WEBVTT 00:00:19.120 --> 00:00:21.359 set aside for the debtor's sale of their marine 00:00:21.359 --> 00:00:24.579 land assets located in Florida. In particular, 00:00:24.820 --> 00:00:27.219 the debtors are seeking approval of the sale 00:00:27.219 --> 00:00:29.899 of their business at the Marine Land Dolphin 00:00:29.899 --> 00:00:33.320 Adventure Facility as a going concern. And the 00:00:33.320 --> 00:00:35.100 debtors are seeking approval of the transfer 00:00:35.100 --> 00:00:37.659 of three dolphins from the Marine Land Facility 00:00:37.659 --> 00:00:40.840 to Theater of the Sea, which is an educational 00:00:40.840 --> 00:00:47.939 marine park also located in Florida. When we 00:00:47.939 --> 00:00:49.840 were last before you on Monday, Your Honor, the 00:00:49.840 --> 00:00:52.240 court approved the debtor's request to reopen 00:00:52.240 --> 00:00:55.020 the auction for the sale of marine land because 00:00:55.020 --> 00:00:57.640 the debtors have received a bid that would provide 00:00:57.640 --> 00:01:00.960 slightly higher value from the marine land assets 00:01:00.960 --> 00:01:04.780 than the then designated successful bid that 00:01:04.780 --> 00:01:06.760 had been submitted by Delightful Development. 00:01:08.439 --> 00:01:10.680 Specifically, Delightful Development had submitted 00:01:10.680 --> 00:01:13.599 a bid for $7 .1 million in cash for the real 00:01:13.599 --> 00:01:18.579 property associated with the facility. LLC had 00:01:18.579 --> 00:01:22.459 submitted a bid for $6 .5 million in cash, assumption 00:01:22.459 --> 00:01:26.120 of liabilities, assumption of contracts, and 00:01:26.120 --> 00:01:29.040 employment to the debtors' employees. That bid 00:01:29.040 --> 00:01:32.000 provided the debtors with approximately $635 00:01:32.000 --> 00:01:36.260 ,000 in cost savings, which provided the debtors 00:01:36.260 --> 00:01:41.019 with slightly over $7 .1 million in value. The 00:01:41.019 --> 00:01:43.319 parties proceeded to an auction on Monday afternoon, 00:01:43.700 --> 00:01:46.120 at which no other parties decided to bid further. 00:01:46.929 --> 00:01:49.810 Therefore, Apex Association was designated the 00:01:49.810 --> 00:01:52.590 highest bid. We filed a notice of successful 00:01:52.590 --> 00:01:55.069 bid on the docket yesterday at docket number 00:01:55.069 --> 00:02:00.390 729. The debtors also filed a conformed sale 00:02:00.390 --> 00:02:03.030 order on the docket yesterday at docket number 00:02:03.030 --> 00:02:06.709 731. The debtors are prepared to go forward today 00:02:06.709 --> 00:02:08.650 with the sale of marine land as a going concern 00:02:08.650 --> 00:02:12.830 to Apex Association. If it pleases the court, 00:02:12.990 --> 00:02:15.990 I will begin with an evidentiary record. We have 00:02:15.990 --> 00:02:19.750 five witnesses today. We have Mr. Boardman, Mr. 00:02:19.849 --> 00:02:24.069 Mletchko, Mr. Wagstaff, Mr. Rubel, and Mr. Jackson. 00:02:24.870 --> 00:02:27.490 With the court's permission, Mr. Rubel and Mr. 00:02:27.729 --> 00:02:32.509 Jackson are appearing via Zoom. The debtors have 00:02:32.509 --> 00:02:35.610 filed six corresponding declarations at docket 00:02:35.610 --> 00:02:47.590 numbers 633 -703 -705 -706 -707. and 727. Your 00:02:47.590 --> 00:02:49.129 honor, if I may approach, we have all of our 00:02:49.129 --> 00:02:50.770 exhibits today in the binder. I can just sit. 00:02:51.669 --> 00:03:05.530 Yes, thank you. Mr. Jackson's declaration is 00:03:05.530 --> 00:03:12.229 DACA number 633. Mr. Boardwins is 703. Mr. Malachkos 00:03:12.229 --> 00:03:17.259 is 705. Mr. Wagstaff has two declarations at 00:03:17.259 --> 00:03:22.060 706 and 707. And Mr. Rubel's declaration is at 00:03:22.060 --> 00:03:27.379 727. Mr. Rubel is the successful bidder for the 00:03:27.379 --> 00:03:31.180 Marineland transaction. Mr. Jackson is the successful 00:03:31.180 --> 00:03:33.000 bidder for the Theater of the Sea transaction. 00:03:34.300 --> 00:03:36.759 Mr. Boardwin is with Keen Summit, and he is the 00:03:36.759 --> 00:03:40.319 debtor's real estate broker. Mr. Malechko is 00:03:40.319 --> 00:03:42.620 with Green Hill, which is the debtor's investment 00:03:42.620 --> 00:03:49.639 banker. Mr. Wagstaff is the debtor's CRO. I believe 00:03:49.639 --> 00:03:51.659 that the exhibits that we're submitting today 00:03:51.659 --> 00:03:54.379 are being or seeking to have them admitted and 00:03:54.379 --> 00:03:57.180 I believe that they are uncontested at this time. 00:03:57.719 --> 00:04:00.460 We would ask that those be admitted as the direct 00:04:00.460 --> 00:04:04.319 testimony in support of the sales. Does anyone 00:04:04.319 --> 00:04:09.840 object to any of the declarations that Council 00:04:09.840 --> 00:04:22.509 has asked to be admitted into evidence? which 00:04:22.509 --> 00:04:30.149 are found at dockets number 466, 471, 495, 498, 00:04:30.750 --> 00:04:36.569 527, 533, and 581 admitted. And those are also 00:04:36.569 --> 00:04:38.470 included in the exhibit binder you provided. 00:04:40.569 --> 00:04:43.949 Are there any objections to those declarations 00:04:43.949 --> 00:04:47.449 which I understand are certificates of service 00:04:47.449 --> 00:04:56.879 that Council has listed? Also, Your Honor, we 00:04:56.879 --> 00:04:59.519 have a few additional exhibits. There's a DIP 00:04:59.519 --> 00:05:01.660 budget and the underlying purchase agreements 00:05:01.660 --> 00:05:04.360 that are included in the binder as well. Just 00:05:04.360 --> 00:05:06.740 to cover all the bases, we ask that all of the 00:05:06.740 --> 00:05:08.579 exhibits that be submitted with that binder be 00:05:08.579 --> 00:05:12.579 admitted into evidence. Well, let's walk through 00:05:12.579 --> 00:05:15.980 them so that parties know what they are. Aside 00:05:15.980 --> 00:05:29.149 from the declarations... It'll be easier to say 00:05:29.149 --> 00:05:31.069 what's not in here that isn't a declaration, 00:05:31.269 --> 00:05:35.550 because it's primarily the declarations. 2A is 00:05:35.550 --> 00:05:38.170 the Jacobi letter of intent, which is attached 00:05:38.170 --> 00:05:58.579 to one of the declarations. the asset purchase 00:05:58.579 --> 00:06:02.220 agreement for the backup bid. Eight is the transfer 00:06:02.220 --> 00:06:05.740 agreement to theater of the seat. Nine is the 00:06:05.740 --> 00:06:10.600 dip budget that goes through January 4th. The 00:06:10.600 --> 00:06:13.540 rest are certificates of service. Not that it 00:06:13.540 --> 00:06:15.680 needs to be in here, but there's a bid procedures 00:06:15.680 --> 00:06:33.449 order as well. Objections to any of those exhibits 00:06:33.449 --> 00:06:39.209 coming into evidence. I hear none, they're admitted. 