WEBVTT 00:00:21.370 --> 00:00:25.609 of certain assets located in Florida. In particular, 00:00:25.789 --> 00:00:28.149 the debtors are seeking approval of the sale 00:00:28.149 --> 00:00:30.870 of real property located in Panama City Beach 00:00:30.870 --> 00:00:33.530 and St. Augustine, Florida, which is where the 00:00:33.530 --> 00:00:36.469 debtors' golf world and marine land facilities 00:00:36.469 --> 00:00:40.369 are located. In addition, the debtors are seeking 00:00:40.369 --> 00:00:43.310 approval of the transfer of three dolphins from 00:00:43.310 --> 00:00:46.350 the marine land facility to Theater of the Sea, 00:00:46.850 --> 00:00:49.350 which is an educational marine park also located 00:00:49.350 --> 00:00:54.539 in Florida. I think we should start with a discussion 00:00:54.539 --> 00:00:58.619 about presentation. Last week, after all objection 00:00:58.619 --> 00:01:01.060 deadlines had passed and the debtors had resolved 00:01:01.060 --> 00:01:04.799 all their then pending objections, we asked permission 00:01:04.799 --> 00:01:07.019 for this hearing to be afforded by Zoom to reduce 00:01:07.019 --> 00:01:09.980 the logistics and costs of having parties, including 00:01:09.980 --> 00:01:12.620 five witnesses from various out -of -state locations, 00:01:12.959 --> 00:01:17.719 attend in person. After we filed the agenda for 00:01:17.719 --> 00:01:20.290 the hearing, We received seven letters, which 00:01:20.290 --> 00:01:21.950 were docketed on Friday afternoon, which I'm 00:01:21.950 --> 00:01:24.030 sure that Your Honor has seen, and another that 00:01:24.030 --> 00:01:27.209 was docketed this morning. There was insufficient 00:01:27.209 --> 00:01:29.950 time to have all parties make travel plans with 00:01:29.950 --> 00:01:33.530 less than a full business days notice. We are 00:01:33.530 --> 00:01:36.870 prepared today to go forward via Zoom. The letters 00:01:36.870 --> 00:01:39.629 that were filed relate only to the marine land 00:01:39.629 --> 00:01:42.230 sale, leaving the golf world and the theater 00:01:42.230 --> 00:01:45.890 of the sea sales uncontested. I think they relate 00:01:45.890 --> 00:01:49.810 to the theater. of the seized sale as well, but 00:01:49.810 --> 00:01:53.730 okay. As it relates to marine land, we submit 00:01:53.730 --> 00:01:55.909 that while the objecting parties may wish to 00:01:55.909 --> 00:01:59.150 have their views known to the court, such parties 00:01:59.150 --> 00:02:02.769 do not have standing to object to the sale. None 00:02:02.769 --> 00:02:19.039 of them are creditors. factual issues that are 00:02:19.039 --> 00:02:21.939 in dispute today. I don't think that anything 00:02:21.939 --> 00:02:24.439 that was said in the letters we disagree with, 00:02:24.659 --> 00:02:27.580 we have a sale in hand. There are developers 00:02:27.580 --> 00:02:33.060 that are the buyers for these locations. And 00:02:33.060 --> 00:02:35.879 we are anticipating transferring dolphins. So 00:02:35.879 --> 00:02:38.860 I don't think there's any contested factual issue. 00:02:39.560 --> 00:02:42.039 I think the issues are surrounding the auction 00:02:42.039 --> 00:02:46.139 and who was permitted to... be at the auction 00:02:46.139 --> 00:02:48.340 and how the auction took place and how it went 00:02:48.340 --> 00:02:51.039 forward. I think there are issues. Your Honor, 00:02:51.060 --> 00:02:53.240 to that point, I don't think there's a contested 00:02:53.240 --> 00:02:55.939 factual issue with respect to the auction and 00:02:55.939 --> 00:02:58.759 the proceedings at the auction. There was no 00:02:58.759 --> 00:03:01.939 bid that was submitted by these parties. We have 00:03:01.939 --> 00:03:04.039 no APA. I don't think you will hear anything 00:03:04.039 --> 00:03:06.180 different from the parties that have submitted 00:03:06.180 --> 00:03:10.379 the objection. And the bid procedures expressly 00:03:10.379 --> 00:03:12.460 state, without discretion of the debtors, that 00:03:12.460 --> 00:03:15.150 those are not qualified bids. So I think that's 00:03:15.150 --> 00:03:18.069 a matter of interpreting the bid procedures order. 00:03:18.229 --> 00:03:20.969 The debtor has no discretion with respect to 00:03:20.969 --> 00:03:24.229 how an auction proceeds. That's not the usual 00:03:24.229 --> 00:03:26.509 order. I'll look at this one. Certainly I think 00:03:26.509 --> 00:03:28.990 that under the terms of this we could have allowed 00:03:28.990 --> 00:03:31.629 the bid if we had thought that it was qualified 00:03:31.629 --> 00:03:34.250 or that it needed some tweaking in order to become 00:03:34.250 --> 00:03:36.090 qualified or if we thought it was in the best 00:03:36.090 --> 00:03:38.129 interest of the proceeding to allow the bid to 00:03:38.129 --> 00:03:42.500 go forward. Under the express terms of of the 00:03:42.500 --> 00:03:45.080 bid procedures, and I can reference the specifics 00:03:45.080 --> 00:03:50.639 if you'd like, where the bid does not satisfy 00:03:50.639 --> 00:03:53.360 the conditions for a qualified bid. It is not 00:03:53.360 --> 00:03:56.400 a qualified bid, and those bidders are not permitted 00:03:56.400 --> 00:04:00.599 to attend the auction. It's on page 11 of the 00:04:00.599 --> 00:04:14.009 bidding procedures. parties who have indicated 00:04:14.009 --> 00:04:17.629 that they were prepared to work with the debtors. 00:04:17.790 --> 00:04:20.810 I want to understand about the timeline for this 00:04:20.810 --> 00:04:25.569 sale. I want to understand about what considerations 00:04:25.569 --> 00:04:29.490 the debtors put into determining when this particular 00:04:29.490 --> 00:04:38.149 auction should go forward. I will say that the... 00:04:38.149 --> 00:04:44.519 for future... What the papers that are put in 00:04:44.519 --> 00:04:50.620 front of me didn't provide me are any Specifics 00:04:50.620 --> 00:04:54.439 about a particular properties a particular property 00:04:54.439 --> 00:04:58.800 that was for sale Each debtors property is unique 00:04:58.800 --> 00:05:02.660 as I understand it There was nothing in front 00:05:02.660 --> 00:05:06.699 of me in these motions that told me for example 00:05:06.699 --> 00:05:13.029 That the property in st. Augustine is the Seaquarium, 00:05:13.350 --> 00:05:18.269 that it has, if I've got it right, that it has 00:05:18.269 --> 00:05:22.949 in it a scientific research aspect. Is it operating? 