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General Category => Investment Ideas => Topic started by: asw310 on October 09, 2013, 06:42:46 PM

Title: PRXI - Premier Exhibitions
Post by: asw310 on October 09, 2013, 06:42:46 PM
http://boardvote.com/symbol/PRXI/communique/461106 (http://boardvote.com/symbol/PRXI/communique/461106)

The story with Premier Exhibitions is pretty simple and well known, but its not pretty at the moment. The company owns the RMS Titantic assets estimated to be worth substantially more than the current market cap. PRXI is having trouble with its operating business, but it also doesn't seem to be burning through tons of cash either.

With the termination of the LOI with Hampton Roads for the titantic assets today, I imagine the stock will be trading much lower than its current price of $1.50 tomorrow morning when the market opens.

Certainly intriguing. I know a lot of special situation type and value guys have been interested in the stock for quite a long time now.
Title: Re: PRXI - Premier Exhibitions
Post by: ragnarisapirate on October 09, 2013, 07:49:50 PM
The fact that it seems widely accepted that the price will fall makes me think it won't... If you look at when Seller's distributed shares, there was a lot of thought that the price would fall- but it didn't really.

That said, I am one of the value guys that is really interested in the stock.

-Jeff, the contrarian.
Title: Re: PRXI - Premier Exhibitions
Post by: krazeenyc on October 09, 2013, 09:31:39 PM
The fact that it seems widely accepted that the price will fall makes me think it won't... If you look at when Seller's distributed shares, there was a lot of thought that the price would fall- but it didn't really.

That said, I am one of the value guys that is really interested in the stock.

-Jeff, the contrarian.

Are you already invested in it? I've read a bunch of stuff on PRXI a while back, and a bit rusty of the facts. But I wonder who exactly will buy these Titanic assets given the strict rules of ownership.

My understanding is the assets were appraised at appx $180 million. But that there are a lot of restricitions regarding the assets such as the fact that they they cannot be sold piece meal. And that they essentially have to be displayed to the public.  My hesitation for buying was that these assets seemed encumbered in that the available pool of buyers that would buy these assets under these restrictions seem very small. 

Do you own the company for any reason other than the titanic assets? Can these rules ever be lifted under some sort of hardship rule?
d
Title: Re: PRXI - Premier Exhibitions
Post by: ragnarisapirate on October 09, 2013, 10:08:56 PM
The fact that it seems widely accepted that the price will fall makes me think it won't... If you look at when Seller's distributed shares, there was a lot of thought that the price would fall- but it didn't really.

That said, I am one of the value guys that is really interested in the stock.

-Jeff, the contrarian.

Are you already invested in it? I've read a bunch of stuff on PRXI a while back, and a bit rusty of the facts. But I wonder who exactly will buy these Titanic assets given the strict rules of ownership.

My understanding is the assets were appraised at appx $180 million. But that there are a lot of restricitions regarding the assets such as the fact that they they cannot be sold piece meal. And that they essentially have to be displayed to the public.  My hesitation for buying was that these assets seemed encumbered in that the available pool of buyers that would buy these assets under these restrictions seem very small. 

Do you own the company for any reason other than the titanic assets? Can these rules ever be lifted under some sort of hardship rule?
d

I do not own the stock, but did a bit ago. The appraisal is probably wildly high, but that doesn't make them an un-interesting asset. Basically, I am willing to pay a good bit less than what I think the Titanic stuff could get, then take the return of capital from the company so that I don't have any real cost basis, then get whatever is left for free, less the time that I had the money tied up.

I have no idea if they could get the court to approve something other than what they have (which, as you point out, makes the assets worth a lot less) and as such, don't see myself paying nearly what we are trading at for the stock.

If this thing trades for, say, 1/2 what it presently is, then that seems REALLY interesting to me. Maybe a pipe dream, but, maybe not. The real problem here is that the assets are what makes this thing valuable, but we have little to base the value on- a simple cash flow of them makes them worth a lot less than that appraisal- that's why Premier isn't doing them as an exhibit... right?
Title: Re: PRXI - Premier Exhibitions
Post by: DTEJD1997 on October 10, 2013, 05:10:51 AM
WOW:

I just read the transcript from the latest quarter's earnings. 

