WEBVTT

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For the record, your honor, Alison Milky with

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young Conway on behalf of the debtors with permission

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of the court. This morning's hearing has been

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for the sale of the debtors, the marine land

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assets has been adjourned to Wednesday, November

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12th at 10 a .m. And just as a administrative

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matter, we didn't want to have confusing agendas.

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So we'll file an additional agenda after the

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status conference is over with the zoom information

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and the other attendance information after the

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status conference. We are here to provide Your

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Honor with the status of the matter and an overview

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of the events that have occurred since we last

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appeared before you on October 27th. We heard

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Your Honor's comments at the last hearing, and

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it should be noted even though we had been responding

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to various members of the coalition in advance

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of that hearing, we did have the opportunity

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to engage with Mr. Joyce, who was retained by

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a company called Number One Apex Association

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LLC, which was retained by the Rubles. That has

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been extremely helpful, Your Honor. We were able

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to connect with him on extensively over several

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occasions. After the hearing, we provided Mr.

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Joyce with a packet of information about the

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cases, the history of the cell process and his

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client's involvement, a form APA for Marineland

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as a growing concerns, the bidding procedures,

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and a specific list of items that we would need

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to see as part of a bid package in order to identify

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a bid as qualified. We explained to Mr. Joyce

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that if the coalition wished to have additional

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time to submit a bid for the marine land assets,

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then the debtors would extend the bid deadline

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for the coalition to October 31, 2025. On October

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30th, Mr. Joyce reached out, explained that his

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clients needed some additional time to submit

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a bid package, and the debtors agreed to further

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adjourn the bid deadline to November 3rd, 2025.

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During that time, we did have extensive conversations

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with Mr. Joyce. November 3rd came and went. We

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did not receive a bid from Apex or other members

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of the coalition at that time. We understood

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from discussions with Mr. Joyce that APEX and

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the members of the coalition had been working

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with various individuals to try to submit a bid

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and to get the paperwork and funding required

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to submit a bid, but had met some significant

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challenges. And it was unclear whether the coalition

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could or would be able to get a bid together.

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So we proceeded to submit our replies and a proposed

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order. And then late on the evening of Thursday,

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November 6th, last week, Apex submitted a bid

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to the debtors for marine land as a going concern.

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The bid package consisted of a markup of a form

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APA that we had provided to Apex, a budget, and

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copies of certain account statements to demonstrate

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sufficient funds for the purchase price. The

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debtors had additional questions about the bid

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submission, including with respect to various

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regulatory issues. And Council for the Debtors

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and Mr. Joyce extensively discussed the terms

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of the proposal and how it would work in practice.

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Thereafter, on Friday and through the weekend,

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the debtors, their advisors and council, the

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lenders and their council met numerous times

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and also discussed with council for the UCC to

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assess the economics of the proposal. which included

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an analysis of the net proceeds that the estates

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would realize as a result of closing on either

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transaction. After comparing the economics of

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the proposal submitted by Delightful Development

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and also from Apex, the debtors determined that

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the Apex bid, which provided for 6 .5 million

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in cash, assumption of all contracts, retention

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of employees, and no contingencies, would allow

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the debtors to realize significant cost savings

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for various things, wind down costs, the savings

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resulting from the legal fees associated with

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documenting transfer agreements, et cetera. Given

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that cost savings, the debtors, financial advisors

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put together a comparison and determined that

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the bids would result in essentially equivalent

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value of both bids, with the Apex bid coming

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ahead very slightly. With that development, we

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spent the weekend finalizing an APA with APEX,

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and it's now in a form that the debtors would

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deem acceptable. It has been executed and submitted

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to the debtors this morning, and the debtors

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have deemed it a qualified bid. We should note

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that the debtors are hesitant to disrupt the

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sell process. We've extensively considered the

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available alternatives. And we've determined

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that the best possible path forward for maximizing

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value and to ensure a thorough process is to

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reopen the auction and proceed with additional

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bidding. So that is how we would proceed, Your

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Honor. We have contacted the participating bidders,

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which includes the backup bidder as well, Hudson

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Companies LLC, which submitted a bid for $7 .05

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million. And it has indicated that it may participate.

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Along with delightful development, its bid at

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$7 .1 million and then the Apex Association bid

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at $6 .5 million plus all of the other added

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cost saving benefits. We have a transcriber available.

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The debtors are prepared and ready to go forward.

