Premier Exhibitions, Inc. (OTCMKTS:PRXIQ) Files An 8-K Regulation FD DisclosureItem 7.01.
As previously announced, on June 14, 2016, Premier Exhibitions, Inc. (the “Company”) and each of its U.S. subsidiaries 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”).
On October 19, 2018, the Bankruptcy Court entered an order (the “Order”): (i) approving the previously announced Asset Purchase Agreement (the “Asset Purchase Agreement”), dated June 14, 2018, as amended on September 14, 2018, among the Company and certain of its subsidiaries (collectively, “Sellers”), and Premier Acquisition Holdings LLC (“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; (ii) authorizing the sale of the transferred assets free and clear of all liens, claims, encumbrances and interests; (iii) authorizing the assumption and assignment of certain executory contracts and leases in connection therewith; (iv) approving the settlement with the Pacbridge Parties; and (v) granting related relief. The closing of the transactions contemplated by the Asset Purchase Agreement remains subject to the satisfaction or waiver of a number of closing conditions.
The foregoing description of the Order does not purport to be complete and is qualified in its entirety by reference to the Order, a copy of which is filed hereto as Exhibit 99.1
Monthly Operating Reports
On October 22, 2018, the Company, and its U.S. subsidiaries, filed monthly operating reports for the period of September 1, 2018 through September 30, 2018 (the “Monthly Operating Reports”) with the Bankruptcy Court. Excerpts of the Monthly Operating Reports, excluding exhibits, are attached to this Current Report on Form 8-K as Exhibits 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, 99.8 and 99.9 and 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.
Cautionary Statements Regarding the Monthly Operating Reports
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Reports are limited in scope, covers a limited time period, and have been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent accountants, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment and reconciliation. The financial information in the Monthly Operating Reports were not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, non-cash items, accruals, valuations and disclosures. The Monthly Operating Reports also contain information for periods which are different from the historical periods required in the Company’s reports to Exchange Act, and such information might not be indicative of the Company's financial condition or operating results for a period that would be reflected in the Company's financial statements or its reports to the Exchange Act. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Reports are complete. Results and information set forth in the Monthly Operating Reports should not be viewed as indicative of future results.
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 1233 – 1240. 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.|
PREMIER EXHIBITIONS, INC. ExhibitEX-99.1 2 exh_991.htm EXHIBIT 99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF FLORIDA JACKSONVILLE DIVISION In re: RMS TITANIC,…To view the full exhibit click
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.