The shareholders are in revolt!

To say they are disgruntled is an understatement.

It was also interesting to see that management and the board of directors have "learned" a lot about the process of negotiating and selling the assets. 

These dudes are "learning"?  I thought they were supposed to already KNOW what to do.  If you are the CEO or upper level management, you aren't "learning on the job".  You are supposed to know what to do.

I have no confidence in management after reading that transcript.  The results from the "sale" of the Titanic assets has been an absolute disaster and fiasco.

Management appears quite adept at lowering value, not creating it.

At $1.50/share, I'm wondering if this thing isn't wildly overvalued?
Title: Re: PRXI - Premier Exhibitions
Post by: xtreeq on October 10, 2013, 05:40:16 AM
How well are management's incentives lined up with shareholders' ? That's the key in my opinion.

A second variable is time from harvesting the assets to returning the funds to shareholders as we must discount for time value .... anyone with insights on this?
Title: Re: PRXI - Premier Exhibitions
Post by: SFValue on October 10, 2013, 05:54:18 AM
WOW:

I just read the transcript from the latest quarter's earnings. 

The shareholders are in revolt!

To say they are disgruntled is an understatement.

It was also interesting to see that management and the board of directors have "learned" a lot about the process of negotiating and selling the assets. 

These dudes are "learning"?  I thought they were supposed to already KNOW what to do.  If you are the CEO or upper level management, you aren't "learning on the job".  You are supposed to know what to do.

I have no confidence in management after reading that transcript.  The results from the "sale" of the Titanic assets has been an absolute disaster and fiasco.

Management appears quite adept at lowering value, not creating it.

At $1.50/share, I'm wondering if this thing isn't wildly overvalued?

The value here is, or is not, in the monetization of the assets.  When they say "learning" seems to me they are talking about a deal for the assets, which, is pretty obvious now, they did not know how to handle. Capital allocation or in this case doing a complex deal is not a common trait among CEOs (or upper management), unfortunately.

They have been trying to sell the assets for aprox. 2 years, by now they must have an idea of what the appetite (if any) is there for them. 

they accepted a non binding LOI for the amount they were looking for (appraisal value) which fell through due to funding.  the question is are there any well funded groups with lower offers? again, they must have an idea by now.

they will (they said) spend aprox. 2 mill on share buybacks. The background of Sellers (chairman) and the CEO (was the COO of sellers hedge fund) is in investments, do they understand that the repurchases make sense only if done below IV or NAV or whatever you want to call it, and more importantly, the IV or NAV of this is almost solely the realizable value of those assets?




Title: Re: PRXI - Premier Exhibitions
Post by: krazeenyc on October 10, 2013, 07:01:44 AM
Imagine if owned a wonderful 6 Bedroom House right at Long Beach in California. You are right on the beach, the house is up to date -- it has everything you'd want.  Under normal market conditions this house would sell for $7 million dollars. However the owners are selling it for the bargain price of $6 million but wait -- there are some catches.

1) You can't live in it
2) You can't rent it out (long or short term)
3) You are required to allow everyone who wants to visit a chance to come inside and look around -- you can charge admission for this.
4) and oh yeah, you're still on the hook for property taxes and other upkeep costs for the house.

Who in their right mind is going to buy this house? This is what I've always thought of the RMS Titanic Assets owned by PRXI.  If there is something that I'm missing about why this asset will be moved near the assessed value -- I'd love to hear it -- b/c it'd make us all a tidy profit.
Title: Re: PRXI - Premier Exhibitions
Post by: SFValue on October 10, 2013, 07:05:37 AM
Imagine if owned a wonderful 6 Bedroom House right at Long Beach in California. You are right on the beach, the house is up to date -- it has everything you'd want.  Under normal market conditions this house would sell for $7 million dollars. However the owners are selling it for the bargain price of $6 million but wait -- there are some catches.

1) You can't live in it
2) You can't rent it out (long or short term)
3) You are required to allow everyone who wants to visit a chance to come inside and look around -- you can charge admission for this.
4) and oh yeah, you're still on the hook for property taxes and other upkeep costs for the house.

