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Y Court for the District of Delaware Case 16-10527-MFW Doc 2243 Filed 06/22/16 Page 1 of 30 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 SPORTS AUTHORITY HOLDINGS, INC., et al.,1 Case No. 16-10527 (MFW) Debtors. (Jointly Administered) DECLARATION OF DISINTERESTEDNESS OF ELISE S. FREJKA I, Elise S. Frejka, pursuant to 28 U.S.C. § 1746, hereby declare that the following is true to the best of my knowledge, information and belief: 1. I am a member of the law firm of Frejka PLLC (the “Firm”) and admitted to practice law in the State of New York. 2. I submit this Declaration to establish that I am a “disinterested person” as that term is defined in 11 U.S.C. § 101(14) in connection with my appointment as Fee Examiner (Docket No. 2204) in the above-captioned chapter 11 cases of Sports Authority Holdings, Inc. and its affiliated debtors (collectively, the “Debtors”). 3. Unless otherwise stated in this Declaration, I have personal knowledge of the facts set forth herein. 4. With respect to my “disinterestedness” under Section 101(14) of the Bankruptcy Code, I provide the following information: a. Neither the Firm nor I is, and has not been, during the pendency of these chapter 11 cases, a creditor, equity security holder or insider of any of the Debtors. 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado 80110. Case 16-10527-MFW Doc 2243 Filed 06/22/16 Page 2 of 30 b. Neither any attorney at the Firm nor I is, and has not been, a director, officer or employee of any of the Debtors. c. Neither the Firm nor I has an interest materially adverse to the interests of these bankruptcy estates or any class of creditors or equity security holders by reason of any direct or indirect relationship to, connection with or interest in any of the Debtors, or for any other reason. d. Neither any attorney at the Firm nor I is a relative of any Bankruptcy Judge of the United States Bankruptcy Court for the District of Delaware, the Office of the United States Trustee for Region 3 or any person employed by the Office of the United States Trustee for Region 3 except that, prior to January 30, 2009, Juliet Sarkessian and I were both associates in the Bankruptcy, Business Restructuring and Reorganization department at Dechert LLP. e. Neither the Firm nor I represents or has represented in the past any of the Debtors or any of their affiliates. f. Neither the Firm nor I represents or has represented in the past any party in interest in connection with the Debtors’ chapter 11 cases. g. Neither the Firm nor I has any connection with any of the professionals listed on Schedule A which have been retained by the Debtors or the Official Committee of Unsecured Creditors (the “Retained Professionals”), except that prior to March 9, 2015, while employed at Kramer Levin Naftalis & Frankel LLP, I represented Deloitte Tax LLP, the Debtors’ proposed Tax Services Provider, and Deloitte & Touche LLP, an ordinary course professional of the Debtors (collectively with their affiliated entities, the “Deloitte U.S. Entities”), in matters wholly unrelated to the Debtors’ chapter 11 cases and, since March 9, 2015, the Firm has represented the Deloitte U.S. Entities in matters wholly unrelated to the Debtors’ chapter 11 cases. In addition, both the Firm and I have, in the past, and from time to time, in the future, will likely have numerous interactions with the Retained Professionals, hire a Retained Professional as an expert or consultant on behalf of one of our clients or represent a client in a matter in which a Retained Professional represents an adverse party or serves as an expert or consultant for an adverse party. However, other than the Deloitte U.S. Entities, neither the Firm nor I currently represents any of the Retained Professionals and neither the Firm nor I is currently working with any of the Retained Professionals on behalf of a client. h. Neither the Firm nor I has any connection with any of the members of the Official Committee of Unsecured Creditors or the interested parties set forth on Exhibit 1, except that the wife of my colleague Jason Rappaport is employed by a subsidiary of The Related Companies, one of the Debtors’ landlords, and The Related Companies’ affiliated entity, Related Management. Neither I nor my Firm will represent any other entity in connection with the Debtors’ chapter 11 cases. 2 Case 16-10527-MFW Doc 2243 Filed 06/22/16 Page 3 of 30 5. I do not believe that any of the disclosures set forth in paragraph 4 above will in any way compromise my disinterestedness as Fee Examiner in the Debtors’ chapter 11 cases. 