00:05:23.110 --> 00:05:27.509 Is it not operating? What is happening with all 00:05:27.509 --> 00:05:30.709 of the animals in that facility? Is there a group 00:05:30.709 --> 00:05:34.449 that's interested in trying to save it, as opposed 00:05:34.449 --> 00:05:38.029 to... Another facility that's closed down is 00:05:38.029 --> 00:05:40.589 not operating. There are no animals. That's a 00:05:40.589 --> 00:05:43.810 pure real estate deal. Maybe this one isn't. 00:05:43.829 --> 00:05:47.529 So I got nothing of that. I knew nothing of that 00:05:47.529 --> 00:05:50.550 until I read the objections. So in the future, 00:05:50.589 --> 00:05:52.350 when you come to me with a sale of properties, 00:05:52.449 --> 00:05:55.069 I want to know about them. I want to understand 00:05:55.069 --> 00:05:58.009 what they are, the debtor's efforts with respect 00:05:58.009 --> 00:06:01.550 to them, so I can understand the picture of what 00:06:01.550 --> 00:06:06.800 is happening. But for purposes of today, we probably 00:06:06.800 --> 00:06:23.639 should go forward with the Gulf World property, 00:06:24.540 --> 00:06:27.540 which does seem to be a pure real estate play 00:06:27.540 --> 00:06:32.220 and which I think there are no objections to. 00:06:32.379 --> 00:06:35.399 The other thing that would be helpful is to not 00:06:35.399 --> 00:06:37.980 relate everything back to the bid procedures 00:06:37.980 --> 00:06:41.240 motion, okay? Because that's going to be every 00:06:41.240 --> 00:06:44.180 property's end. I had to pull them apart. I had 00:06:44.180 --> 00:06:52.620 to figure out which objection with which asset 00:06:52.620 --> 00:06:55.759 purchase agreement and try to pull it together. 00:06:55.839 --> 00:06:57.959 So it would be helpful not to relate them back 00:06:57.959 --> 00:07:01.269 to just the generic bid procedures motion. but 00:07:01.269 --> 00:07:05.589 to relate a particular objection to a particular 00:07:05.589 --> 00:07:11.829 uh subsequent here notice of filing of something 00:07:11.829 --> 00:07:14.430 so that it can be pulled together but i think 00:07:14.430 --> 00:07:18.029 i've pulled it together correctly and i believe 00:07:18.029 --> 00:07:23.189 that there are no objections to uh the panama 00:07:23.189 --> 00:07:27.170 city florida golf world property there are i 00:07:27.170 --> 00:07:30.470 will hear them but i don't think there are I'd 00:07:30.470 --> 00:07:33.089 like to make sure I understand what that property 00:07:33.089 --> 00:07:38.029 is in connection with the sale and I didn't see 00:07:38.029 --> 00:07:42.449 that in any of the declarations and I just want 00:07:42.449 --> 00:07:43.829 to make sure I understand what this property 00:07:43.829 --> 00:07:48.329 is. If what I've heard is consistent with your 00:07:48.329 --> 00:07:51.470 view, I think how we would proceed today is that 00:07:51.470 --> 00:07:54.209 we would put our declarations into evidence. 00:07:55.570 --> 00:07:57.470 In particular, I think we'll need that for the 00:07:57.470 --> 00:07:59.529 Gulf World sale, and I don't think there's any 00:07:59.529 --> 00:08:04.490 objections there. If there is someone that wishes 00:08:04.490 --> 00:08:07.069 for more information about theater this year, 00:08:07.110 --> 00:08:09.850 the Gulf World, we can address that. Me. I want 00:08:09.850 --> 00:08:13.509 the more information. Okay. After we walk through 00:08:13.509 --> 00:08:15.470 it, I'm happy to do that. And then we'll see 00:08:15.470 --> 00:08:17.569 where we are. And if you think that we need some 00:08:17.569 --> 00:08:19.529 additional information or there needs to be someone 00:08:19.529 --> 00:08:21.769 in person or what have you, we can address that 00:08:21.769 --> 00:08:24.639 at the time. another for the future. I would 00:08:24.639 --> 00:08:29.399 like a separate declaration for each property. 00:08:29.680 --> 00:08:31.800 If there were three like here at the auction 00:08:31.800 --> 00:08:35.480 I want a separate declaration on each one. Again 00:08:35.480 --> 00:08:39.759 to be able to pull it together and know what 00:08:39.759 --> 00:08:42.460 relates to what. I view each of these properties 00:08:42.460 --> 00:08:45.460 as separate. These three were auctioned separately. 00:08:46.000 --> 00:08:49.340 I want one declaration for each one in the future. 00:08:52.410 --> 00:08:55.429 All right. With that, Your Honor, before we move 00:08:55.429 --> 00:08:57.529 into the summary of the cell process, which we 00:08:57.529 --> 00:09:01.769 are prepared to do, let's address the declarations 00:09:01.769 --> 00:09:05.330 and evidentiary record. We have five declarants 00:09:05.330 --> 00:09:08.909 that are appearing via Zoom. The debtors have 00:09:08.909 --> 00:09:12.029 filed five corresponding declarations at docket 00:09:12.029 --> 00:09:18.909 numbers 632 through 635 and 638. Those are Mr. 00:09:19.190 --> 00:09:23.649 Carr's declaration and and that is with respect 00:09:23.649 --> 00:09:25.789 to the Gulf World transaction at Panama City 00:09:25.789 --> 00:09:29.490 Beach. Hugh Jackson's declaration, which is at 00:09:29.490 --> 00:09:33.370 dock at number 633, which is for the Theater 00:09:33.370 --> 00:09:40.629 of the Sea sale. Harold Boardwin, he is the debtor's 00:09:40.629 --> 00:09:43.570 real estate broker, and his declaration is at 00:09:43.570 --> 00:09:55.000 634. at number 635. And the Wagstaff declaration, 00:09:55.059 --> 00:09:57.159 Mr. Wagstaff is the Debtors Chief Restructuring 00:09:57.159 --> 00:09:59.639 Officer, and that's at declaration, or excuse 00:09:59.639 --> 00:10:05.820 me, docket number 638. We ask that the debtors' 00:10:06.179 --> 00:10:08.159 declarations be admitted at this time as a direct 00:10:08.159 --> 00:10:11.639 testimony in support of the sales. And in addition, 00:10:11.700 --> 00:10:13.559 Your Honor, and I can pause if you'd rather, 00:10:14.019 --> 00:10:16.399 we would also ask that the affidavits of service 00:10:16.399 --> 00:10:25.659 found at docket numbers 466. 471, 495, 498, 527, 00:10:26.379 --> 00:10:45.470 533, and 581 be admitted. I prefer not to do 00:10:45.470 --> 00:10:48.210 it in this, again, sort of global fashion, treating 00:10:48.210 --> 00:10:51.169 everything as if it comes in with respect to 00:10:51.169 --> 00:11:01.750 every property, which it does not. Let me... 00:11:01.750 --> 00:11:09.700 With respect to the golf world property... That 00:11:09.700 --> 00:11:13.659 is Mr. Carr's declaration that is specific only 00:11:13.659 --> 00:11:21.059 to that property. It's document number 632. It's 00:11:21.059 --> 00:11:23.220 specific to the Panama City Beach sale, which 00:11:23.220 --> 00:11:25.600 is the Gulf World transaction that is uncontested. 00:11:26.100 --> 00:11:30.700 Yes. Does anyone have any objection to Mr. Carr's 00:11:30.700 --> 00:11:34.559 declaration coming into evidence in support of 00:11:34.559 --> 00:11:45.610 the Gulf World? property. I hear no objection. 00:11:46.509 --> 00:11:53.210 That declaration is admitted. With respect to 00:11:53.210 --> 00:11:58.730 Mr. Fordman's declaration, does anyone object 00:11:58.730 --> 00:12:02.490 to it coming into evidence for the purposes of 00:12:02.490 --> 00:12:09.690 the Gulf World property? I hear no one. It is 00:12:09.690 --> 00:12:18.049 admitted for that property. Does anyone object 00:12:18.049 --> 00:12:26.210 to Mr. Wagstaff's declaration coming into evidence 00:12:26.210 --> 00:12:31.409 for purposes of the sale of the Gulf World property? 00:12:35.120 --> 00:12:38.840 I hear no objection. It's admitted for that purpose. 00:12:40.240 --> 00:12:42.860 Those are the only three declarations, correct, 00:12:42.879 --> 00:12:46.279 for Gulf World property? The other two go to 00:12:46.279 --> 00:12:48.340 other properties, correct? That's correct, Janet. 