Apollo Global Management, LLC (NYSE:APO), Alta Fundamental Advisers, LLC, PacBridge Capital Partners (HK) Limited, Lange Feng, Jihe Zhang, Haiping Zou and other stockholders and secured lenders of Premier Exhibitions, Inc. entered into asset purchase agreement to acquire substantially all the assets from group of sellers for $17.5 million on June 14, 2018. As of September 11, 2018, the consideration was increased from $17.5 to $19.5 million. The group of sellers consists of Premier Exhibitions, Inc., RMS Titanic Inc., Premier Merchandising, LLC, Arts & Exhibitions International, LLC, Premier Exhibition Management LLC, Dinosaurs Unearthed Corporation, Premier Exhibitions International, LLC, Premier Exhibitions NYC, Inc. Under the terms of agreement, consideration price is paid in cash plus assumed liabilities, which is subject to adjustments from current assets at closing. Buyer has obtained commitments from its equity holders to provide sufficient funds to enable the buyer to pay purchase price, at the closing. Buyer will deposit $1.75 million into escrow within three business days after the execution of the asset purchase agreement to the escrow agent and the escrow amount will be treated as termination in case sellers terminates the agreement or it will be returned to buyer if the agreement is terminated for other reasons. At the closing buyer will additionally deposit an amount equal to $0.5 million escrow amount to escrow agent in order to satisfy any adjustment shortfall amount. As of October 8, 2018, the sellers filed a Notice of Cancellation of Auction commencing on October 11, 2018, as the sellers did not receive any other qualified bid prior to the bid deadline. The sellers are proceeding with the sale hearing on October 18, 2018 where the sellers Intent to Seek Approval of the Sale of the Transferred Assets to the Stalking Horse Purchaser with the Bankruptcy Court.

The transaction is subject to Bankruptcy Court approval, ancillary agreements, antitrust approval, all consents, approvals and other authorizations of any governmental entity and payment of all outstanding liabilities pursuant to the DIP Agreement. The transaction is expected to close no later than seventy days after the Admiralty Court Order entry date. On October 19, 2018, the US Bankruptcy Court ordered approving the sale of substantially all of the assets. On December 21, 2018, the Admiralty Court entered the Admiralty Court Order approving the transactions contemplated by the Asset Purchase Agreement.

Scott M. Grossman of Greenberg Traurig, P.A. and Jennifer Feldsher of Bracewell LLP acted as legal advisors and GlassRatner Advisory & Capital Group, LLC acted as financial advisor to buyers. Harris B. Winsberg, Stephen S. Roach, Matthew R. Brooks of Troutman Sanders, LLP and Lee D. Wedekind, Daniel F. Blanks of Nelson Mullins Riley & Scarborough LLP acted as legal advisors to sellers. SunTrust Bank acted as escrow agent in the transaction. Robert W. McFarland of McGuireWoods LLP acted as legal advisor to RMS Titanic Inc. Lincoln International LLC acted as financial advisor to Premier Exhibitions, Inc.


Apollo Global Management, LLC (NYSE:APO), Alta Fundamental Advisers, LLC, PacBridge Capital Partners (HK) Limited, Lange Feng, Jihe Zhang, Haiping Zou and other stockholders and secured lenders of Premier Exhibitions, Inc. completed the acquisition of substantially all the assets from group of sellers on February 13, 2019. On February 13, 2019, Premier Exhibitions, Inc. received cash consideration totaling approximately $11,156,202, net of $500,000 that was deposited in escrow for post-closing adjustments and the payment of certain obligations pursuant to the asset purchase agreement, and the assumption by the buyers of certain liabilities.