Jones v. PGA Tour, Inc.

4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA MATT JONES, et al., Case No. 22-cv-04486-BLF 8 Plaintiffs, ORDER GRANTING IN PART AND DENYING IN PART THE NEW YORK 9 v. TIMES CO.’S MOTION TO UNSEAL 10 PGA TOUR, INC., Re: ECF No. 460 Defendant.

13 Presently before the Court is non-party The New York Times Company’s (“NYT”) motion to unseal certain judicial records in this action (the “Motion to Unseal”). See Mot., ECF No. 460.

15 The Motion to Unseal concerns records related to the Court’s jurisdiction over the Public Investment Fund of the Kingdom of Saudi Arabia (“PIF”) and His Excellency Yasir Othman Al- Rumayyan (“HE”), and its determinations that PIF and HE were not shielded by sovereign immunity. See Reply 6, 10, ECF No. 473.

19 For the reasons discussed below, NYT’s motion is GRANTED IN PART and DENIED IN PART.

21 I. BACKGROUND 22 A. Parties and Claims 23 In August 2022, several professional golfers filed suit against Defendant PGA Tour, Inc. (“PGA Tour”) asserting breach of contract and multiple violations of federal and California antitrust laws based on PGA Tour’s alleged interference with their participation in the launch of a competing professional golf tour by LIV Golf, Inc. (“LIV Golf”). See ECF No. 1. An amended complaint followed in which LIV Golf appeared as a plaintiff alongside the professional golfers.

1 tortious interference with contract. See ECF No. 108. PGA Tour subsequently moved to compel discovery from (then) non-parties PIF and HE. See ECF No. 148. Following motion practice and oral argument, Magistrate Judge van Keulen issued an order (the “Discovery Order”) on February 9, 2023, granting PGA Tour’s motion to compel. See ECF Nos. 265, 380.

5 PIF and HE became defendants in this action on February 23, 2023, after the Court granted PGA Tour leave to amend its counterclaim. See ECF Nos. 238, 280, 289. Shortly thereafter, on February 28, 2023, PIF and HE filed a motion for de novo review and relief from the Discovery Order; the Court denied the motion. See ECF Nos. 306, 392.

9 B. NYT’s Motion to Unseal 10 On June 16, 2023, NYT filed the pending Motion to Unseal, which was filed as a Motion for an Order to Intervene and for an Order Unsealing Court Records. See ECF No. 460.1 NYT initially requested that the Court review the entire docket and “appropriately unseal records,” Mot.

13 1, but subsequently narrowed the scope of its request to records regarding “PIF and [HE]’s claims that they are not subject to the court’s jurisdiction and are shielded by sovereign immunity,” Reply 3. Specifically, NYT stated that it sought access to the following documents and their attachments: ECF Nos. 148, 166, 169, 173, 209, 223-1, 225,2 230, 238, 265/380,3 322, and 436.

17 Reply 10. Further, NYT asserted in its Reply that although several of the records at issue had initially been reviewed under the lower, “good cause” sealing standard, subsequent case developments meant that the Court should apply the more stringent, “compelling reasons” sealing standard. Reply 4–5.

21 The Court heard oral argument on the Motion to Unseal on August 3, 2023. See Aug. 3, 2023 Hr’g Tr., ECF No. 482. Because NYT had raised new arguments in its Reply, the Court permitted LIV to file a supplemental brief regarding whether the sealing standard had changed Later that day, the parties filed a stipulation of voluntary dismissal of this action. ECF No. 462.

The Court approved the stipulation of dismissal on June 20, 2023. See ECF No. 463.

2 ECF No. 225 and its attachment at ECF No. 225-1 are identical to, respectively, ECF Nos. 209-3 and 209-2, which NYT separately requests. These documents are public versions of the sealed documents at, respectively, ECF Nos. 208-2 and 208-1.

1 based on the posture of the case. See id. at 35:5–6; see also Sur-Reply, ECF No. 485. The Court then issued an order on August 24, 2023 (the “Prior Order”), granting NYT’s request to intervene, denying NYT’s motion to unseal with respect to ECF No. 436, finding that the sealing standard had not changed, and ordering LIV Golf to file a statement in support of maintaining under seal any currently-sealed information in the remaining documents to which NYT seeks access. See Prior Order, ECF No. 497. The Court emphasized that LIV Golf’s requests to seal were to be appropriately tailored to redact only sealable information. Id. at 11. LIV Golf submitted its statement in support of sealing on September 7, 2023.

9 II. LEGAL STANDARD 10 A. Federal Common Law 11 “Historically, courts have recognized a ‘general right to inspect and copy public records and documents, including judicial records and documents.’” Kamakana v. City & Cnty. of Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006) (quoting Nixon v. Warner Commc’ns, Inc., 435 14 U.S. 589, 597 & n.7 (1978)). Accordingly, “a ‘strong presumption in favor of access’ is the starting point,” id. (quoting Foltz v. State Farm Mut. Auto. Ins. Co., 331 F.3d 1122, 1135 (9th Cir. 2003)), and a party opposing a motion to unseal judicial records bears the burden of overcoming the presumption. See Ctr. for Auto Safety v. Chrysler Grp., LLC, 809 F.3d 1092, 1096–98 (9th Cir. 2016) (reviewing standards to file under seal borne by party seeking sealing in evaluating nonparty intervenor’s motion to unseal document).

20 Parties seeking to maintain under seal judicial records relating to motions that are “more than tangentially related to the merits of a case,” Ctr. for Auto Safety, 809 F.3d at 1101, must show “compelling reasons supported by specific factual findings that outweigh the general history of access and the public policies favoring disclosure.” Kamakana, 447 F.3d at 1178–79 (internal quotation marks and citation omitted). However, the strong presumption of public access does not apply to judicial records relating to motions that are not related, or are only tangentially related, to the merits of a case. Ctr. for Auto Safety, 809 F.3d at 1099; see also Kamakana, 447 F.3d at 1179 (“[T]he public has less of a need for access to court records attached only to non-dispositive underlying cause of action.”). Where such records are at issue, a party opposing unsealing “need only satisfy the less exacting ‘good cause’ standard.” Ctr. for Auto Safety, 809 F.3d at 1097.

3 B. First Amendment 4 The First Amendment provides a right of access to various types of judicial records. See Courthouse News Serv. v. Planet, 947 F.3d 581, 590 (9th Cir. 2020). Courts apply an “experience and logic” test to evaluate “the institutional value of public access to judicial proceedings and records to determine whether the First Amendment provides a presumption of access.” Id. “To determine whether a First Amendment right of access attaches to a type of judicial proceeding or record, we consider (1) whether that proceeding or record ‘ha[s] historically been open to the press and general public’ and (2) ‘whether public access plays a significant positive role in the functioning of the particular [governmental] process in question.’” Id. (quoting Press-Enter. Co. v. Super. Ct., 478 U.S. 1, 8 (1986)).

