As most of you are aware, Premier Exhibitions filed for bankruptcy under Chapter 11 which allows it to reorganize. On Friday it was announced that the Premier Exhibitions Equity Committee had entered into an agreement that “will include the sale all of the Debtors’ assets, including the entire Titanic Artifacts Collection either as assets of the estate or through the sale of RMS Titanic Inc., the company that holds the Titanic Artifacts. The remaining Debtors and their assets likewise would be sold.”
What it means is this: the company can be sold either whole or in parts depending upon the buyers interests. And the Titanic artifacts can be sold either as part of the sale of the whole company or through selling RMS Titanic Inc. The snag that has caused no sale on those artifacts under the salvage award is that they cannot be sold in lots or individually but as the one collection. And the price is simply too high. Under the present circumstances, the price might be lowered and also the possibility the bankruptcy judge might order it sold in lots in order to be sold. Before any of this can move forward, the judge has to agree to a disclosure statement.
Long ago when RMS Titanic Inc was made part of Premier (after some of the original founders of the company were removed and replaced) many thought it would lead to a better valued company. One wonders what really happened here. Titanic became very big after the movie and the centennial of the sinking. Belfast Titanic has done very well and makes money. Either the company was mismanaged and got way over their head or totally miscalculated how to monetize the assets (their exhibitions) to make a profit. Instead of Chapter 11, this is more like Chapter 13 now. The company’s assets are going to be sold in whole or in part to others now. The ghost of George Tulloch is laughing at those that brought this about.
Premier Exhibitions has filed monthly operating reports from 1 Dec 2016-20 Dec 2016 with the Bankruptcy Court and with U.S. Securities and Exchange Commission(SEC). Due to being in bankruptcy, the usual reporting to SEC has been suspended for Forms 10-K and 10-Q. Copies of the monthly operating reports submitted to the Bankruptcy Court will be reported to the SEC in Form 8-K
It is dry stuff to read but it is important to read these materials to know what is going on. Pretty sure even the attorneys and accountants who go over this stuff have their eyes glaze over as well.
Things are getting a bit testy at the Titanic bankruptcy proceeding. Euclid Investments and Euclid Claims Recovery filed an objection to the company seeking an exclusivity extension. In simple terms they are not happy that Premier appears to be dragging its feet on following through on what is required to be done. “….management’s abject failure to engage with the statutory committees in moving these cases forward before now cannot be ignored. It has had the effect of placing estate stakeholders in an urgent and untenable position with little time remaining to formulate the terms of a chapter 11 plan as the estates now appear on the verge of operational insolvency.” Ouch.
Source: Premier Exhibitions Objection Filed (Bankruptcy News, 4 Jan 2017)
As part of the ongoing process to determine the best way to proceed with the Chapter 11 reorganization, Teneo Securities has been approved by the court to serve as financial advisor to the Equity Security Holders Committee. The firm will analyze and assess the assets and liabilities of Premier Exhibitions and advise the committee on ways to mitigate the liabilities to return the company to profitability.
Titanic advertising from New York Times, 10 April 1912. Public Domain (Wikimedia)
1. Premier Exhibitions Asks Court For More Time To File Reorganization Plan (Bankruptcy Court News, 3 Oct 2016)
Premier Exhibitions has petitioned the court to allow it to extend the period to file a reorganization plan under Chapter 11 to 17 Jan 2017. “Under the circumstances of these cases, a premature termination of exclusivity would deny the Debtors a meaningful opportunity to negotiate and propose a confirmable plan and would be antithetical to the paramount objectives of Chapter 11. Termination of exclusivity at this point in time could have the undesirable effect of encouraging the development of competing multiple plans that could lead to unwarranted confrontations, litigation, and administrative expenses.” To cut to the chase of all the fancy legal wording, it means if they do not get the extended time other plans may emerge. Which sort of hints that there might be some other plan out there they want to head off.
2. For those on the Netflix service, your long wait has ended. James Cameron’s Titanic is coming to Netflix this month. At least for those in the U.S. Of course you could purchase it and never have to worry when it shows up on one of the online streaming services.
3. It is officially Halloween season here at Titanic News Channel. Our staff is up for the occasion. The mummy has come out its sleeping chamber to render some scares to kids in the area. Our old friend Headless is planning his usual evening strolls with pumpkin in hand looking for someone’s head. A few fluttering ghosts have been seen as well. We have classic zombies (not the Romero version) wandering about as well and quite possibly Frankenstein and Count Dracula as well. The stores are well stocked with Halloween candy to the rafters. Sadly Halloween is on a Monday this year. And with all the political correctness nonsense, even saying Happy Halloween in some schools is not only discouraged but banned. All the more reason for many parents to band together, invite the little kids over, and have their own Halloween event.
Summer is drawing to a close and schools are opening up. Sleepy eyed kids are getting on the local buses again to make the journey to school. It has been a quiet summer Titanic wise. Not a whole lot of news though some important news did occur.