Who in their right mind is going to buy this house? This is what I've always thought of the RMS Titanic Assets owned by PRXI.  If there is something that I'm missing about why this asset will be moved near the assessed value -- I'd love to hear it -- b/c it'd make us all a tidy profit.

half off? free call on judge changing terms? I agree, but then again, never understood the art world
Title: Re: PRXI - Premier Exhibitions
Post by: APG12 on October 10, 2013, 08:35:17 AM
Imagine if owned a wonderful 6 Bedroom House right at Long Beach in California. You are right on the beach, the house is up to date -- it has everything you'd want.  Under normal market conditions this house would sell for $7 million dollars. However the owners are selling it for the bargain price of $6 million but wait -- there are some catches.

1) You can't live in it
2) You can't rent it out (long or short term)
3) You are required to allow everyone who wants to visit a chance to come inside and look around -- you can charge admission for this.
4) and oh yeah, you're still on the hook for property taxes and other upkeep costs for the house.

Who in their right mind is going to buy this house? This is what I've always thought of the RMS Titanic Assets owned by PRXI.  If there is something that I'm missing about why this asset will be moved near the assessed value -- I'd love to hear it -- b/c it'd make us all a tidy profit.

I don't really get your analogy. You can walk away and go buy another house but there's only one Titanic. Value investors don't like to invest in assets that do not produce cash flow, but I think this bias is a mistake. Assets are assets whether they produce cash or not. In any event, I get your point that the required terms are too onerous.
Title: Re: PRXI - Premier Exhibitions
Post by: DTEJD1997 on October 10, 2013, 08:51:46 AM
Hey all:

I've got some more thoughts on this.

The problem as I see it is that management's incentives are not really aligned with shareholders.  As was pointed out several times on the conference call, they are getting paid handsomely.  What are the results?

The way they handled the asset sale of the Titanic relics was amateurish at best.  They really got jammed up on that.  YEARS have gone by, with a very poor result.

They are getting paid WAY TOO MUCH with poor results.  If lower level workers performed like this, they would be fired instantly.  Why does upper level management get a pass?

Management sounded completely tone deaf and out of touch on the conference call, saying "we did a good job", "we are learning"....They rightfully got called out for this.

And what is the Viagra deal?  Are they selling Viagra now too?  Has some one hacked their site?  Do they have a problem with a cyber squatter?  It seems to me that their website and Google results would be pretty close to the top of the list of things to be concerned about.  The Viagra problem shows yet again that they are not on top of things.

You add it all up and you've got problem for shareholders.  Time is not the friend of shareholders here.
Title: Re: PRXI - Premier Exhibitions
Post by: SFValue on October 10, 2013, 08:52:41 AM
Imagine if owned a wonderful 6 Bedroom House right at Long Beach in California. You are right on the beach, the house is up to date -- it has everything you'd want.  Under normal market conditions this house would sell for $7 million dollars. However the owners are selling it for the bargain price of $6 million but wait -- there are some catches.

1) You can't live in it
2) You can't rent it out (long or short term)
3) You are required to allow everyone who wants to visit a chance to come inside and look around -- you can charge admission for this.
4) and oh yeah, you're still on the hook for property taxes and other upkeep costs for the house.

Who in their right mind is going to buy this house? This is what I've always thought of the RMS Titanic Assets owned by PRXI.  If there is something that I'm missing about why this asset will be moved near the assessed value -- I'd love to hear it -- b/c it'd make us all a tidy profit.

I don't really get your analogy. You can walk away and go buy another house but there's only one Titanic. Value investors don't like to invest in assets that do not produce cash flow, but I think this bias is a mistake. Assets are assets whether they produce cash or not. In any event, I get your point that the required terms are too onerous.

that's fine, but how do you value it? (circular reference to gold jaja)
Title: Re: PRXI - Premier Exhibitions
Post by: premfan on October 10, 2013, 09:18:38 AM
I was owner from late 2009- early 2012.  Here are my thoughts:

- Management has done a very good job in turning the operating business
- Horrible job in trying to deal the assets


Management has ruined any leverage they had by telegraphing how "bad" they want this deal done. Management be like the fonz be cool.  Management has acted needy and the potential buyers know this. If I were management I would put out a press release saying we are no longer willing to deal the titanic assets. We are working on optimizing the asset for  our shareowners.

