Premier Exhibitions, Inc. (OTCMKTS:PRXIQ) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
As previously announced, on June 14, 2016, Premier Exhibitions, Inc. (the “Company”) and each of its U.S. subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”).
Asset Purchase Agreement
On June 14, 2018, the Company and certain of its subsidiaries, Arts and Exhibitions International, LLC, a Florida limited liability company, Premier Exhibition Management LLC, a Florida limited liability company, Premier Exhibitions NYC, Inc., a Nevada corporation, Premier Merchandising, LLC, a Delaware limited liability company, Premier Exhibitions International, LLC, a Delaware limited liability company, Dinosaurs Unearthed Corp., a Delaware corporation, DinoKing Tech Inc. d/b/a Dinosaurs Unearthed, a company formed under the laws of British Columbia, and RMS Titanic, Inc., a Florida corporation, solely for certain purposes (collectively, the “Sellers”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Premier Acquisition Holdings LLC, a Delaware limited liability company (“Buyer”), to which the Buyer agreed to acquire substantially all of the assets and assume certain liabilities of the Sellers to Sections 363 and 365 of the Bankruptcy Code for an aggregate purchase price of $17.5 million in cash plus Assumed Liabilities (as defined in the Asset Purchase Agreement), subject to adjustments for current assets at closing.
The Buyer is an acquisition vehicle formed by: affiliates of or funds managed by Apollo Global Management, LLC and Alta Fundamental Advisers LLC, current stockholders in the Company; an affiliate of PacBridge Capital Partners (HK) Ltd.; Lange Feng and Jihe Zhang, each stockholders in and secured lenders to the Company; and Haiping Zou, a secured lender to the Company and an affiliate of a stockholder in the Company.
The Asset Purchase Agreement provides that the Buyer will deposit $1.75 million into escrow within three business days after the execution of the Asset Purchase Agreement. The deposit will be applied to the purchase price at closing or retained by the Sellers in the event the Asset Purchase Agreement is terminated due to certain breaches of the Asset Purchase Agreement by Buyer or returned to Buyer if the Asset Purchase Agreement is terminated for other reasons.
The Sellers and the Buyer have made customary representations, warranties and covenants in the Asset Purchase Agreement. The closing of the transactions contemplated by the Asset Purchase Agreement is subject to the satisfaction or waiver of a number of closing conditions and the entry of a sale order by the Bankruptcy Court approving the sale as provided in the Asset Purchase Agreement.
The Asset Purchase Agreement is intended to constitute a “stalking horse” bid that is subject to higher and better bids by third parties in accordance with bidding procedures to be approved by the Bankruptcy Court. The Asset Purchase Agreement requires the Debtors to obtain Bankruptcy Court approval of the bidding procedures by July 20, 2018 and the Sale Order on or before August 15, 2018.
The description of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item 7.01 Regulation FD Disclosure.
On June 15, 2018, the Debtors filed a motion (the “Motion”) with the Bankruptcy Court seeking, among other things, approval for the Asset Purchase Agreement, competitive bidding and sale procedures, the form and manner of notices of the sale, and bidding protections for the Buyer (including a break-up fee and expense reimbursement). The Motion also requests the scheduling of an auction and hearing to consider final approval of the sale, including the assumption and assignment of related executory contracts and unexpired leases, and approval of the sale of the transferred assets free and clear of all liens, claims, encumbrances, and interests and a settlement with the PacBridge parties, along with related relief.
A copy of the Motion is being furnished as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Exchange Act Reports
The Company has suspended the filing of its regular periodic reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission (the “SEC”). The Company, however, intends to furnish copies of the Monthly Operating Reports that are required to be submitted to the Bankruptcy Court under cover of Current Reports on Form 8-K and to continue to file Forms 8-K disclosing material developments concerning the Company.
Additional Information Regarding the Chapter 11 Filing
Information about the Chapter 11 process, as well as court filings (including the full text of the Monthly Operating Reports, with exhibits) and other documents related to the reorganization proceedings, is available through the Official Equity Committee Website for Shareholders of Premier Exhibitions, Inc. at http://www.jndla.com/cases/premiercommittee, docket numbers 1025-1027 and 1030 – 1034. Information contained on, or that can be accessed through, such website or the Bankruptcy Court’s website is not part of this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 2.1* | Asset Purchase Agreement, dated June 14, 2018, by and among, Premier Exhibitions, Inc., Arts and Exhibitions International, LLC, Premier Exhibition Management LLC, Premier Exhibitions NYC, Inc., Premier Merchandising, LLC, Premier Exhibitions International, LLC, Dinosaurs Unearthed Corp., DinoKing Tech Inc. d/b/a Dinosaurs Unearthed, RMS Titanic, Inc. and Premier Acquisition Holdings LLC. |
| 99.1 | Motion filed with the Bankruptcy Court on June 15, 2018 |
* Exhibits and Schedules have been omitted to Item 601(b)(2) of Regulation S-K. A list of these Exhibits and Schedules is included after the pages to the Asset Purchase Agreement. The Company agrees to furnish a supplemental copy of any such omitted Exhibit or Schedule to the SEC upon request.
PREMIER EXHIBITIONS, INC. ExhibitEX-2.1 2 exh_21.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT by and between PREMIER EXHIBITIONS,…To view the full exhibit click here
About Premier Exhibitions, Inc. (OTCMKTS:PRXIQ)
Premier Exhibitions, Inc. is a provider of museum-quality exhibitions. The Company is engaged in developing and displaying exhibitions for education and entertainment. The Company presents touring exhibitions around the world. The Company’s exhibitions present opportunities to experience compelling stories using authentic objects and artifacts in diverse environments. Its exhibitions are presented in museums, exhibition centers and other entertainment venues. Its exhibitions are presented in areas, including Philadelphia, Winnipeg, Gallipolis, Calgary, Las Vegas and Atlanta. The Company’s services include content development, exhibit design, brand development, space planning and detailed fabrication drawings. It also offers services, such as merchandising; e-commerce, and conceptual exhibition design, including branding, space planning and exhibition design.