Billionaires interested in buying the Broncos, prepare your offers.
The last remaining barrier to bringing the Broncos to market was removed Tuesday in Denver’s Second District Court when Judge Shelley I. Gilman had declared the late owner Edgar Kaiser’s right of first refusal provision not transferable.
In a 41-page ruling, Gilman wrote, “Between Edgar F. Kaiser, Jr., and Patrick D. Bolan … the right of first refusal … is no longer valid or enforceable in any way.”
Translation: Broncos President/CEO Joe Ellis can lead the process of selling the team without interference from ROFR Holdings.
“We are delighted to be putting this issue behind us and moving closer to changing ownership of the Denver Broncos,” Ellis said in a statement. “While our focus at this time is on our head-coaching quest, we plan to make an announcement about ownership shortly after the hire is completed.”
The Broncos have sought permission to speak with 10 candidates to replace Vic Fangio, who was fired on Sunday after three seasons.
Had ROFR Holdings prevailed, the Broncos would likely not have the financial resources to buy it, but it could have approached a potential buyer with a proposal to do away with the provision.
It is not clear whether ROFR Holdings will appeal the decision.
The Broncos are expected to command a record selling price for an American pro sports franchise. The current NFL record for the Carolina Panthers is $2.275 billion in 2018 when bought by David Tepper.
The Broncos could be sold for up to $4 billion.
Filed last May, the Broncos asked the court to rule that Kaiser could not transfer a right of first refusal to another party and that ROFR disappeared upon Kaiser’s death in 2012 and Bolan’s in 2019.
Likely to be at the center of the Broncos case: the Kaiser-Bolen agreement had a clear intention that it was limited to them, not the other parties. At the time, Kaiser wanted protection if Bolan quickly sold the team to him; Boleyn had no intention of overturning the Broncos so he was fine with signing the right of first refusal agreement.
ROFR Holdings was created by Kaiser in 2005 and claimed in 2020 that it still had the right to match any offer when the Broncos were put on the market.
The trial took place over a week last September and evidence included video testimony from Kaiser and Bolan, several personal witnesses, and a Canadian attorney who worked with Boulen on his deal to buy the Broncos from Kaiser.
Kaiser sold its entire partnership stake in the Broncos to Bolan in 1984, and Bolan and his siblings later bought the remaining stake. When Bolan bought the team in 1984, he first agreed to the right of refusal because, the ruling document stated, he never intended to sell the club, “so it really took (him) any special Didn’t give heartache. Right to deny it first.”
In the ensuing years, Kaiser lost two lawsuits against Bolan regarding the right of first refusal.
In 1999, Boleyn gave John Elway the right to buy about 10% of the Broncos and increase it to 10%. Kaiser sued Bolen, saying he had to be offered that deal before Elway. Boulen won that claim.
A year later, Kaiser sued Bolan again, saying it should have triggered the first right of refusal when Bolan acquired 23% of the team held by his two siblings. Boulen won that case as well.
Tuesday’s ruling could be the final legal issue involving the Broncos and ownership.
In September 2019, Boleyn’s two oldest children, Amy Klemmer and Beth Bolan Wallace, filed a petition seeking to invalidate the 2009 Patrick D. Bolan Trust on the grounds that their father had their estate-planning documents. and it is also stated that the trustees (Ellis, team attorney Rich Slivka and local attorney Mary Kelly) improperly influenced Pat.
Trial in Arapahoe County District Court was scheduled to begin last July 12, but two weeks before the trial, Judge John E. Scipione signed a “joint resolution to stay the proceedings and vacate the trial”. He approved the motion in front of prominent lawyers Dan Reilly (trustees) and Giovanni Raccietti (Bolen sisters).
In mid-July, the lawsuit was dismissed at the request of Ruscitti. In the dismissal document, both parties agreed that Bolan’s 2009 estate planning documents were “valid, enforceable and reflect the intent and will of Patrick D. Bolan. Petitioners now oppose the amended 2009 estate planning documents.” will not, and the 2010 delegation of the Authority was the result of undue influence.”