00:06:39.629 --> 00:06:41.709 Thank you, Your Honor. I'll briefly pause here. 00:06:41.870 --> 00:06:43.750 Your Honor, my colleague Mr. Nyberg would like 00:06:43.750 --> 00:06:46.149 to proffer the supplemental testimony of Mr. 00:06:46.389 --> 00:06:48.449 Wagstaff, which will cover the reopening of the 00:06:48.449 --> 00:06:51.170 auction on Monday. Okay, I will permit that and 00:06:51.170 --> 00:06:56.649 then I will also afterwards ask if there is any 00:06:56.649 --> 00:07:00.110 cross -examination of any of the witnesses. Either 00:07:00.110 --> 00:07:04.069 the declarants or Mr. Wax. Thank you. Mr. Nyberg. 00:07:05.949 --> 00:07:07.769 Morning, Your Honor. Michael Nyberg, premium 00:07:07.769 --> 00:07:11.810 Conaway on behalf of the debtors. My reading 00:07:11.810 --> 00:07:16.209 goggles on. Your Honor, thank you. With call 00:07:16.209 --> 00:07:18.709 to testify, Mr. Wax staff would testify that 00:07:18.709 --> 00:07:21.750 since the October 27th hearing, debtors brought 00:07:21.750 --> 00:07:24.410 counsel for Apex up to speed on the sale process, 00:07:24.610 --> 00:07:27.410 bidding procedures, and necessary documentation 00:07:27.410 --> 00:07:30.000 required for a going concern sale. of the marine 00:07:30.000 --> 00:07:33.360 land property. Apex requested when their debtors 00:07:33.360 --> 00:07:35.920 granted extensions to the bid deadlines and late 00:07:35.920 --> 00:07:38.779 in the evening of Thursday, November 6, Apex 00:07:38.779 --> 00:07:41.279 submitted a going concern bid in the amount of 00:07:41.279 --> 00:07:44.939 $6 .5 million. The bid package received from 00:07:44.939 --> 00:07:48.360 Apex consisted of a markup of the form APA that 00:07:48.360 --> 00:07:51.540 the debtors had provided, a budget, and copies 00:07:51.540 --> 00:07:53.600 of certain account statements to demonstrate 00:07:53.600 --> 00:07:57.089 sufficient funds for the purchase price. Mr. 00:07:57.189 --> 00:07:59.370 Weichstaff would also testify that between November 00:07:59.370 --> 00:08:03.029 7 and November 9, the debtors' advisors engaged 00:08:03.029 --> 00:08:05.730 in multiple extensive discussion with APEX's 00:08:05.730 --> 00:08:07.649 council regarding the terms of the proposal. 00:08:08.689 --> 00:08:11.910 The debtors, their advisors, and council also 00:08:11.910 --> 00:08:14.670 met numerous times between November 6 and November 00:08:14.670 --> 00:08:17.769 9 with the lenders and their council and council 00:08:17.769 --> 00:08:24.300 for the committee to assess the APEX bid. Mr. 00:08:24.459 --> 00:08:26.959 Waxf would further testify that the debtors determined 00:08:26.959 --> 00:08:30.079 that the APEX going concern bid, which provided 00:08:30.079 --> 00:08:33.980 for $6 .5 million in cash, assumption of all 00:08:33.980 --> 00:08:37.279 contracts, retention of substantially all employees, 00:08:37.759 --> 00:08:40.539 and no contingencies to closing, would allow 00:08:40.539 --> 00:08:43.460 the debtors to realize significant administrative 00:08:43.460 --> 00:08:48.360 cost savings of approximately $635 ,000 as compared 00:08:48.360 --> 00:08:51.019 to the delightful development real property bid. 00:08:52.139 --> 00:08:54.879 And while the Apex bid was for $6 .5 million 00:08:54.879 --> 00:08:57.200 in cash as compared to Delightful Development's 00:08:57.200 --> 00:09:00.980 $7 .1 million cash offer, the debtors determined 00:09:00.980 --> 00:09:04.259 that the Apex Going Concern bid provided greater 00:09:04.259 --> 00:09:06.759 overall value to the estates through the combination 00:09:06.759 --> 00:09:10.779 of cash plus avoided costs. Mr. Wagstaff would 00:09:10.779 --> 00:09:13.340 testify that the debtors worked with Apex and 00:09:13.340 --> 00:09:17.340 its council to finalize the APA, and Apex submitted 00:09:17.340 --> 00:09:20.440 an executed version of the APA to the debtors. 00:09:30.320 --> 00:09:33.100 considered the alternatives. After consulting 00:09:33.100 --> 00:09:35.740 with the consultation parties, the debtors determined 00:09:35.740 --> 00:09:38.139 that the best path forward for maximizing value 00:09:38.139 --> 00:09:41.539 and to ensure a thorough process was to reopen 00:09:41.539 --> 00:09:45.120 the auction. Mr. Wagstaff would then testify 00:09:45.120 --> 00:09:47.639 that after the November 10 status conference 00:09:47.639 --> 00:09:50.799 before the court, the debtors assembled the participating 00:09:50.799 --> 00:09:53.840 bidders, Hudson Companies, Delightful Development, 00:09:54.059 --> 00:09:57.539 and Apex, and the auction was reopened. Before 00:09:57.539 --> 00:09:59.909 the auction was formally commenced, The debtors 00:09:59.909 --> 00:10:02.309 advised the bidding parties that the APEX bid 00:10:02.309 --> 00:10:05.070 was the current highest and best offer, inviting 00:10:05.070 --> 00:10:08.669 the parties to submit competing bids. At the 00:10:08.669 --> 00:10:10.950 auction, the debtors advised the bidders as to 00:10:10.950 --> 00:10:13.570 the terms of the bidding procedures and how the 00:10:13.570 --> 00:10:15.470 debtors would value the different bids received 00:10:15.470 --> 00:10:18.649 by the parties in terms of overall consideration 00:10:18.649 --> 00:10:22.309 to these dates. Mr. Wagstaff would testify that 00:10:22.309 --> 00:10:24.909 Hudson and Delightful Development both declined 00:10:24.909 --> 00:10:29.320 to spend an additional bid. Delightful Development 00:10:29.320 --> 00:10:31.519 confirmed for the record that it shall be considered 00:10:31.519 --> 00:10:34.200 the backup bidder, and Hudson confirmed it shall 00:10:34.200 --> 00:10:37.740 be considered the backup, backup bidder. Finally, 00:10:37.940 --> 00:10:39.820 Mr. Wagstaff would testify that the Marineland 00:10:39.820 --> 00:10:42.759 sale and the three Dolphins being sold to Theodor 00:10:42.759 --> 00:10:45.500 Sieg is critical to the debtor's ability to continue 00:10:45.500 --> 00:10:48.320 these Chapter 11 cases given the current dip 00:10:48.320 --> 00:10:51.200 budget and financial circumstances of the debtors. 