Premier Exhibitions, Inc. (OTCMKTS:PRXIQ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
Plan Support 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) and
thereby commenced chapter 11 cases (the Chapter 11 Cases).
In connection with the commencement of these Chapter 11 Cases, on
August 24, 2016, the Office of the United States Trustee
appointed (a) an Official Committee of Unsecured Creditors and
(b) an Official Committee of Equity Security Holders (the
Equity Committee, and together with the Creditors
Committee, the Supporting Committees and each, a
Supporting Committee).
Over the last several months, the Debtors, with the assistance of
their retained professionals, have engaged in extensive
negotiations with the legal and financial advisors to the
Supporting Committees regarding the prospects of a consensual
resolution to these Chapter 11 Cases. On May 18, 2017, the
Company filed a motion with the Bankruptcy Court seeking approval
of the Plan Support Agreement entered into between the Debtors
and Supporting Committees on the same date which, among other
things, lays out a process for the marketing and sale of the
Company and/or its assets and a framework for the formulation of
a Chapter 11 plan of reorganization or liquidation for the
Company (the PSA). The motion regarding the PSA will be
set for hearing at a later date and time as the Bankruptcy Court
may determine. The PSA contemplates a complete sale transaction
(the Complete Sale Transaction) that will be implemented
through the marketing and sale of (a) the common shares in RMS
Titanic, Inc. (RMST) or the entire artifact collection
held by RMST, and (b) the operations of the Company and its
subsidiaries in accordance with, and subject to, the terms and
conditions contained in the PSA, the term sheet annexed thereto
(the Complete Sale Term Sheet), and a yet to be filed plan
of reorganization or liquidation (a Complete Sale Plan)
providing for, among other things, the distribution of the
proceeds from the sale of substantially all of the interests in
and/or assets of the Debtors and a wind down of the Debtors
estates.
to the PSA, the parties have committed to pursue their respective
obligations on an agreed upon timeline that, among other things,
sets forth deadlines for the culmination of a marketing and sale
process, the designation of one or more stalking horse bidders
committed to purchase interests in and/or assets of the Debtors,
an auction of the Debtors interests or assets, and the filing,
solicitation and confirmation of a Complete Sale Plan. In
exchange for the Debtors agreement to pursue a Complete Sale
Transaction based on the covenants and timeline set forth in the
PSA, each of the Supporting Committees has agreed to, among
others things, support a Complete Sale Plan that is consistent
with the PSA, including by not soliciting the termination of the
Debtors exclusive period to file a plan of reorganization and by
not taking any action inconsistent with the Complete Sale Term
Sheet, a Complete Sale Plan and certain related documents or that
might prevent the consummation of the Complete Sale Transaction.
Notwithstanding the parties agreement to pursue a transaction
consistent with the PSA, in addition to the various default and
termination events set forth in the PSA, the PSA contains a
fiduciary out that will permit the Debtors or Supporting
Committees, under appropriate circumstances, to terminate the PSA
without penalty and pursue an alternative plan that maximizes
value of the Debtors estates.
The Company and its affiliated Debtors believe that the
contemplated Complete Sale Plan will maximize value for all of
the Debtors creditors (including unsecured creditors) and equity
holders. The PSA will become effective only if it is approved by
the Bankruptcy Court.
The foregoing description of the PSA does not purport to be
complete and is qualified in its entirety by reference to the
PSA, a copy of which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.
DIP Financing
On May 18, 2017, the Company filed a motion with the Bankruptcy
Court seeking approval of that certain Senior Secured
Debtor-in-Possession Loan Agreement (the DIP Loan
Agreement) entered into on May 18, 2017 by each of the
Debtors and Bay Point Capital Partners LP (the DIP
Lender), to which the DIP Lender agreed to loan up to
$5,000,000 in a multi-draw term loan credit facility (the DIP
Financing) to the Debtors. The motion regarding the DIP
Financing will be set for hearing at a later date and time as the
Bankruptcy Court may determine. The Debtors intend to use the
proceeds of the DIP Financing to fund costs of operations and
professional fees associated with the Chapter 11 Cases in
accordance with budgets approved by the DIP Lender and otherwise
in accordance with the terms of the DIP Loan Agreement. The DIP
Loan Agreement, which is subject to approval by the Bankruptcy
Court, provides, among other things, that the DIP Financing will
accrue interest at the rate of 13% per annum and will mature upon
the earlier of (i) one year following approval by the Bankruptcy
Court, (ii) substantial consummation of a plan of reorganization
or liquidation in the Chapter 11 Cases, (iii) the closing of a
sale of substantially all assets of the Debtors; or (iv) the date
the DIP Lender accelerates the DIP Financing or the termination
of its commitment to lend to the terms of the DIP Loan Agreement.
