UNTED STATES BANUPTCY COURT DISTRCT OF DELAWAR
Inre:
MIWAY GAMS INC., et at.,
Debtors.
Chapter I 1
Ca No.
09-1 0465 (KG),
(Jointly Admstered)
DECLARTION OF MA EVAN THOMA
I, Mark Evan Thomas, do hereby declar, under penaty of
perur, tht:
\
1. I am the sole principa and sole owner of MT Acquisition Holdings LLC
("MT Acquiition"), the i 00% owner of Acquiition Holdirs Subsidiar I LLC ("AHS"). No
other entity has ai interest in or clai on the asSes owned by AI. I submit ths declarion in
Teonse to document requests served by the Offcial Commttee of Unsecurd Creitors of
the
Debtors.
2. I
formed AHS to-purchaSe (i) certn loan and advances made by
Natonal Assessent Inc. to Midway Home Entertent Ine" Midway Amusement Games,
'LtC, et al comprised Qf$30 millon of
. i
the o~dig Common Stock of
seced debt an $40 millon'ofunured'debt; and
Midway Games, Inc. CiMidwaytl) reresenting
'(ii) 80,339,266 shas ofCommon Stock of
, 87.2% of
Midway. i:f leaed of the opportty to
. '
acqui these assets on November 14, 2008, when Creighton Condon (one ofSl.er Redstone's
attomeys and a Senior Parer at the law' fi Sheaan & Sterling LLP) and Peter Lyons (the
, -
hea of Shea & Sterling's worldwide Mergers and Acquisitions Grup), lawyers I knew
frm pas trtions, contacted me concerng the trction. The tranction closed foureen
days later, on Novr..iber 28, 2008; the day afr Thagivig.
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3. Prior to November i 4,2008, I bad never met or spoken with Mr. R~stone
or his daughr, Ms. Sha Redone. I did not meet or speak with either of them during the
negotiatons of the AHS' s purchae of cert loan to and interests in Midway or its afliates or
subsidiares, nor have I spoken with either of them sine.
4. In addition to being the sole member ofMT Acquisition, the 100% owner
of ARS, I am al the sole Maagig Direcor of
Esrook Parers, 'LLC, a private equity firm
which I founded in 2007. I curently reside in Concord, Massachusetts; My net wort exceeds
$10 mion an I have no debt
5. Prior to founding Esrook Parer, LLC, I was a Managg Diror
an~ 48% ovier of Georgetown Parers, LLC from 1998 until 2007. From March 1998 tloug
'; Octóber 1998, I was the ~ecritive Vice President and Chief
Development Offcer ofEnvIrotest
. SyStemS Corpration; the naon's largest auto' emission testig company. I was lud by tle
Envites Board ofDIrecors to restct and sell the company. From 1993 until
1998, I wa
. the Senor Vice President, Director of Development, and Member of the Executive and Policy
CoÌnttee for lIT Corporatio~ a worldwide conglomeie. Prior to my expenence'at ITT, I
-,
served as Assoiate Geera Counsel to The'Promus Companes Incorpored' frm 1980 until
1993. A tre and correct copy of my
most curnt Cuculum Vita Is attached to ths
Declaration as Exhbit A.
Daed: Mach!f 2009
Mark Evan Thomas, Es.
KJ 2'7Z3
Mark Evan Thomas
, Birh Date: July 20, 1956
, Citienship: Unite States Citizen
i Residence: 495 Hugh Cargill Road
Concord, MA 01742
Famiy Statu: Mared to Macia Thoma for 28 yeas and have one daughter,
Jemfer, age 24
Education: B.S. Business, summa cum laude, Univerity of Alabmn 1977 J.D. University of Alabama 1980
, Bar Admisions: Tennessee (in good stading)
Profesional Experience:
2007 to Preent: Estbrook Parers, LLC, a private equity firm founded by Mark Tho,mas.
Mark Thomas is the sole Maging Director~
.' , In 2008, formed Acquisition Holdigs Subsidiar I LLC to purchase Midway Ga~s, Inc. equity and debt in
.1998 to 2007: Georgetown Parers, LLC, a private equty firm. Mark Thomas was a Maging Director and 48% owner of the fi.