00:12:48.659 --> 00:12:53.600 Okay. So those three are admitted. Let me ask 00:12:53.600 --> 00:12:56.820 this question. Is there anyone that is objecting 00:12:56.820 --> 00:13:04.100 to the sale of the Gulf World property? I hear 00:13:04.100 --> 00:13:11.149 no one. So let's proceed with that one, and I 00:13:11.149 --> 00:13:13.750 would like to understand and make sure I understand 00:13:13.750 --> 00:13:17.309 the nature of this property as well as the auction 00:13:17.309 --> 00:13:21.649 and the sale. Okay, I know that you're a hard 00:13:21.649 --> 00:13:23.789 copy fan. I brought hard copies of the affidavits 00:13:23.789 --> 00:13:25.669 of service as well, if that's helpful for you. 00:13:26.549 --> 00:13:28.889 Oh, I forgot about the affidavits of service. 00:13:29.110 --> 00:13:34.210 No, I will admit those into evidence, certainly 00:13:34.210 --> 00:13:44.399 for purposes of this sale. All right. So Your 00:13:44.399 --> 00:13:46.039 Honor, to set the stage for the debtor's sales, 00:13:46.440 --> 00:13:48.840 I'll briefly summarize the sale process that 00:13:48.840 --> 00:13:50.980 led up to the proposed transactions, and then 00:13:50.980 --> 00:13:53.299 I'll summarize the material terms of the sale. 00:13:53.860 --> 00:13:55.960 I can go through each of the material terms for 00:13:55.960 --> 00:13:57.419 all of the sales or just make a call for all 00:13:57.419 --> 00:13:59.019 of them? No, just one call for all of them. Okay. 00:13:59.840 --> 00:14:01.860 Well, as the court well knows, the debtors began 00:14:01.860 --> 00:14:05.019 these cases in a precarious position. Having 00:14:05.019 --> 00:14:07.240 long been in default under their pre -petition 00:14:07.240 --> 00:14:09.759 loan agreements, the debtors were operating on 00:14:09.759 --> 00:14:13.299 fumes. and required a substantial cash infusion 00:14:13.299 --> 00:14:16.820 to continue operating. The debtors initially 00:14:16.820 --> 00:14:19.200 focused on obtaining the necessary post -petition 00:14:19.200 --> 00:14:22.820 financing that was necessary to finance the cases, 00:14:22.940 --> 00:14:27.000 which also included caring for the animals. Ultimately, 00:14:27.659 --> 00:14:29.159 that dip financing was approved in the amount 00:14:29.159 --> 00:14:32.539 of up to $43 million in new money loans. After 00:14:32.539 --> 00:14:35.320 engaging in a substantial amount of litigation, 00:14:35.820 --> 00:14:43.840 as this court was... and other issues, the debtors 00:14:43.840 --> 00:14:46.159 stabilized their operations domestically and 00:14:46.159 --> 00:14:49.559 as best as possible in Mexico, and then commenced 00:14:49.559 --> 00:14:51.659 a sale and marketing process for all of their 00:14:51.659 --> 00:14:55.159 assets. Initially, the debtors focused on their 00:14:55.159 --> 00:14:58.700 domestic assets located in Florida. As Your Honor 00:14:58.700 --> 00:15:01.200 heard, a little over a week ago, the debtors 00:15:01.200 --> 00:15:03.279 entered into an assignment transaction for the 00:15:03.279 --> 00:15:05.500 Miami Seaquarium, which is located in Miami, 00:15:06.259 --> 00:15:08.139 and had been working with various interested 00:15:08.139 --> 00:15:11.379 parties to obtain the necessary approvals and 00:15:11.379 --> 00:15:13.509 were... operational transfer of that facility. 00:15:15.029 --> 00:15:17.870 Other than the Miami Seaquarium, the debtors 00:15:17.870 --> 00:15:21.269 have three Florida assets. Gulf World, and if 00:15:21.269 --> 00:15:22.750 you don't mind, Your Honor, I know that you don't 00:15:22.750 --> 00:15:24.389 want me to talk about the others, but when I'm 00:15:24.389 --> 00:15:27.029 maybe talking about the marketing process generally, 00:15:27.289 --> 00:15:30.009 it all sort of overlaps. So I'll kind of reference, 00:15:30.350 --> 00:15:32.610 at least for you to frame it, what the operations 00:15:32.610 --> 00:15:34.570 are, where the assets are, that kind of thing. 00:15:36.029 --> 00:15:39.110 So there's three facilities, other than the Miami 00:15:39.110 --> 00:15:42.539 Seaquarium. It's Gulf World in Panama City Beach, 00:15:43.000 --> 00:15:46.240 Marineland in St. Augustine, and the Dalton connection 00:15:46.240 --> 00:15:49.480 in Duck Key. The debtor's investment banker and 00:15:49.480 --> 00:15:53.100 real estate broker, Green Hill, which is the 00:15:53.100 --> 00:15:55.360 investment banker and King's Summit, the broker, 00:15:56.259 --> 00:15:58.299 respectively conducted the marketing of the Florida 00:15:58.299 --> 00:16:01.940 assets. Some of the assets were marketed as real 00:16:01.940 --> 00:16:04.259 estate only transactions. For example, the Gulf 00:16:04.259 --> 00:16:07.600 World facility, because the debtors had ceased 00:16:07.600 --> 00:16:18.629 operations at that facility. location was marketed 00:16:18.629 --> 00:16:21.710 jointly between Keene and Green Hill to buyers 00:16:21.710 --> 00:16:25.610 as either a going concern or real property transaction. 00:16:26.929 --> 00:16:29.549 And then finally, the Dolphin Connection facility 00:16:29.549 --> 00:16:33.649 is a leased location rather than an owned facility. 00:16:34.370 --> 00:16:36.450 And Green Hill led the marketing of that facility 00:16:36.450 --> 00:16:39.269 as a going concern. Is that the one I approved? 00:16:40.070 --> 00:16:42.570 Or is it the second, another one? So, Your Honor, 00:16:42.570 --> 00:16:44.129 that one, which I'll get to in just a second. 00:16:44.399 --> 00:16:49.659 The debtors obtained some interest in that area, 00:16:49.840 --> 00:16:52.399 but determined to adjourn the auction as to that 00:16:52.399 --> 00:16:55.139 particular facility. Given that it is a going 00:16:55.139 --> 00:16:59.659 concern facility, there are some substantial 00:16:59.659 --> 00:17:02.039 licensing and regulatory issues and challenges 00:17:02.039 --> 00:17:04.119 with the transition. And so we've been working 00:17:04.119 --> 00:17:05.980 with various parties to see if we could get a 00:17:05.980 --> 00:17:08.579 bid that would be actionable at a value that 00:17:08.579 --> 00:17:15.630 makes sense. Objection deadlines for these assets, 00:17:15.890 --> 00:17:17.890 which we're calling the other Florida assets, 00:17:18.390 --> 00:17:22.309 was established as October 6th, 2025. The auction 00:17:22.309 --> 00:17:26.289 was scheduled for October 13th, 2025. And the 00:17:26.289 --> 00:17:28.410 deadline to object to the auction was established 00:17:28.410 --> 00:17:34.390 as October 16th, 2025. The bid procedures order, 00:17:34.430 --> 00:17:36.690 including the bid procedures, were served on 00:17:36.690 --> 00:17:39.410 the notice parties identified in the bid procedures 00:17:39.410 --> 00:17:43.039 order. That included the entire creditor matrix, 00:17:43.259 --> 00:17:45.220 which in my experience is actually a little unusual. 