I haven't followed this company in about a year. It might be time to look at them again.  I feel the main question isn't when the assets will be sold but, what is the normalized earnings for the operating business. 

 

Title: Re: PRXI - Premier Exhibitions
Post by: krazeenyc on October 10, 2013, 09:52:18 AM
- Management has done a very good job in turning the operating business
- Horrible job in trying to deal the assets


From what I've seen I agree with these 2 statements.

For those who think it's about the management -- the Chairman was Sellers right? Since they owned a bunch of stock, I assume they were highly motivated to move the titanic assets. I actually think they've done a pretty decent job recently with the exhibitions business -- the past year I think they ran into some issues that were out of their control (Hurricane Sandy). They could consider contracting out the job of finding a buyer for these assets... but I don't know who the buyer would be. Ultimately the buyer of the Titanic assets would have to pay 10 figures plus to essentially have their name attached to showcasing these artifacts. You are essentially hoping for a $100 million + donation.
Title: Re: PRXI - Premier Exhibitions
Post by: APG12 on October 10, 2013, 10:07:15 AM
that's fine, but how do you value it? (circular reference to gold jaja)

Haha, I knew that was coming. You can't assign an intrinsic value but that doesn't mean it's worthless, that's all I'm saying. It's such a trivial observation that I doubt anyone disagrees.  ;)

Back to PRXI. I once saw someone describe the situation as a value investment that was taking so long that even the value investors were getting out. This seemed spot on to me. I only recently purchased shares so in the event that the assets are monetized, my IRR is going to be better than a lot of other people in this stock. I think that a lot of investors also need to step back and look at the big picture. If your investment doubles in 7 years, you'll have made 10% annualized which is nothing to sneeze at in this low-return environment. Even if the asset sale takes several more years, the IRR is really not going to be as bad as one would imagine after reading that conf call transcript!

So, my conclusion is that while everyone is focused on the timing of the sale, we should be far more focused on the sale price. Shareholders are really pressuring management to make the sale ASAP so let's hope that they don't sacrifice price for speed. There were a number of callers who just wanted them to sell the assets for whatever they can get at the moment. Folks, this company has been failing to execute for far too long but let's not all lose our heads! Extraordinary patience is a requirement to make money in this.

Which brings me to an observation I've made about my own emotional reaction to my investments: it's far easier to be patient and emotionally detached when a stock does not represent a large portion of your investment portfolio (I'm full of trivial observations today haha). Observe Exhibit A: http://seekingalpha.com/user/8467641/comments (http://seekingalpha.com/user/8467641/comments)
Title: Re: PRXI - Premier Exhibitions
Post by: ragu on October 10, 2013, 10:16:18 AM
I feel the main question isn't when the assets will be sold but, what is the normalized earnings for the operating business.

The only people who'll be in more trouble than those that own this for the assets are those that own it for the operating business.

Best,
Ragu
Title: Re: PRXI - Premier Exhibitions
Post by: gg on October 10, 2013, 10:28:25 AM
I've owned PRXI a few times over the past couple of years, mostly trying to trade on the market's pessimism/optimism on their ability to sell the assets. But one thing I have always had trouble with is that I think that many investors are anchored to the "appraisal" value of the titanic assets of ~$180 million. People often forget that appraisals are done by a hired 3rd party, and when dealing with something so illiquid, unique, and with stringent rules on how the asset can be utilized, there's no real way an appraiser can determine a value here. The only real value indicator is finding someone who will buy it, and seeing what they will pay (non-binding LOIs from non-profit groups who can't come up with the money do not qualify as a legitimate indicator of valuation).