The DIP Loan Agreement further provides that the DIP Financing
will be secured by senior liens on substantially all assets of
the Debtors, but excluding (i) causes of action under Chapter 5
of Title 11 of the United States Code (the Bankruptcy Code) (ii)
the Titanic Collections, as defined in the Revised Covenants and
Conditions set forth in the 2010 Opinion of the United States
District Court for the Eastern District of Virginia (the 2010
Opinion), and related supporting documentation and
intellectual property owned by RMS Titanic, Inc., and (iii) that
certain trust reserve account established by RMS Titanic, Inc. to
Article V, Section D of the Revised Covenants and Conditions set
forth in the 2010 Opinion. The DIP Loan Agreement further
provides that the DIP Financing will be given superpriority
administrative claim status to the Bankruptcy Code. The DIP
Lenders senior liens and superpriority claims, however, will be
subject to certain fees and costs associated with the Debtors
Chapter 11 Cases (the Carve-Out). Specifically, the
Carve-Out includes all fees required to be paid to the clerk of
the Bankruptcy Court and to the United States Trustee; certain
fees and disbursements incurred by a chapter 7 trustee (if any)
subject to a cap; and accrued but unpaid fees and expenses of
professionals retained by the Debtors or the Supporting
Committees, subject to a cap for fees and expenses incurred after
an event of default.
The foregoing description of the DIP Loan Agreement does not
purport to be complete and is qualified in its entirety by
reference to the DIP Loan Agreement, a copy of which is filed as
Exhibit 10.2 hereto and incorporated herein by reference.
Settlement With Image Quest Worldwide, Inc. and James
Beckmann
The Company has entered into a Settlement Agreement and Mutual
Release dated May 11, 2017 (the Settlement Agreement),
with Image Quest Worldwide, Inc. (Image Quest) and James
Beckmann (Beckmann and together with Image Quest, the
Claimants). In July of 2010, Image Quest subleased certain
exhibition space from Premier located in the Luxor Hotel and
Casino in Las Vegas, Nevada. Beckmann signed a guaranty of the
sublease in favor of Premier. In December 2014, Premier sued
Image Quest and Beckmann in the Eighth Judicial District Court,
Clark County, Nevada for failure to pay rent to Premier under the
terms of a sublease and guaranty (the Nevada Action). In
response, Image Quest and Beckmann filed counterclaims alleging a
number of claims against Premier related to the sublease. After
the Debtors filed their Chapter 11 Cases, the Claimants filed
proofs of claims in the Chapter 11 Cases asserting general
unsecured claims in the amounts of $9,072,111.00 and $4,305,419
(the Claims) based on the counterclaims asserted by
Claimants in the Nevada Action.
The Settlement Agreement, which is subject to approval by the
Bankruptcy Court, provides for the mutual release of all claims
between Premier and the Claimants, the dismissal of the Nevada
Action with prejudice, and the withdrawal of the Claims with
prejudice. The Settlement Agreement, therefore, provides for the
elimination of approximately $13,377,530 of filed claims against
the Company in exchange for a release of claims of the Company
against the Claimants for unpaid rent.
The Company and its affiliated Debtors believe that the
Settlement Agreement is in the best interests of the Debtors and
their estates, eliminating nearly half of the outstanding claims
filed against the Debtors in their Chapter 11 Cases. The Debtors
filed with the Bankruptcy Court a motion seeking approval of the
Settlement Agreement on May 18, 2017. Parties in interest will
have 21 days from the service of the motion to object. If no
objection is filed, the Bankruptcy Court may approve the order
without the need for a hearing.
The foregoing description of the Settlement Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Settlement Agreement, a copy of which is filed
as Exhibit 10.3 hereto and incorporated herein by reference.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item1.01 of this Current Report on
Form 8-K regarding the DIP Financing is incorporated herein by
reference into this Item2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Plan Support Agreement | |
| 10.2 | Senior Secured Debtor-in-Possession Loan Agreement | |
| 10.3 |
Settlement Agreement with Image Quest Worldwide, Inc. and James Beckmann |
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. Premier Exhibitions, Inc. (OTCMKTS:PRXIQ) Recent Trading Information
Premier Exhibitions, Inc. (OTCMKTS:PRXIQ) closed its last trading session up +0.45 at 4.40 with shares trading hands.