00:17:45.500 --> 00:17:48.180 So it went to the whole creditor body, contract 00:17:48.180 --> 00:17:50.960 counterparties, anyone expressing an interest 00:17:50.960 --> 00:17:54.500 in the assets, and various regulatory and governmental 00:17:54.500 --> 00:17:57.599 authorities, including the ones that were identified 00:17:57.599 --> 00:18:01.259 and attached to the back of the bid procedures 00:18:01.259 --> 00:18:05.680 order. For their part, Keen and Greenhill teams 00:18:05.680 --> 00:18:08.819 created and refined marketing materials for the 00:18:08.819 --> 00:18:10.900 assets, including a confidential information 00:18:10.900 --> 00:18:13.240 memorandum, which was provided to interested 00:18:13.240 --> 00:18:16.880 parties. The Keen Team coordinated drone and 00:18:16.880 --> 00:18:19.579 exterior photography, which was used for marketing 00:18:19.579 --> 00:18:22.220 materials and property listings, and those were 00:18:22.220 --> 00:18:25.259 sent directly to strategic buyers and then provided 00:18:25.259 --> 00:18:28.779 to parties in interest. That was done both regionally 00:18:28.779 --> 00:18:32.640 and also nationally. The Keen Team published 00:18:32.640 --> 00:18:35.420 print advertisements of the sales in various 00:18:35.420 --> 00:18:38.730 regional print publications. including the Miami 00:18:38.730 --> 00:18:41.910 Herald. And in addition, electronic marketing 00:18:41.910 --> 00:18:47.349 materials and various publications were circulated 00:18:47.349 --> 00:18:50.170 through digital advertisements, internet listings, 00:18:50.569 --> 00:18:54.650 industry publications, and various newsletters. 00:18:55.450 --> 00:18:57.849 Keen also coordinated a mass email publication 00:18:57.849 --> 00:19:02.369 to more than 20 ,000 individual parties from 00:19:02.369 --> 00:19:05.329 Keen's own proprietary database, as well as using 00:19:05.329 --> 00:19:09.079 some commercial real estate software. These efforts 00:19:09.079 --> 00:19:11.480 led to strong engagement. The debtors tracked 00:19:11.480 --> 00:19:13.539 the views of the electronic marketing materials 00:19:13.539 --> 00:19:16.099 and confirmed that we received tens of thousands 00:19:16.099 --> 00:19:19.779 of views for these assets. More than 180 parties 00:19:19.779 --> 00:19:22.380 executed a confidentiality agreement to access 00:19:22.380 --> 00:19:25.880 the first full data room and to conduct due diligence. 00:19:26.400 --> 00:19:28.579 And both the Keen and the Greenhill teams engaged 00:19:28.579 --> 00:19:32.039 extensively with parties regarding various aspects 00:19:32.039 --> 00:19:34.559 of the assets and the proposed transactions. 00:19:36.610 --> 00:19:39.329 to establish baseline bids and in consultation 00:19:39.329 --> 00:19:41.170 with the consultation parties, which in this 00:19:41.170 --> 00:19:44.369 case are the various lenders as well as the council 00:19:44.369 --> 00:19:48.250 for the official committee of unsecured creditors. 00:19:49.210 --> 00:19:51.390 The debtors selected stocking horse bids for 00:19:51.390 --> 00:19:53.809 both the Gulf World and the marine land properties. 00:19:58.009 --> 00:20:00.150 We did that so that we could go into the auction 00:20:00.150 --> 00:20:06.690 with a floor price for the assets. entering into 00:20:06.690 --> 00:20:08.509 the stocking horse bids, the debtors received 00:20:08.509 --> 00:20:11.190 bids in excess of those bids for each of the 00:20:11.190 --> 00:20:14.849 facilities. As mentioned, with respect to Dolphin 00:20:14.849 --> 00:20:17.650 Connection Facility, we received several bids 00:20:17.650 --> 00:20:21.069 at very low values for certain of the bids. For 00:20:21.069 --> 00:20:26.710 one of the bids, it was an interesting proposal 00:20:26.710 --> 00:20:29.269 that we believed was important to continue to 00:20:29.269 --> 00:20:47.240 discuss, so that has been adjourned. particular 00:20:47.240 --> 00:20:49.619 party, but it is also wrapped up in the objection. 00:20:50.160 --> 00:20:52.880 So hearing Your Honor wanting to separate these, 00:20:53.039 --> 00:20:57.420 I'll pause and we'll come back to that. The debtors 00:20:57.420 --> 00:21:01.420 proceeded to auction. We did the auction together. 00:21:01.799 --> 00:21:05.019 We proceeded in two lots and we started the auction 00:21:05.019 --> 00:21:08.740 with the auction for Marineland. Given that Your 00:21:08.740 --> 00:21:11.660 Honor would like me to segregate these, I'll 00:21:11.660 --> 00:21:14.279 move on to the Gulf World segment of that auction. 00:21:19.470 --> 00:21:22.890 The starting bid was at 3 .5 million, and after 00:21:22.890 --> 00:21:25.829 five rounds, By the Sea Resorts, which was the 00:21:25.829 --> 00:21:28.150 stocking horse bidder, was designated the successful 00:21:28.150 --> 00:21:30.970 bidder with a final cash bid of 4 .55 million. 00:21:35.910 --> 00:21:37.329 Following the conclusion of the auction, the 00:21:37.329 --> 00:21:39.349 debtors filed notices of successful bidders, 00:21:39.690 --> 00:21:42.390 proposed sale orders, and executed asset purchase 00:21:42.390 --> 00:21:45.230 agreements, which can be located at docket numbers 00:21:45.230 --> 00:22:03.750 582 -603 -629. As I mentioned, it's a real property 00:22:03.750 --> 00:22:06.869 sale. There are no dolphins located on that facility. 00:22:08.329 --> 00:22:10.809 The successful bidder is By the Sea Resorts, 00:22:10.809 --> 00:22:13.130 Incorporated, which again was the stocking horse 00:22:13.130 --> 00:22:16.349 bidder for the successful price, all cash price 00:22:16.349 --> 00:22:20.470 of $4 .55 million. The closing of the sales are 00:22:20.470 --> 00:22:29.960 contemplated to take place promptly. All of the 00:22:29.960 --> 00:22:34.079 sales are subject to a broker fee for Keene and 00:22:34.079 --> 00:22:37.940 Greenhill. In this instance, because specifically 00:22:37.940 --> 00:22:40.500 Gulf World is just a real property sale, the 00:22:40.500 --> 00:22:51.400 fee is for Keene at 3 .5%. I'll speak to the 00:22:51.400 --> 00:22:53.119 general sale objections that we received putting 00:22:53.119 --> 00:22:55.200 aside the letters that were filed on Friday and 00:22:55.200 --> 00:22:58.769 Monday. The debtors received three timely responses. 00:22:59.049 --> 00:23:01.009 One was an informal comment from the Office of 00:23:01.009 --> 00:23:03.390 the United States Trustee, which we resolved 00:23:03.390 --> 00:23:06.269 with revised language to the proposed sale orders. 00:23:07.049 --> 00:23:09.309 We also received a cure and assignment reservation 00:23:09.309 --> 00:23:11.690 of rights from the Landlord to the Dolphin Connection 00:23:11.690 --> 00:23:13.730 Facility, which obviously is not going forward 00:23:13.730 --> 00:23:17.430 today. And an objection from Tradewinds, which 00:23:17.430 --> 00:23:20.329 is a judgment creditor of Controladora Dolphin, 00:23:20.690 --> 00:23:22.730 which is one of the debtors. and trade winds 00:23:22.730 --> 00:23:32.369 withdrew its objection per docket item 628. I'll 00:23:32.369 --> 00:23:35.730 just point out with respect to the Boardwind 00:23:35.730 --> 00:23:42.589 Declaration, Mr. Boardwind's testimony is that 00:23:42.589 --> 00:23:46.250 the debtors ran a fair and extensive and thorough 00:23:46.250 --> 00:23:49.210 sale process, that there was no collusion, that 00:23:49.210 --> 00:23:52.359 the auction was ran in a fair manner. The parties 00:23:52.359 --> 00:23:55.960 had the opportunity to have counsel present. 00:23:56.680 --> 00:24:00.099 None of the bidders are affiliates or are related 00:24:00.099 --> 00:24:02.819 to the debtors or any of their prior management. 