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Ancient agreement of Broncos sale goes to court

Right of first refusal in team sale at issue

ENGLEWOOD – The parent companies of the Denver Broncos are asking a Denver County District Court judge to rule the former owner’s estate no longer has the right of first refusal to any potential sale of the $3.5 billion franchise.

The lawsuit comes in response to a May 2020 letter lawyers for PDB Sports Ltd. and Bowlen Sports Inc. received from ROFR Holdings in Vancouver suggesting it had the right to match any offer in the event the team is sold.

The letter said former owner Edgar Kaiser had transferred his stake in the agreement with Bowlen to ROFR Holdings, a Vancouver corporation he started in 2005, seven years before his death.

PDB Sports and Bowlen Sports responded by filing a lawsuit late Monday asking a judge to rule the pact from Kaiser’s 1984 sale of his 60.8% stake to Bowlen is no longer valid because Kaiser died in 2012 and Bowlen died in 2019 following a long bout with Alzheimer’s.

A ruling in their favor would facilitate the transfer of the team from the Pat D. Bowlen Trust to one of Bowlen’s children or the sale of the franchise to an outside buyer.

ROFR, which is an acronym for Right of First Refusal, was named as a defendant along with Twelve LLC, Kaiser’s widow Susan Mullen Kaiser and two executor trustees of the Edgar F. Kaiser Jr. estate.

“This lawsuit is a proactive, necessary step to ensure an efficient transition of ownership whether the team remains in the Bowlen family or is sold,” said Dan Reilly, a lawyer who represents the Broncos’ companies as well as the trustees of the Pat D. Bowlen Trust.

The Broncos contend the agreement was a personal one between Kaiser and Bowlen that ended upon Kaiser’s death.

“We are confident that the court will find the right of first refusal is no longer enforceable, consistent with Colorado law and the intentions of Pat Bowlen and Edgar Kaiser in their written agreement more than 36 years ago,” Reilly said.

A message was left with Jim Kilroy, a lawyer representing ROFR Holdings.

Shortly after buying Kaiser’s majority share of the NFL team, Bowlen and his siblings bought out the remaining 39.2% of the team from two minority owners. At the time of his death, Bowlen owned 78% of the franchise with his brother John owning the remaining 22%.

Kaiser sued Bowlen in 1999 claiming that Bowlen offering a slice of the team to John Elway triggered Kaiser’s right of first refusal. Kaiser lost his case in both state and federal courts.

This latest legal filing is separate from a civil lawsuit pitting Bowlen’s two eldest daughters against the trustees who have run the team for the last eight years: Broncos CEO and President Joe Ellis, team counsel Rich Slivka and Denver attorney Mary Kelly.

It’s up to the trustees to select a successor to Bowlen as controlling owner, whether it’s one of his children or an outside buyer. The preferred candidate is Brittany Bowlen, one of his five children with his second wife, Annabel Bowlen.

His two children from his first marriage, Amie Bowlen Klemmer and Beth Bowlen Wallace, want their father’s trust invalidated on the grounds he lacked mental capacity when it was last executed in 2009.

That trial is scheduled for July 12 in Arapahoe County Court.