00:10:51.860 --> 00:10:54.440 In particular, the early December close date 00:10:54.440 --> 00:10:57.309 was the material term of the Apex deal. that 00:10:57.309 --> 00:10:59.730 will allow the debtors to manage liquidity. The 00:10:59.730 --> 00:11:02.269 proceeds from these sales are necessary to satisfy 00:11:02.269 --> 00:11:04.789 the debtor's immediate cash needs through the 00:11:04.789 --> 00:11:11.250 end of 2025. That concludes the proffer to supplement 00:11:11.250 --> 00:11:13.470 Mr. Wagstaff's declaration testimony, Your Honor. 00:11:13.750 --> 00:11:18.649 Thank you. I will accept that as his proffer. 00:11:19.149 --> 00:11:21.690 Does anyone wish to cross -examine Mr. Wagstaff? 00:11:26.570 --> 00:11:42.429 Does anyone wish to cross examine Mr. Lesko? 00:11:46.929 --> 00:11:50.549 Does anyone wish to cross examine Mr. Lesko? 00:11:54.059 --> 00:12:02.700 to cross examine Mr. Jackson. Does anyone wish 00:12:02.700 --> 00:12:13.379 to cross examine Mr. Rubel? I hear no one. May 00:12:13.379 --> 00:12:20.039 continue. I'll try to avoid repetition from prior 00:12:20.039 --> 00:12:21.700 hearings, Your Honor, but there is a little bit 00:12:21.700 --> 00:12:24.690 of overlap on the marketing process. So hopefully 00:12:24.690 --> 00:12:28.750 I can establish that quickly and we can get to 00:12:28.750 --> 00:12:32.769 today's event. As this court well knows, the 00:12:32.769 --> 00:12:36.470 debtors began these cases with significant liquidity 00:12:36.470 --> 00:12:38.850 challenges. Let me ask this question, I'm sorry, 00:12:39.029 --> 00:12:41.230 before you go on. Is this the beginning of your 00:12:41.230 --> 00:12:45.730 argument? Well, yes, Your Honor. Okay. Let me 00:12:45.730 --> 00:12:48.769 ask if there's any objecting party that has any 00:12:48.769 --> 00:12:55.980 evidence that they want to present. I hear no 00:12:55.980 --> 00:12:58.879 one. The evidentiary record is closed. Thank 00:12:58.879 --> 00:13:02.240 you, Your Honor. So the debtors began these cases 00:13:02.240 --> 00:13:05.720 in a tough position. They had significant liquidity 00:13:05.720 --> 00:13:09.559 challenges and substantial obligations to their 00:13:09.559 --> 00:13:11.639 business and their employees, their animals, 00:13:11.639 --> 00:13:15.240 etc. The debtors initially focused on obtaining 00:13:15.240 --> 00:13:18.740 necessary post -petition financing. Ultimately, 00:13:18.820 --> 00:13:20.779 that was approved in the amount of $43 million 00:13:20.779 --> 00:13:23.200 in new money, as Mr. Keenan discussed on Monday. 00:13:24.490 --> 00:13:27.190 After engaging in a substantial amount of litigation 00:13:27.190 --> 00:13:30.009 over governance and other issues, the debtors 00:13:30.009 --> 00:13:32.029 stabilized their operations and then commenced 00:13:32.029 --> 00:13:34.070 a sale and marketing process, which began in 00:13:34.070 --> 00:13:37.330 earnest in July. The debtors' investment banker 00:13:37.330 --> 00:13:40.649 and real estate broker Greenhill and Keen Summit, 00:13:40.909 --> 00:13:43.309 respectively, conducted the marketing of the 00:13:43.309 --> 00:13:46.610 Florida assets. The Marineland facility itself 00:13:46.610 --> 00:13:49.830 was marketed as a joint effort between Keen and 00:13:49.830 --> 00:13:52.389 Greenhill, both as a going concern sale and a 00:13:52.389 --> 00:13:56.179 real property sale. The bid and objection deadlines 00:13:56.179 --> 00:13:58.840 for the other Florida assets, which included 00:13:58.840 --> 00:14:02.840 marine land, was established as October 6th. 00:14:03.200 --> 00:14:06.639 The auction was scheduled for October 13th, and 00:14:06.639 --> 00:14:08.600 the deadline to object to conduct of the auction 00:14:08.600 --> 00:14:13.559 was established as October 16th. The bid procedures 00:14:13.559 --> 00:14:16.159 order, including the bid procedures, were served 00:14:16.159 --> 00:14:18.500 on the notice parties identified in the bid procedures 00:14:18.500 --> 00:14:21.320 order, which included the entire creditor matrix, 00:14:22.019 --> 00:14:24.789 contract counterparties, anyone expressing an 00:14:24.789 --> 00:14:27.730 interest in the assets and all of the regulatory 00:14:27.730 --> 00:14:30.789 and governmental authorities implicated by the 00:14:30.789 --> 00:14:34.169 damage operations. The Keen and the Greenhill 00:14:34.169 --> 00:14:36.950 teams created and refined marketing materials 00:14:36.950 --> 00:14:39.509 for the assets, which included a confidential 00:14:39.509 --> 00:14:42.549 information memorandum, which was provided to 00:14:42.549 --> 00:14:46.350 any interested party. The Keen team, in addition, 00:14:46.610 --> 00:14:49.169 coordinated drone and other exterior photography, 00:14:49.289 --> 00:14:51.549 which was used for the marketing materials and 00:14:51.549 --> 00:14:54.629 the property listings. Those materials were sent 00:14:54.629 --> 00:14:57.190 directly to strategic buyers, both regionally 00:14:57.190 --> 00:15:00.990 and Florida and nationally. The Keen team published 00:15:00.990 --> 00:15:03.629 print advertisements of the sales in the Miami 00:15:03.629 --> 00:15:06.230 Herald and various regional news publications. 00:15:07.450 --> 00:15:10.230 In addition, electronic marketing materials were 00:15:10.230 --> 00:15:13.289 circulated via digital advertisements, internet 00:15:13.289 --> 00:15:18.090 listings, and industry publications. Keen also 00:15:18.090 --> 00:15:20.889 coordinated a... mass email publication to more 00:15:20.889 --> 00:15:24.289 than 20 ,000 contacts in Keen's proprietary database 00:15:24.289 --> 00:15:27.370 and using certain specialty commercial real estate 00:15:27.370 --> 00:15:32.070 software. So these substantial efforts led to 00:15:32.070 --> 00:15:34.649 significant engagement with various parties and 00:15:34.649 --> 00:15:38.009 interests. Those stats, the debtors were able 00:15:38.009 --> 00:15:40.669 to track the views of the electronic marketing 00:15:40.669 --> 00:15:45.169 materials. The materials received tens of thousands 00:15:45.169 --> 00:15:50.629 of views. executed confidentiality agreements 00:15:50.629 --> 00:15:53.590 to access the virtual data room and conduct due 00:15:53.590 --> 00:15:56.250 diligence. And the Keen and the Green Hill teams 00:15:56.250 --> 00:15:59.029 engaged extensively with parties regarding various 00:15:59.029 --> 00:16:01.250 aspects of the case and the proposed transactions. 