00:24:04.099 --> 00:24:08.400 Mr. Wagstaff's declaration, the testimony there 00:24:08.400 --> 00:24:10.900 is that the debtors considered all of the bids 00:24:10.900 --> 00:24:13.720 in the circumstances. The debtors determined 00:24:13.720 --> 00:24:15.779 in their reasonable business judgment that the 00:24:15.779 --> 00:24:17.500 sale was in the best interest of the debtors 00:24:17.500 --> 00:24:20.400 in their states. And that the debtors have to 00:24:20.400 --> 00:24:23.640 requisite corporate authority to enter into and 00:24:23.640 --> 00:24:26.160 finalize the transactions. If you don't have 00:24:26.160 --> 00:24:28.819 some further questions, that is the presentation 00:24:28.819 --> 00:24:31.220 for Call the World. Okay, I would like to make 00:24:31.220 --> 00:24:34.220 sure I understand this facility. Is it closed? 00:24:34.380 --> 00:24:37.940 It is. Okay. You said there are no dolphins there. 00:24:38.000 --> 00:24:40.119 Are there any other animals there? No, you are 00:24:40.119 --> 00:24:45.299 not. Okay. So this is just a pure real estate 00:24:45.299 --> 00:25:01.509 deal. Yes. I understand there are some co -tenants 00:25:01.509 --> 00:25:06.690 that have an interest in certain of the parcels 00:25:06.690 --> 00:25:09.690 that are also being sold, and that's all consensual 00:25:09.690 --> 00:25:11.950 as well. That's right. Co -tenant is the word 00:25:11.950 --> 00:25:14.130 that we used younger. I think off the top of 00:25:14.130 --> 00:25:15.250 my head, I can't remember, it's five or six, 00:25:15.269 --> 00:25:18.549 but there are a certain number of parcels that 00:25:18.549 --> 00:25:20.990 make up the Gulf World facility or property. 00:25:21.910 --> 00:25:25.609 Two of those parcels are 50 % owned as tenants 00:25:25.609 --> 00:25:27.849 and co -tenants. common with this other entity 00:25:27.849 --> 00:25:31.490 called Flipper LLC. And Flipper LLC agreed to 00:25:31.490 --> 00:25:34.569 a purchase price to sell its portion of that 00:25:34.569 --> 00:25:38.930 parcel, which is in the APA. And so it is transferring 00:25:38.930 --> 00:25:40.970 its interest to the buyer in connection with 00:25:40.970 --> 00:25:44.549 the transaction. OK. And is Flipper LLC a related 00:25:44.549 --> 00:26:20.880 entity or not? Are there any open issues with 00:26:20.880 --> 00:26:24.440 respect to representations that have been made 00:26:24.440 --> 00:26:26.579 or anything that needs to be resolved before 00:26:26.579 --> 00:26:28.819 closing can happen? No, as far as I'm aware, 00:26:28.920 --> 00:26:30.700 Your Honor, we're prepared to close as soon as 00:26:30.700 --> 00:26:33.019 all of the title documentation and deeds and 00:26:33.019 --> 00:26:40.880 everything are ready. Okay, would anyone else 00:26:40.880 --> 00:26:47.730 like to be heard with respect? to the sale of 00:26:47.730 --> 00:27:09.170 the golf world property. Okay, I'm prepared to 00:27:09.170 --> 00:27:12.470 approve the sale of the golf world property. 00:27:17.139 --> 00:27:22.480 to buy the sea resorts. It was a successful bidder. 00:27:22.819 --> 00:27:26.519 I'm also prepared to approve the Crotty Company 00:27:26.519 --> 00:27:30.400 LLC as the backup bidder with respect to this 00:27:30.400 --> 00:27:35.480 particular property. The declarations that have 00:27:35.480 --> 00:27:40.619 come in show that as to this property, it was 00:27:40.619 --> 00:27:45.339 marketed. An auction took place. There were rounds 00:27:45.339 --> 00:27:50.220 of bidding. The purchase price has increased 00:27:50.220 --> 00:27:55.920 from $3 .5 million to $4 .55 million. There's 00:27:55.920 --> 00:28:01.220 no suggestion of any type of collusion or other 00:28:01.220 --> 00:28:06.980 concern with respect to the auction. And the 00:28:06.980 --> 00:28:16.509 declaration of Mr. Carr. supports the fact that 00:28:16.509 --> 00:28:24.269 I'm being asked to make that the buyer is a good 00:28:24.269 --> 00:28:29.970 faith purchaser as that term is used for purposes 00:28:29.970 --> 00:28:35.130 of sales in the bankruptcy context. He specifically 00:28:35.130 --> 00:28:39.170 also testifies in his declaration that the debtor 00:28:39.170 --> 00:28:43.019 is not. He's not a buyer is not affiliated with 00:28:43.019 --> 00:28:50.640 the debtor in any way shape or fashion The I'm 00:28:50.640 --> 00:28:54.500 prepared to say that the price that has resulted 00:28:54.500 --> 00:28:58.900 from this auction is a fair price Given the market 00:28:58.900 --> 00:29:04.279 and given this facility and There are no objections 00:29:04.279 --> 00:29:07.440 to this particular sale which is a pure real 00:29:07.440 --> 00:29:13.519 estate sale of a closed facility. So I am prepared 00:29:13.519 --> 00:29:16.740 to enter that order. Let me see if I have any 00:29:16.740 --> 00:29:25.220 questions with respect to the actual order. They 00:29:25.220 --> 00:29:33.720 do. On page 4 of the order, paragraph C, there's 00:29:33.720 --> 00:29:38.710 a reference to 365. Okay, there are no, just 00:29:38.710 --> 00:29:40.869 confirming, there are no contracts that are going 00:29:40.869 --> 00:29:45.750 with this. Okay. I think that's the only place 00:29:45.750 --> 00:29:48.390 I saw that and assumed it was discussed over. 00:30:23.660 --> 00:30:26.759 The question I have is why are we incorporating 00:30:26.759 --> 00:30:32.059 my findings on the bid procedures order here? 00:30:32.559 --> 00:30:34.000 John, I don't think it's necessary. You've made 00:30:34.000 --> 00:30:36.440 them once. Sorry. I don't know that we need them 00:30:36.440 --> 00:30:50.019 in the order as well. Okay. Paragraph five. I 00:30:50.019 --> 00:30:52.099 don't know that I'm approving the purchase agreement. 00:30:52.359 --> 00:30:55.319 as much as I'm authorizing the debtor to enter 00:30:55.319 --> 00:30:58.339 into the purchase agreement, which I think is 00:30:58.339 --> 00:31:16.079 paragraph 6. Okay, and paragraph 15. This might 00:31:16.079 --> 00:31:17.940 have prompted the question. I remember reading 00:31:17.940 --> 00:31:22.190 this. Just again, there are no... conditions 00:31:22.190 --> 00:31:24.369 precedent to closing that you're aware of that 00:31:24.369 --> 00:31:26.750 are unfulfilled. I think this refers to purchase 00:31:26.750 --> 00:31:28.970 price has been obtained, and cash has actually 00:31:28.970 --> 00:31:30.950 been transferred, the title and date have been 00:31:30.950 --> 00:31:33.930 finalized, those kinds of things. It is a fact 00:31:33.930 --> 00:31:36.329 that there are conditions to close such as that, 00:31:36.450 --> 00:31:38.910 but they are not things that we would not expect. 