13 C. Civil Local Rules 14 The Local Rules of this Court additionally require that all requests to seal be “narrowly tailored to seek sealing only of sealable material.” Civ. L.R. 79-5(a). That is, the sealing motion must include “a specific statement of the applicable legal standard and the reasons for keeping a document under seal, including an explanation of: (i) the legitimate private or public interests that warrant sealing; (ii) the injury that will result if sealing is denied; and (iii) why a less restrictive alternative to sealing is not sufficient.” Id. at 79-5(c)(1).

20 III. DISCUSSION 21 The documents to which NYT seeks access, as listed in Exhibit A to the Reply, see Reply 10, fall into three categories: (1) PIF and HE’s opposition to discovery sought by PGA Tour, which includes filings related to PGA Tour’s motion to compel discovery and PIF and HE’s motion to quash, the Discovery Order addressing both motions, and PGA Tour’s opposition to PIF and HE’s motion for de novo review of the Discovery Order (NYT Reply Ex. A, Nos. 1–8, 10– 11); (2) PGA Tour’s motion for leave to amend its counterclaim to add PIF and HE as defendants (NYT Reply Ex. A, No. 9); and (3) PIF and HE’s motion to dismiss (NYT Reply Ex. A, No. 12).

1 in the last category, i.e., PIF and HE’s motion to dismiss, located at ECF No. 436. See Prior Order 7–8, 11. The Court now turns to the other two categories of documents.

3 A. Category 1: Documents Related to Discovery Disputes (NYT Reply Ex. A, Nos. 1–8, 10–11) NYT requests that the Court unseal materials related to a dispute over whether PGA Tour could compel discovery from PIF and HE prior to their appearance as parties in this action. See Reply 4–7. These materials are located on the public docket under lead ECF Nos. 148, 166, 169, 173, 209, 223-1, 225, 230, 265/380, and 322; they were sealed pursuant to three sealing orders, located at ECF Nos. 266, 373, at 405. See id. at 10.

As the Court determined in the Prior Order, the good cause standard applies to these documents because they were sealed in relation to discovery disputes that were not more than tangentially related to the merits of the action. See Prior Order 10. PIF and HE’s eventual status as defendants in this action did not “retroactively change the good cause sealing standard for the discovery disputes.” Id. The Court additionally noted that NYT had not presented argument under the test for disclosure under the First Amendment. Id. Accordingly, the Court now evaluates NYT’s Motion to Unseal the discovery dispute-related documents, and LIV Golf’s corresponding requests to maintain sealing, under the common law good cause standard.

LIV Golf argues that there is no reason to reconsider or deviate from the prior sealing analyses because there has been no material change in circumstances that would affect the justifications for sealing. LIV Golf’s Suppl. St. re Sealing (“LIV Suppl. St.”) 2, ECF No. 498.

LIV Golf further argues that the materials at issue contain information about business strategies, financial information, internal corporate decision making, confidential negotiations, contracts and agreements, corporate governance procedures, and email addresses, all of which courts in this district have found to satisfy both the compelling reasons and good cause standards for sealing.

See id. 3–4 (citations omitted).

As noted above, a party opposing a motion to unseal judicial records bears the burden of overcoming the presumption. See Ctr. for Auto Safety, LLC, 809 F.3d at 1096–98. Accordingly, the Court does not rest on the prior sealing orders, but rather evaluates anew whether the materials LIV Golf seeks to maintain under seal meet the good cause standard for sealing and the narrow tailoring required by this district’s local rules.

3 For each document NYT seeks to unseal, LIV Golf has provided its position on whether some or all of the currently sealed information should remain under seal. See App’x A to LIV Suppl. St. (“App’x A”), ECF No. 498-1. LIV Golf has additionally resubmitted ten previously- filed fact declarations from its Chief Legal Officer, John Loffhagen, in support of sealing. See Exs. 1–10 to LIV Suppl. St., ECF Nos. 498-2–498-11. Nine of these declarations describe different portions of the discovery dispute-related material LIV Golf seeks to maintain under seal under the good cause standard, and the competitive harm that would result from the exposure of the material at issue. See Exs. 1, 3–10 to LIV Suppl. St. 11 Courts in this circuit have held that confidential business information in the form of “license agreements, financial terms, details of confidential licensing negotiations, and business strategies” satisfies the “compelling reasons” standard. Exeltis USA Inc. v. First Databank, Inc., No. 17-cv-4810, 2020 WL 2838812, at *1 (N.D. Cal. June 1, 2020); see also, e.g., In re Elec. Arts, Inc., 298 F. App’x. 568, 569 (9th Cir. 2008) (finding compelling reasons for sealing “business information that might harm a litigant’s competitive strategy,” including confidential contract terms); In re Google Location Hist. Litig., No. 5:18-cv-05062-EJD, 514 F. Supp. 3d 1147, 1162 (N.D. Cal. Jan. 25, 2021) (“Compelling reasons may exist to seal ‘trade secrets, marketing strategies, product development plans, detailed product-specific financial information, customer information, internal reports[.]’”) (citation omitted); Simpson Strong-Tie Co. Inc. v. MiTek Inc., No. 20-cv-06957-VKD, 2023 WL 350401, at *2–3 (N.D. Cal. Jan. 20, 2023) (granting sealing request under compelling reasons standard of “confidential business development and internal business strategy documents and intellectual property of MiTek, including internal MiTek research and development information”); Zogenix, Inc. v. Fed. Ins. Co., 2022 WL 3908529, at *1 n.1 (N.D. Cal. May 26, 2022) (granting request to seal “internal conversations” about corporate “decision- making process” in connection with summary judgment motion); Pinnacle Ventures LLC v. Bertelsmann Educ. Servs., 2018 WL 11392741, at 1 (N.D. Cal. Aug. 1, 2018) (granting sealing of Hernandez v. County of Monterey, No. 13-cv-02354, 2023 WL 4688522, at *3–4 (N.D. Cal. July 21, 2023) (finding compelling reasons to seal email addresses and other personal contact information). Such information is therefore sealable under the “less exacting” good cause standard. See Ctr. for Auto Safety, 809 F.3d at 1097.