Premier Exhibitions Declares Bankruptcy To Reorganize
The big news before the summer began was Premier declaring bankruptcy under Chapter 11 and seeking to reorganize. Typically this means the company has enough resources to stay afloat and needs the courts to reduce its liabilities. For creditors it means they usually get something but not everything. It means the court has to take a hard look at how the company operates which means an intensive look at the financial records and other aspects of the company.
While things have not gone well for a while with Premier, it was thought the Dinoking merger and bringing aboard its ceo to manage would bring things in line. What apparently occurred is that the debts owed by Premier were far greater than the cash infusion the merger could solve. So to stave off likely lawsuits from creditors, they headed to bankruptcy court. Now one of the big arguments is over the French Collection. These artifacts were brought up with a joint expedition with IFREMER and are separate from the other artifacts covered under the U.S. Federal Court salvage award. That salvage award limits how the artifacts can be sold, specifically as one collection making it very difficult to find buyers due to the high cost. However Premier believed it had clear title to the French artifacts and wanted to sell some of them to pay off debts. And sought permission from the court to do this. It was denied, in part, because bankruptcy law requires an adversary action to remove any possible claims to items that will be sold or auctioned off to pay debts.
So Premier is suing the French government in federal court. Premier has submitted documents that appear to support their position. Meanwhile we wait on France to decide whether it will contest a possible sale or file a brief saying they will not fight it.
So Much For Palmer’s Titanic II
Well it appears to be over. After all the fanfare and some preliminary work, the Clive Palmer’s dream to recreate Titanic has come to an end. No one can blame him for wanting to bring it about. It is a great dream. Despite all the positive news spun out by his public relations team, financing the construction proved harder than realized. It was to be constructed in China but the date for the work start came and went, new dates were set, but the shipyard remained quiet. Then came news that once it was launched it would stop in Dubai. That raised speculation that investors from that area were keen on tying in their own Titanic themed areas with this new ship. And I speculated that perhaps money to build could come from there (or even be built there). But Palmer’s relations with the Chinese took a real nosedive with his criticisms of a Chinese company and the lack of Chinese investors in the project meant it would go nowhere. So without much fanfare and no publicity, construction of Clive Palmer’s Titanic II has ended.
Chinese Titanic II
Palmer’s version fizzled but China is building their Titanic II that will docked at a theme park. It will be full size and look exactly like the original. It will also be a hotel and tourist attraction. Visitors will be able to stay aboard, sample high-end late Edwardian age cuisine, and even visit the Titanic Sinking Simulator. That has caused a lot of controversy. Perhaps what will stun visitors from the West is that likely the message about Titanic will be strongly anti-capitalist and demonstrate why the Chinese way is more superior. Just do not mention their awful human rights record or persecution of those who practice religion of any kind.
Masterchef
The current season is interesting but has its usual combination of the excellent, the not-so-good, and those just filling a slot until they are dropped. Poor Nathan is the butt of so many jokes. The bow tied tuxedo salesman (and he always wears a suit even when outside at the farm) may be good at cooking dishes alone but has severe problems working in a team. Some of the good have made their mistakes and departed but perhaps none worse than Andrea. She showed really excellent skills but when she failed to bring her sausage dish down to the front table at the right time, it was bad. Worse was how Gordon and company handled it. At this point they knew she was out of the contest. Instead they go through the mockery of tasting the dishes of which the two useful facts were announced: that she (Andrea) had the best dish while Diamond served up raw sausage. In a normal competition, Diamond would go home. But that is reality and not the often strange world of Masterchef that live in an alternate universe.
They knew Andrea was out the moment she put her plate down three seconds too late. Gordon seemed to argue with Christina and Chef Lee about her having the best dish but Christina reminded rules are rules. Do not be fooled, that was all for show as none of it was for real. It was to make it look like there was some dispute when none existed. Diamond, a weak contender, went into the next round and would be sent home in the next episode. In a real contest, Andrea would have been sent home immediately for missing the time requirement. No need to bother with tasting the dishes and move on to the next round. It just shows the strange world that Masterchef inhabits.
Premier Exhibitions has gone forward with the adversary proceeding against France to attain clear title to the French Collection. Premier tried to get the bankruptcy court to allow the sale arguing they had clear title. However the court found that under federal law, the must first conduct an adversary proceeding. As part of the filing on 17 August, Premier argues they were given clear and unambiguous title. What happens next is that France will have to respond through their American lawyers as to what their position in the matter is. The documents attached to the filing appear to support their claim.
Source: Adversary Proceeding, In Re: RMS Titanic, Inc: U.S. Bankruptcy Court,Middle District Florida, 17 Aug 2016
1) Premier Exhibitions recently sought permission to sell items from the French Titanic collection. Since these items are outside of U.S.Federal Court , it reasoned that an expedited approval by the bankruptcy court would make the sale possible. The court turned down this request noting that under bankruptcy law that Premier Exhibitions must pursue what is called an adversary proceeding. Since the items in question were awarded by French officials, they may object to these items being put up for auction if the conditions they were awarded to the company excluded their sale. Premier must now go through a process to allow possible third parties (either the French government or other parties of interest)to object and a finding be made.
