ANTHEM RESPONDS TO JARRETT LAWSUIT, ED NORDHOLM DECLARATION EXPLAINS HOW ANTHEM TOOK IMPACT OVER FROM DIXIE CARTER

Impact Wrestling parent company Anthem Wrestling Exhibitions LLC (and its parent company, Anthem Sports & Entertainment) filed motions on 11/1 with the United States District Court of Tennessee, attempting to have the lawsuit Impact Wrestling founder Jeff Jarrett and his new company Global Wrestling Entertainment have brought against them dismissed.

Defendants Anthem Sports & Entertainment Corp and Anthem Wrestling Exhibitions, LLC requested the lawsuit be dismissed for several reasons on 11/1 with a series of filings. The first motion argues that Jarrett and GWE are claiming there is a copyright infringement on their Global Force Wrestling Amped! content that Impact aired as PPVs, but "failed to state an adequate claim of copyright infringement " as there were no actual copyrights filed on the material in question before the lawsuit was filing. That would explain why GWE and Jarrett were requesting that the court order Impact to hand over the masters, so Jarrett could go forward with filing copyrights on the 16 hours of GFW Amped! content. The motion also included

Regarding Jarrett's allegations that the defendants "violated Jeff Jarrett’s exclusive property rights to his own name, photograph, and other likeness", the defendants are claiming this cannot be correct as "Jeff Jarrett has previously authorized the use of his name and likeness as a trademark and Defendants own that trademark." Anthem responded that they own a trademark on the name "Jeff Jarrett" as Jarrett had consented to agree to allow TNA Entertainment, LLC those rights in 2004 with Anthem taking over that trademark when they acquired TNA/Impact Wrestling from Dixie Carter's company Impact Ventures, LLC.

Anthem backed their claim by submitting to the court a copy of a statement signed by Jeff Jarrett, dated 1/19/06, stating that he was giving that consent to TNA Entertainment, LLC. That statement reads:

"I, Jeff Jarrett, hereby give consent to the registration of the trademark, JEFF JARRETT (Serial No. 78/534,102) for "costumes, namely wrestling costumes and masks for children and teenagers" in International Class 25, "toy action figures and accessories therefor" in International Class 28 and "entertainment services, named wrestling exhibits and performances by a professional wrestler and entertainer; providing wrestling news and information via a global computer network" in International Class 42, and authorize the registration of the name as a trademark for such goods and services with the United States Patent and Trademark Office."

Anthem also submitted a copy of trademark transfers for several copyrights held by Impact Wrestling when Anthem took over the company, assigning the ownership of those trademarks to Anthem Wrestling Exhibitions LLC, effective 1/1/17 with an execution date of 1/11/18. The Jarrett copyright is included in a collection of the trademarks that were transferred.

In regard to the Jarrett lawsuit claim that Anthem, etc. had "Violated state and federal trademark infringements in relation to GFE", Anthem's motion noted that Global Force Wrestling LLC's own trademark filing for the GFW initials, dated 3/9/18 and signed by Jeff Jarrett, featured photo usage of the GFW initials, meant to provide a publicly available usage of the letters to support the ownership of the trademark, that was actually the cover art for the Impact Wrestling DVD release of GFW Amped! "to substantiate his claim that Global Force Wrestling was entitled to the registration for use on DVD.” So, Anthem is arguing that Jarrett himself has already provided proof that Impact had permission to utilize the logo and name, because he himself was using that usage to support trademarking the GFW initials.

Anthem then filed a second motion explaining that the court lacked jurisdiction over the myriad of companies related to Impact Wrestling.

In that second motion, Anthem Sports broke down the different companies that Impact Wrestling falls under. The motion noted that Anthem Sports itself is a "Canadian holding company that has no day to day operations other than the ownership of several subsidiaries that house the various Anthem brands. Its primary place of business is in Toronto, Canada" and that it does not do business in the state of Tennessee and that all content distribution of Anthem entities held by Anthem Sports are done through related companies or third-party licensing agreements. Therefore, "The plaintiffs cannot plausibly allege facts sufficient to establish that this Court can assert personal jurisdiction over Anthem Sports in a manner that is consistent with the Due Process Clause."

The motion also notes, "Anthem Sports and Anthem Wrestling are two separate and distinct legal entities and all appropriate corporate formalities have been observed. Although Anthem Wrestling is controlled by Fight Media, Anthem Wrestling has different shareholders than Anthem Sports and Anthem Wrestling is funded by financing facilities separate from the financing facilities for Anthem Sports. The two companies have different purposes, corporate missions, employees, locations, and management. The two entities maintain separate books, tax returns and financial statements, and neither entity exerts control over the daily affairs of the other."

