Twenty minority investors in the Sky have declared they do not support a lawsuit brought against principal owner Michael Alter by fellow investor Steven Rogers, according to court documents.
The declarations were included in a motion to dismiss the case filed by Alter’s counsel, Robert Chapman. Much of that motion remains redacted, including the names of the minority investors.
On Monday, Chapman requested approval to file the unredacted version under seal, citing a confidentiality clause in the Sky’s operating agreement that protects sensitive financial provisions and identities.
While Rogers’ counsel previously used similar reasoning to file their initial complaint under seal, they objected to this request. They argued the legal analysis for sealing documents changes once that information becomes the basis for a judicial decision, such as a motion to dismiss. They must submit their argument in writing by May 6.
Rogers filed the initial complaint in February, alleging unlawful self-dealing from Alter that unfairly diluted minority interests. The complaint centers on a 2023 capital raise where the Sky brought in $8.5 million from a small group of investors. Around that time, Alter converted his loans into equity. The core of the dispute is whether that debt-for-equity swap was conducted properly and authorized by the operating agreement.
Alter’s motion to dismiss argues the transaction was expressly permitted and that the conversion did not occur on preferential terms.
“What Rogers mistakenly characterizes as wrongful self-dealing was an expressly permitted transaction that inured to the benefit of all shareholders including Rogers,” the motion states.
The motion also states Rogers is an inadequate representative for a derivative suit because of the documented opposition from other investors.
“The Team’s other investors—the very same people whose interests Rogers purports to protect in this derivative suit—oppose this lawsuit and Rogers’ harmful and baseless attacks on the Team and Michael Alter,” the motion states. “These declarants not only support Michael Alter’s leadership, but also emphasize that Rogers’ lawsuit risks harming the Sky’s reputation and these members’ investment, and has already attracted negative nationwide press coverage about the Sky, as Rogers intended.”
One minority investor, Linda Friedman, spoke to the Sun-Times in February in defense of the debt-to-equity swap. Friedman, who believes she is the team’s third-largest investor, said there was complete disclosure and that the valuation used for Alter’s loan conversion was fair. She believes that the capital raise would not have been possible without a transaction to improve the balance sheet.
However, another investor who spoke on the condition of anonymity said he did not realize Alter’s loans were convertible and did not understand how the conversion was valued.
Alter’s motion to dismiss also argues that the complaint improperly names Alter as an individual defendant rather than the LLC manager. It further claims the lawsuit impermissibly alleges both breach of contract and breach of fiduciary duty, calling the claims duplicative.
The defense will have until May 21 to reply once Rogers’ response to the motion is filed.