Source: Premier Exhibition Sale Denied (Bankrupt Company News, 27 Jul 2016)
Document Source: ORDER ON MOTION FOR ORDER AUTHORIZING THE DEBTORS TO MARKET AND SELL CERTAIN TITANIC ARTIFACTS FREE AND CLEAR OF LIENS, CLAIMS, AND INTERESTS (In re: Premier Exhibitions, et el. U.S. Bankruptcy Court, Middle District Florida, Jacksonville Division, 22 Jul 2016)
2. Perhaps in light of the bankruptcy filing (and increased pressure to show records to demonstrate exactly what is going on inside Premier), the company recently announced some changes. The new CEO is Jerome Henshall,the current chairman of the Audit Committee who replaces Michael Little who has been let go (or the better British word sacked). Mingcheng Tao has resigned from the Board of Directors and two new “independent” directors–Mark Bains and Guo Ding–have been appointed to the Board of Directors. Bains qualification is that he is the Chief Executive Officer of MJB Technology Solutions Ltd. Guo Ding qualifications are his “extensive experience as a political, cultural, and media correspondent for various national and international news agencies. He has appeared on television, print, and radio in Canada, China, US, and Hong Kong among many other countries. He has also authored several books published in both Chinese and English. Mr. Ding holds a Master of Arts from Rikyo University (Tokyo, Japan) and a Bachelor of Arts degree from Shanghai Normal University.” So if I get it right they have put a respected commentator of Chinese affairs on the board of directors. I get the independent part but has he ever run a business?
Source:Premier Exhibitions Inc. Announces Corporate Update (Globe Newswire Press Release,27 July 2016)
Seven rare artifacts will have an extended stay at the Titanic exhibit at the Luxor Hotel & Casino until August 1, 2016. Those items are:
Declaration of Intention Form: 2nd class passenger Franz Pulbaum, a machinist originally from Germany, clearly intended to become a U.S. citizen upon his return to New York City. He had been on a business trip to Luna Park amusement park in Paris. The form would have been used to allow him a smooth disembarkation. Pulbaum’s signature and personal information is still legible on the naturalization form. Pulbaum never became a U.S. citizen, he went down with Titanic.
White Star Line Receipt for “One canary in Cage”: Recovered from Marion Meanwell’s alligator purse, this small receipt fragment appears to confirm that 3rd class passenger, Mrs. Meanwell (nee Mary Ann Ogden), a milliner from Eastbourne Sussex, England agreed to transport a relative’s canary from Southampton to Cherbourg. Additional information suggests that Chief Purser Hugh Walter McElroy took responsibility for the bird, while transport payment was provided by Mrs. Meanwell.
Cotton Pajamas: This pair of men’s pajamas is made of white cotton with blue stripes. No maker marks were found, they are a size medium with button shirt and drawstring bottoms. The deterioration around the neck and body appear to reflect normal wear and tear.
Pair of Gloves: This degraded pair of cotton gloves was originally white and probably belonged to a gentleman. They are still attached at the cuff, so they had not yet been worn. The gloves were recovered from a suitcase containing unmarked pajamas, jackets, and other clothing.
Waiter’s Pad Blank Page: Waiters from the exclusive à la carte restaurant on board would jot down lunch and dinner orders on pads such as this for the chefs to prepare in the galley. Unlike the First Class Dining Saloon, which cooked in larger quantities, the à la carte restaurant prepared each individual meal to order.
Pair of Socks: This is one of three pairs of cotton and silk socks recovered from a single suitcase. These were neatly folded by the owner for his Titanic journey. While the clothing in this passenger’s suitcase was of good quality, these socks have been darned in several places, showing a thrifty character as well.
Left Shoe: This men’s leather shoe fragment consists of the welt, top cap and partial quarter with the insole. Attesting to the meticulous care under which all artifacts are conserved, this shoe has never been previously exhibited due to its fragile condition.
After August 1 they are scheduled to return to the conservation facility where they will only be available to researchers.
The U.S. Trustee has filed an objection to Premier’s motion to sell artifacts from the French Collection. “The Sale Motion should be denied because it is not noticed to all required parties, does not include a description of sale procedures, does not describe the property to be sold, and, at least at this early stage in the case, does not meet the standard.”
As most of you are aware, Premier Exhibitions filed for bankruptcy under Chapter 11 which allows it to reorganize. On Friday it was announced that the Premier Exhibitions Equity Committee had entered into an agreement that “will include the sale all of the Debtors’ assets, including the entire Titanic Artifacts Collection either as assets of the estate or through the sale of RMS Titanic Inc., the company that holds the Titanic Artifacts. The remaining Debtors and their assets likewise would be sold.”
Premier Exhibitions has filed monthly operating reports from 1 Dec 2016-20 Dec 2016 with the Bankruptcy Court and with U.S. Securities and Exchange Commission(SEC). Due to being in bankruptcy, the usual reporting to SEC has been suspended for Forms 10-K and 10-Q. Copies of the monthly operating reports submitted to the Bankruptcy Court will be reported to the SEC in Form 8-K
Premier Exhibitions Declares Bankruptcy To Reorganize
