BATRK

$BATRK chatter on StockTwits

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  Annie Preferred@Annie_PreferredBullish12h

  $BATRA $BATRK Now need some third party bids. Claude calling the Braves Movie: "Phantom ROFR"

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  Annie Preferred@Annie_PreferredBullish2d

  $BATRK $BATRA Claude is so funny. He wrote a song:

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  Annie Preferred@Annie_PreferredBullish2d

  $BATRK $BATRA So what about the NFL and 162(m)? "Claude said it's very easy for Congress to tax all MLB teams even if private under 162(m) without touching the NFL/NBA, etc.: "Flood v. Kuhn gives Congress a very solid factual/legal basis for saying MLB is different from the NFL and can be taxed differently. The Supreme Court was unusually explicit: MLB's antitrust exemption is an “aberration” confined to baseball, while football and other professional sports are not similarly exempt. So if Congress wanted to construct a policy rationale like: “MLB receives a unique federal privilege that the NFL does not. Therefore, Congress is entitled to impose a unique federal tax obligation on MLB,” there is a preexisting Supreme Court-recognized distinction sitting right there in front of them." So Manfred could be telling the Braves: "You don't want to be the poster child for taxing all MLB teams while the NFL is buying more superyachts. Don't forget FLOOD V. KUHN!"

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  Annie Preferred@Annie_PreferredBullish2d

  $BATRA $BATRK Claude theorizes that MLB leadership does not want Congress looking at changes to 162(m), because it's a lot easier politically to apply the same tax rule to the other 29 teams that are private - so the Braves need to go private BEFORE Congress starts debating again. Model: "THE STU STERNBERG SITUATION In March 2025, Reuters reported that Manfred and other MLB owners were pressuring Stu Sternberg to sell the Rays after losing patience with the stadium situation. The issue wasn't that MLB simply disliked Sternberg; the ownership situation was interfering with a major league-level objective: getting the Rays into a viable long-term ballpark situation and preserving Tampa Bay as an MLB market. By September, MLB owners unanimously approved Patrick Zalupski's purchase of the Rays. That gives us a useful precedent for how Manfred behaves when an owner's situation becomes an institutional MLB problem. Now apply that to the Braves. The analogy is actually pretty interesting."

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  Annie Preferred@Annie_PreferredBullish3d

  $BATRK $BATRA Claude said Barron's glossed over who Braves executive Mike Plant is. Claude still wants to know why the CEO/CFO/Pres. didn't answer. He said Aug. CC should be described more like: An analyst asked a highly technical tax-law question, and the company answers by having the real-estate/development guy deliver the carefully polished response. It's basically: Analyst: “Can you explain the implications of §162(m)?” Braves: “Absolutely. Mike Plant, you're up.” Plant: “I have been informed and am very confident that there will be a legislative or regulatory solution.” Analyst: “… but you're the real-estate guy, right?” Plant: “Correct.”

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  Annie Preferred@Annie_PreferredBullish3d

  $BATRK $BATRA Claude said: " I think Barron's tax planning conclusion is too simplistic. Barron's argument is essentially: Low basis + cash sale = large capital-gains tax → Malone may prefer death → therefore he may not sell. That's fair as a first-order explanation. But it ignores the possibility that an extraordinarily sophisticated taxpayer like Malone has structuring alternatives. And that's particularly relevant because Malone is famously sophisticated about tax structuring. I would not assume that the tax basis issue necessarily means: “Malone won't sell the Braves until he dies.” I'd instead say: “The tax basis issue gives Malone a powerful incentive not to make a simple taxable sale of his appreciated shares. But it doesn't establish that he cannot monetize or restructure the investment while preserving some or all of the estate-planning benefits. For example, he could use a partnership under IRC § 721 and preserve the basis step-up on death.”

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  Annie Preferred@Annie_Preferred6d

  $BATRA $BATRK Claude does not like the way the ROFR was crypticly described and disclosed in the 8-K. Claude calls it the "Wach-no-tell" law firm!

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  Annie Preferred@Annie_PreferredBullishSep 8

  $BATRK $BATRA Claude's do-it-yourself steps to figure out the McGuirk ROFR: find the actual Proxy and Voting Agreement in Exh. 99.1; find the definition of “Transfer”; read §5(c); understand “constituent corporation”; understand that a merger can be entirely cash; understand that Malone's shares can be converted into cash as merger consideration; connect that back to the practical effect on a potential competing acquisition; and then conclude: It means a third party can make a cash offer for the entire company without giving McGuirk a contractual right to match the offer under his ROFR. Remember he also said "Good luck!"