5 Having reviewed LIV Golf’s arguments, the relevant Loffhagen declarations, and the documents at issue, the Court finds that LIV Golf has shown good cause for maintaining under seal the information in the discovery-related documents, which disclose confidential information regarding LIV Golf’s formation; strategic launch plans; financials; internal decision-making processes; negotiations with players, agents, and sponsors; and a Shareholders’ Agreement that remains under seal. See In re Elec. Arts, 298 F. App’x at 569; Exeltis USA Inc., 2020 WL 11 2838812, at *1. However, the Court finds that certain of the sealing requests are not narrowly tailored, and grants in part and denies in part those requests. The Court's rulings on the discovery- related documents sought by NYT in its Motion to Unseal are set forth in the three tables below, which are organized by sealing order. The Court notes that although this order deals with NYT’s Motion to Unseal, it has for clarity fashioned its rulings as responsive to LIV Golf’s requests to maintain information under seal. Thus “GRANT” will maintain sealing as a rejection of NYT’s Motion to Unseal.

18 1. Sealing Order: ECF No. 266 (NYT Reply Ex. A, No. 10) Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 21 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 22 Any) Under Seal or Undo 23 Sealing 24 NYT Reply Ex. A, No. 10 February 9, 2023 380 / (265, 13:20–14:11 DENIED as With the exception of 25 Order Granting 499-2) *14:14–16* to the first the first two words of PGA Tour’s 15:3–9 two words of 13:20, which constitute Motion to Compel 15:11–16:17 13:20; a section header, 27 and Denying PIF & 23:11–18 otherwise contains confidential HE’s Motions to 25:20–25 GRANTED. information regarding Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing Doc. No. 1) 26:9–11 and strategic launch 26:17–21 plans; financials; 6 *27:5* internal decision- 36:21–24 making processes; 7 36:28–37:2 negotiations with 37:28 players, agents, and 8 38:1. sponsors; and a Shareholders’ LIV Golf no longer Agreement that 10 seeks sealing of the remains under seal. bolded ranges.

2. Sealing Order: ECF No. 373 (NYT Reply Ex. A, Nos. 1–8) 13 Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s ECF No.) Golf’s Proposed Requests to 15 Modifications (If Maintain Any) Under Seal 16 or Undo Sealing 17 NYT Reply Ex. A, No. 1 2 PGA Tour’s 148 / (147-3, 3:6–9 GRANTED. Contains confidential Motion to Compel 499-8) *4:14* information regarding 19 PIF & HE’s *6:19–20* identities of LIV Golf’s Compliance with 6:26–28 consultants; internal Subpoena (App’x 6:28–7:2 decision-making; and 21 A Doc. No. 6) 7:2–3 investor involvement in 7:3–4 decision-making.

22 *7:5–8* 9:8–18 23 *9:23–24* 16:28–17:3 18:10–13 25 *18:13* (last sentence) 26 19:17–18 19:19–20 Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing seeks sealing of the bolded ranges.

3 Ex. 2 to 148-2 / (147- Entire document. DENIED for Large portions of the 7 Declaration of 4, 499-9) lack of document contain LIV Brook Dooley in sufficient Golf’s confidential 8 Support of PGA tailoring. financial information Tour’s Motion to and projections.

Compel PIF & However, LIV Golf has 10 HE’s Compliance not provided support with Subpoena for sealing material 11 such as email fields (by (App’x A Doc. No. which the Court means 7) to include, throughout this order, information such as dates, email 14 sender, recipients, and subject line) and 15 footers, introductory and other non- confidential language 17 in the body of emails, presentation section 18 headings, and videoconference 19 logistics.

4 Ex. 14 to 148-3 / (147- Entire document. DENIED for Large portions of the 21 Declaration of 5, 499-10) lack of document contain LIV Brook Dooley in sufficient Golf’s confidential 22 Support of PGA tailoring. business strategies.

Tour’s Motion to However, LIV Golf has 23 Compel PIF & not provided support HE’s Compliance for sealing material with Subpoena such as email fields 25 and footers, (App’x A Doc. No. introductory and other 26 8) non-confidential language in the body of 27 emails, and Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing headings.

6 5 Ex. 15 to 148-3 / (147- Entire document. DENIED for Large portions of the Declaration of 6, 499-11) lack of document contain LIV 7 Brook Dooley in sufficient Golf’s confidential Support of PGA tailoring. financial information; 8 Tour’s Motion to internal decision- Compel PIF & making processes; and HE’s Compliance consultants’ identities.

10 with Subpoena However, LIV Golf has not provided support 11 (App’x A Doc. No. for sealing material 9) such as email fields and footers, introductory and other non-confidential 14 language in the body of emails (e.g., slide 15 numbers), and presentation section headings.

6 Ex. 16 to 148-3 / (147- Entire document. DENIED for Large portions of the 18 Declaration of 7, 499-12) lack of document contain LIV Brook Dooley in sufficient Golf’s confidential 19 Support of PGA tailoring. financial information Tour’s Motion to and projections.

Compel PIF & However, LIV Golf has 21 HE’s Compliance not provided support with Subpoena for sealing material 22 such as presentation (App’x A Doc. No. titles, dates, and 23 10) section headings.

7 Ex. 17 to 148-3 / (147- Entire document. DENIED for Large portions of the 25 Declaration of 8, 499-13) lack of document contain LIV Brook Dooley in sufficient Golf’s confidential 26 Support of PGA tailoring. strategies. However, Tour’s Motion to LIV Golf has not 27 Compel PIF & provided support for Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing with Subpoena as such as presentation titles, dates, and 6 (App’x A Doc. No. section headings.

11) Ex. 18 to 148-3 / (147- Entire document. GRANTED. Email addresses 8 Declaration of 9, 499-15) Although the relevant constitute confidential Brook Dooley in sealing order granted personal contact Support of PGA sealing only as to information for which 10 Tour’s Motion to “[p]age 2, email dated there is good cause to Compel PIF & July 10, 2022,” see seal.

11 HE’s Compliance ECF No. 373, at 3, the with Subpoena document was not refiled with (App’x A Doc. No. corresponding 12) redactions.

LIV Golf no longer 15 seeks sealing of the document, except to redact email addresses 17 for privacy.

18 9 Ex. 19 to 148-3 / (147- Entire document. Exhibit 19 is LIV Golf no longer Declaration of 10, 499-16) hereby seeks sealing.

19 Brook Dooley in LIV Golf no longer ORDERED to Support of PGA seeks sealing of the be unsealed.

Tour’s Motion to document.

21 Compel PIF & HE’s Compliance 22 with Subpoena 23 (App’x A Doc. No. 13) Ex. 34 to 148-5 / (147- Entire document. Exhibit 34 is LIV Golf does not seek 25 Declaration of 11) Although PGA Tour hereby sealing.