6. If I discover any facts bearing on the matters described herein, I will supplement the information contained in this Declaration. I declare under penalty of perjury that the foregoing is true and correct. Executed this 22nd day of June, 2016, at New York, New York. _________________________ Elise S. Frejka 3 Case 16-10527-MFW Doc 2243 Filed 06/22/16 Page 4 of 30 SCHEDULE A Retained Professionals Professionals Retained by the Debtors: Gibson, Dunn & Crutcher LLP Young Conaway Stargatt & Taylor, LLP FTI Consulting, Inc. and FTI Consulting Technology LLC Rothschild Inc. Irell & Manella LLP A&G Realty Partners, LLC Kurtzman Carson Consultants LLC Gordon Brothers Asset Advisors, LLC dba Gordon Brothers-AccuVal Deloitte Tax LLP, tax services provider (Proposed) Hilco IP Services LLC D/B/A Hilco Streambank (Proposed) Professionals Retained by the Official Committee of Unsecured Creditors Pachulski Stang Ziehl & Jones LLP BDO Consulting Houlihan Lokey Capital, Inc. Case 16-10527-MFW Doc 2243 Filed 06/22/16 Page 5 of 30 EXHIBIT 1 INTERESTED PARTIES LIST Case 16-10527-MFW Doc 2243 Filed 06/22/16 Page 6 of 30 A. Debtors 21. Todd Purdy 1. Mega Sports Co. 22. Usama Cortas 2. Slap Shot Holdings, Corp. 23. Darrell Webb 3. Sports Authority Holdings, Inc. 24. David Campisi 4. The Sports Authority Canada, Inc. 25. Douglas Morton 5. The Sports Authority Limited (U.K.) C. Major business affiliations of the debtors’ officers and directors and 6. The Sports Authority S.L. related persons 7. The Sports Authority, Inc. 1. City Sports, Inc. 8. TSA Caribe, Inc. 2. Leonard Green & Partners, L.P. 9. TSA Gift Card, Inc. 3. McGovern Capital LLC 10. TSA Ponce, Inc. 4. NuMedics, Inc. 11. TSA Stores, Inc. 5. Strategic Mindshare B. Debtors’ officers and directors D. Debtors’ secured creditors 1. Brad Weston 1. Bank of America NA 2. Cynthia Cohen 2. Beach Point Capital Management LP 3. Douglas Garrett 3. Capital One 4. Gordon Barker 4. Chatham Asset Management 5. James Stasz (“Jay”) 5. CIT 6. Jean-Marc Chapus 6. Columbia Management Investment 7. Jeremy Aguilar Advisers LLC 8. John Morton 7. Credit Suisse AG 9. Jonathan Seiffer 8. CVC Credit Partners LLC 10. Jonathan Sokoloff 9. DC Funding Partners LLC 11. Kathy Persian 10. Denali Capital LLC 12. Kevin McGovern 11. Deutsche Bank AG New York 13. Martin Hanaka Branch 14. Michael E. Foss 12. Fidelity Management & Research Co. 15. Michael Foster 13. FMR LLC 16. Paul Gadet 14. Fort Warren Capital Management, 17. Robert Gordon LP 18. Ronald Stoupa (“Ron”) 15. FS Investment Corporation 19. Stephen Binkley 16. GoldenTree Asset Management, LP 20. Thomas T. Hendrickson 17. GSO Capital Partners LP Case 16-10527-MFW Doc 2243 Filed 06/22/16 Page 7 of 30 18. GSO/Blackstone Debt Funds 11. MAC Capital, Ltd. Management LLC 12. New York Life 19. JPMorgan 13. New York Life Investment 20. Kohlberg Kravis Roberts & Co. Management 21. MeehanCombs LP 14. New York Life Investment Management Mezzanine Partners 22. MJX Asset Management, LLC Parallel Fund 23. Nomura Corporate Research and 15. Northwestern Mutual Life Asset Management, Inc. 16. Partners Group 24. Partners Group 17. Partners Group Global Private 25. Pinebridge Investments LLC Equity Performance Holding 26. PNC 18. Partners Group Global Private 27. Royal Bank of Canada Equity SICAV 28. Royal Bank of Scotland 19. Partners Group Mezzanine Finance 29. Seix Investment Advisors LLC II LP 30. SunTrust Bank 20. Partners Group Prime Yield S.A.R.L. 31. Trimaran Advisors LLC 21. Partners Group Private Equity 32. US Bank Performance Holding 33. Wellington Management Company, 22. Pearl Holding Limited LLP 23. Stichting Pensioenfonds (Mez 34. Wells Fargo Stichtingabp) 35. West Gate Horizons Advisors, LLC 24. Stichting Pensioenfonds (Mez E. Mezzanine Debtholders Stichting PGGM) 1. 280 Funding I 25. TCW 2. Caisse de Depot et Placement du 26. TCW/Crescent Mez Partners III Quebec 27. TCW/Crescent Mez Partners IV 3. CIGNA 28. TCW/Crescent Mezzanine 4. Connecticut General Partners IVB, L.P. 5. Credit Suisse Anlagestiftung 2 Saule 29. TCW/Crescent Mezzanine Partners III Netherlands, L.P. 6. Crescent 7. Crescent Capital Group 30. TCW/Crescent Mezzanine Trust III, L.P. 8. GSO Domestic Capital Funding LLC 31. Varma 9. GSO Special Situations Fund 32. Varma Mutual Pension Insurance Company 10. Life Insurance Co of North America Case 16-10527-MFW Doc 2243 Filed 06/22/16 Page 8 of 30 F. Debtors’ 50 largest unsecured 25. PARTNERS GROUP MEZZ FIN II creditors on a consolidated basis as LP identified in their chapter 11 petitions 26.
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