RMS Titanic, Inc., et al.

RMS Titanic, Inc., et al.

Case Number: 16-02230

Middle District of Florida (Jacksonville Division)
Equity Announcements

THE EQUITY COMMITTEE DISBANDS

At the request of the Equity Committee, the United States Trustee has disbanded the Equity Committee effective February 6, 2019.  The Equity Committee had represented the interests of equity holders in the Premier Exhibitions Chapter 11 case since its appointment in August 2016.  Among other things, the Equity Committee proposed a plan of reorganization that sought to pay all claims in full and provide a distribution to equity holders.  Unfortunately, the Bankruptcy Court ruled against the Committee in September 2018, holding that the Equity Committee plan could not be confirmed over the objection of general unsecured creditors, who instead supported a sale of the company to Premier Acquisition Holdings LLC (“Premier Acquisition”), a purchasing group that included interest holders that the Committee argued were insiders. 

On or about October 19, 2018, the Bankruptcy Court entered an order approving the sale (the “Sale”) of substantially all the estate’s assets to Premier Exhibitions on the terms and conditions set forth in the Asset Purchase Agreement, for a purchase price of $19.5 million, subject to adjustments (the “Purchase Price”).  [DN 1232].  On or about December 21, 2018, the United States District Court for the Eastern District of Virginia (the “District Court”), sitting as the Admiralty Court, also approved the sale. [USDC VA Docket 540]    

The Debtors have stated their intention to file a Chapter 11 Plan of Liquidation under which a Trustee will be appointed to distribute estate cash to creditors under the priorities set forth in the Bankruptcy Code.  The Purchase Price paid by Premier Acquisitions is not sufficient to pay all creditors’ claims in full.  Accordingly, there will be no distribution to equity holders from those sale proceeds. 

The remaining estate assets that were not sold to Premier Acquisitions include certain claims that are the subject of an adversary proceeding commenced by the Equity Committee, entitled Official Committee of Equity Security Holders v. Mark A. Sellers, et al. (AP. No. 3:18-ap-00064-PMG) (the “Adversary Proceeding”).  The Court authorized the Equity Committee to prosecute the Adversary Proceeding by order entered May 25, 2018, granting the Equity Committee, among other things, derivative standing and the authority to prosecute the Adversary Proceeding (the “Standing Order”).  [DN 1036] Once the sale to Premier Acquisitions was approved, the Equity Committee sought and obtained an Order Appointing A Responsible Person as Substitute Plaintiff In The Adversary Proceeding Against Certain of the Debtors’ Current and Former Directors and Officers [Adversary Docket 25].  Under that order, Mark Healy, of Michael Moecker & Associates, Inc., will be appointed Responsible Person under Bankruptcy Code section 1107(a) to substitute as plaintiff in the Adversary Proceeding with all the authority granted the Equity Committee under the Standing Order to prosecute that action. 

With the appointment of Mr. Healy, the Equity Committee’s role in this Chapter 11 case ended.  Accordingly, the Equity Committee requested that the Office of the United States Trustee disband the Committee. On February 6, 2019, the US Trustee did so by filing a notice to that effect. [DN 1311]


US DISTRICT COURT APPROVES SALE OF RMST STOCK TO PURCHASER OF DEBTORS' ASSETS

On December 21, 2018, the United States District Court for the Easter District of Virginia approved the sale by the Debtors of the stock in RMS Titanic, Inc. to Premier Acquisition Holdings, LLC (" PAHL"), the entity which was the successful bidder in the Bankruptcy Court for the assets of Premier Exhibitions, inc. As set forth in the SEC Form 8-K filed by the Debtors, the closing of the sale of PAHL remains subject to the satisfaction or waiver of a number of closing conditions, which the Debtors state they are working to satisfy in order to consummate the transaction.

The District Court's order approving the sale of RMS Titanic stock may be viewed HERE.