00:16:03.190 --> 00:16:05.690 Leading up to the bid deadline to establish a 00:16:05.690 --> 00:16:08.350 baseline bid from Marineland at the auction and 00:16:08.350 --> 00:16:10.490 in consultation with the consultation parties, 00:16:10.549 --> 00:16:12.289 which in this case are the committee and the 00:16:12.289 --> 00:16:14.750 lenders, the debtor selected a stocking horse 00:16:14.750 --> 00:16:17.610 bid for the real property associated with Marineland. 00:16:19.049 --> 00:16:22.870 of 3 .5 million. Thereafter, the debtors received 00:16:22.870 --> 00:16:25.389 bids for the real property in excess of the starting 00:16:25.389 --> 00:16:29.190 course bid, and the sale proceeded to an auction. 00:16:30.830 --> 00:16:33.470 On the eve of the auction, about four days after 00:16:33.470 --> 00:16:36.649 the bid deadline, the debtors received a nonbinding 00:16:36.649 --> 00:16:38.909 letter of intent from John and Barbara Ruble 00:16:38.909 --> 00:16:43.409 for Marineland as a going concern. At that time, 00:16:43.490 --> 00:16:45.389 the debtors reviewed and considered the letter 00:16:45.389 --> 00:16:53.110 of intent submit a qualified bid. Ultimately, 00:16:53.309 --> 00:16:55.309 the rubles at that time, who were working with 00:16:55.309 --> 00:16:57.730 a few other individuals, were unable to submit 00:16:57.730 --> 00:17:01.470 a qualified bid in advance of that auction. Therefore, 00:17:01.590 --> 00:17:03.990 at that time, the debtors proceeded with two 00:17:03.990 --> 00:17:07.049 bidders for the marine land assets. Harold Boardwin, 00:17:07.150 --> 00:17:09.390 who's in the courtroom today with King Summit, 00:17:09.869 --> 00:17:13.769 presided over the auction. The debtors met with 00:17:13.769 --> 00:17:17.369 each party in advance. The bidders had an opportunity 00:17:17.369 --> 00:17:23.400 to answer questions, to have both the auction 00:17:23.400 --> 00:17:25.720 process and the specific bidding procedures. 00:17:27.559 --> 00:17:29.319 Thereafter, the auction began with Marineland 00:17:29.319 --> 00:17:32.940 Property at a starting bid of 3 .7 million, and 00:17:32.940 --> 00:17:36.480 it proceeded in $50 ,000 increments over 34 rounds. 00:17:37.779 --> 00:17:39.819 Delightful Development was identified as the 00:17:39.819 --> 00:17:42.519 successful bidder with a winning bid of 7 .1 00:17:42.519 --> 00:17:46.519 million. Hudson Companies LLC was selected as 00:17:46.519 --> 00:17:49.460 the backup bidder with a bid of 7 .05 million, 00:17:49.480 --> 00:17:55.440 which comprises $6 .98 million in cash, and then 00:17:55.440 --> 00:17:58.680 the $70 ,000 breakup fee as non -cash consideration. 00:18:00.819 --> 00:18:02.559 At that time, the debtors had not received and 00:18:02.559 --> 00:18:04.599 still had not received any other bids for the 00:18:04.599 --> 00:18:07.480 dolphins at Marineland. Theater of the Sea was 00:18:07.480 --> 00:18:09.940 designated a successful bidder for those dolphins. 00:18:11.380 --> 00:18:13.960 Originally, Theater of the Sea proposed to take 00:18:13.960 --> 00:18:17.140 two dolphins, but after discussions with the 00:18:17.140 --> 00:18:19.299 debtors and after viewing the dolphins, Theater 00:18:19.299 --> 00:18:22.289 of the Sea agreed to take three dolphins, which 00:18:22.289 --> 00:18:30.609 comprise two siblings and a mother. I'll get 00:18:30.609 --> 00:18:32.809 to this a little bit more, but I'll just say 00:18:32.809 --> 00:18:35.769 now that Theater of the Sea is an established 00:18:35.769 --> 00:18:39.089 and family -owned and licensed educational marine 00:18:39.089 --> 00:18:43.049 park that's been operating since 1946. It's also 00:18:43.049 --> 00:18:47.640 located in Florida. Its mission is to provide 00:18:47.640 --> 00:18:51.019 homes for animals while inspiring awareness and 00:18:51.019 --> 00:18:53.700 sensitivity toward animals, the environment, 00:18:53.960 --> 00:18:58.740 and conservation issues. It has notably had a 00:18:58.740 --> 00:19:02.519 handler on site at Marineland for weeks. And 00:19:02.519 --> 00:19:05.339 again, it has the requisite permits in place. 00:19:06.200 --> 00:19:08.819 The purpose of having that handler on place is 00:19:08.819 --> 00:19:10.759 to bond with the animals, ensure that there's 00:19:10.759 --> 00:19:13.200 someone there supervising care. I think it's 00:19:13.200 --> 00:19:18.779 pretty clear and demonstrated a significant interest 00:19:18.779 --> 00:19:20.960 in ensuring that the transaction closes timely 00:19:20.960 --> 00:19:23.920 and they're well prepared to transfer the animals. 00:19:26.539 --> 00:19:29.200 So following the conclusion of the initial auction, 00:19:29.339 --> 00:19:31.720 Your Honor, the debtors filed notices of successful 00:19:31.720 --> 00:19:34.779 bidders, proposed sale orders, and executed asset 00:19:34.779 --> 00:19:37.160 purchase agreements, and those can be located 00:19:37.160 --> 00:19:45.420 on the docket at 582 -603 -629 -630 -631 -647. 00:19:50.210 --> 00:19:53.450 To delightful development. However, as your honor 00:19:53.450 --> 00:19:55.609 is aware, the rubles and certain other folks 00:19:55.609 --> 00:19:58.950 objected to the South and asserted that they 00:19:58.950 --> 00:20:01.329 did not have a sufficient opportunity to bid. 00:20:02.150 --> 00:20:06.470 As we sure that you saw in our papers, the debtors 00:20:06.470 --> 00:20:09.849 strenuously disagree with the coalitions position 00:20:09.849 --> 00:20:12.730 on that point. However, the debtors hurt your 00:20:12.730 --> 00:20:16.549 comments and notably the coalition obtained Mr. 00:20:16.630 --> 00:20:19.349 Joyce as counsel, which as I mentioned on Monday 00:20:19.349 --> 00:20:22.460 was. extremely helpful. We discussed with Mr. 00:20:22.579 --> 00:20:25.039 Joyce the status of the sale process, the history 00:20:25.039 --> 00:20:27.839 of his client's efforts, the circumstances of 00:20:27.839 --> 00:20:30.740 the Chapter 11 cases. We provided him with a 00:20:30.740 --> 00:20:33.440 summary of bid requirements, the relevant sale 00:20:33.440 --> 00:20:37.140 pleadings, a form APA for marine land as a going 00:20:37.140 --> 00:20:40.079 concern, which was available to all bidders in 00:20:40.079 --> 00:20:43.380 the data room. We explained that if the coalition 00:20:43.380 --> 00:20:45.700 wished to have additional time to submit a bid, 00:20:45.960 --> 00:20:48.140 for the marine land assets, then the debtors 00:20:48.140 --> 00:20:51.779 would extend the deadline to October 31st. On 00:20:51.779 --> 00:20:54.599 the 30th, Mr. Joyce requested a further extension, 00:20:55.079 --> 00:20:57.859 and the debtors agreed to further adjourn the 00:20:57.859 --> 00:21:02.119 bid deadline for the coalition to November 3rd. 00:21:02.500 --> 00:21:05.720 November 3rd came and went. Without a bid from 00:21:05.720 --> 00:21:09.740 APEX or other members of the coalition, we understood 00:21:09.740 --> 00:21:12.809 from discussions with Mr. Joyce and APEX, that 00:21:12.809 --> 00:21:15.789 the coalition had been working to submit a bid, 00:21:16.269 --> 00:21:18.369 but at that time there were significant challenges 00:21:18.369 --> 00:21:21.650 and it was unclear when or if they would. So 00:21:21.650 --> 00:21:24.529 we proceeded to submit our replies in support 00:21:24.529 --> 00:21:28.829 of the sale, along with proposed orders. On Thursday, 00:21:28.990 --> 00:21:31.769 November 6th, last week, APEC submitted a bid 00:21:31.769 --> 00:21:34.690 to the debtors for marine land as a going concern. 