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION

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VERIFICATION

The undersigned, Brian Whittman, herein states that he is authorized to make this verification on behalf of the BSA, he has read the complaint and is familiar with its contents, and the matters stated herein are true to the best of his knowledge, information and/or belief.

Executed on February 18, 2020

Brian Whittman

16 Case 20-50527 Doc 5-1 Filed 02/18/20 Page 18 of 29

EXHIBIT A

FILED UNDER SEAL

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EXHIBIT B

BSA Related Parties

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I. BSA Affiliated Organizations

Learning for Life

II. Local Councils

Katahdin Area Council Longhouse Council

Pine Tree Council Five Rivers Council

Cape Cod and Islands Council Iroquois Trail Council

Spirit of Adventure Council Greater Niagara Frontier Council

Heart of New England Council Seneca Waterways Council

Mayflower Council Leatherstocking Council

Daniel Webster Council Green Mountain Council

Narragansett Council Allegheny Highlands Council

Connecticut Rivers Council Juniata Valley Council

Greenwich Council Moraine Trails Council

Housatonic Council Columbia-Montour Council

Connective Yankee Council Bucktail Council

Western Massachusetts Council Westmoreland-Fayette Council

Hudson Valley Council Laurel Highlands Council

Theodore Roosevelt Council French Creek Council

Westchester-Putnam Council Susquehanna Council

Suffolk County Council Chief Cornplanter Council

Rip Van Winkle Council Northern New Jersey Council

Greater New York Council Jersey Shore Council

Twin Rivers Council Monmouth Council

Baden-Powell Council Patriot’s Path Council Case 20-50527 Doc 5-1 Filed 02/18/20 Page 21 of 29

Northeastern Pennsylvania Council Pushmataha Area Council

Minsi Trail Council Gulf Coast Council

Cradle of Liberty Council Norwela Council

Puerto Rico Council Texas Trails Council

Garden State Council Golden Spread Council

Washington Crossing Council Circle Ten Council

Transatlantic Council Caddo Area Council

Del-Mar-Va Council East Texas Area Council

National Capital Area Council Northwest Texas Council

Baltimore Area Council Longhorn Council

Mason-Dixon Council South Plains Council

Pennsylvania Dutch Council Capitol Area Council

Hawk Mountain Council Buffalo Trail Council

Chester County Council Bay Area Council

New Birth of Freedom Council Sam Houston Area Council

Alabama-Florida Council South Texas Council

Mobile Area Council Three Rivers Council

Calcasieu Area Council Alamo Area Council

Istrouma Area Council Texas Southwest Council

Evangeline Area Council Rio Grande Council

Louisiana Purchase Council Central Florida Council

Southeast Louisiana Council South Florida Council

Choctaw Area Council Gulf Stream Council

Andrew Jackson Council North Florida Council

Pine Burr Area Council Southwest Florida Council Case 20-50527 Doc 5-1 Filed 02/18/20 Page 22 of 29

Greater Tampa Bay Area Council East Carolina Council

Suwannee River Area Council Old Hickory Council

Georgia-Carolina Council Colonial Virginia Council

Daniel Boone Council Tidewater Council

Mecklenburg County Council Shenandoah Area Council

Central North Carolina Council Blue Ridge Mountains Council

Piedmont Council Heart of Virginia Council

Palmetto Council Stonewall Jackson Area Council

Coastal Carolina Council De Soto Area Council

Blue Ridge Council Westark Area Council

Pee Dee Area Council Quapaw Area Council

Indian Waters Council Arbuckle Area Council

Blue Grass Council Cherokee Area Council

Lincoln Heritage Council Cimarron Council

Cherokee Area Council Last Frontier Council

Great Smoky Mountain Council Indian Nations Council

Chickasaw Council Greater Alabama Council

West Tennessee Area Council Tukabatchee Area Council

Middle Tennessee Council Black Warrior Council

Sequoyah Council Chattahoochee Council

Yocona Area Council Atlanta Area Council

Old North State Council Flint River Council

Occoneechee Council Central Georgia Council

Tuscarora Council South Georgia Council

Cape Fear Council Coastal Georgia Council Case 20-50527 Doc 5-1 Filed 02/18/20 Page 23 of 29