The Form 8-K filed by Premier Exhibitions Inc. may be viewed at this link https://www.sec.gov/Archives/edgar/data/796764/000117184318008577/f8k_122718.htm

 

BANKRUPTCY COURT APPROVES SALE OF THE ASSETS OF PREMIER EXHIBITIONS INC

On October 18, 2018, the Bankruptcy Court presiding over the bankruptcy case of Premier Exhibitions, Inc. approved the sale of substantially all of the assets of the company to a consortium of hedge funds, including Apollo Global Management, LLC, Alta Fundamental Advisors, LLC, and PacBridge Capital Partners (HK) Ltd. The purchase price was $19.5 million. The order approving the sale may be viewed HERE.  

In approving the sale, the Bankruptcy Court overruled the objections to the sale and the reservation of rightsfiled by the Equity Committee. The order approving the sale will preserve the claims against current and former officers and directors of Premier in the adversary proceeding commenced by the Equity Committee, Equity Committee v Sellers et al.  At the sale hearing the Debtors stated that they intend to file a liquidating Chapter 11 Plan that will provide for the appointment of a Liquidating Trustee.  The Debtors also stated that they would assign the adversary proceeding, Equity Committee v Sellers et al., to the Liquidating Trustee who would prosecute that litigation.

 

PREMIER CANCELS TITANIC AUCTION

IN THE ABSENCE OF A COMPETING OFFER, PREMIER TO SELL COMPANY

 AND THE TITANIC ARTIFACTS FOR $19.5 MILLION

On September 19, 2018, Premier filed a Notice of Auction and Sale Hearing  that Premier would seek approval from the Bankruptcy Court to sell the Company and substantially all of its assets to the Stalking Horse Purchaser, an acquisition vehicle formed by affiliates of or funds managed PacBridge Capital Partners (HK) Ltd.1 , Apollo Global Management, LLC, and Alta Fundamental Advisors LLC, for $19.5 million unless a higher and better offer were received by the bid deadline of October 5, 2018. 

On October 8, 2018, Premier filed a Notice of Cancellation of Auction and Intent To Seek Approval of The Sale of The Transferred Assets To The Stalking Horse PurchaserDocket 1226, advising that, other than the bid submitted by the Stalking Horse Purchaser, the Debtors did not receive any other bids prior to the Bid Deadline.   

While the Equity Committee remains hopeful that a new offer may yet be received that is in line with the true value of these assets, in the absence of a new offer Premier will seek approval of the sale to the Stalking Horse Purchaser at a hearing in the Jacksonville Bankruptcy Court on October 18, 2018. The Equity Committee has filed oppositions to the sale. See Dockets 1170 and 1225.

All interested parties should immediately contact the Equity Committee’s Financial Advisors Brent Williams, BWilliams@lincolninternational.com,   (212) 257-7750, or Brendan Murphy, bmurphy@lincolninternational.com, (212) 257-7751.

Mr. Giovanni Wong is a principal of PacBridge and is agent for the secured lenders who are also shareholders in Premier and in the Stalking Horse Purchaser:  Haiping Zou, Lange Feng, and Jihe Zhang, (Mr. Zou holds his shares in Premier through High Nature Holdings, Ltd., a company organized in the British Virgin Islands)

 

Entire Titanic Artifact Collection To Be Sold At Auction, Opening bid $21.5M

Possibly the only opportunity for individuals and institutions to bid on the iconic collection

Premier Exhibitions, Salvor-in-Possession of the Titanic wreck site, and currently in bankruptcy protection, has been authorized by the bankruptcy court to auction off all of its assets to a single buyer. Its primary asset is RMS Titanic, Inc., which owns a large collection of over 5,000 items salvaged from the Titanic’s resting place on the ocean floor, in addition to an extensive collection of Titanic related intellectual property and exclusive salvage rights. There have been 8 dives from 1987 to 2010 where over 1,570 hours of video footage, including 260+ hours of 3D footage, and over 500,000 digital images have been recorded. Museum quality items in the collection include the iconic cherub from the Titanic’s grand staircase and a unique and precious blue sapphire ring, among countless other priceless artifacts never previously available for sale.

https://www.cbsnews.com/pictures/titanics-jewels-on-display/6/

http://www.premierexhibitions.com/exhibitions/3/3/titanic-artifact-exhibition/blog/bronze-cherub-titanics-grand-staircase

Currently, a consortium of hedge funds, including Apollo Global Management, LLC, Alta Fundamental Advisors, LLC, and PacBridge Capital Partners (HK) Ltd. have submitted an offer to buy the company’s assets for $19.5M, being treated as a bid floor. Unless a competing buyer steps forward, the company’s assets, including the entire Titanic collection, will be sold to this group for its $19.5M bid.  As per the bidding procedures, a new buyer needs to submit, by October 5, 2018 at 4:00 p.m., a qualifying preliminary bid of at least $21.5M to enter the auction.   