Brook Dooley in lodged this document ORDERED to 26 Support of PGA under seal, LIV Golf be unsealed.

Tour’s Motion to did not seek sealing.

27 Compel PIF & See ECF No. 158, at 4.

Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing with Subpoena document was not filed publicly following the 6 (Not included in relevant sealing order.

App’x A) Ex. 40 to 148-5 / (147- Entire document. DENIED for The relevant page, 8 Declaration of 12, 499-17) Although the relevant lack of which consists of two Brook Dooley in sealing order granted sufficient emails dated February Support of PGA sealing only as to tailoring. 10, 2022, contains 10 Tour’s Motion to “[p]age 2,” see ECF confidential Compel PIF & No. 373, pursuant to information about LIV 11 HE’s Compliance LIV Golf’s request, see Golf’s internal with Subpoena ECF No. 158, at 4, the decision-making document was not processes and investor (App’x A Doc. No. refiled with involvement in those 14) corresponding processes. However, 14 redactions. LIV Golf has not provided support for 15 LIV Golf seeks sealing material such continued sealing of as email fields and page 2. footers, introductory 17 and other non- confidential language 18 in the body of emails.

19 12 Ex. 45 to 148-6 / (147- Entire document. DENIED for Although much of the Declaration of 13, 499-18) lack of document contains Brook Dooley in sufficient confidential 21 Support of PGA tailoring. information regarding Tour’s Motion to LIV Golf’s player 22 Compel PIF & recruitment strategy HE’s Compliance and plans, LIV Golf 23 with Subpoena has not provided support for sealing (App’x A Doc. No. material such as email 25 15) fields and footers, introductory and other 26 non-confidential language in the body of 27 emails, and section Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing presentation slides.

6 NYT Reply Ex. A, No. 2 PIF & HE’s Motion 166 / (165-3, *5:9–10* GRANTED. Contains LIV Golf’s to Quash and 499-20) 5:11 confidential 8 Opposition to PGA 5:18 information regarding Tour’s Motion to *5:19–25* investor involvement in 9 Compel 14:28–15:1 internal decision- Compliance with making processes.

Subpoena LIV Golf no longer 11 seeks sealing of the (App’x A Doc. No. bolded ranges.

12 16) 14 Declaration of Tim 166-1 / (165- Entire document. The Taylor LIV Golf no longer Taylor in Support 2, 499-21) Declaration is seeks sealing. of PIF & HE’s LIV Golf no longer hereby 15 Motion to Quash seeks sealing of this ORDERED to and Opposition to document. be unsealed.

16 PGA Tour’s Motion to Compel 17 Compliance with Subpoena 19 (App’x A Doc. No. 17) 21 NYT Reply Ex. A, No. 3 PGA Tour’s Reply 169 / (168- *1:21* GRANTED. Contains LIV Golf’s 22 in Support of its 39, 499-23) *3:3–5* confidential Motion to Compel 3:10–13 LIV Golf information regarding PIF & HE’s 3:14–17 states that it negotiations, 24 Compliance with 3:18 no longer financials, and investor Subpoena and 3:22–25 seeks sealing involvement in its 25 Opposition to PIF 4:2–6 of 8:22–23, internal decision- & HE’s Motion to 4:6–8 see App’x A, making processes.

26 Quash 4:8–9 but the 4:11 proposed (App’x A Doc. No. 4:14 redactions Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing 4:16 23, see ECF 4:17 No. 499-23, 6 4:18–19 at 8. The 4:19–20 Court’s order 7 4:20–22 assumes the 4:24–25 highlighting 8 4:27–5:1 is erroneous, 5:8–9 and that LIV 5:9–13 Golf does not 10 5:16 seek sealing 5:18–21 of 8:22–23.

11 6:4–5 6:10–13 If LIV Golf in 12 6:14–15 fact seeks 6:16–18 sealing of 6:22–26 8:22–23, LIV 14 *8:22–23* Golf may 8:24–25 include this 15 8:25–26 document in a 8:26–28 further 8:28–9:1 administrative 17 10:17–18 motion to seal *10:21–23* as provided 18 10:24–25 for in the *10:25–27* Court’s 19 11:26 instructions at 11:27–28 the end of this 11:28–12:2 order.

21 *12:3* 12:3–4 22 12:7–9 12:11 23 12:14–16 *12:21–23* 13:07 25 13:24–25 13:26–27 26 13:27–28 13:28 27 13:28–14:1 Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing 14:3–4 *16:8–9* 6 *16:11* 16:11–16 7 *16:16–17* 18:22–24 Ex. 1 to 169-2 / (168- Entire document. DENIED for Although large Declaration of 1, 499-24) lack of portions of the 10 Sophie Hood in sufficient document contain Support of PGA tailoring. confidential 11 Tour’s Reply re information regarding Motion to Compel LIV Golf’s business and Opposition to strategies, LIV Golf Motion to Quash has not provided support for sealing 14 (App’x A Doc. No. material such as 19) presentation titles, 15 dates, and section headers.

17 17 Ex. 2 to 169-2 / (168- Entire document. DENIED for Although much of the Declaration of 2, 499-25) lack of document contains LIV 18 Sophie Hood in sufficient Golf’s confidential Support of PGA tailoring. financial information, 19 Tour’s Reply re LIV Golf has not Motion to Compel provided support for and Opposition to sealing material such 21 Motion to Quash as section headings in presentation slides.

22 (App’x A Doc. No. 20) Ex. 3 to 169-2 / (168- Entire document. DENIED for Although much of the Declaration of 3, 499-26) lack of document contains 25 Sophie Hood in sufficient confidential Support of PGA tailoring. information regarding 26 Tour’s Reply re LIV Golf’s media Motion to Compel strategy and partners, 27 and Opposition to LIV Golf has not Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing sealing material such (App’x A Doc. No. as email fields, footers, 6 21) and introductory and other non-confidential 7 language in the body of emails.

19 Ex. 4 to 169-2 / (168- Entire document. DENIED for Although much of the Declaration of 4, 499-27) lack of document contains 10 Sophie Hood in sufficient confidential Support of PGA tailoring. information regarding 11 Tour’s Reply re LIV Golf’s media Motion to Compel strategy and internal and Opposition to decision-making, LIV Motion to Quash Golf has not provided support for sealing 14 (App’x A Doc. No. material such as email 22) fields, footers, and 15 introductory and other non-confidential language in the body of 17 emails.

18 20 Ex. 5 to 169-2 / (168- Entire document. GRANTED Email addresses Declaration of 5, 499-29) as to email constitute confidential 19 Sophie Hood in LIV Golf no longer addresses personal contact Support of PGA seeks sealing of the only. information for which Tour’s Reply re document, except to there is good cause to 21 Motion to Compel redact email addresses seal. and Opposition to for privacy.