On a side note, I live in Chicago, where we have a couple world-class museums that I visit every once in a while, and I've thought to myself: if one of these museums bought the entire Titanic collection and displayed them, would I really care to go to the museum to see them? The answer is honestly, not really. I am interested in history, art, and science--and I truly enjoy going to the local museums when there are interesting exhibits, and maybe I'm an outlier-- but frankly I'm just not that interested in the Titanic and I don't know really get what the attraction is.
Title: Re: PRXI - Premier Exhibitions
Post by: DTEJD1997 on October 10, 2013, 10:44:15 AM
On a side note, I live in Chicago, where we have a couple world-class museums that I visit every once in a while, and I've thought to myself: if one of these museums bought the entire Titanic collection and displayed them, would I really care to go to the museum to see them? The answer is honestly, not really.

To all the bulls out there...think about this...the people who were willing to PAY good money to see the relics have largely done so.  Once somebody has seen them, I don't think they will go back 2-3 years later.  So it is largely a one use audience.

Thus, the "paydirt" has largely been mined out, and now the mine is worth a LOT less.  The time to be selling Titanic assets was a few years ago...not now.

Of course, there are people that are fanatics and will come multiple times, but they are probably a very small subset of audience.  There are also people that might have missed it the first time around too....but I just don't see these things being worth $180MM.  Not even close.
Title: Re: PRXI - Premier Exhibitions
Post by: Kraven on October 10, 2013, 10:53:32 AM
I don't really care one way or the other, but guess I have a bit of a different view on it.  For whatever reason the Titanic has captured a place in people's minds and they continue to be fascinated by it.  I could see the assets having tremendous value.  Management has clearly butchered the whole thing.  I have to think there are any number of people/banks that could have moved these assets.  In any case, I am not sure why people think there isn't potentially value here.  Why is a painting worth $60 mil or whatever?  This is a boatload (literally) of different things.

To me the logical resting place absent some free spending museum is a high traffic tourist area where something could be built around it.  Times Square and Las Vegas come to mind with perhaps Vegas being better.  Some hotel could make some hay with it I would assume.  Just issue a few junk bonds and see what happens!  It's not like that money needs to be paid back.
Title: Re: PRXI - Premier Exhibitions
Post by: krazeenyc on October 10, 2013, 11:16:34 AM
I don't really care one way or the other, but guess I have a bit of a different view on it.  For whatever reason the Titanic has captured a place in people's minds and they continue to be fascinated by it.  I could see the assets having tremendous value.  Management has clearly butchered the whole thing.  I have to think there are any number of people/banks that could have moved these assets.  In any case, I am not sure why people think there isn't potentially value here.  Why is a painting worth $60 mil or whatever?  This is a boatload (literally) of different things.

To me the logical resting place absent some free spending museum is a high traffic tourist area where something could be built around it.  Times Square and Las Vegas come to mind with perhaps Vegas being better.  Some hotel could make some hay with it I would assume.  Just issue a few junk bonds and see what happens!  It's not like that money needs to be paid back.

I don't doubt the value of the titanic artifacts. Most expensive art that you see purchased is not being put permanently at a museum. And the pieces that are given to a museum would otherwise be in the hands of a private collector and hidden from the world -- essentially the benefactor is giving the world a gift when they donate it to a museum.  In the case of these artifacts, they are required to be available to the public -- so whether Bezos (random rich guy) buys it or not -- the public will get to see them.

By the way, I WANT to be convinced that there is a logical buyer. (So I can buy PRXI)
Title: Re: PRXI - Premier Exhibitions
Post by: ItsAValueTrap on October 10, 2013, 12:37:51 PM
Am I the only person who shorted this?  (In hindsight I covered too early.)

Obviously they've been trying to sell these artifacts and haven't been able to get an offer that's close to $180M.  Presumably they got out of the Guernsey auction because the reserve price wasn't met.
Title: Re: PRXI - Premier Exhibitions
Post by: luck on October 10, 2013, 01:56:00 PM
wow.  what an incompetent management team.  the viagra pharmacy question was the funniest thing i've come across in the last few days.  andrew shapiro is a top-notch activist.  hopefully, he and others can light a fire & make some changes.  at that point, might be worth looking into.
Title: Re: PRXI - Premier Exhibitions
Post by: OracleofCarolina on November 07, 2013, 06:06:22 PM
Noticed in a 8-k a couple if weeks ago, they added a new exhibit in conjunction with the Newseum in DC about the FBI and solving crimes...PRXI did not even bother to put out a press release...
Title: Re: PRXI - Premier Exhibitions
Post by: OracleofCarolina on November 20, 2013, 03:29:42 PM
http://finance.yahoo.com/news/premier-exhibitions-inc-adopts-compensation-210100367.html

It's about time they reduce some of the compensation expenses!