00:21:35.589 --> 00:21:39.069 That bid package, as Mr. Nyberg discussed, consisted 00:21:39.069 --> 00:21:41.190 of a markup of the form APA that the debtors 00:21:41.190 --> 00:21:44.690 had provided APEX, a budget, copies of certain 00:21:44.690 --> 00:21:46.690 account statements to demonstrate sufficient 00:21:46.690 --> 00:21:51.150 funds for the purchase price. The debtors had 00:21:51.150 --> 00:21:52.990 additional questions about the bid submissions, 00:21:53.130 --> 00:21:54.990 including with respect to various regulatory 00:21:54.990 --> 00:21:57.750 issues. And so Council for the Debtors and Mr. 00:21:57.869 --> 00:22:00.529 Joyce extensively discussed the terms of the 00:22:00.529 --> 00:22:05.240 proposal. Thereafter the debtors advisors for 00:22:05.240 --> 00:22:08.400 the debtors advisors the lenders their advisors 00:22:08.400 --> 00:22:12.900 We also discussed with Council for the UCC We 00:22:12.900 --> 00:22:15.619 all met several times on Friday and over the 00:22:15.619 --> 00:22:19.279 weekend To assess the economics of the proposal 00:22:19.279 --> 00:22:22.720 And that included an analysis of the net cash 00:22:22.720 --> 00:22:24.920 proceeds that would be available to the state 00:22:24.920 --> 00:22:27.940 to the estate with respect to each proposed transaction 00:22:32.079 --> 00:22:35.259 the bid submitted by No. 1 Apex Association would 00:22:35.259 --> 00:22:40.559 yield approximately $635 ,000 in non -cash consideration 00:22:40.559 --> 00:22:43.900 to the estate in the form of cash savings associated 00:22:43.900 --> 00:22:46.880 with not having to move animals, not incurring 00:22:46.880 --> 00:22:49.839 fees associated with various wind down issues. 00:22:52.160 --> 00:22:54.259 While the debtors were hesitant, as Mr. Nyberg 00:22:54.259 --> 00:22:57.779 discussed, to disrupt the sale process, the debtors 00:22:57.779 --> 00:23:00.440 extensively considered the available alternatives. 00:23:00.839 --> 00:23:03.440 and determined that the best path forward for 00:23:03.440 --> 00:23:07.160 maximizing value to creditors and to ensure a 00:23:07.160 --> 00:23:09.940 thorough process was to reopen the auction and 00:23:09.940 --> 00:23:13.599 proceed with additional bidding. As I mentioned 00:23:13.599 --> 00:23:15.579 this morning, we reopened the auction on Monday 00:23:15.579 --> 00:23:19.200 afternoon. It proceeded by Zoom. The debtors 00:23:19.200 --> 00:23:21.059 worked with all parties in advance, including 00:23:21.059 --> 00:23:23.200 the backup bidder, to ensure that the parties 00:23:23.200 --> 00:23:26.140 could attend. And the debtors followed the same 00:23:26.140 --> 00:23:28.039 procedures that I previously outlined regarding 00:23:28.039 --> 00:23:38.529 the initial auction. The bidders committed to 00:23:38.529 --> 00:23:40.210 complying with the bidding procedures, and they 00:23:40.210 --> 00:23:42.190 confirmed that they had not engaged in collusion 00:23:42.190 --> 00:23:47.690 or any other improper practices. After reopening 00:23:47.690 --> 00:23:49.410 the auction, the debtors announced the highest 00:23:49.410 --> 00:23:52.690 bid, and no further bidding ensued. Therefore, 00:23:52.789 --> 00:23:54.970 the debtors closed the auction and selected Apex 00:23:54.970 --> 00:23:58.470 as the successful bidder. Delightful development 00:23:58.470 --> 00:24:00.609 and Hudson Companies, as Mr. Nyberg discussed, 00:24:00.710 --> 00:24:04.430 both committed to be backup bidders. So just 00:24:04.430 --> 00:24:06.869 briefly provide some quick overview of the bids. 00:24:07.329 --> 00:24:09.309 They're fairly straightforward. With respect 00:24:09.309 --> 00:24:12.210 to Theater of the Sea, it's a $500 ,000 cash 00:24:12.210 --> 00:24:16.569 bid. Transfer will occur shortly after closing. 00:24:17.289 --> 00:24:19.549 Again, Theater of the Sea is already on site 00:24:19.549 --> 00:24:21.910 and already has all the necessary permits, and 00:24:21.910 --> 00:24:24.630 we would expect the closing to proceed promptly. 00:24:27.309 --> 00:24:29.269 Theater of the Sea is responsible for the transport 00:24:29.269 --> 00:24:32.980 of the animals. That has always been a provision 00:24:32.980 --> 00:24:35.259 of the transfer agreement and the arrangement 00:24:35.259 --> 00:24:37.420 with Theater of the Sea. But we've also made 00:24:37.420 --> 00:24:40.880 that clear in the sale order as well that Theater 00:24:40.880 --> 00:24:42.740 of the Sea will be the party responsible for 00:24:42.740 --> 00:24:46.400 transporting the animals. With respect to marine 00:24:46.400 --> 00:24:48.980 land, there are no contingencies. There are a 00:24:48.980 --> 00:24:52.220 few termination rights to the extent that certain 00:24:52.220 --> 00:24:54.839 governmental approvals are not obtained promptly. 