22 Motion to Quash 23 (App’x A Doc. No. 23) 21 Ex. 6 to 169-2 / (168- Entire document. DENIED for Although much of the Declaration of 6, 499-30) lack of document contains LIV 26 Sophie Hood in sufficient Golf’s confidential Support of PGA tailoring. information regarding 27 Tour’s Reply re investor involvement in Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing and Opposition to processes, LIV Golf Motion to Quash has not provided 6 support for sealing (App’x A Doc. No. material such as email 7 24) fields, footers, and introductory and other 8 non-confidential language in the body of emails.

22 Ex. 7 to 169-2 / (168- Entire document. Exhibit 7 is LIV Golf no longer 11 Declaration of 7, 499-31) hereby seeks sealing.

Sophie Hood in LIV Golf no longer ORDERED to Support of PGA seeks sealing of the be unsealed.

Tour’s Reply re document.

Motion to Compel 14 and Opposition to Motion to Quash (App’x A Doc. No. 25) Ex. 8 to 169-2 / (168- Entire document. DENIED for Although much of the 18 Declaration of 8, 499-32) lack of document contains LIV Sophie Hood in sufficient Golf’s confidential 19 Support of PGA tailoring. information regarding Tour’s Reply re investor involvement in Motion to Compel its decision-making, 21 and Opposition to LIV Golf has not Motion to Quash provided support for 22 sealing material such (App’x A Doc. No. as email fields, footers, 23 26) and introductory and other non-confidential language.

24 Ex. 9 to 169-2 / (168- Entire document. DENIED for Although the document 26 Declaration of 9, 499-33) lack of contains LIV Golf’s Sophie Hood in sufficient confidential 27 Support of PGA tailoring. information regarding Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing Motion to Compel its decision-making, and Opposition to LIV Golf has not 6 Motion to Quash provided support for sealing material such 7 (App’x A Doc. No. as email fields, footers, 27) and introductory and 8 other non-confidential language in the body of emails.

25 Ex. 10 to 169-2 / (168- Entire document. DENIED for Although much of the 11 Declaration of 10, 499-34) lack of document contains LIV Sophie Hood in sufficient Golf’s confidential Support of PGA tailoring. information regarding Tour’s Reply re investor involvement in Motion to Compel its decision-making, 14 and Opposition to LIV Golf has not Motion to Quash provided support for 15 sealing material such (App’x A Doc. No. as email fields, footers, 28) and introductory and 17 other non-confidential language in the body of 18 emails.

19 26 Ex. 11 to 169-2 / (168- Entire document. DENIED for Although much of the Declaration of 11, 499-35) lack of document contains LIV Sophie Hood in sufficient Golf’s confidential 21 Support of PGA tailoring. information regarding Tour’s Reply re investor involvement in 22 Motion to Compel its decision-making, and Opposition to LIV Golf has not 23 Motion to Quash provided support for sealing material such (App’x A Doc. No. as email fields, footers, 25 29) and introductory and other non-confidential 26 language in the body of emails.

Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing Ex. 12 to 169-2 / (168- Entire document. GRANTED Email addresses Declaration of 12, 499-37) as to email constitute confidential 6 Sophie Hood in LIV Golf no longer addresses personal contact Support of PGA seeks sealing of the only. information for which 7 Tour’s Reply re document, except to there is good cause to Motion to Compel redact email addresses seal.

8 and Opposition to for privacy.

Motion to Quash 10 (App’x A Doc. No. 30) Ex. 13 to 169-2 / (168- Entire document. DENIED for Although much of the Declaration of 13, 500-1) lack of document contains Sophie Hood in sufficient information regarding Support of PGA tailoring. LIV Golf’s confidential 14 Tour’s Reply re negotiations, LIV Golf Motion to Compel has not provided 15 and Opposition to support for sealing Motion to Quash material such as email fields, footers, and 17 (App’x A Doc. No. introductory and other 31) non-confidential 18 language in the body of emails.

29 Ex. 14 to 169-2 / (168- Entire document. GRANTED Email addresses Declaration of 14, 500-3) as to email constitute confidential 21 Sophie Hood in LIV Golf no longer addresses personal contact Support of PGA seeks sealing of the only. information for which 22 Tour’s Reply re document, except to there is good cause to Motion to Compel redact email addresses seal.

23 and Opposition to for privacy.

Motion to Quash 25 (App’x A Doc. No. 32) Ex. 15 to 169-2 / (168- Entire document. DENIED for Although this 27 Declaration of 15, 500-4) lack of document contains Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing Support of PGA tailoring. LIV Golf’s confidential Tour’s Reply re negotiations, LIV Golf 6 Motion to Compel has not provided and Opposition to support for sealing 7 Motion to Quash material such as email fields and non- 8 (App’x A Doc. No. confidential 33) introductory language.

10 31 Ex. 16 to 169-2 / (168- Entire document. DENIED for Although much of the Declaration of 16, 500-15) lack of document contains 11 Sophie Hood in sufficient information regarding Support of PGA tailoring. LIV Golf’s confidential Tour’s Reply re negotiations, LIV Golf Motion to Compel has not provided and Opposition to support for sealing 14 Motion to Quash material such as email fields, footers, and 15 (App’x A Doc. No. introductory and other 34) non-confidential language in the body of 17 emails.

18 32 Ex. 17 to 169-2 / (168- Entire document. DENIED for Although the vast Declaration of 17, 500-6) lack of majority of this 19 Sophie Hood in sufficient document contains Support of PGA tailoring. information regarding Tour’s Reply re LIV Golf’s confidential 21 Motion to Compel negotiations, LIV Golf and Opposition to has not provided 22 Motion to Quash support for sealing material such as the 23 (App’x A Doc. No. last two words of the 35) first line, first two words of the second 25 line, and section headings.

33 Ex. 18 to 169-2 / (168- Entire document. DENIED for Although much of the 27 Declaration of 18, 500-7) lack of document contains Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing Support of PGA tailoring. information regarding Tour’s Reply re LIV Golf’s 6 Motion to Compel negotiations with and Opposition to specific players, LIV 7 Motion to Quash Golf has not provided support for sealing 8 (App’x A Doc. No. material such as email 36) fields, footers, and introductory and other 10 non-confidential language in the body of 11 emails.

34 Ex. 19 to 169-2 / (168- Entire document. DENIED for Although the document Declaration of 19, 500-8) lack of contains confidential Sophie Hood in sufficient information regarding 14 Support of PGA tailoring. LIV Golf’s Tour’s Reply re negotiations with 15 Motion to Compel specific players, LIV and Opposition to Golf has not provided Motion to Quash support for sealing 17 material such as email (App’x A Doc. No. fields, footers, and 18 37) introductory and other non-confidential 19 language (such as section headings) in the body of emails.

