Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, on June 14, 2016, Premier Exhibitions, Inc. (the
“Company”) and each of its U.S. subsidiaries (collectively, the “Debtors”) filed voluntary petitions for
reorganization relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle
District of Florida (the “Bankruptcy Court”).
Asset Purchase Agreement
On June 14, 2018, the Company and certain of its subsidiaries, Arts and
Exhibitions International, LLC, a Florida limited liability company, Premier Exhibition Management LLC, a Florida limited liability
company, Premier Exhibitions NYC, Inc., a Nevada corporation, Premier Merchandising, LLC, a Delaware limited liability company,
Premier Exhibitions International, LLC, a Delaware limited liability company, Dinosaurs Unearthed Corp., a Delaware corporation,
DinoKing Tech Inc. d/b/a Dinosaurs Unearthed, a company formed under the laws of British Columbia, and RMS Titanic, Inc., a Florida
corporation, solely for certain purposes (collectively, the “Sellers”) entered into an Asset Purchase Agreement (the
“Asset Purchase Agreement”) with Premier Acquisition Holdings LLC, a Delaware limited liability company (“Buyer”),
pursuant to which the Buyer agreed to acquire substantially all of the assets and assume certain liabilities of the Sellers pursuant
to Sections 363 and 365 of the Bankruptcy Code for an aggregate purchase price of $17.5 million in cash plus Assumed Liabilities
(as defined in the Asset Purchase Agreement), subject to adjustments for current assets at closing.
The Buyer is an acquisition vehicle formed by: affiliates of or funds managed
by Apollo Global Management, LLC and Alta Fundamental Advisers LLC, current stockholders in the Company; an affiliate of PacBridge
Capital Partners (HK) Ltd.; Lange Feng and Jihe Zhang, each stockholders in and secured lenders to the Company; and Haiping Zou,
a secured lender to the Company and an affiliate of a stockholder in the Company.
The Asset Purchase Agreement provides that the Buyer will deposit $1.75
million into escrow within three business days after the execution of the Asset Purchase Agreement. The deposit will be applied
to the purchase price at closing or retained by the Sellers in the event the Asset Purchase Agreement is terminated due to certain
breaches of the Asset Purchase Agreement by Buyer or returned to Buyer if the Asset Purchase Agreement is terminated for other
reasons.
The Sellers and the Buyer have made customary representations, warranties
and covenants in the Asset Purchase Agreement. The closing of the transactions contemplated by the Asset Purchase Agreement is
subject to the satisfaction or waiver of a number of closing conditions and the entry of a sale order by the Bankruptcy Court approving
the sale as provided in the Asset Purchase Agreement.
The Asset Purchase Agreement is intended to constitute a “stalking
horse” bid that is subject to higher and better bids by third parties in accordance with bidding procedures to be approved
by the Bankruptcy Court. The Asset Purchase Agreement requires the Debtors to obtain Bankruptcy Court approval of the bidding procedures
by July 20, 2018 and the Sale Order on or before August 15, 2018.
The description of the Asset Purchase Agreement is qualified in its entirety
by reference to the full text of the Asset Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report
on Form 8-K and incorporated into this Item 1.01 by reference.