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All parties have received links for the auction,

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which will be held by Zoom. In terms of auction

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process, the bidding procedures will continue

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to govern. The bid increments will remain the

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same. to account for the additional value provided

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to the estate. And again, because the bids are

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almost neck and neck, that's a fairly simple

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and straightforward process. So we expect it

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to be a relatively straightforward auction. We

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anticipate meeting with each bidder before the

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auction commences to provide the overview of

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how the value is breaking down so that all parties

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are aware of. with the debtors and the bidders

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to be able to close promptly, given liquidity

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challenges. And both the bids are scheduled to

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close currently during the first week of December.

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That's an important point, and it's both a process

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point and a substantive point. We raised it in

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our replies, and I think that you'll hear from

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Mr. Keenan, who's here on behalf of the lenders

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today, that this process, it's important that

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this process proceed efficiently and promptly.

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The debtors will need cell proceeds in order

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to continue to operate. It's not expected that

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there will be additional debt funding. So we

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need both this process and the Mexican asset

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cell process to continue without delay so that

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we can realize those cell proceeds and finalize

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the cases. Once the best bid has been selected

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after the auction today, we are prepared to come

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before you on Wednesday for approval. That will

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be an evidentiary hearing. assuming that Your

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Honor can accommodate that. We anticipate that

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with the additional process that has been provided,

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the debtor's substantial engagement with all

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parties and various conversations with parties

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that the Wednesday hearing will hopefully be

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more streamlined. In addition, as part of finalizing

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APEX's bid and understanding and realizing the

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value proposition that it presented, Apex, Felicia

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Cook, the Rubels, and Mr. Kaswitz, I understand,

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have all agreed to withdraw an objection to the

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theater of the sea sail, which we also anticipate

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to go forward on Wednesday as well. With that

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in mind, I'll pause to answer any questions that

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you may have. Firstly, note holders and DIP lenders,

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namely, Prudential Insurance Company of America,

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Prudential Legacy Insurance Company of New Jersey,

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Cigna Health, and Life Insurance Company. Your

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Honor, we haven't had occasion to come to the

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podium too much yet in this case, and that's

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because I think that from the lender's perspective,

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things were proceeding as best as they could

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under the circumstances. But the lenders are

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becoming increasingly concerned about the financial

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state of this case, and we just want to make

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sure that we sort of sound the alarms early and

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often so that none of the stakeholders are surprised

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by any events that might transpire a few months

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down the road. First off, Your Honor, in terms

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of the item... The DIP lenders do support that.

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I will say that they support that somewhat reluctantly,

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and there's two reasons for that. The first is

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that the reopening of the auction was premised,

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I think, based on Keen Realty and Green Hill

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treating this bidding group unfairly. I think

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if Your Honor has taken the opportunity to read

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the debtor's very detailed response and the bankers'

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interactions with this group... fair mischaracterization,

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and I would less like to take a moment to compliment

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the work that Keen Realty and Green Hill are

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doing in this case. This is a very difficult

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case with an unusual collateral package, and

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I think they're really doing a yeoman's job of

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the work thus far. The second reason... The DIP

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lenders put funded $107 million pre -petition,

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I think almost six years ago at this point. And

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there is second lien debt to the tune of about

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$100 million as well. The pre -petition first

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lien and second lien debt is over $220 million.

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Just to rehash it very quickly, the interim dip

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loan back in April was $8 million. An additional

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$10 million was provided in June to bring it

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up to $18 million. And then in September, just

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a short while ago, the dip loan was upsized again

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by $25 million. The amount of the dip loan now

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stands at $43 million. That's in new money. funded

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indebtedness was about a hundred million dollars

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has already funded a 43 million dollar dip loan

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personally i don't know that i've ever seen a

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dip loan that high in terms of the percentage

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of the pre -petition debt and they've done that

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for several reasons right first and foremost

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like any pre -petition lender they want to protect

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their collateral they want to preserve going

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concern value so that they can stabilize the

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situation Previously, a lot of these parks are,

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let's call it cash flow neutral. A lot of this

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money is going to professional fees, and there's

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a reason for that, and his name is Mr. Al Gore.

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From the very beginning of the case, Mr. Al Gore

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did everything he possibly could to thwart the

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sale process and to thwart... On the outset of

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the case, he committed numerous agreed -to -stay

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violations to the point of actual armed takeovers

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of the corporate headquarters, to the point of,

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I think as the debtor reported at the last hearing,

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an armed takeover of one of the parks in Mexico.

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And in doing so, he also thwarted... This is

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to say that the $43 million diploma, which is

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where we're at right now, was not something that

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was anticipated at the beginning of this case.