The motion reiterated that Anthem Sports is "merely" a holding company and does not have "any day to day operations of any kind." So, Anthem Sports, which would be above Anthem Wrestling Exhibitions, LLC in the ownership pyramid, is claiming they wouldn't technically fall under the guidelines of the court and should be dismissed as a defendant.



Anthem Sports also noted that when Jeff Jarrett signed a non-disclosure agreement with the company during the time period he was coming in to work for them as the Chief Creative Officer, Anthem insisted upon and received a clause that any issues that arose legally would fall under New York law, noting, " Even if one believes Plaintiffs’ allegation that their claims do not relate to arise from this NDA as one is required to do at this juncture of the proceedings, these allegations actually establish that Anthem Sports deliberately did not avail itself of doing business in the forum. Obviously, if Anthem Sports initiated merger discussions pursuant to this NDA as Plaintiffs allege, it did not anticipate being hauled into court here. In fact, it expressly bargained for and obtained a contractual provision that it could not be sued in Tennessee. In light of the fact that the Complaint expressly establishes that the parties agreed that Anthem Sports could not be sued in Tennessee, these allegations cannot establish that Anthem Sports has purposely availed itself of the privilege of doing business in Tennessee for purposes of the specific jurisdiction analysis. Further, Anthem Sports asserts that this bargained-for provision that was reached as a pre-requisite for its merger discussions with Plaintiff--the facts that give rise to Plaintiffs’ purported claims--should be dispositive of the “purposeful availment” issue. Anthem Sports expressly bargained for and obtained the right not to be haled into court in Tennessee."

So, they are claiming that Jarrett cannot technically sue them in the State of Tennesee to begin with based on the language of the agreement that he signed with the company - an agreement that as of this writing, remains sealed by the court.

In another filing Anthem Sports and Anthem Wrestling jointly stated, "This action is the aftermath of a failed merger between two wrestling entertainment companies" and for the first time on record, gave their side of the story, stating Jarrett was actually the one in charge of the release of the GFW content and that material did not even turn a profit for the company:

"Jarrett entered into discussions wherein Jarrett’s company would merge into Anthem Wrestling in exchange for an officer-level position with a large salary, a job for Jarrett’s wife, and an equity interest in Anthem Wrestling. The plan was to use Jarrett and his extensive experience in the wrestling business to help grow and differentiate the IMPACT! Wrestling brand that Anthem had recently acquired. Jarrett would bring to the deal his GLOBAL FORCE WRESTLING and GFW brands and 16 episodes of wrestling content (the “Amped Content”) that he had produced some two years earlier but thus far had been unable to monetize. The parties planned to complete and finalize the Amped Content, add voiceover, and perform the other necessary post-production work in order to get it in shape to broadcast and sell. In order to carry out these plans, Jeff Jarrett was made Chief Creative Officer of Anthem Wrestling effective April of 2017 and given complete authority over its wrestling operations and the content that the company would create, market, and sell.

Under Mr. Jarrett’s watch as Chief Creative Officer, the Amped Content was packaged as five different PPV broadcasts and was marketed with both the GFW and IMPACT! trademarks.

The Amped Content was also packaged as DVDs and sold on-line. Also during Mr. Jarrett’s tenure as Anthem Wrestling’s Chief Creative Officer, the company decided to use the phrase “Global Wrestling Network” as a descriptor for an Over-the-Top (“OTT”) application developed by Anthem Wrestling upon which wrestling content would be marketed.

As often happens, the parties’ merger plans did not work out as expected. Mr. Jarrett was terminated near the end of October 2017. The sale and marketing of the Amped Content was not successful and did not turn a profit. "

Anthem noted that All of Jarrett's allegations and claims against them "arise out of the same conduct--Anthem Wrestling’s broadcast and sale of the Amped Content using both parties’ trademarks pursuant to the failed merger. Remarkably, Mr. Jarrett is suing over the very conduct that he oversaw and conducted as an officer of Anthem Wrestling."

In the joint filing, Anthem noted they began speaking to Jarrett in October 2016, which is before they officially took the company over from Dixie Carter's Impact Ventures LLC. Regarding his employment in the company, Jarrett and Anthem Wrestling signed a term sheet in May 2017. Anthem's joint filing notes, "The term sheet provided that as Chief Creative Officer, Jeff Jarrett was responsible for all wrestling operations of the Company and would have “overall responsibility and full authority” for “ensuring timely and efficient production of programming to meet the Company’s obligations under its distribution agreements to produce content for television broadcast and PPV airings, content for the Company’s digital distribution channels, [and] performance of live events. In other words, Mr. Jarrett was to be the Anthem Wrestling employee in charge of the content it would sell."