00:31:54.089 --> 00:31:57.970 Is this relevant to this particular sale or how 00:31:57.970 --> 00:32:45.759 is it relevant? But I don't know that I feel 00:32:45.759 --> 00:32:47.420 strongly about it, given that I don't think that 00:32:47.420 --> 00:32:50.839 there's really any applicability to this particular 00:32:50.839 --> 00:32:53.660 cell. Okay. Well, before submitting your revised 00:32:53.660 --> 00:32:55.460 order, why don't you check with the buyer on 00:32:55.460 --> 00:33:00.119 that? And if it's relevant to something, I'll 00:33:00.119 --> 00:33:03.940 keep it in. I put in myself to determine what 00:33:03.940 --> 00:34:01.269 it might be relevant to. Understood. purchase 00:34:01.269 --> 00:34:14.130 agreement may be modified. The last, it says 00:34:14.130 --> 00:34:16.710 provided that any such modification does not 00:34:16.710 --> 00:34:19.389 have a material effect, does not conflict with 00:34:19.389 --> 00:34:22.690 the order, and prior written notice of such modification 00:34:22.690 --> 00:34:25.690 is provided by the debtor to the affected parties. 00:34:26.090 --> 00:34:28.730 Who would they be? We shouldn't be affecting 00:34:28.730 --> 00:35:11.630 third parties by modifying this agreement. I 00:35:11.630 --> 00:35:14.570 also usually require something that says your 00:35:14.570 --> 00:35:17.050 modification cannot impact third parties because 00:35:17.050 --> 00:35:20.590 it just can't after the fact. So that's why I'm 00:35:20.590 --> 00:35:24.769 not quite sure what this is getting to. If the 00:35:24.769 --> 00:35:28.630 parties want to amend something, I don't know 00:35:28.630 --> 00:35:31.909 what it would be here, that would not have a 00:35:31.909 --> 00:35:34.289 material adverse effect on the debtor's estate, 00:35:34.630 --> 00:35:37.590 conflict with this order, or impact third parties, 00:35:37.730 --> 00:35:42.849 I'm fine. Are you suggesting that we revise the 00:35:42.849 --> 00:35:45.210 provision and require written notice through 00:35:45.210 --> 00:35:48.010 parties and delete that piece? Yes, I think it 00:35:48.010 --> 00:35:50.090 just can't impact third parties. If you're doing 00:35:50.090 --> 00:35:51.690 something that does something other than that, 00:35:51.829 --> 00:35:53.309 then you have to bring something in front of 00:35:53.309 --> 00:35:57.190 me, probably more than notice, probably also 00:35:57.190 --> 00:36:00.590 an opportunity for a hearing. I don't anticipate 00:36:00.590 --> 00:36:04.909 that here. Perhaps we could say it does not impact 00:36:04.909 --> 00:36:20.440 third parties without their consent. So if you 00:36:20.440 --> 00:36:25.800 submit an order consistent with that, then I 00:36:25.800 --> 00:36:30.860 will sign it for the reasons that I have stated. 00:36:31.300 --> 00:36:35.639 And let's make sure, yes, that the order clearly 00:36:35.639 --> 00:36:37.940 identifies which property it is, which it does. 00:36:42.900 --> 00:36:46.940 Thank you. Your Honor, help me help you on how 00:36:46.940 --> 00:36:53.440 to proceed. I have an inkling that there won't 00:36:53.440 --> 00:36:56.340 be an objection to the testimony that we intend 00:36:56.340 --> 00:37:00.719 to submit with respect to marine lands. But I 00:37:00.719 --> 00:37:02.579 hear that Your Honor has additional questions 00:37:02.579 --> 00:37:26.650 and I don't know if... Objections that have been 00:37:26.650 --> 00:37:41.570 filed some of which are. By. Persons who really 00:37:41.570 --> 00:37:46.969 have no connection to the case, but. Two of which 00:37:46.969 --> 00:37:48.969 at least and I didn't see the one this morning. 00:37:50.630 --> 00:37:53.210 So I don't know what it says. I guess I need 00:37:53.210 --> 00:37:56.320 to. It's the same thing as the rest of them, 00:37:56.480 --> 00:37:58.900 too, Your Honor. It says, please accept a $4 00:37:58.900 --> 00:38:01.659 million bid, not a $7 .1 million bid, because 00:38:01.659 --> 00:38:05.579 the animals. And I think it's one page. It's 00:38:05.579 --> 00:38:07.340 very consistent with the others, the substance 00:38:07.340 --> 00:38:11.400 of the others. OK. Well, what I want to hear, 00:38:11.599 --> 00:38:13.920 and I'll hear from the objectors, but by way 00:38:13.920 --> 00:38:16.119 of evidence, I think you have to put forward 00:38:16.119 --> 00:38:20.739 your case that this, which means I need to understand 00:38:20.739 --> 00:38:23.510 the facility. I need to understand what's happening. 00:38:24.050 --> 00:38:27.349 I need to understand what consideration was given 00:38:27.349 --> 00:38:37.750 to a group that would like to preserve the current 00:38:37.750 --> 00:38:42.090 state of what's there, of the necessity to go 00:38:42.090 --> 00:38:47.630 forward on this timeline with the sale. I need 00:38:47.630 --> 00:38:51.320 to understand that. Because this is a unique 00:38:51.320 --> 00:38:54.199 facility, at least as I understand from the objections. 00:38:54.559 --> 00:38:59.820 And I didn't get any of that from what the debtors 00:38:59.820 --> 00:39:06.800 put in front of me. And this isn't just a real 00:39:06.800 --> 00:39:12.460 estate play. So it seemed almost cookie cutter, 00:39:12.639 --> 00:39:17.340 and this isn't cookie cutter. What I'm hearing 00:39:17.340 --> 00:39:19.260 you say is you'd like us to come back at another 00:39:19.260 --> 00:39:22.619 time and supplement the record. One thing I want 00:39:22.619 --> 00:39:24.900 to make really clear, which may or may not sway, 00:39:25.059 --> 00:39:28.179 Your Honor, but we don't have a qualified bid. 00:39:28.239 --> 00:39:32.179 We don't have any bid from anyone else. We have 00:39:32.179 --> 00:39:36.860 this bid. And it was obtained through an auction 00:39:36.860 --> 00:39:41.630 process after 34 rounds of bidding. And so I 00:39:41.630 --> 00:39:43.670 hear you'd like a better record and we can come 00:39:43.670 --> 00:39:45.070 back and supplement that. Well I think maybe 00:39:45.070 --> 00:39:48.789 there's many things that could happen here. And 00:39:48.789 --> 00:39:52.030 I'll hear from the objectors if they have any, 00:39:53.429 --> 00:39:56.110 I'd like to hear what they have to say. I don't 00:39:56.110 --> 00:39:57.769 know whether they can come up with more money 00:39:57.769 --> 00:40:02.070 or not. I don't know, this is not just highest 00:40:02.070 --> 00:40:09.730 and best, right? It's, I can look at what's... 00:40:09.530 --> 00:40:19.809 best overall and we at least have some parties 00:40:19.809 --> 00:40:24.329 and a group that was able to get some financing 00:40:24.329 --> 00:40:30.809 in what looks like a short time frame. Now if 00:40:30.809 --> 00:40:33.050 I had testimony that they've been working together 00:40:33.050 --> 00:40:39.679 for six months and And there's no agreement put 00:40:39.679 --> 00:40:41.820 in front of you, that's different. But I don't 00:40:41.820 --> 00:40:45.860 have that. So I'm just trying to understand what 00:40:45.860 --> 00:40:51.239 the situation is here. This is, from what I understand, 00:40:51.420 --> 00:40:55.880 a unique property. And it should be viewed in 00:40:55.880 --> 00:40:57.920 a one -off situation. What are we doing with 00:40:57.920 --> 00:41:00.920 this property? How was this property marketed? 