Northwest Georgia Council Winnebago Council

Northeast Georgia Council Northeast Iowa Council

Northern Star Council Greater St. Louis Area Council

Twin Valley Council Great Trail Council

Voyageurs Area Council Buckeye Council

Central Minnesota Council Lake Erie Council

Gamehaven Council Simon Kenton Council

Northern Lights Council Muskigum Valley Council

Gateway Area Council Mountaineer Area Council

Samoset Council Buckskin Council

Bay-Lakes Council Ohio River Valley Council

Chippewa Valley Council Mid-Iowa Council

Black Hills Area Council Coronado Area Council

Sioux Council Santa Fe Trail Council

Michigan Crossroads Council Jayhawk Area Council

President Ford FSC Council Quivira Council

Water and Woods FSC Council Ozark Trails Council

Southern Shores FSC Council Heart of America Council

Great Lakes FSC Council Pony Express Council

Prairielands Council Overland Trails Council

Illowa Council Cornhusker Council

W.D. Boyce Council Mid-America Council

Mississippi Valley Council Great Rivers Council

Abraham Lincoln Council Hoosier Trails Council

Hawkeye Area Council Buffalo Trace Council Case 20-50527 Doc 5-1 Filed 02/18/20 Page 24 of 29

Anthony Wayne Area Council Pacific Harbors Council

Crossroads of America Council Grand Columbia Council

Sagamore Council Midnight Sun Council

La Salle Council Oregon Trail Council

Dan Beard Council Pikes Peak Council

Tecumseh Council Denver Area Council

Miami Valley Council Longs Peak Council

Black Swamp Area Council Rocky Mountain Council

Erie Shores Council Grand Teton Council

Three Fires Council Snake River Council

Northeast Illinois Council Montana Council

Pathway to Adventure Council Trapper Trails Council

Glacier’s Edge Council Great Salt Lake Council

Three Harbors Council Utah National Parks Council

Potawatomi Area Council Greater Wyoming Council

Blackhawk Area Council Alameda Council

Rainbow Council Mount Diablo Silverado Council

Ore-Ida Council Sequoia Council

Crater Lake Council San Francisco Bay Area Council

Cascade Pacific Council Pacific Skyline Council

Blue Mountain Council Marin Council

Mount Baker Council Redwood Empire Council

Chief Seattle Council Piedmon Council

Great Alaska Council Golden Empire Council

Inland Northwest Council Silicon Valley Monterey Bay Council Case 20-50527 Doc 5-1 Filed 02/18/20 Page 25 of 29

Greater Yosemite Council Grand Canyon Council

Nevada Area Council Catalina Council

Southern Sierra Council San Diego-Imperial Council

Long Beach Area Council Aloha Council

Greater Los Angeles Area Council Las Vegas Area Council

Orange County Council Great Southwest Council

California Inland Empire Council Conquistador Council

Western Los Angeles County Council Yucca Council

Los Padres Council Far East Council

Venture County Council

Verdugo Hills Council Case 20-50527 Doc 5-1 Filed 02/18/20 Page 26 of 29

III. Named Chartered Organizations

All Saints R.C. Church First Baptist Church of Danville d/b/a Boy Scout Troop 354 Archdiocese of New York First Baptist Church of Gainesville Audubon Baptist Church Glens Falls City School District Beech Haven Baptist Church Greek Orthodox Archdiocese of America Big Cross Elementary School Green Acres Baptist Church Bishop Turner High School Holy Family Church Calasanctius School of Buffalo Holy Family R.C. Church Canisius High School of Buffalo House of Hope Presbyterian Church Capuchin Franciscans Immaculate Conception R.C. Church Capuchin Franciscans Custody of Star of the Sea Louisville Metro Police Department, City of Louisville, Jefferson County / Louisville Capuchin Franciscans Province of St. Mary Consolidated Government

Carmel of the Immaculate Concepcion Mohawk District of the Northern New York

Cascade Charter Township Annual Conference of the Methodist

Church of the Holy Innocents Episcopal Church of New York

City of Bloomingdale, Georgia Monastery of Christ in the Desert

Corporation of the President of the Church Our Lady of Lourdes Catholic School of Jesus Christ of Latter-Day Saints Our Savior Lutheran Church Country Farm Supply Queen of Peace R.C. Church Diocese of Brooklyn Reformation Lutheran Church Diocese of Buffalo Regis High School Discalced Carmelite Nuns (O.C.D.) a.k.a. Order of Discalced Carmelites Roman Catholic Archdiocese of New York, Archdiocese of New York First Baptist Church of Athens Case 20-50527 Doc 5-1 Filed 02/18/20 Page 27 of 29

