Premier Exhibitions, Inc. (OTCMKTS:PRXIQ) Files An 8-K Regulation FD Disclosure
Item 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”).
Admiralty Court Order
As previously announced, the Company and certain of its subsidiaries (collectively, “Sellers”), and Premier Acquisition Holdings LLC (“Buyer”), entered into that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated June 14, 2018, as amended on September 14, 2018, 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.
The closing of the transactions contemplated by the Asset Purchase Agreement is subject to the satisfaction or waiver of a number of closing conditions, including among others, receipt of an order from the United States District Court for the Eastern District of Virginia, in Case No. 2:93-cv-902 (the “Admiralty Court”) approving the transactions contemplated by the Asset Purchase Agreement (the “Admiralty Court Order”).
On December 21, 2018, the Admiralty Court entered the Admiralty Court Order approving the transactions contemplated by the Asset Purchase Agreement. The closing of the transactions contemplated by the Asset Purchase Agreement remains subject to the satisfaction or waiver of a number of closing conditions, which the Company is working to satisfy so that the sale transaction can be consummated expeditiously.
The foregoing description of the Admiralty Court Order does not purport to be complete and is qualified in its entirety by reference to the Admiralty Court Order, a copy of which is filed hereto as Exhibit 99.1.
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 1280-1287. 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 |
| 99.1 | Admiralty Court Order issued December 21, 2018 |
PREMIER EXHIBITIONS, INC. Exhibit
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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.