35 Ex. 20 to 169-2 / (168- Entire document. GRANTED. Document wholly 22 Declaration of 20, 500-9) concerns confidential Sophie Hood in information regarding 23 Support of PGA LIV Golf’s player Tour’s Reply re recruitment.

Motion to Compel 25 and Opposition to Motion to Quash (App’x A Doc. No. 27 38) Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing Ex. 21 to 169-2 / (168- Entire document. GRANTED. Document wholly Declaration of 21, 500-10) concerns confidential 6 Sophie Hood in information regarding Support of PGA LIV Golf’s recruitment 7 Tour’s Reply re of a potential sponsor.

Motion to Compel 8 and Opposition to Motion to Quash 10 (App’x A Doc. No. 39) Ex. 22 to 169-2 / (168- Entire document. DENIED for Although much of the Declaration of 22, 500-11) lack of document contains Sophie Hood in sufficient confidential Support of PGA tailoring. information regarding 14 Tour’s Reply re LIV Golf’s recruitment Motion to Compel of potential sponsors, 15 and Opposition to LIV Golf has not Motion to Quash provided support for sealing material such 17 (App’x A Doc. No. as email fields, footers, 40) and introductory and 18 other non-confidential language in the body of 19 emails.

38 Ex. 23 to 169-2 / (168- Entire document. GRANTED. Document wholly 21 Declaration of 23, 500-12) concerns confidential Sophie Hood in information regarding 22 Support of PGA LIV Golf’s recruitment Tour’s Reply re of broadcasters.

23 Motion to Compel and Opposition to Motion to Quash (App’x A Doc. No. 26 41) 39 Ex. 24 to 169-2 / (168- Entire document. Exhibit 24 is LIV Golf no longer Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing Sophie Hood in LIV Golf no longer ORDERED to Support of PGA seeks sealing of the be unsealed.

6 Tour’s Reply re document.

Motion to Compel 7 and Opposition to Motion to Quash (App’x A Doc. No. 42) Ex. 25 to 169-2 / (168- Entire document. DENIED for Although much of the 11 Declaration of 25, 500-14) lack of document contains Sophie Hood in sufficient confidential Support of PGA tailoring. information regarding Tour’s Reply re LIV Golf’s detailed Motion to Compel financial data, LIV 14 and Opposition to Golf has not provided Motion to Quash support for sealing 15 material such as email (App’x A Doc. No. fields, footers, and 43) introductory and other 17 non-confidential language in the body of 18 emails.

19 41 Ex. 26 to 169-2 / (168- Entire document. DENIED for Although much of the Declaration of 26, 500-15) lack of document contains Sophie Hood in sufficient confidential 21 Support of PGA tailoring. information regarding Tour’s Reply re LIV Golf’s business 22 Motion to Compel and marketing and Opposition to strategies, LIV Golf 23 Motion to Quash has not provided support for sealing (App’x A Doc. No. material such as 25 44) presentation titles, overviews, or section 26 headings.

27 42 Ex. 27 to 169-2 / (168- Entire document. GRANTED Email addresses Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing Sophie Hood in LIV Golf no longer addresses personal contact Support of PGA seeks sealing of the only. information for which 6 Tour’s Reply re document, except to there is good cause to Motion to Compel redact email addresses seal.

7 and Opposition to for privacy.

Motion to Quash (App’x A Doc. No. 45) Ex. 28 to 169-2 / (168- Entire document. GRANTED Email addresses 11 Declaration of 28, 500-19) as to email constitute confidential Sophie Hood in LIV Golf no longer addresses personal contact Support of PGA seeks sealing of the only. information for which Tour’s Reply re document, except to there is good cause to Motion to Compel redact email addresses seal.

14 and Opposition to for privacy.

Motion to Quash (App’x A Doc. No. 46) Ex. 29 to 169-2 / (168- Entire document. GRANTED. This document, 18 Declaration of 29, 500-20) including headings, Sophie Hood in consists solely of 19 Support of PGA confidential Tour’s Reply re information regarding Motion to Compel LIV Golf’s media 21 and Opposition to strategies.

Motion to Quash (App’x A Doc. No. 23 47) Ex. 30 to 169-2 / (168- Entire document. DENIED for Although much of the 25 Declaration of 30, 500-21) lack of document contains LIV Sophie Hood in sufficient Golf’s confidential 26 Support of PGA tailoring. information investor Tour’s Reply re involvement in its 27 Motion to Compel internal decision- Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing Motion to Quash Golf has not provided support for sealing 6 (App’x A Doc. No. material such as email 48) fields, footers, and 7 introductory and other non-confidential 8 language in the body of emails.

10 46 Ex. 31 to 169-2 / (168- Entire document. DENIED for Although the document Declaration of 31, 500-22) lack of contains confidential 11 Sophie Hood in sufficient information LIV Golf’s Support of PGA tailoring. work with specific Tour’s Reply re consultants, LIV Golf Motion to Compel has not provided and Opposition to support for sealing 14 Motion to Quash material not related to the consultants at issue, 15 (App’x A Doc. No. such as email fields, 49) footers, and logistical information regarding 17 LIV Golf participants.

18 47 Ex. 32 to 169-2 / (168- Entire document. DENIED for Although the document Declaration of 32, 500-23) lack of contains confidential 19 Sophie Hood in sufficient information regarding Support of PGA tailoring. LIV Golf’s investors’ Tour’s Reply re involvement in 21 Motion to Compel decision-making, LIV and Opposition to Golf has not provided 22 Motion to Quash support for sealing material such as email 23 (App’x A Doc. No. fields, footers, and 50) introductory and other non-confidential 25 language in the body of emails.

48 Ex. 33 to 169-2 / (168- Entire document. DENIED for Although the document 27 Declaration of 33, 500-24) lack of contains confidential Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing Support of PGA tailoring. LIV Golf’s recruitment Tour’s Reply re of potential sponsors, 6 Motion to Compel LIV Golf has not and Opposition to provided support for 7 Motion to Quash sealing material such as email fields, footers, 8 (App’x A Doc. No. introductory and other 51) non-confidential language (such as 10 section headings) in the body of emails.

49 Ex. 34 to 169-2 / (168- Entire document. DENIED for Although the document Declaration of 34, 500-25) lack of contains confidential Sophie Hood in sufficient information regarding Support of PGA tailoring. LIV Golf’s recruitment 14 Tour’s Reply re of potential sponsors, Motion to Compel LIV Golf has not 15 and Opposition to provided support for Motion to Quash sealing material such as email fields, footers, 17 (App’x A Doc. No. and introductory and 52) other non-confidential 18 language in the body of emails.