Roman Catholic Parish of St. Frances St. Josephat’s R.C. Church Xavier Cabrini, Rochester NY (formerly "Church of the Annunciation of Rochester, St. Nicholas of Tolentine New York"), a religious corporation St. Pauls R.C. Church Sacred Heart - Espanola St. Pius V Saint John the Baptist Church St. Pius X Catholic Church of Rochester, School Sisters of Notre Dame Central Minnesota Pacific Province, Inc. St. Teresa Parish a/k/a Church of St. Teresa School Sisters of Notre Dame, Region of of the Infant Jesus Guam St. Teresa’s R.C. Church Silver Springs Shores Presbyterian Church, The Blessed Trinity R.C. Church Inc.

The Diocese of Rochester (a/k/a "Roman Society of Jesus, USA-Northeast Province Catholic Diocese of Rochester"), a religious a/k/a the Jesuits corporation

St. Ambrose Church The Foundation of the Roman Catholic Diocese of Buffalo N.Y., Inc. St. Benedict Joseph Labre Church

The Pingry School St. Benedict Joseph Labre School

The Roman Catholic Diocese of Syracuse St. Bridget’s R.C. Church

The School Sisters of Notre Dame, St. Catherine's Roman Catholic Church Milwaukee Province, Inc.

St. Catherine's Roman Catholic Church Town Of Deerfield School

Town Of Trumbull St. Demetrios Greek Orthodox Church

University Heights Presbyterian Church St. Francis of Assisi Roman Catholic

Church USA Northeast Province of the Society of

Jesus St. Francis Xavier Church

Weedsport Central School District St. Helena Parish

Weedsport Central School District Board of St. John Gualbert’s R.C. Church Education

St. John Vianney R.C. Church Case 20-50527 Doc 5-1 Filed 02/18/20 Page 28 of 29

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re: Chapter 11

BOY SCOUTS OF AMERICA AND DELAWARE BSA, LLC,1 Case No. 20-10343 (___)

Debtors. Joint Administration Pending BOY SCOUTS OF AMERICA, Plaintiff, v. Adv. Pro. No. 20-50527 (___) A.A., et al.,2 Defendants.

NOTICE OF DISPUTE RESOLUTION ALTERNATIVES

As party to litigation you have a right to adjudication of your matter by a judge of this Court. Settlement of your case, however, can often produce a resolution more quickly than appearing before a judge. Additionally, settlement can also reduce the expense, inconvenience, and uncertainty of litigation.

There are dispute resolution structures, other than litigation, that can lead to resolving your case. Alternative Dispute Resolution (ADR) is offered through a program established by this Court. The use of these services are often productive and effective in settling disputes. The purpose of this Notice is to furnish general information about ADR.

The ADR structures used most often are mediation, early-neutral evaluation, mediation/arbitration and arbitration. In each, the process is presided over by an impartial third party, called the “neutral”.

In mediation and early neutral evaluation, an experienced neutral has no power to impose a settlement on you. It fosters an environment where offers can be discussed and exchanged. In the process, together, you and your attorney will be involved in weighing settlement proposals and crafting a settlement. The Court in its Local Rules requires all ADR processes, except threat of a potential criminal action, to be confidential. You will not be prejudiced in the event a settlement is not achieved because the presiding judge will not be advised of the content of any of your settlement discussions.

Mediation/arbitration is a process where you submit to mediation and, if it is unsuccessful, agree that the mediator will act as an arbitrator. At that point, the process is the same as arbitration. You, through your counsel, will present evidence to a neutral, who issues a decision. If the matter in controversy arises in the main bankruptcy case or arises from a subsidiary issue in an adversary proceeding, the arbitration, though voluntary, may be binding. If a party requests de novo review of an arbitration award, the judge will rehear the case.

Your attorney can provide you with additional information about ADR and advise you as to whether and when ADR might be helpful in your case.

Dated: February 18, 2020 /s/ Una O’Boyle Clerk of Court

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