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$925 million lawsuit filed over investments with PBC's ‘shady entrepreneur’ Al Haymon

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How do you allegedly lose over $500 million in three years? Read here and find out.

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Boxing fans who enjoyed last Saturday's rematch scrap between 2011's Fight of the Year winners Andre Berto and Victor Ortiz are no doubt familiar with Premier Boxing Champions (PBC), the television series helmed by power manager Al Haymon.

PBC rocketed to prominence early last year with its frequent and sometimes compelling matchups on channels including NBC, NBCSN, ESPN, CBS, FOX, Fox Sports 1, Spike TV, and Bounce. It garnered even more attention on the business end as a time-buy with money flowing from Haymon's corporate entities to the television networks instead of the other way around.

Naturally, this requires massive amounts of funding - hundreds of millions of dollars - which came from the asset management company Waddell & Reed via fund manager Ryan Caldwell. As Caldwell put it, "You have to be capitalized for three to five years to do this. To weather the storm. Because in some regards you were going to be the irrational player for a while...You're turning the model completely upside down."

Well turning the business model upside down seems to have made some shareholders of Waddell funds extremely unhappy. Fight Opinion's Zach Arnold was first to discover a February lawsuit in Kansas City federal court filed against Waddell by shareholders of funds purportedly invested in Haymon's corporate entities. The investors are looking to recover "at least $300 million, and perhaps as much as $925 million, of losses and other damages" as a result of "willful and gross breaches of fiduciary duty towards shareholders to i) prudently monitor and supervise the Funds' investments to meet the investment objectives as stated in the Funds' Prospectuses, ii) supervise the Funds' portfolio managers, and iii) rigorously enforce the Funds' compliance and ethical codes of conduct."

The complaint describes Haymon as a "shady entrepreneur" of a "potentially criminal" company.

"Unbeknownst to investors, starting in or about April 2013, the Trustees permitted and approved purchases by Ryan Caldwell, one of the two portfolio managers of the Funds, of approximately $925 million of private securities in a start-up and potentially criminal company in the field of professional boxing promotion. These purchases had no economic justification, but rather were motivated by Caldwell's personal interest and benefit. In fact, Caldwell acknowledged at or about the time that this boxing promotion company faced short-term losses of hundreds of millions of dollars (the Funds' money), and personally attended business meetings on behalf of this company's shady entrepreneur, Alan Haymon, to pledge future financial support from the Funds."

The "potentially criminal" element derives from Haymon's "possible indictment by the U.S. Department of Justice" and the ongoing antitrust lawsuit filed by Golden Boy Promotions and Top Rank against Haymon and his corporate entities in Los Angeles federal court for alleged attempts to monopolize and alleged violations of The Muhammad Ali Boxing Reform Act.

A part of the PBC story that's always seemed curious is that not long after completing Haymon's funding, Caldwell left Waddell to become COO of the then fully-funded PBC, a nugget that didn't slip past plaintiffs in their complaint.

"As a portfolio manager, Caldwell was supposed to be allocating the Funds' money based on the objective merits of the prospective companies and the investments, not acting to personally ingratiate himself with a boxing promoter or attempt to assist in the management of a private company... In fact, in June 2014, Caldwell actually resigned from the Funds, supposedly to join one of Haymon's companies as ‘Chief Operating Officer.' Caldwell's resignation raises issues over whether he was fired by the Trustees for making these investments, or whether he had a quid pro quo agreement with Haymon's company."

Caldwell is described as the driving force behind the funds' investments in Media Group Holdings (MGH) which plaintiffs believe is a shell holding company that then invested in one or more of Haymon's corporate entities.

According to the complaint, an unnamed hedge fund had previously declined to invest in a boxing promotion company "because revenues went to the fighters, making the investment unprofitable." In discussions with a contact at the hedge fund, Caldwell allegedly learned of Haymon's plans "to buy up the management deals for a ‘critical mass' of fighters and use their leverage to dictate profits."

According to the plaintiffs, Caldwell believed Haymon's "loss leading" purchase of fighter contracts was "an undervalued call option, with the high risk but very high return." But from the look of things so far, it's been all risk and very little return.

The complaint reports alleged investment amounts which allowed Bloody Elbow to calculate each fund's apparent to-date losses in market value. According to the complaint, there were six investments into the MGH holding company for a total of $925,339,000.

Kapor et al. v. Waddell & Reed - 1a - Investment Table

[Writer's note: The complaint appears to contain a math error in The W&R Fund section which should total $94,684,000.]

According to Waddell's website, as of Mar. 31, 2016 these six investments now have a total market value of only $357,747,414, which implies that the investments allegedly used to finance the PBC have collectively lost over $567 million in a little less than three years.

Losses are a part of investing, but in this case the plaintiffs argue that Waddell did not make material disclosures about MGH, made erroneous reports in financial statements, and failed to disclose the risks of its MGH investments. "The Trustees should never have allowed Caldwell to use almost $1 billion of the Funds' assets to participate in boxing promoter ‘fantasy camp,'" plaintiffs write.

The federal lawsuit was voluntarily dismissed on Apr. 18 with a new case filed in state court the very next day. Bloody Elbow has not yet obtained the state court complaint, but it stands to reason that the contents would likely be similar or the same.

How does one allegedly lose over $500 million in a combat sports organization in just under three years? Boxing's mega-manager Al Haymon might have just provided the blueprint: time-buys, loss leaders, allegedly spend hundreds of millions of dollars buying boxers' contracts.

This is the "weather the storm" part of the investment, something Caldwell thought would take three to five years and we're just starting year four. We seem to have some pretty unhappy Waddell fund shareholders and Haymon's facing an antitrust lawsuit from boxing's big promoters, but only time will tell how much value the PBC call option will maintain.

Visit Fight Opinion for Zach Arnold's take on the lawsuit. Paul is Bloody Elbow's analytics and business writer. Follow him @MMAanalytics.