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It's certainly not the fault of any of the debtors

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professionals, the CRO, the... Here's that. so

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that this estate can live to fight another day

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and finish selling the parts of Mexico and Caribbean

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in January and February. I am very concerned

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about the ability of Apex to close. Just the

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way this whole thing has transpired as the DIP

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lenders, we have consultation rights. We've seen

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all the packages that came in in various different

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forms. I've seen the evidence of wherewithal.

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It is not what you typically see in these situations.

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I am very concerned about their ability to close.

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close and I'll stop here in a moment but what

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I just want to preview for you is what you might

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hear on Wednesday which is that when it comes

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to 363 sales as we all know the debtors must

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use their sound exercise of their own business

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judgment to determine which is the highest and

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best offer highest is simple the bankers can

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create a spreadsheet In this case, it's not just

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a dollars for dollars comparison because there

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is a cost to winding down the park and relocating

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the animals in the event of a sale to Delightful,

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the real estate developer. And that cost arguably

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doesn't exist if you sell to the Apex Group,

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right? But it's not just about highest, it's

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highest and best. And in the circumstances of

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this case, where we are at this point in time,

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best also means certainty of closing and timing

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of closing. Closing at the end of December is

00:16:52.379 --> 00:16:55.720
going to be a disaster in this case. And so what

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we need is a deal that is the highest but also

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the best in terms of wherewithal ability to close

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and all that. So we'll continue to monitor the

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auction this afternoon. We'll continue to vet

00:17:10.460 --> 00:17:13.779
the apex bid. But I just want to make sure that

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this court understands that we have a lot of

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concerns about the liquidity of the case. Good

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morning, Your Honor. Mike Joyce for number one,

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Apex Association. Your Honor, first to start,

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I just wanted to confirm for the record that

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after communication with the debtors, their professionals

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and having a better understanding of the theater

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of the C bid and also in further, or I'm sorry,

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the theater of the C transaction, and also in

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furtherance of the Apex bid, Your Honor, we have

00:18:04.210 --> 00:18:07.309
agreed to withdraw any objection to that transaction.

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And Your Honor, I just wanted to quickly respond

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to the lender's comments. We would acknowledge,

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Your Honor, the rubles, the principles of Apex,

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They are not commercial parties who typically

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engage in bank 363 sales, your honor. So we would

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acknowledge that getting here today was somewhat

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of a bumpy road. It was done with a lot of work

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by the rubles and the individuals that are helping

00:18:40.940 --> 00:18:44.660
them along with the debtors. And the rubles look

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forward to this afternoon, your honor. have the

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ability to close, and we hope we're in court

00:18:51.440 --> 00:18:54.359
on Wednesday seeking approval on an asset sale

00:18:54.359 --> 00:19:28.549
to Apex. processes it unfolded. As Mr. Joyce

00:19:28.549 --> 00:19:31.170
indicated, his clients are not commercial players

00:19:31.170 --> 00:19:35.930
in this field and so it obviously created some

00:19:35.930 --> 00:19:47.130
challenges. But I will grant the debtor's request

00:19:47.130 --> 00:19:50.170
to reopen the auction. which I understand is

00:19:50.170 --> 00:19:52.890
taking place this afternoon by Zoom. All parties

00:19:52.890 --> 00:20:00.089
are aware, including particularly the two, the

00:20:00.089 --> 00:20:02.089
successful debtors choice of successful bidder

00:20:02.089 --> 00:20:07.869
and backup bidder, and as well as the APEX bid.

00:20:08.569 --> 00:20:12.829
And yes, I am available for an evidentiary hearing

00:20:12.829 --> 00:20:27.299
on the 12th at 10. And at that time the debtors

00:20:27.299 --> 00:20:29.579
will present to me what they have determined

00:20:29.579 --> 00:20:32.619
in their business judgment to be the best and

00:20:32.619 --> 00:20:38.559
highest bidder considering all of the economic

00:20:38.559 --> 00:20:41.799
and other considerations that the debtor considers

00:20:41.799 --> 00:20:52.259
and I will do my job. And then I do understand

00:20:52.259 --> 00:21:01.400
that the sale of. The three dolphins. So like

00:21:01.400 --> 00:21:08.160
a pre and Sandy will also go forward. On. Wednesday

00:21:08.160 --> 00:21:10.779
and I understand that is unopposed at this point.

00:21:12.579 --> 00:21:16.920
By the individuals noted yes. By the individuals

00:21:16.920 --> 00:21:23.079
noted yes by the individuals noted. little fluid

00:21:23.079 --> 00:21:30.480
okay okay very good anything else for today okay

00:21:30.480 --> 00:21:32.180
thank you we're adjourned