Exemption Orders (Discretionary)
BOSTON CELTICS LIMITED PARTNERSHIP
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF BOSTON CELTICS LIMITED PARTNERSHIP
AND
IN THE MATTER OF BOSTON CELTICS LIMITED PARTNERSHIP II
AND
IN THE MATTER OF CASTLE CREEK PARTNERS, L.P.
Exemption Order Under Section 76
WHEREAS Boston Celtics Limited Partnership (“BCLP”) has applied to the Executive Director for an order under section 76 of the Securities Act, R.S.B.C. 1996, c. 418 that intended trades in securities acquired by holders resident in British Columbia (the “B.C. Holders”) under a proposed plan of reorganization (the “Plan”) are exempt from the requirements of section 61 of the Act;
AND WHEREAS BCLP has represented to the Executive Director that:
1. BCLP is a limited partnership organized under the laws of the State of Delaware is subject to the United States Securities Exchange Act of 1934 and is not in default of the requirements of the 1934 Act;
2. BCLP's principal business consists of the ownership and operation of a national basketball association franchise;
3. BCLP is not, and has no current intention of becoming, a reporting issuer under the Act;
4. as of March 31, 1998, there were 5,346,164 BCLP units outstanding and the BCLP units are listed and posted for trading on the New York Stock Exchange (the “NYSE”) and the Boston Stock Exchange (the “BSE”);
5. as of March 17, 1998, there were 38 registered holders of BCLP units with addresses in British Columbia who held an aggregate of 262 BCLP units representing, approximately 0.005% of the issued and outstanding BCLP units;
6. Boston Celtic Limited Partnership II (“BCLP II”) is a limited partnership newly organized under the laws of the State of Delaware for the purposes of the Plan and is not and has no current intention of becoming a reporting under the Act;
7. Castle Creek Partners, L.P. (“Castle Creek”) is a limited partnership organized under the laws of the State of Delaware and there is no intention that Castle Creek will become a reporting issuer under the Act;
8. the Plan will involve the creation of BCLP II as a newly listed publicly traded limited partnership which will own, indirectly after completion of thereorganization, an interest in the Boston Celtics Basketball Team and certain investment assets previously owned by BCLP;
9. the Plan will involve the creation of Castle Creek as a private limited partnership with transfer-restricted interests which will own, after completion of the reorganization, an interest in the Team and certain assets previously owned by BCLP;
10. the purpose of the reorganization is to permit, after certain changes in United States federal income tax laws, existing public holders of BCLP units, at their option and based on each holder's investment objectives, to maintain a proportionate investment in their BCLP's assets through either (i) BCLP II, a publicly traded entity, or (ii) Castle Creek, a private limited partnership that will be treated as a “pass-through” entity for United States tax purposes;
11. under the Plan each holder of units of BCLP will have the option of having distributed to the holder either (i) U.S. $20 in principal amount of 6% subordinated debentures of BCLP (the “Debentures”) plus U.S. $1 in cash for each BCLP unit held or (ii) one limited partnership unit of Castle Creek for each 100 BCLP units held;
12. BCLP will merge with a subsidiary of BCLP II and each BCLP unitholder who received Debentures will also receive from BCLP II, as the parent of the amalgamated entity, one unit of BCLP II and each BCLP unit with respect to which Castle Creek units are distributed will be cancelled;
13. following the reorganization B.C. Holders will own BCLP II units and Debentures or Castle Creek units or a combination thereof;
14. the registration and prospectus exemptions set out in sections 45(2)(9) and 74(2)(8) of the Act will be relied upon for the distribution of the Debentures, the Castle Creek units and the BCLP II units to the B.C. Holders;
15. BCLP will provide information in the form of a proxy statement/prospectus (the “Information Statement”) to all holders of BCLP units, and information contained in the Information Statement will conform to the requirements of the United States Securities Act of 1933, and the Information Statement is subject to review by the Securities and Exchange Commission;
16. the Information Statement will contain the information about the reorganization to enable the holders of BCLP units to make an informed decision as to whether or not to vote in favour of the Plan and whether to continue their investment in BCLP II and the Debentures or in Castle Creek;
17. the NYSE has conditionally approved the listing of the BCLP II units and the Debentures and the BSE has conditionally approved the listing of the BCLP II units; and
18. following the reorganization the B.C. Holders will receive the same disclosure materials that are sent to holders of BCLP II units, Debentures and Castle Creek units who are resident in the United States;
AND WHEREAS under section 140(2) of the Securities Rules, R.B.C. Reg. 194/97, any intended trade by the B.C. Holders of BCLP II units or Debentures acquired by them under the reorganization is deemed to be a distribution unless, among other things, BCLP II or BCLP, as the case may be, are reporting issuers and have been reporting issuers for the 12 months immediately preceding the trade;
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;
IT IS ORDERED, under section 76 of the Act that intended trades of BCLP II units and the Debentures acquired by the B.C. Holders under the reorganization, be exempt from the requirements of section 61 of the Act provided that the trades are executed through the facilities of a stock exchange in the United States in accordance with all laws and rules applicable to the exchange.
DATED at Vancouver, British Columbia, on June 12, 1998.
Margaret Sheehy
Director