00:24:55.779 --> 00:24:57.799 The closing of the sales are contemplated to 00:24:57.799 --> 00:25:00.640 take place promptly with an outside date of not 00:25:00.640 --> 00:25:03.329 later than December 5th. That was an important 00:25:03.329 --> 00:25:06.109 and material term for the debtors, and as you've 00:25:06.109 --> 00:25:08.269 discussed, there's liquidity challenges here, 00:25:08.269 --> 00:25:09.769 and we need to ensure that there's sufficient 00:25:09.769 --> 00:25:13.609 time for the debtors to, one, obtain and receive 00:25:13.609 --> 00:25:16.390 the sell proceeds, but then if there is any issue 00:25:16.390 --> 00:25:18.789 with closing, that we have sufficient time to 00:25:18.789 --> 00:25:21.609 be able to close on a backup transaction before 00:25:21.609 --> 00:25:25.069 the end of the year. All of the sales are subject 00:25:25.069 --> 00:25:27.809 to a broker fee. Marineland, as I mentioned, 00:25:28.150 --> 00:25:30.250 was jointly marketed, so there's a split fee 00:25:30.250 --> 00:25:33.440 with Green Hill. and in the case of Theater of 00:25:33.440 --> 00:25:39.160 the Sea for Green Hill. Go ahead, excuse me, 00:25:39.200 --> 00:25:41.140 given that the assets are being sold as a going 00:25:41.140 --> 00:25:43.940 concern, the animals at Greenland will, except 00:25:43.940 --> 00:25:45.599 for the three that are moving to Theater of the 00:25:45.599 --> 00:25:50.099 Sea, will remain in place. So that's an overview 00:25:50.099 --> 00:25:53.420 of the bid. Before I move on to sort of the standards 00:25:53.420 --> 00:25:55.039 for sale approval, which I know Your Honor is 00:25:55.039 --> 00:25:56.640 very familiar with, is there any other questions 00:25:56.640 --> 00:25:59.480 that you have about the bid? Yes, I do. What 00:25:59.480 --> 00:26:02.849 contracts are being taken? Do we know at this 00:26:02.849 --> 00:26:06.289 point, I didn't see schedules in what was sent 00:26:06.289 --> 00:26:08.490 over? There's a notice of assumption and assignment 00:26:08.490 --> 00:26:09.849 on the docket, Your Honor, and they're taking 00:26:09.849 --> 00:26:11.950 all of the marine land contracts that are associated 00:26:11.950 --> 00:26:18.250 with that. Okay, and that was sufficiently noticed 00:26:18.250 --> 00:26:21.069 out, so parties have that notice, and are there 00:26:21.069 --> 00:26:25.170 any cure issues? seen your objections on the 00:26:25.170 --> 00:26:27.130 agenda. The only objection that we received and 00:26:27.130 --> 00:26:28.809 wasn't an objection. Really, it was a reservation 00:26:28.809 --> 00:26:32.670 of rights was from the landlord for dolphin connection. 00:26:32.930 --> 00:26:35.269 So a totally different property, totally not 00:26:35.269 --> 00:26:41.690 not a contract that's relevant to the sale. Okay, 00:26:41.690 --> 00:26:43.990 thank you. Well, as your Honorable knows, the 00:26:43.990 --> 00:26:45.950 standard for approval today is whether the debtors 00:26:45.950 --> 00:26:48.250 have demonstrated sound business justification 00:26:48.250 --> 00:26:50.910 that there's been adequate and reasonable notice 00:26:50.910 --> 00:26:53.180 of the sale. that the sale has been proposed 00:26:53.180 --> 00:26:55.279 in good faith, and that the purchase price is 00:26:55.279 --> 00:26:58.680 fair and reasonable. The record establishes all 00:26:58.680 --> 00:27:01.779 of those factors. And as Mr. Wagstaff's testimony 00:27:01.779 --> 00:27:03.680 demonstrates, the debtors are facing liquidity 00:27:03.680 --> 00:27:06.859 challenges that's borne out in the dip budget 00:27:06.859 --> 00:27:08.980 that we have submitted, and they must sell their 00:27:08.980 --> 00:27:11.400 assets to mitigate cost and maximize value for 00:27:11.400 --> 00:27:14.980 creditors. As Mr. Boardman and Mr. Miletschko's 00:27:14.980 --> 00:27:17.200 testimony demonstrates, the debtors ran a thorough 00:27:17.200 --> 00:27:19.579 and public process pursuant to the court's bidding 00:27:19.579 --> 00:27:23.220 procedures. The debtors filed and served all 00:27:23.220 --> 00:27:25.119 of the documents required by the bidding procedures 00:27:25.119 --> 00:27:27.339 to all of the notice parties in these cases, 00:27:27.519 --> 00:27:29.299 which is borne out in the affidavits of service 00:27:29.299 --> 00:27:32.440 that we've submitted. And then finally, Mr. Ruble's 00:27:32.440 --> 00:27:35.059 declaration confirms that the bid was submitted 00:27:35.059 --> 00:27:38.279 in good faith and without collusion. On that 00:27:38.279 --> 00:27:39.799 record, Your Honor, we submit that the approval 00:27:39.799 --> 00:27:41.740 of the sale is in the best interest of all creditors 00:27:41.740 --> 00:27:44.660 and stakeholders, and that the debtors have demonstrated 00:27:44.660 --> 00:27:47.519 sound business judgment in moving forward with 00:27:47.519 --> 00:27:50.490 the sale. So we do ask that the court approve 00:27:50.490 --> 00:27:53.910 this out. I'll note just for the record and to 00:27:53.910 --> 00:27:55.589 kind of go through some of the responses that 00:27:55.589 --> 00:27:57.750 we received. We had previously noted that we 00:27:57.750 --> 00:27:59.549 received an informal response from the Office 00:27:59.549 --> 00:28:02.329 of the United States Trustee. We resolved that 00:28:02.329 --> 00:28:05.089 response with some revision to the proposed sale 00:28:05.089 --> 00:28:09.569 order. We also received an objection from Tradewinds, 00:28:09.630 --> 00:28:12.250 which is a judgment creditor of Controladora 00:28:12.250 --> 00:28:16.049 Dolphin, another debtor. Tradewinds withdrew 00:28:16.049 --> 00:28:21.819 its objection at And that leaves, Your Honor, 00:28:21.940 --> 00:28:25.940 the several letters that have been docketed over 00:28:25.940 --> 00:28:28.660 the past few weeks objecting to the marine land 00:28:28.660 --> 00:28:31.920 property. We submit that those are largely moot 00:28:31.920 --> 00:28:34.420 at this point. Several of them had requested 00:28:34.420 --> 00:28:36.539 that the dolphins remain in place and that marine 00:28:36.539 --> 00:28:38.900 land continue as a going concern which obviously 00:28:38.900 --> 00:28:42.059 this transaction accomplishes. To the extent 00:28:42.059 --> 00:28:48.460 that there are any outstanding responses by this 00:28:48.460 --> 00:28:51.279 particular transaction. We would submit that 00:28:51.279 --> 00:28:53.279 those parties, while I'm sure it has been informative 00:28:53.279 --> 00:28:56.079 for the court and other parties in interest, 00:28:56.619 --> 00:29:15.720 do not have standing. I'm happy to answer any 00:29:15.720 --> 00:29:17.839 questions that you may have about the transactions 00:29:17.839 --> 00:29:20.400 or the sale order, which I appreciate we filed 00:29:20.400 --> 00:29:22.740 later yesterday, so I'm sure you haven't had 00:29:22.740 --> 00:29:26.660 a ton of time to review. I have not, which is 00:29:26.660 --> 00:29:28.759 one of the reasons I was 10 minutes late. Thank 00:29:28.759 --> 00:29:37.740 you. But let me hear from others. Good morning, 00:29:37.799 --> 00:29:40.140 Your Honor. Paul Keenan from Baker McKenzie on 00:29:40.140 --> 00:29:43.539 behalf of the DIP lenders. Just a few comments 00:29:43.539 --> 00:29:47.279 