Title: Re: PRXI - Premier Exhibitions
Post by: APG12 on March 05, 2014, 06:43:22 AM
PRXI is down another ~30% since the last post here. Has everyone left this thing for dead? I absolutely refuse to sell any of my stock until they offload the Titanic. Unfortunately, I keep getting these visions of me as an old man gifting the stock to my great grandchildren.  :P
Title: Re: PRXI - Premier Exhibitions
Post by: DTEJD1997 on March 05, 2014, 07:07:56 AM
I take a peek at it every few days...

I am surprised it is trading as high as $.90/share!

I don't think I've ever seen a clearer case of poor management whose interest works against shareholders.

The restrictions on the Titanic artifacts clearly impair their value. 

They've got competition...

They get paid big kash...

Barring some type of sudden interest in the artifacts from a huge money source (China?), I just don't see how this ends well for shareholders.
Title: Re: PRXI - Premier Exhibitions
Post by: SFValue on March 05, 2014, 07:23:25 AM
can the artifacts be sold as is?

so far the answer is no....

if management is the problem that could be solved with activism, i suppose.
Title: Re: PRXI - Premier Exhibitions
Post by: ItsAValueTrap on March 05, 2014, 08:21:41 AM
if management is the problem that could be solved with activism, i suppose.

That's how current management got there!  (And apparently the team before them.)

LOL
Title: Re: PRXI - Premier Exhibitions
Post by: ItsAValueTrap on March 05, 2014, 08:26:05 AM
During the Arnie Geller era, Premier's lawyers fought tooth and nail to get permission to sell off pieces of the Titanic collection.  The judge denied them and actually hated Premier's lawyers for constantly trying to get permission to do that.  One of the VIC (valueinvestorsclub.com) writeups link to a court document where all of that is described.

Of course I never thought that Premier was a good long and shorted it for a small profit.
Title: Re: PRXI - Premier Exhibitions
Post by: OracleofCarolina on March 10, 2014, 03:59:17 PM
http://www.sec.gov/Archives/edgar/data/796764/000117184314001184/newsrelease.htm

for the peeps still clinging to PRXI, should be an interesting call

cheers!
Title: Re: PRXI - Premier Exhibitions
Post by: Gamecock-YT on March 10, 2014, 04:01:16 PM
They should have been doing this months ago.
Title: Re: PRXI - Premier Exhibitions
Post by: gg on March 10, 2014, 04:17:46 PM
http://www.sec.gov/Archives/edgar/data/796764/000117184314001184/newsrelease.htm

for the peeps still clinging to PRXI, should be an interesting call

cheers!

I'd imagine there's no way they'll have Q&A, so might not be as fun as it would be otherwise. My guess is that this company will have to revisit bankruptcy courts and have the rules on the ownership of Titanic assets changed before it can get sold.
Title: Re: PRXI - Premier Exhibitions
Post by: APG12 on March 11, 2014, 06:10:01 AM
http://www.sec.gov/Archives/edgar/data/796764/000117184314001184/newsrelease.htm

for the peeps still clinging to PRXI, should be an interesting call

cheers!

Anticlimactic call. So they retained JPM. I wish management would stop pretending like anyone cares about the operating business.
Title: Re: PRXI - Premier Exhibitions
Post by: gg on March 11, 2014, 06:50:54 AM
http://www.sec.gov/Archives/edgar/data/796764/000117184314001184/newsrelease.htm

for the peeps still clinging to PRXI, should be an interesting call

cheers!

Anticlimactic call. So they retained JPM. I wish management would stop pretending like anyone cares about the operating business.