The only reference to Jarrett's release from Impact Wrestling comes in the joint filing, reading, "It became clear the merger was not going to work for various reasons and Mr. Jarrett was terminated as Anthem Wrestling’s Chief Creative Officer at the end of October 2017." Anthem noted that all the GFW PPVs aired during Jarrett's time as Chief Creative Officer of the company, with the exception of one, which aired in December 2017 - and that any trademark violations alleged over the usage of GFW Amped materials should be tossed out because Anthem had an implied license to use the material from Jarrett and GWE via his employment as an officer for the company.

In the joint motion, Anthem notes, "Under these circumstances, there can be no doubt that Jarrett provided the content at the request of Defendant Anthem Wrestling and that he intended that Anthem Wrestling use and distribute the content, using Plaintiffs’ trademarks. Moreover, because Plaintiff Jarrett granted this license in exchange for his salary and the promise of the anticipated merger, it is supported by consideration and is irrevocable."

Anthem also uses the aforementioned GFW trademark filing that utilized photo proof of the GFW DVD sold by Impact Wrestling, noting, "This is the very same content and very same airing (on August 11, 2017) of it that Mr. Jarrett claims in this action is copyright and trademark infringement committed by Defendants. Yet, under penalty of perjury, he swore that this very same use

was use that inured to his benefit--in other words--use by a licensee. This SOU is a sworn admission that Defendant Anthem Wrestling’s alleged use of the Amped Content and GFW trademarks was as a valid licensee."

The joint filing states that Jarrett and GWE's claims should be dismissed under Federal Rule of Civil Procedure when "it fails to state a claim upon which relief can be granted." Anthem claims in the filing that Jarrett has incorrect information about the relationship between Anthem Sports and Anthem Wrestling Exhibitions and due to those errors, there is no actual claim that can be made against Anthem Sports.

All the Anthem motions refer to a declaration filed by Ed Nordholm, the Executive Vice President of Anthem Sports & Entertainment Corp. In the declaration, Nordholm explains that Anthem Sports has "no business operations of its own" and is a holding company for "various operating companies and brands that are part of the Anthem portfolio", listing Fight Network, The Pursuit Channel, FNTSY Sports Network and the Edge Sport channel. The declaration notes that Anthem Sports owns a subsidiary, Anthem Sports & Entertainment. While Sports is a Canadian-based company, Anthem S&E is a United States holding company for "certain Anthem operating entities in the United States" - but like Anthem Sports, it is not registered to do business in Tennessee, has no employees and is a "passive holding company." Under Anthem Sports & Entertainment is Fight Media, the operating company of The Fight Network, which Nordholm declared, is also not registered to do business in Tennessee and is Canadian-based with all its employees in Canada.

In the declaration, Nordholm publicly reveals for the first time how Anthem was able to take ownership of Impact Wrestling, explaining the creation of Anthem Wrestling Exhibitions, LLC, which somewhere in the pyramid of holding companies under the Anthem Sports banner, is the parent company of Impact.

Nordholm notes in his declaration: "Anthem Wrestling was formed in order to acquire the assets of an entity called TNA Entertainment LLC, when Fight Media foreclosed on certain loans to that entity."

So, in the middle of the Jarrett vs. Anthem lawsuit, it has been revealed that after musician (and now NWA President) Billy Corgan stopped funding Impact in October 2016, the "working capital loan to fund the operations of TNA Impact Wrestling" by Anthem Sports & Entertainment Corp (later described as a “credit relationship” by Anthem) ended up being a loan that Impact Wrestling, headed at the time by Dixie Carter, was unable to repay, which led to Anthem foreclosing on the loan, acquiring control and ownership of the company, in the process.

Given the timeline of when they began speaking with Jarrett (according to legal filings by both Jarrett and Anthem in this case), it would appear Anthem's plan all along was to use the loans to acquire control of the company from Carter, who had been having financial difficulties in the wake of losing her TV deal with SpikeTV and with Panda Energy, Impact's original backer and parent company, divesting itself of ownership and financial support, placing Impact in the hands of Carter's Impact Ventures LLC.

Nordhom's declaration also notes that Anthem Wrestling currenlty has 15 employees and 50 contractors that carry out its day-to-day operations and that "Anthem Sports does not control or dictate the operations of Anthem Wrestling."

Magistrate Judge Joe Brown has ordered that any amended pleadings in the lawsuit by filed by 1/11/19. All discovery related to the case (where the two sides can obtain evidence that the other side has) is to be completed by 7/1/19 and that any dispositive motions (filed to try and knock some or all the claims out of the case) by filed by 12/15/19. A conference regarding the status of the case was ordered by 4/15/19, although that was before Anthem's multiple responses were filed.

The next step in the case will be Jarrett and GWE responding to the numerous motions, followed by the court eventually issuing rulings. From there, the case will continue forward, shaped by what remains of the allegations (if anything) as the two sides head towards either settlement or a court date. Unless the case is thrown out, the two sides are at the start of a very long, lengthy legal process.

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