00:41:01.699 --> 00:41:05.320 Separate from, for example, the last property, 00:41:05.539 --> 00:41:08.469 because they're different. Your honor, I think 00:41:08.469 --> 00:41:10.730 that we have a sound hearing on Monday of next 00:41:10.730 --> 00:42:03.289 week. I've been working on something, you know, 00:42:03.329 --> 00:42:06.070 with these individuals for a long time. I have 00:42:06.070 --> 00:42:08.750 nothing in that. I have nothing in that record 00:42:08.750 --> 00:42:12.389 with respect to that. We will come back. And 00:42:12.389 --> 00:42:15.670 another thing I don't understand is at least 00:42:15.670 --> 00:42:17.650 as I read this asset purchase agreement, it's 00:42:17.650 --> 00:42:20.849 supposed to close in 30 days. That's right. Okay. 00:42:21.309 --> 00:42:24.090 And at least as I read the objections, you can 00:42:24.090 --> 00:42:27.550 tell me there are 17 dolphins at this facility. 00:42:27.900 --> 00:42:30.900 And there are 1 ,200 other marine species at 00:42:30.900 --> 00:42:33.480 this facility. What's happening to them? Your 00:42:33.480 --> 00:42:36.219 Honor, part of my presentation today was to talk 00:42:36.219 --> 00:42:37.579 about the Asset Purchase Agreement, which is 00:42:37.579 --> 00:42:40.840 on the docket. And there is a built -in structure 00:42:40.840 --> 00:42:43.219 to allow for a post -closed transition period 00:42:43.219 --> 00:42:47.099 of 90 days for transfer of the animals. And that 00:42:47.099 --> 00:42:50.920 process is well underway. So you will hear, and 00:42:50.920 --> 00:42:54.980 I think it's in Mr. Webb's declaration, that 00:42:54.980 --> 00:42:57.250 the debtors believe that that is... patently 00:42:57.250 --> 00:42:59.610 reasonable and doable under the circumstances. 00:42:59.769 --> 00:43:02.409 And in fact, it's better for the estates for 00:43:02.409 --> 00:43:06.230 this to proceed apace because the dip maturity 00:43:06.230 --> 00:43:09.050 is the end of the year. We do have limited resources 00:43:09.050 --> 00:43:12.949 and it's important that this asset, that the 00:43:12.949 --> 00:43:17.449 sale proceeding proceed and close on a reasonably 00:43:17.449 --> 00:43:20.550 efficient time frame. Is this facility open? 00:43:20.789 --> 00:43:28.739 It is. Is it cash flow positive? It's not losing 00:43:28.739 --> 00:43:33.699 money. Well, for now, that is the case, Your 00:43:33.699 --> 00:43:38.340 Honor, I believe. Okay. But the Chapter 11 cases, 00:43:38.420 --> 00:43:41.500 Your Honor, go, you know, are a huge cash burn 00:43:41.500 --> 00:43:43.960 on the estates. And the longer that these operate 00:43:43.960 --> 00:43:46.639 and continue to operate, the longer the Chapter 00:43:46.639 --> 00:43:49.820 11 cases have to proceed, and the more expensive 00:43:49.820 --> 00:43:52.239 it is. And it's extremely expensive, the run 00:43:52.239 --> 00:43:55.239 rate. Okay. And none of that. I have none of 00:43:55.239 --> 00:44:20.880 that in any evidentiary form. And it certainly 00:44:20.880 --> 00:44:23.940 may have something in it, but it didn't leave 00:44:23.940 --> 00:44:26.639 that impression on me. Let's put it that way. 00:45:26.159 --> 00:45:50.599 I'd like to hear from Mr. Kasavets if you are 00:45:50.599 --> 00:45:56.449 on or you are represented by council. I'm on, 00:45:56.570 --> 00:46:03.349 Judge. Good afternoon. I did read the submissions 00:46:03.349 --> 00:46:06.590 that you have made and others have made with 00:46:06.590 --> 00:46:12.889 respect to what I guess I would characterize 00:46:12.889 --> 00:46:17.369 as a community coalition backed by a private 00:46:17.369 --> 00:46:28.119 family fund who's interested in keeping the facility 00:46:28.119 --> 00:46:34.239 open as both a research center and open to the 00:46:34.239 --> 00:46:40.519 community. I guess I'm trying to figure out how 00:46:40.519 --> 00:46:44.880 real this possibility is. What can you tell me 00:46:44.880 --> 00:46:50.039 about your efforts today? That's a good question, 00:46:50.199 --> 00:46:51.820 Judge, and thank you for allowing me to speak 00:46:51.820 --> 00:46:55.820 to you. We brought on the former manager of Marineland, 00:46:55.900 --> 00:46:58.599 and we've created a budget that shows that we 00:46:58.599 --> 00:47:03.460 can be successful as a business. The business 00:47:03.460 --> 00:47:09.659 model works. We were fortunate to have a contributor 00:47:09.659 --> 00:47:13.039 come forward and offer the $4 million, plus, 00:47:13.119 --> 00:47:16.440 Judge, $1 .5 million to get us through the next 00:47:16.440 --> 00:47:18.079 couple of months, because this is the winter 00:47:18.079 --> 00:47:22.409 season, and it's very slow season. But we're 00:47:22.409 --> 00:47:26.230 convinced that we can make the model work Partly 00:47:26.230 --> 00:47:28.630 because Felicia cook who's the former manager 00:47:28.630 --> 00:47:34.010 knows how it works and in 2023 she showed a very 00:47:34.010 --> 00:47:38.369 good profit for Marine land we believe we can 00:47:38.369 --> 00:47:42.389 do that also What what what happened to us and 00:47:42.389 --> 00:47:46.630 I don't want to labor than it we were shut out 00:47:46.630 --> 00:47:50.389 We were told by a river on that we were and we 00:47:50.389 --> 00:47:55.079 could bid by Michael Flynn. And then two days 00:47:55.079 --> 00:47:58.480 later, we're told you can't bid. Not only did 00:47:58.480 --> 00:48:00.679 Michael Flynn say we could bid, he said, don't 00:48:00.679 --> 00:48:03.159 worry about the APA stuff. We'll take care of 00:48:03.159 --> 00:48:06.280 all that when the sale takes place. And that's 00:48:06.280 --> 00:48:09.340 all in the documents that we supply to you, Judge. 00:48:11.659 --> 00:48:16.860 And as a last of this, we believe we're the only 00:48:16.860 --> 00:48:20.309 ones. that can save this facility, this national 00:48:20.309 --> 00:48:24.869 historic monument, and save this, and continue 00:48:24.869 --> 00:48:27.070 the dolphins home. Some of these dolphins were 00:48:27.070 --> 00:48:29.230 born there. We have three generations in terms 00:48:29.230 --> 00:48:31.769 of some of these dolphins, and I'm just appealing 00:48:31.769 --> 00:48:35.349 to the court to give us a chance. We believe 00:48:35.349 --> 00:48:37.769 we can do it. I believe Felicia Cook's online 00:48:37.769 --> 00:48:40.449 with us also here today. She's the former manager, 00:48:40.489 --> 00:48:44.869 and we also have the rubles online who are the 00:48:44.869 --> 00:48:47.130 people who are willing to help us save this. 00:48:47.159 --> 00:48:49.920 We're all willing, Judge, not just about marine 00:48:49.920 --> 00:48:52.619 land, because marine land is not just the land, 00:48:52.699 --> 00:48:55.659 it's the dolphins. We're here to try to save 00:48:55.659 --> 00:48:57.840 those dolphins. I'm sorry if I belabored that, 00:48:59.119 --> 00:49:16.340 Judge. Let me ask this question. Yes, ma 'am. 00:49:31.309 --> 00:49:36.369 The rubles are on the line. Yes, ma 'am. Now, 00:49:36.369 --> 00:49:39.730 I'm actually not going to ask a question. What 00:49:39.730 --> 00:49:54.190 I'm going to do, because what I really hear in 00:49:54.190 --> 00:50:00.889 these objections is that This coalition believes 00:50:00.889 --> 00:50:05.750 they were closed out of the auction. And so I 00:50:05.750 --> 00:50:08.150 think they'd really like me to reopen the auction. 