The auction itself will be held on October 11, 2018 at 10:00 a.m. The Bid Procedures Order (Doc. 1201) may be found at this link HERE.

Please refer to the Bid Procedures Order, and not the summary contained herein, for specifics about the bid procedures and the auction. 
This may be the only time in history that this unique collection, with an appraised value of over $200M, will be made available to public buyers.  The appraisal is attached as Exhibit C to an earlier sale motion (Doc. 28) which may be found at this link HERE

While the new owner of the collection will be subject to certain Covenants and Conditions, the new owners will have the right to use the artifacts and to exhibit them publicly. Though ideally it will remain a unified collection, it may be possible to sell certain parts of the collection in a future sale.  And while parts of the collection have maintenance conditions attached, numerous institutions are eager work with the buyer to help them meet those requirements. In addition, operating partners have expressed interest in working with a buyer to assume oversight of Premier’s existing exhibition business

Please refer to the Bid Procedures Order for details about the sale process.  Listed below are some of the important bidding procedure requirements for potential bidders:

Dates:  Deadline to submit a Qualified Bid is October 5th at 4 p.m.  

The Auction will be October 11th at the Troutman Sanders law firm in Atlanta, GA starting at 10 a.m.  

The Sale Hearing to confirm the winning bidder will be October 18th at 10 a.m. before Judge Glenn in Jacksonville, FL. 

Financial requirements:  Minimum bid of $21,500,000 and a 10% deposit is required with the bid by October 5th at 4 p.m. 

Other requirements: Bid increments at Auction will be $500,000.  A form of asset purchase agreement is attached to the Sale Motion (Doc. 1055) and bidders must provide a substantially similar, same or better form with any bid. The Sale Motion (Doc. 1055) may be found at this link HERE

Interested bidders, both private and institutional, are encouraged to review the Bid Procedures Order (Doc. 1201) and to reach out to Brent C. Williams of Lincoln Partners Advisors LLC, financial advisor to the Equity Committee, for information about this notice. He can be reached at (212) 257-7750 or BWilliams@lincolninternational.com.  

Potential bidders must contact the Debtors’ financial advisors directly at the contact information provided in the Bid Procedures Order.  

For further information contact:
Brent C. Williams 
Lincoln Partners Advisors LLC, financial advisor to the Official Equity Committee of Premier Exhibitions
Tel: (212) 257-7750
Email:   BWilliams@lincolninternational.com

COURT DENIES APPROVAL OF EQUITY COMMITTEE PLAN

DEBTORS TO SELL THE COMPANY AND ITS ASSETS IMMINENTLY VIA EARLY OCTOBER AUCTION

On August 30, 2018, the Bankruptcy Court held a hearing to consider approval of the Disclosure Statement submitted by the Equity Committee in support of its Chapter 11 Plan and also to consider the motion by the Debtors to approve bidding procedures for the sale of the company and its assets outside of a Chapter 11 Plan.  A transcript of the hearing may be accessed HERE. On the day of the hearing the Debtors announced in court that the Purchasers had reached agreement with the largest unsecured creditor to support the Debtors’ sale motion and oppose the Equity Plan.  On September 11, 2018, the Court ruled that the Debtors’ sale could proceed but denied approval of the Equity Committee’s Disclosure Statement
 

The Debtors now will proceed to sell the company and its assets pursuant to the Bid Procedures Order.
 

EQUITY COMMITTEE COMMENCES LAWSUIT AGAINST

CURRENT AND FORMER OFFICERS AND DIRECTORS OF PREMIER EXHIBITIONS, INC.