50 Ex. 35 to 169-2 / (168- Entire document. DENIED for Although the document Declaration of 35, 500-26) lack of contains confidential 21 Sophie Hood in sufficient information regarding Support of PGA tailoring. LIV Golf’s recruitment 22 Tour’s Reply re of sponsors, LIV Golf Motion to Compel has not provided 23 and Opposition to support for sealing Motion to Quash material such as email fields, footers, and 25 (App’x A Doc. No. introductory and other 53) non-confidential 26 language in the body of emails.

Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing Ex. 36 to 169-2 / (168- Entire document. DENIED for Although much of the Declaration of 36, 500-27) lack of document contains 6 Sophie Hood in sufficient confidential Support of PGA tailoring. information regarding 7 Tour’s Reply re LIV Golf’s Motion to Compel negotiations with 8 and Opposition to specific players and its Motion to Quash internal decision- making, LIV Golf has 10 (App’x A Doc. No. not provided support 54) for sealing material 11 such as email fields, footers, and 12 introductory and other non-confidential language in the body of 14 emails.

15 52 Ex. 37 to 169-2 / (168- Entire document. GRANTED. This document consists Declaration of 37, 500-28) solely of LIV Golf’s Sophie Hood in confidential 17 Support of PGA information regarding Tour’s Reply re its business structure 18 Motion to Compel and oversight. and Opposition to 19 Motion to Quash (App’x A Doc. No. 21 55) 53 Ex. 44 to 169-3 / (168- Entire document. DENIED for Although the document Declaration of 38, 500-29) lack of contains confidential 23 Sophie Hood in sufficient information regarding Support of PGA tailoring. LIV Golf’s business Tour’s Reply re plans, financials, and 25 Motion to Compel recruitment efforts, and Opposition to LIV Golf has not 26 Motion to Quash provided support for sealing material such 27 (App’x A Doc. No. as presentation titles Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing NYT Reply Ex. A, No. 4 54 PIF & HE Reply in 173 / (172-2, 3:8–15 GRANTED.

Support of Motion 500-31) *3:17* to Quash 3:18 If LIV Golf 8 *4:16* intended to (App’x A Doc. No. 6:5–9 make a 9 57) 6:11–12 sealing 7:5–11 request other 10 7:27–28 than that stated in the LIV Golf no longer preceding 12 seeks sealing of the column as the bolded ranges. LIV Court’s 13 Golf also states it does assumption, not seek sealing of LIV Golf may 6:10, see App’x A, but include this that line is not document in a presently sealed, see further 16 ECF No. 173, at 6. administrative Additionally, although motion to seal 17 LIV Golf states it as provided wishes to maintain for in the under seal 3:8–15, its Court’s 19 proposed redactions instructions at only highlight 3:9–14. the end of this 20 See ECF No. 500-31, at order.

3. Multiple proposed 21 redactions include citations that are currently public. See 23 id.; see also id. at 6.

The Court here 24 assumes that LIV Golf requests to maintain 25 the status quo as to all redactions except the bolded ranges.

Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing 5 NYT Reply Ex. A, Nos. 5 & 74 Shareholders’ 209-2, 225-1 Entire document. GRANTED. Contains confidential Agreement / (208-1, information regarding 500-32) LIV Golf’s corporate (App’x A Doc. No. governance, investment 8 58) structure, internal financial reporting, and 9 internal decision- making and budgeting processes.

56 PGA Tour’s 209-3, 225 / 1:11–12 GRANTED Contains excerpts of 12 Supplemental (208-2, 500- 1:13–14 sealed Shareholders’ Memorandum in 33) 1:23–26 Agreement.

13 Support of Its 1:28–2:3 Motion to Compel 2:12–13 PIF & HE’s 2:14–16 15 Compliance with 2:18–22 Subpoena and 2:22–24 16 Opposition to 2:24 Motion to Quash 2:24–4:1 17 4:16–17 (App’x A Doc. No. 4:18–19 59) 4:25–26 19 5:7–11 20 NYT Reply Ex. A, No. 6 57 PGA Tour’s 224-1 / (223- Slides: DENIED for The sealing requests Presentation made 1, 500-34) lack of for several of the slides 22 during January 13, 7 sufficient at issue concern 2023 hearing on 8 tailoring. information addressed PGA Tour’s 9 elsewhere in this order 24 Motion to Compel 10 for which either (1) PIF & HE’s 11 LIV Golf no longer 25 Compliance with 12 requests sealing, see, Subpoena 13 e.g., slide 12 26 14 (excerpting document (App’x A Doc. No. 15 at row 22 of this order), Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo 4 Sealing 60) 16 or (2) the Court has 17 denied LIV Golf’s 6 18 request for continued 19 sealing for lack of 7 20 sufficient tailoring, see, 21 e.g., slide 14 8 22 (excerpting document 28 addressed at row 53 of 29 this order). LIV Golf 10 32 has not provided 39 support for sealing 11 such materials.

NYT Reply Ex. A, No. 8 58 PIF & HE’s 230 / (229-3) 3:1–8 GRANTED. Contains excerpts of Response to PGA 3:14–15 sealed Shareholders’ Tour’s 3:23–4:1 Agreement.

15 Supplemental 4:10–11 Memorandum in 4:13–20 16 Support of Its Motion to Compel PIF & HE’s Compliance with Subpoena and 19 Opposition to Motion to Quash (App’x A Doc. No. 61) 1 3. Sealing Order: ECF No. 405 (NYT Reply Ex. A, No. 11) Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 4 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 5 Any) Under Seal or Undo 6 Sealing 7 NYT Reply Ex. A, No. 11 PGA Tour’s 322 / (321-1, 2:26–3:1 GRANTED With respect to the Opposition to PIF 500-36) 3:10–14 as to portions portions to be 9 & HE’s Motion for 3:16–19 listed in LIV maintained under seal: De Novo Review 3:21–28 Golf’s 10 of February 9, 2023 4:4–7 Appendix A. Contains confidential Order 4:11–27 information regarding 11 5:1–10 LIV Golf is LIV Golf’s (App’x A Doc. No. 10:21–23 ORDERED to Shareholders’ 62) submit a Agreement, including 13 Although not listed in statement investor relations; LIV Golf’s Appendix regarding its investor involvement in 14 A or the Court’s prior position with decision-making; sealing order, the respect to investor rights; following portions are maintaining corporate governance 16 also currently under under seal the documents; consulting seal and are other redacted work about and 17 highlighted in LIV portions contracts with potential Golf’s current sealing identified sponsors and 18 request: here within broadcasters; 3:2; 7:13–14; 10:17– ten days of negotiations with 18; 10:26–27; and the entry of players, agents, and 20 11:3–4. See ECF No. this order. sponsors, including 500-36. The statement financial offers; 21 may be financial information submitted as about LIV’s formation.