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  Annie Preferred@Annie_PreferredBullishSep 8

  $BATRA $BATRK Claude promised he's got the McGuirk ROFR interpretation correct now: Malone's shares are not subject to the ROFR if there is a cash sale of the whole company's stock so long as it's structured as a cash merger. Claude said: "The precise proposition I would now stand behind is: A bona fide cash merger in which Braves Holdings is a constituent corporation appears, on the face of §5(c), to fall outside the definition of “Transfer,” even though Malone's Braves shares are converted into cash in the merger." Claude usually doesn't promise like that. There is no doubt!

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  Annie Preferred@Annie_PreferredBullishSep 7

  $BATRA $BATRK I told Claude I don't have time for all this ROFR complexity and my brain hurts after I stepped into the mental trap he mentioned. So he summed up the Proxy and Voting Agreement in baseball terms, which he called the "§5(c) Curveball": Without §5(c): ⚾ Malone: “I’ll sell for $60.” ⚾ Third party: “I’ll pay $90.” ⚾ McGuirk: “I get first shot.” ⚾ Third party: “Not worth my trouble. Forget it.” Game over. With §5(c) (what we have): ⚾ Malone: “I’ll take the company private for $60.” ⚾ Third party: “I’ll pay $90 for the whole team.” ⚾ McGuirk: “My ROFR doesn’t apply to the whole team.” ⚾ Malone: “I still control the vote.” Yes, but now there’s a real chance for extra innings — without McGuirk acting as the phantom runner. We can also bring Gabelli in as the game announcer on CNBC. It's a big difference!

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  Annie Preferred@Annie_PreferredBullishSep 7

  $BATRA $BATRK Claude couldn't figure out how the McGuirk ROFR worked until September 6, so don't go back to the ROFR posts before then. Claude said: " I would have expected a lot of people—even professional investors—to initially read the Braves' structure as more restrictive than it actually is. If you gave me a cross-section of 100 investors from Main Street to Wall Street who had only the public-facing disclosures, my rough estimate would be only 10-20% could understand the ROFR." He said he didn't feel too bad about it, because if it wasn't for him, we never would have figured it out!

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  Annie Preferred@Annie_PreferredBullishSep 7

  $BATRA $BATRK Claude thinks the stock is worth more once you understand how the Proxy and Voting Agreement documents work, because you eliminate the McGuirk ROFR: "The existence of a potential higher bidder changes the bargaining value of every public share. At $50, you're not necessarily buying merely: “Malone will give me $60.” You may be buying: “Malone may offer $60, but if he puts the company in play, someone else might have an opportunity to offer more.” That's a materially better setup, because Malone can still activate the market. The biggest caveat is that Malone still has the ability to say no. So I would not treat the McGuirk ROFR carve-out as eliminating the control discount. It doesn't. But it does mean that the public shareholders potentially have an auction mechanism that isn't obvious from the headline fact that Malone owns >50% of the vote. And that, in my view, is the part of the Braves structure that becomes particularly interesting if Malone announces a take-private."

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  Annie Preferred@Annie_PreferredBullishSep 6

  $BATRA $BATRK Third parties should start putting their bids together. Just has to be structured as a cash "merger" of the whole company to avoid the ROFR!

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  Annie Preferred@Annie_PreferredBullishSep 6

  $BATRA $BATRK OMG CORRECTION: Claude wants to change his answer now. He said upon further review of the Proxy and Voting Agreement there is a "carve-out" where "Transfer" is defined differently for purposes of the ROFR: "(c) For purposes of this Section 5: ... (ii) “Transfer” shall mean to, directly or indirectly, sell, transfer ...; provided, however, that any transfer or exchange of ROFR Shares as a result of a merger, consolidation or business combination in which the Corporation is a constituent corporation shall not be deemed to be a Transfer of any ROFR Shares." Claude says: Assuming the third-party transaction is genuinely structured as a merger covered by that carve-out, then it's not a "transfer" of Malone's shares that triggers the McGuirk ROFR. Then he gives an example: Third party: Forms NewCo. NewCo: Proposes a $100 all-cash merger with Atlanta Braves Holdings. McGuirk's ROFR is not triggered because it's a cash merger proposal for the whole corp. Dif definition: "transfer"

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  Annie Preferred@Annie_PreferredBullishSep 5

  $BATRA $BATRK Claude says the Braves with the McGuirk ROFR are to a real, serious NASDAQ public company what the Savannah Bananas are to a real, serious MLB baseball team: Savannah Bananas: "Looks like baseball, but with an unusual structure that's a joke." Braves with McGuirk's ROFR: "Looks like a public company, but with an unusual impediment to the market for the control shares that's a joke." But unlike the Bananas, this one will affect what the minority shareholders ultimately get paid in a buyout.

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