STATE OF ARKANSAS
|IN THE MATTER OF||ORDER PROVIDING A|
|BLEACHER BUM SPORTS, L.L.C.||ORDER NO. 99-012-S|
FINDINGS OF FACT
On April 17, 1999, a letter was received by the Arkansas Securities Commissioner requesting that the proposed offering and sale of sixteen (16) capital units (the "Units") of Bleacher Bum Sports, L.L.C. ("Bleacher Bum Sports") to Mark D. Rockwell, Charles D. Vaughn, Charles D. Richey and Shelley Parson (the "Transaction") be determined to be an exempt transaction pursuant to Ark. Code Ann. § 23-42-504(a)(12).
The Company is a L.L.C., organized under the laws of the State of Arkansas. The Units consist of 16 units owned by Bleacher Bum Sports, L.L.C., (the "Seller").
An exemption from registration has been requested pursuant to the Commissioners discretionary authority under Ark. Code Ann. § 23-42-504(a)(12). The Seller and the Buyers have fully and completely been involved in the negotiation of an agreement for the sale of the Units and they have been represented in these negotiations by counsel. The Buyers have had access to financial and other information concerning Bleacher Bum Sports as is necessary to make an informed investment decision. Based upon the foregoing, the Transaction is not the type the Arkansas Securities Act (the "Act") is designed to protect by requiring registration, particularly when what is involved is the sale of a business.
CONCLUSIONS OF LAW
In recognition of the representations made by the Seller and Buyers, it appears registration of this offering of units of Bleacher Bum Sports is unnecessary in this instance.
This order does not exempt the Seller or the Buyers from the antifraud provisions of the Act.
IT IS THEREFORE ORDERED that the capital units of Bleacher Bum Sports offered or sold in Arkansas for the proposed Transaction, if offered and sold in compliance with the representations made in the letter of April 14, 1999, and in accordance with the Findings of Fact stated herein, shall be exempted from § 23-42-501 and 23-42-502 of the Act.
WITNESS MY HAND AND SEAL this 21st day of April, 1999.