22 part of a further administrative 24 motion to seal as provided 25 for in the Court’s 26 instructions at the end of this order.

B. Category 2: Documents Related to PGA Tour’s Counterclaim (NYT Reply Ex. 1 A, No. 9; Sealing Order: ECF No. 279) 2 The above tables concern NYT’s requests that the Court unseal materials related to a dispute over whether PGA Tour could compel discovery from PIF and HE prior to their appearance as parties in this action. See supra, at Parts III(A), III(A)(1)(a)–(c). The Court now turns to the remaining category of documents requested by NYT, namely, documents related to PGA Tour’s counterclaim. See id, at Part III(A). These materials are located on the public docket under lead ECF No. 238; they were sealed pursuant to the sealing orders located at ECF No. 279.

8 See Reply 10.

9 As determined in the Prior Order, both the common law and First Amendment analyses apply to these documents, which are more than tangentially related to the merits of the action. See Prior Order 8–9. “LIV Golf bears the burden of articulating compelling reasons for and a substantial interest in maintaining under seal PGA Tour’s motion for leave to amend its counterclaim and the related attachments.” Id. at 9 (citing Ctr. for Auto Safety, 809 F.3d at 1096– 97).

15 LIV Golf argues that the materials at issue contain confidential information about its Shareholders’ Agreement; an agreement setting out its relationship with its investors; its internal decision-making processes; specific negotiations and offers to players, agents, sponsors, and broadcasters; and the terms of certain indemnification agreements. See LIV Suppl. St. 3–4; App’x A 4–15. LIV Golf additionally submits a previously-filed fact declaration from John Loffhagen in support of sealing. See Ex. 2 to LIV Suppl. St., ECF No. 498-3.

21 As noted above, courts in this circuit have held that confidential business information, including “license agreements, financial terms, details of confidential licensing negotiations, and business strategies,” satisfies the “compelling reasons” standard. Exeltis USA Inc., 2020 WL 24 2838812, at *1; see generally supra, at Part III(A)(1) (citing cases).

25 Having reviewed LIV Golf’s arguments, the relevant Loffhagen declaration, and the documents at issue, the Court finds that LIV Golf has generally shown compelling reasons (under the common law) and a substantial interest in privacy (under the First Amendment) supporting the leave to amend its counterclaim to add PIF and HE as defendants. However, as with the discovery-related documents, the Court finds that certain of the sealing requests are not narrowly tailored; it grants in part and denies in part those requests. The Court's rulings on the counterclaim-related documents sought by NYT in its Motion to Unseal are set forth in the table below.

Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 8 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 9 Any) Under Seal or Undo Sealing 10 NYT Reply Ex. A, No. 9 PGA Tour’s 238 / (237-4, 3:26–27 GRANTED. Contains confidential Motion for Leave 499-6) 5:14–16 information regarding 12 to Amend 5:18–20 sealed Shareholders’ Counterclaim to 5:23–24 Agreement; terms of 13 Add Counter- 6:1 indemnification Defendants (App’x 6:3–12 agreements revealing A Doc. No. 5) 7:23–27 contours of potential 15 litigation; specific negotiations and offers 16 to certain players, agents, sponsors, and 17 broadcasters; recruitment of specific players.

61 Ex. A to PGA 238-2 / (237- ¶¶ 6, 25, 31–35, 44 GRANTED. Contains confidential 20 Tour’s Motion for 1, 499-3) information regarding Leave to Amend sealed Shareholders’ 21 Counterclaim The final Agreement; terms of (Proposed public indemnification Counterclaim) version of agreements revealing 23 (App’x A Doc. No. the contours of potential 2) document is litigation; specific 24 located at negotiations and offers ECF No. to certain players, 25 289. agents, sponsors, and broadcasters.

Document Public ECF Portions Currently Result re: Reasoning No. / (Sealed Under Seal and LIV LIV Golf’s 2 ECF No.) Golf’s Proposed Requests to Modifications (If Maintain 3 Any) Under Seal or Undo Sealing 62 Ex. B to PGA 238-3 / (237- ¶¶ 6, 25, 31–35, 44 GRANTED. Contains confidential Tour’s Motion for 2, 499-4) information regarding Leave to Amend sealed Shareholders’ 6 Counterclaim Agreement; terms of (Proposed indemnification 7 Counterclaim – agreements revealing Redline) (App’x A contours of potential 8 Doc. No. 3) litigation; specific negotiations and offers to certain players, 10 agents, sponsors, and broadcasters.

63 Ex. C to PGA 238-4 / (237- Entire document. DENIED for Although much of the Tour’s Motion for 3, 499-5) lack of information contains Leave to Amend sufficient confidential information Counterclaim tailoring. regarding LIV Golf’s 14 (App’x A Doc. No. recruitment of players 4) (including the identities 15 of the players, the number of offers, the 16 structure of the offers, and the terms of the offers, including specific 18 amounts), LIV Golf has not provided compelling 19 reasons to seal material such as email fields, 20 footers, and introductory and other 21 non-confidential language in the body of emails.

IV. ORDER Based on the foregoing, the Court hereby ORDERS that within ten days of the entry of this order: (1) LIV Golf shall submit to the Court a statement in accordance with the Court’s 1 instructions at row 59 of this order, regarding clarification of LIV Golf’s sealing 2 requests for Appendix A Document Number 62.

3 (2) LIV Golf may file an administrative motion to maintain under seal any document 4 for which the Court denied LIV Golf’s sealing request due to insufficient tailoring, 5 or for the documents addressed at rows 15 and 54 of this order if any clarification is 6 required, with proposed redactions in accordance with the guidance provided by 7 this order. The motion, if filed, shall comply with Section V of the Court’s 8 Standing Order re Civil Cases.

9 (3) LIV Golf shall file on the public docket, in accordance with the redactions—or lack 10 thereof—provided for by this order, all documents not included in an 11 administrative motion to maintain under seal. The documents shall be filed in a 12 manner conducive to a third-party’s understanding of the context for and contents 13 of the refiled documents, which may include, for example, filing an accompanying 14 chart or other form of reference. a 16 IT IS SO ORDERED.

17 || Dated: October 5, 2023 19 _faivisaciian TH LABSON FREEMAN 20 United States District Judge