. Georgetown Parer succssfuy led the ficial strct,
negotiations and due digence proce.ss ror the $3.3 billion acqusition of the wireless licenss and operations of.,Aeritech in Missour and Illois~,
which SBC (today's AT &1) was requi to divest as par of itS merger with Ameritech. Negotiated ajoint ventu with GTE for and the licens.
operations. Subsequently negotiated the exchage of
the joint ventu
inte for an owneIship interest in Verzon Wireless and the eventu
sale of th interest to Verzon Wireless. '
March-October 1998: EnvIrtes Systems Corporaon, the naton's lagest auto emission tesg
company. Enviotest was liSt on the Amerca Stock Exchange.
. Mark Thomas waS hied by the Board of Dkectrs and report diectly to the Chaian. . Mark Thomas' position wa Exective Vice Prsident,
Chief
Development Ofcer.
· Mar Thomas wa taked' with rectg and sellg the company.
:aç manged al asects of
the company's operations durg that perod.
The stock price durg tbtperiod went from $7 per share in March i 998
to $l7.25 per sh il October 1998, at which time the comp~ was sold.
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1993-1998: fI Corporation, a Forte 500 Compay . '
. Mak Thomas intially held the position of
and Associae Vice President General Counel for Gamg for lIT Sheraton Corporation.
the Executive and Policy Commttee for lIT
. Mak Thomas was promoted to Senor Vice President an Dirtor of
Development and a Membe of
Corporaon.
. Execute all aspects of
the merger, acquisition,joint ventue, divestitue and development activities of lIT worldwide. As the chief development offcer of ITT, Mark l1pmas presented al capita development maters to ITT's Boar of Directors.
Dirtors a sttegy wlch resuted in
bilions of
. Created an executed with the Board of
dollars in shareholder value in 1995 by restrctng lI
Corporation, a $25 billon congomerate'
into the, separate NYSE lised
corporaons, Harord Insurce an Fincial Serces, IT Induses, Inc.
~d the new lIT Corporation, one of the world's largest hotel, gamng and
enterent corporations.
. Led a global development team which evaluate hundreds of public and
private companes, and projec and closed an average of 100 deas anualy
includg:
. the $1.7 billion acquisition of Caesa World, Inc., a NYSE lised
company;
. the $1 bilion acquisition ofMSG entertnment business which
included Madison Squae Garden the MSG cable television netwrk, the New York Kncks baketbal team,'and the New York Ragers
hockey te;
'. the $200 milion acquisition of a New ' York television station with
Dow Jones which wa trsformed into WBIS, a New York sports and
business staon, and its subsequent sale to Paxon Communcations for $256 milion;
. the acquiition of
Bell South's twenty percet interest in m's yeHow
page publishíg business and the subsequent sae of the entir business
for $1.8 bilion; , .
seconda technca schools;
caso' acquisitlons, ground up
. the expansionofIIT Educaon Servces's national system of
post-
. over $4 bilion in hotel and
developments, joint ventues and dispositions thoughout the world;
. the $160 nillon acquisitioJ: of the Dese Inn Hotel and Casino in Las
Vegas frm Kik Kerkorian's Trainda Corporation.
2
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1980-1993: Tht Prmus Compaes hicorporate Asociat Genera Courel
;. "Legal c01.1 with'signcat responsibilties for the corpration's
development activities includg the negotiation of magement agreements,
join ventu agrents operati ageements an frchise ageements in
the Asiaacific, Lati American and Nort Amerca regions of
'(
,.'
,
'
,
Holiday
In, Embassy Suites, Homewood Suite andHarts. Negotiated the agment for the fit Wesern hotel in Chi the 1,000 rom Holiday In
Lido in Beijing.
Public Service
VSA Ar of Massahustt
. VSAMpromote incluson of
people with disabilties and develops effecve ars-based teachig strtegies th alow stdents with and without disabilities 'to lea together. VSAM parers with schools, 1Uvelities, communty
theates, museius and large and smal cultu orgations in ever neld.
VSAM is a leaer in the VSA ar internatonal netork founded in 1974 by
Jean F. Kennedy Smith and is afliated with The John F. Kei:edy Center for
the Performg Ars. VSAM has support from Massachustt Deparent of
Education, Masacusett Rehailtation Comnssion and the United States
Deparent of Edt.çation.
. . Chaian of the Board of Directors
3
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