on the economic... First of all, I just want 00:29:47.279 --> 00:30:35.200 to thank Closing for this date for the sales 00:30:35.200 --> 00:30:39.019 on December 5th and as I explained on Monday 00:31:04.240 --> 00:31:06.480 especially when it comes to going concern sales, 00:31:06.660 --> 00:31:10.460 there are issues and closing dates slip. This 00:31:10.460 --> 00:31:13.579 one can't slip and it's not just because that's 00:31:13.579 --> 00:31:16.059 the way the dip lenders feel, but it's because 00:31:16.059 --> 00:31:19.420 the CRO has essentially formed us based on their 00:31:19.420 --> 00:31:23.079 pro forma dip budgets that the estate is going 00:31:23.079 --> 00:31:26.200 to have serious liquidity issues as of mid December 00:31:26.200 --> 00:31:30.480 if the three sales don't close, meaning the sale 00:31:30.480 --> 00:31:33.440 for St. Augustine, which is the sale we're talking 00:31:33.440 --> 00:31:39.680 about. and also the sale of the three dolphins 00:31:39.680 --> 00:31:43.039 from Dolphin Connection. So it's critical that 00:31:43.039 --> 00:31:46.359 all three of those sales close well in advance 00:31:46.359 --> 00:31:50.460 of December 15th. And also I would just point 00:31:50.460 --> 00:31:55.000 out that somewhat ironically the cash price for 00:31:55.000 --> 00:31:58.359 Apex is 6 .5, the cash price from Delightful 00:31:58.359 --> 00:32:01.940 is 7 .1. The reason why Apex is considered the 00:32:01.940 --> 00:32:25.279 highest and best bid in December 5th, the Estates 00:32:25.279 --> 00:32:28.380 already incurred that. So that's why we would 00:32:28.380 --> 00:32:31.480 have to pivot quickly to the higher bid and keep 00:32:31.480 --> 00:32:33.559 the deposit because then the Estates going to 00:32:33.559 --> 00:32:37.180 be even further in the hole. So I just, again, 00:32:37.240 --> 00:32:40.539 we made this clear to both Apex and Delightful 00:32:40.539 --> 00:32:44.420 at the auction on Monday that we would unfortunately 00:32:44.420 --> 00:32:47.200 have to really stick to the terms of the agreements 00:32:47.200 --> 00:33:02.160 in both instances. Here from anyone else. Number 00:33:02.160 --> 00:33:06.839 one apex Association. Your honor, I rise only 00:33:06.839 --> 00:33:09.519 to just thank the court and the parties for the 00:33:09.519 --> 00:33:12.079 cooperation here for getting here today, your 00:33:12.079 --> 00:33:14.640 honor. But most of all, I want to let the court 00:33:14.640 --> 00:33:18.220 know that the only reason we are here today, 00:33:18.599 --> 00:33:21.200 partly because of that cooperation, but mostly 00:33:21.200 --> 00:33:23.329 because of the. determination your honor of the 00:33:23.329 --> 00:33:26.950 rubles and the rubles could not be told no with 00:33:26.950 --> 00:33:29.650 respect to their desire to preserve this park 00:33:29.650 --> 00:33:33.049 and keep the animals in place and it's that determination 00:33:33.049 --> 00:33:36.289 your honor that puts in front of you today your 00:33:36.289 --> 00:33:39.809 honor and seeking approval of that. Thank you. 00:33:39.849 --> 00:33:42.049 That's all I have your honor. Thank you. Anyone 00:33:42.049 --> 00:33:52.630 else? Okay. Well I have in front of me Today, 00:33:54.130 --> 00:34:01.049 two uncontested sails, the first of the marine 00:34:01.049 --> 00:34:06.390 land property as a going concern to Apex, and 00:34:06.390 --> 00:34:15.269 the second, the sale of the three dolphins to 00:34:15.269 --> 00:34:29.030 Theater of the Sea. I think council did set out 00:34:29.030 --> 00:34:37.510 the 363 standard. But let me augment that. The 00:34:37.510 --> 00:34:43.230 plain terms of section 363 require notice and 00:34:43.230 --> 00:34:47.869 an opportunity to object in a hearing. And therefore, 00:34:48.320 --> 00:34:51.079 It's incumbent upon me to make an independent 00:34:51.079 --> 00:34:55.380 review and to determine whether the proposed 00:34:55.380 --> 00:34:57.980 transaction makes good business sense and is 00:34:57.980 --> 00:35:01.500 in the best interests of the debtor. That degree 00:35:01.500 --> 00:35:06.219 of scrutiny with which I take a look at that 00:35:06.219 --> 00:35:11.579 transaction from an independent perspective is 00:35:11.579 --> 00:35:14.800 informed when there are meaningful objections 00:35:14.800 --> 00:35:21.250 to the transaction. And the court then takes 00:35:21.250 --> 00:35:25.510 a look at the transaction as also informed by 00:35:25.510 --> 00:35:30.050 the parties. And again, here, at this point, 00:35:30.150 --> 00:35:35.530 I have no objections. So I'm looking at it from 00:35:35.530 --> 00:35:44.130 that perspective. Also, it's clear that the debtors 00:35:44.130 --> 00:35:47.610 and the court are entitled to take a look at 00:35:47.610 --> 00:35:51.949 the economic, if you will, terms of the sale, 00:35:52.050 --> 00:35:54.670 whether there's a going concern, whether there's 00:35:54.670 --> 00:36:02.409 not. Whether, as in this instance, the collateral 00:36:02.409 --> 00:36:11.690 is not in the ordinary. This isn't equipment, 00:36:12.070 --> 00:36:20.590 this isn't widgets, it isn't... retail store 00:36:20.590 --> 00:36:26.349 that you can just shut the doors on one day this 00:36:26.349 --> 00:36:42.389 is a business which which is about animals engagement 00:36:42.389 --> 00:36:49.250 with animals educational in this case research. 00:36:50.510 --> 00:36:56.590 So the court has to be informed by all of those 00:36:56.590 --> 00:37:02.329 considerations. Here I will find that not only 00:37:02.329 --> 00:37:04.789 has the debtor exercised its business judgment 00:37:04.789 --> 00:37:11.349 appropriately, but that I too believe that this 00:37:11.349 --> 00:37:19.630 sale to Apex appropriate in these circumstances. 00:37:20.309 --> 00:37:33.250 Clearly there is a need to to sell these assets 00:37:33.250 --> 00:37:44.190 in advance of a plan. There has clearly been 00:37:44.190 --> 00:37:47.920 adequate notice and marketing. which is generated, 00:37:48.119 --> 00:37:52.539 as we heard in the evidence, thousands upon thousands 00:37:52.539 --> 00:37:57.579 of views by various types of parties who are 00:37:57.579 --> 00:38:04.619 interested in all of these debtors' assets. Did 00:38:04.619 --> 00:38:09.920 this sale produce a fair price? I will find that 00:38:09.920 --> 00:38:12.559 it did. The debtor has exercised its judgment 00:38:12.559 --> 00:38:15.179 now as to what is the highest and best price. 