On June 5, 2018, the Equity Committee filed suit in the Bankruptcy Court asserting causes of action against certain current and former officers and directors of Premier Exhibitions, Inc.  The case is Official Committee of Equity Security Holders v. Mark A. Sellers, et al., Case no. 3:18-ap-00064-PMG.  The Equity Committee complaint alleges breach of fiduciary duty, gross negligence, and equitable subordination.    

A copy of the Complaint may be viewed HERE

EQUITY COMMITTEE FILES CHAPTER 11 PLAN AND DISCLOSURE STATEMENT

June 1, 2018 -- On June 1, 2018, the Equity Committee filed Its Chapter 11 Plan of Reorganization Proposed by The Official Committee of Equity Security Holders of Premier Exhibitions, Inc., Docket 1045, and its Disclosure Statement To Accompany Chapter 11 Plan Of Reorganization Proposed By The Official Committee of Equity Security Holders Of Premier Exhibitions, Inc., Docket 1044.  

A copy of the Equity Committee Plan as filed with the Bankruptcy Court may be accessed HERE and a copy of the Disclosure Statement may be accessed HERE.  

EQUITY COMMITTEE GRANTED DERIVATIVE STANDING TO PURSUE D&O CLAIM

May 25, 2018 -- The Bankruptcy Court entered an order on May 25, 2018, granting the Equity Committee standing to pursue causes of action against current and former officers and directors of Premier Exhibitions, Inc.  The Equity Committee sought derivative standing to pursue these claims after more than a year of investigation and discovery with respect to prepetition conduct that contributed to the Debtors’ current financial condition.  The claims to be pursued include breach of fiduciary duty, gross negligence, and equitable subordination.  The Bankruptcy Court also approved the Equity Committee’s application to retain Agentis, of Miami, FL, as special litigation counsel to conduct the litigation.  Additional information will be made available once the complaint has been filed with the Bankruptcy Court.

A copy of the Derivative Standing Order may be viewed HERE.

COURT APPROVES SETTLEMENT OF LARGEST GENERAL UNSECURED CLAIM

March 14, 2018 -- Premier has favorably settled the largest outstanding general unsecured claim against the estate. The creditor, 417 Fifth Ave Real Estate LLC, the landlord of Premier's former New York exhibition site, (the "Landlord"), had filed proofs of claim asserting claims totaling nearly $12.6 million for unpaid rent and construction loads. Under the settlement, the Landlord will be granted an allowed general unsecured claim only in the amount of $5.5 million and the remaining claims will be disallowed.

The Landlord's claim was settled after a day-long mediation in Tampa, Florida. The Equity Committee's counsel attended and participated in the mediation.

A copy of the motion for approval of the settlement was filed on February 12, 2018, and was approved by the Bankruptcy Court on March 14, 2018. Click HERE to review a copy of the settlement motion and HERE for a copy of the order approving that motion.

MEDIATOR REPORT FILED

March 5, 2018 -- Premier Exhibitions, Inc. (OTCQB:PRXIQ) today filed the Mediator's Report on the plan mediation held on February 26 and 27th in Atlanta, Georgia. See Docket No. 970. As noted in the Mediator's Report, the mediator met with representatives of the Debtors, the Equity Committee, Creditors Committee, and Prepetition Secured Creditors/Equity Holders, separately, on February 25, 2018, to discuss the logistics and conduct of the mediation. In addition to these parties, the United States Department of Commerce (National Oceanic and Atmospheric Administration), the DIP lender, and the Prepetition Secured Creditors/Equity Holders, and a representative of the Ad Hoc Equity Group met in a series of negotiations on February 26 and 27. No final resolution was reached but the parties continue their discussions. At the parties' request, the mediator is available to assist in continuing dialogue to reach closure on the remaining open issues. The mediator will maintain the confidentiality of the nature and extent of settlement until the finalization of agreements between some or all of the parties, particularly in light of the fact that equity securities of Premier Exhibition, Inc. are publicly traded.

The Debtors' exclusive right to file a plan, under Bankruptcy Code §1121, expired on February 14, 2018 without the Debtors having confirmed a plan. The Equity Committee will continue its discussions with the various interested parties.

A copy of the Mediator's Report is available here.

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