00:50:08.829 --> 00:50:12.829 The question is whether I should do that. And 00:50:12.829 --> 00:50:18.730 I think the coalition needs to understand that 00:50:18.730 --> 00:50:37.199 the current high bid is in the $7 million. I 00:50:37.199 --> 00:50:41.039 think the debtor ought to consider whether to 00:50:41.039 --> 00:50:47.699 reopen the auction and work with this group to 00:50:47.699 --> 00:50:54.340 see if there's anything that can be done. And 00:50:54.340 --> 00:51:09.920 then I would hear the evidence. And I think in 00:51:09.920 --> 00:51:13.639 considering that, the timeline is something that 00:51:13.639 --> 00:51:18.159 the debtor should consider. And I make no decision 00:51:18.159 --> 00:51:22.800 at this time whether this timeline as it existed 00:51:22.800 --> 00:51:41.059 was appropriate or not. this group should be 00:51:41.059 --> 00:51:45.099 given some consideration. And I'm not saying 00:51:45.099 --> 00:51:47.360 they weren't, because I don't know the facts. 00:51:52.179 --> 00:51:58.960 But, and I don't know, quite frankly, what's 00:51:58.960 --> 00:52:04.239 already been shipped off site. The suggestion 00:52:04.239 --> 00:52:06.079 is there is stuff that's already been shipped 00:52:06.079 --> 00:52:11.460 off site. Well I hate this because I have everybody 00:52:11.460 --> 00:52:21.019 here. I hate to adjourn this hearing. I think 00:52:21.019 --> 00:52:23.619 that needs to happen. But I think in the meantime 00:52:23.619 --> 00:52:25.659 while it's adjourned there ought to be discussions. 00:52:39.719 --> 00:52:43.380 with his wife as a shareholder of a parent and 00:52:43.380 --> 00:52:47.320 has potential prior relationship with prior equity 00:52:47.320 --> 00:52:50.400 holders and former management and all kinds of 00:52:50.400 --> 00:52:52.679 other things that we will certainly present to 00:52:52.679 --> 00:52:54.639 you at the appropriate time. All should be considered, 00:52:54.699 --> 00:52:57.440 but I'm just saying there's the possibility that 00:52:57.440 --> 00:52:59.699 this auction will be reopened. So the debtor 00:52:59.699 --> 00:53:03.420 ought to decide how to come back to me and what 00:53:03.420 --> 00:53:12.460 it ought to do in the meantime because... On 00:53:12.460 --> 00:53:14.780 this record, I'm not going to approve the sale. 00:53:16.559 --> 00:53:23.900 Maybe another record. But not on this record. 00:53:29.619 --> 00:53:37.219 Mr. Joyce. Good afternoon, Your Honor. Mike Joyce 00:53:37.219 --> 00:53:40.639 for Apex Associates. Thank you for allowing me 00:53:40.639 --> 00:53:43.519 to be heard, Your Honor. Your honor, Apex is 00:53:43.519 --> 00:53:46.900 an entity to be formed to hopefully bid on these 00:53:46.900 --> 00:53:50.800 assets and is affiliated, your honor, with some 00:53:50.800 --> 00:53:54.000 certain other per se objectors appearing today. 00:53:55.179 --> 00:53:58.639 Your honor, I rise just to say that we would 00:53:58.639 --> 00:54:01.679 truly appreciate some additional time to participate 00:54:01.679 --> 00:54:05.099 in the auction. Apex would, your honor. And I 00:54:05.099 --> 00:54:06.639 also wanted to ask, your honor, if the court 00:54:06.639 --> 00:54:09.980 was inclined to require the debtors to re -notice 00:54:09.980 --> 00:54:13.449 the sale objection. in connection with any further 00:54:13.449 --> 00:54:18.309 auction proceedings. Why do we need to re -notice 00:54:18.309 --> 00:54:23.889 the sale objection? Well, Your Honor, I don't 00:54:23.889 --> 00:54:28.389 want to dig back into the bid procedures and 00:54:28.389 --> 00:54:31.650 the sale, or I'm sorry, and the documents. Your 00:54:31.650 --> 00:54:36.590 Honor, we had similar difficulty in discerning 00:54:36.590 --> 00:54:40.010 deadlines, what assets were being sold, et cetera, 00:54:40.050 --> 00:54:42.780 et cetera. And that may be water under the bridge 00:54:42.780 --> 00:54:46.000 at this point, Your Honor, and immediately Apex 00:54:46.000 --> 00:54:49.559 was a little late to the game. But, Your Honor, 00:54:49.659 --> 00:54:52.880 to the extent there was any issues with the auction, 00:54:53.139 --> 00:54:55.239 we would want the opportunity to object to this 00:54:55.239 --> 00:55:05.619 sale. Okay, well, I thought Apex is the Rubel's 00:55:05.619 --> 00:55:07.880 entity, correct? Or is that a different entity? 00:55:08.429 --> 00:55:10.989 It is affiliated with the rules, Your Honor. 00:55:11.409 --> 00:55:19.050 Okay. And I have an objection. If there's some 00:55:19.050 --> 00:55:21.190 supplement to the objection that needs to be 00:55:21.190 --> 00:55:28.269 made, that's fine. But Mr. Joyce, in my understanding 00:55:28.269 --> 00:55:31.429 now that you represent this, who do you represent? 00:55:32.030 --> 00:55:34.750 Ask that question. So I represent the entity, 00:55:34.829 --> 00:55:37.230 Your Honor, to be formed to hopefully bid on 00:55:37.230 --> 00:55:41.530 these assets. And this has come together in somewhat 00:55:41.530 --> 00:55:47.289 of an unusual way admittedly, Your Honor. I think 00:55:47.289 --> 00:55:49.909 my clients on a per se basis were attempting 00:55:49.909 --> 00:55:54.769 to bid on these assets. They had some difficulty 00:55:54.769 --> 00:55:57.809 doing that as you've heard from Mr. Kasowitz 00:55:57.809 --> 00:56:01.889 today. And they reached out to me, Your Honor, 00:56:02.150 --> 00:56:07.360 albeit with limited time to kind of act. That's 00:56:07.360 --> 00:56:13.199 the current situation. Okay. Well, I think it 00:56:13.199 --> 00:56:15.900 is helpful that they now have counsel that you 00:56:15.900 --> 00:56:23.880 can speak with and coordinate with. And so, Mr. 00:56:24.059 --> 00:56:28.119 Joyce, I'm glad that you are representing APEX. 00:58:11.159 --> 00:58:15.480 but I would encourage the debtors to consider 00:58:15.480 --> 00:58:22.980 all their options between now and then. And that 00:58:22.980 --> 00:58:26.019 hearing could turn into a status conference if 00:58:26.019 --> 00:58:30.199 the debtors so desire. It could turn into some 00:58:30.199 --> 00:58:41.239 other request if the debtors so desire. But I 00:58:41.239 --> 00:58:44.079 will continue it to that time. Mr. Joyce, are 00:58:44.079 --> 00:58:48.840 you available? I am available on the third round, 00:58:49.039 --> 00:58:55.539 yes. And the party should coordinate as to what 00:58:55.539 --> 00:58:58.599 that hearing will look like if it's an evidentiary 00:58:58.599 --> 00:59:23.920 hearing going forward. This one, yes. Okay. I 00:59:23.920 --> 00:59:26.179 think the only other matter that was still pending 00:59:26.179 --> 00:59:29.300 is going forward with the fee application. I 00:59:29.300 --> 00:59:31.579 don't know if your honor has had a chance to 00:59:31.579 --> 00:59:33.340 look at that. We were asked to keep it on the 00:59:33.340 --> 00:59:35.300 docket or on the agenda, excuse me. No, I was 00:59:35.300 --> 00:59:38.199 going to look at it yesterday, but then I found 00:59:38.199 --> 00:59:41.260 out these were contested, and so my time went 00:59:41.260 --> 00:59:44.440 towards that. So unfortunately, no, I did not 00:59:44.440 --> 00:59:46.079 have the time to look at that. How would you 00:59:46.079 --> 00:59:51.110 like us to handle it? It will not be going forward 00:59:51.110 --> 00:59:54.190 on the 3rd, but I will review the applications 00:59:54.190 --> 00:59:55.690 and let you know if I have any questions.