00:38:15.469 --> 00:38:24.590 has considered the not only the actual cash bids, 00:38:24.809 --> 00:38:33.090 but the avoided costs that are avoided because 00:38:33.090 --> 00:38:37.650 of the fact that the high bid now is a going 00:38:37.650 --> 00:38:41.030 concern. Retention of employees, assumptions 00:38:41.030 --> 00:38:48.139 of contracts, which also Lessen claims against 00:38:48.139 --> 00:38:50.539 the estate or have the potential to lessen claims 00:38:50.539 --> 00:38:56.539 against the estate. The auction process as it 00:38:56.539 --> 00:39:00.679 unfolded. I find to be fair that all parties 00:39:00.679 --> 00:39:04.380 had an opportunity to bid at the reopened auction. 00:39:06.000 --> 00:39:11.500 That the debtors confirmed. In the reopened auction 00:39:11.500 --> 00:39:14.559 that all parties had the opportunity to participate 00:39:14.559 --> 00:39:22.909 by zoom. including the two backup bidders, and 00:39:22.909 --> 00:39:29.389 no party put in a bid that has been valued at 00:39:29.389 --> 00:39:35.289 higher than the apex bid. Good faith, there is 00:39:35.289 --> 00:39:38.409 nothing to suggest that any of the bidders acted 00:39:38.409 --> 00:39:41.750 other than in good faith. There's been no evidence 00:39:41.750 --> 00:39:45.670 of any type of collusion, and there's been no 00:39:46.480 --> 00:39:54.699 no reason that any of these bidders could be 00:39:54.699 --> 00:39:57.219 found to have acted in other than good faith. 00:40:00.039 --> 00:40:06.500 I will approve Apex as the highest bid, Delightful 00:40:06.500 --> 00:40:10.360 Development LLC as the first backup bidder, and 00:40:10.360 --> 00:40:13.579 Hudson Companies LLC as the second backup bidder. 00:40:18.889 --> 00:40:23.150 Council for the Lenders has emphasized the importance 00:40:23.150 --> 00:40:29.150 of the closing date in the agreements. And that 00:40:29.150 --> 00:40:34.469 that is a material term of the deal. And that 00:40:34.469 --> 00:40:41.590 that date is not going to slip. And consideration 00:40:41.590 --> 00:40:52.230 of the need to close is appropriate. Rubles and 00:40:52.230 --> 00:40:59.329 Apex are obviously cognizant of that need to 00:40:59.329 --> 00:41:10.170 meet that December closing date. And hopefully 00:41:10.170 --> 00:41:13.030 they will be able to meet that closing date. 00:41:13.050 --> 00:41:17.630 If not, there are backup bidders. And the parties 00:41:17.630 --> 00:41:20.050 have the rights they have under their agreement. 00:41:25.960 --> 00:41:30.059 Let me turn to the sale of the dolphins to Theater 00:41:30.059 --> 00:41:33.659 of the Sea. I can make the same findings with 00:41:33.659 --> 00:41:41.760 respect to the sale of the three dolphins. Sandy, 00:41:42.059 --> 00:41:52.579 Soleil, and Capri. My understanding for my presentations 00:41:52.579 --> 00:42:02.460 is that Theater of the Sea has all the permits 00:42:02.460 --> 00:42:10.619 that they need, that it needs, to be able to 00:42:10.619 --> 00:42:20.300 transfer the three dolphins in an expeditious 00:42:20.300 --> 00:42:23.539 manner. That theater of the sea has a handler 00:42:23.539 --> 00:42:26.440 on site who is already familiar with the animals. 00:42:27.440 --> 00:42:31.239 And I trust that the animals will be transported 00:42:31.239 --> 00:42:36.900 in a way that causes the least harm and trauma 00:42:36.900 --> 00:42:42.800 to them. So I will approve that sale as well. 00:42:42.940 --> 00:42:46.539 Again, there is no suggestion that there is anything 00:42:46.539 --> 00:42:51.019 other than good faith in this transaction. This 00:42:51.019 --> 00:42:54.139 Theater of the Sea is the only bidder for these 00:42:54.139 --> 00:42:58.519 three dolphins. and certainly appears to be an 00:42:58.519 --> 00:43:01.719 appropriate bidder and an appropriate home for 00:43:01.719 --> 00:43:05.760 these three dolphins, as the debtors have determined 00:43:05.760 --> 00:43:13.559 in their business judgment as well. Before we 00:43:13.559 --> 00:43:16.820 go over the order, let me also note we did get 00:43:16.820 --> 00:43:20.199 a lot of interest from parties, whether they 00:43:20.199 --> 00:43:24.219 are particular, whether they are standing or 00:43:24.219 --> 00:43:32.769 not. There was clear voice coming from members 00:43:32.769 --> 00:43:37.929 of the Dolphin community and members of the Flagstaff 00:43:37.929 --> 00:43:42.449 community. Let me particularly note the letters 00:43:42.449 --> 00:43:45.530 I got from the Flagler Palm Coast High School 00:43:45.530 --> 00:43:53.030 students there and their teacher. And I appreciate 00:43:53.030 --> 00:43:57.130 the engagement. and encourage young people to 00:43:57.130 --> 00:44:02.869 continue to engage when they see something that 00:44:02.869 --> 00:44:08.510 is important to them. I think in this instance, 00:44:10.650 --> 00:44:12.929 the moobles through APEX have been given the 00:44:12.929 --> 00:44:17.789 opportunity to continue this as a going concern, 00:44:17.789 --> 00:44:21.090 and I hope they are able to take advantage of 00:44:21.090 --> 00:44:24.920 that opportunity. So with all that, I will approve 00:44:24.920 --> 00:44:31.420 the sale. And let me take a look at the order. 00:44:39.760 --> 00:44:42.440 And let me note, if I didn't, that obviously 00:44:42.440 --> 00:44:45.559 my approval is based on the declarations that 00:44:45.559 --> 00:44:49.900 were admitted into evidence, as well as the other 00:44:49.900 --> 00:46:45.440 exhibits. consistent with the changes that we 00:46:45.440 --> 00:46:50.739 made previously, which I appreciate. So I have 00:46:50.739 --> 00:47:28.789 that order for marine land. Okay, I did notice 00:47:28.789 --> 00:47:31.769 I don't have any comments on that order I did 00:47:31.769 --> 00:47:45.199 notice transfer agreements that there were results 00:47:45.199 --> 00:47:48.320 of medical exams and lab tests etc has I assume 00:47:48.320 --> 00:47:51.099 all of that has has passed and that there are 00:47:51.099 --> 00:47:54.380 no concerns and that as has been represented 00:47:54.380 --> 00:47:57.179 theater of the sea is ready to and willing to 00:47:57.179 --> 00:47:58.940 take the animals I'm not aware of any concerns 00:47:58.940 --> 00:48:01.780 okay thank you so I did not have any comments 00:48:01.780 --> 00:48:07.519 on that order either I will have those orders 00:48:07.519 --> 00:48:13.059 uploaded Thank you anything further for today 00:48:13.059 --> 00:48:15.539 we're adjourned.