What was the purpose of making it a conference call, instead of a press release? Seems like an enormous waste of time to have a call simply to announce that they hired JP Morgan
Title: Re: PRXI - Premier Exhibitions
Post by: OracleofCarolina on October 21, 2014, 06:56:10 PM
Sellers finally threw in the towel..he found someone to buy all his shares for $1.05....who is the Armada Group?

http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001193125%2D14%2D377541%2Etxt&FilePath=%5C2014%5C10%5C21%5C&CoName=PREMIER+EXHIBITIONS%2C+INC%2E&FormType=SC+13D%2FA&RcvdDate=10%2F21%2F2014&pdf=


Title: Re: PRXI - Premier Exhibitions
Post by: ItsAValueTrap on October 21, 2014, 07:29:56 PM
Thanks for the link.  I found the letter at the end somewhat interesting.  Looks like his nightmare is over.

Quote
Dear Partners:

Below is an excerpt from my letter dated May 31, 2013:

The saga of the Fund’s investment in Premier Exhibitions has been a long and interesting, and sometimes arduous, journey. The road has turned out to be longer than I thought it would be when we began the journey almost five years ago. I hope many of you will continue traveling with me until I can see things to a close. I want to thank all of you for your patience and support.

“Almost five years ago” has turned into “almost seven years ago.” But today I’m happy to announce that finally, we have entered into a deal to sell our entire position in Premier for $1.05 a share to the Armada Group, a company based in Florida. This represents a 42% premium to the stock price on the day of signing.

While I still believe in the underlying premise of our investment in Premier, the company continues to have significant unmet capital and operational needs to become successful. Unfortunately, the Fund and Sellers Capital are unable to fulfill those needs for Premier. In fact, the continued holding of our position may be an impediment to the company’s growth. The potential distribution of our shares (representing more than a year’s total trading volume) and the insufficiency of capital necessary to stabilize and grow the business may be holding back the stock price. As a result, the realization of greater value for the Fund’s investment is unlikely in any reasonably foreseeable time frame for the Fund. That is why I’ve decided to sell our block to Armada, as it is both willing and capable of purchasing the Fund’s investment outright on superior terms relative to current market conditions and Premier’s current status. In short, I believe that this is a prudent time to sell, and a fair and reasonable opportunity to do so.

We hope to close this sale by the end of October and will provide a distribution shortly thereafter. Over the next two weeks, we will be in contact with all of you to get account information so the proceeds of the distribution can be wired into your account. There will be a final, small distribution early next year after we complete the year-end accounting. We expect the funds and Sellers Capital will be closed down after this.

Please contact me with any questions you may have. Thank you.

 
Sincerely,
/s/ Mark Sellers III
Title: Re: PRXI - Premier Exhibitions
Post by: OracleofCarolina on November 19, 2014, 01:28:42 PM
Thanks for the link.  I found the letter at the end somewhat interesting.  Looks like his nightmare is over.

Quote

We hope to close this sale by the end of October and will provide a distribution shortly thereafter. Over the next two weeks, we will be in contact with all of you to get account information so the proceeds of the distribution can be wired into your account. There will be a final, small distribution early next year after we complete the year-end accounting. We expect the funds and Sellers Capital will be closed down after this.

Please contact me with any questions you may have. Thank you.

 
Sincerely,
/s/ Mark Sellers III

Maybe the deal is falling through..it was suppossed to close late October?
Title: Re: PRXI - Premier Exhibitions
Post by: usdtor05 on November 19, 2014, 02:08:47 PM
Why do you think the deal fell through? Have you heard people not getting distributions?
Title: Re: PRXI - Premier Exhibitions
Post by: OracleofCarolina on November 19, 2014, 03:43:19 PM
I would think Sellers would have to file a new 13D when he transfers ownership to The Armada group, right?
Title: Re: PRXI - Premier Exhibitions
Post by: usdtor05 on November 19, 2014, 03:51:32 PM
Right I think within 2 days typically and Armada within 10 or so...you're right I haven't seen anything either.
Title: Re: PRXI - Premier Exhibitions
Post by: mattone on December 01, 2014, 10:12:17 AM
the deal hasnt gone through:
http://www.sec.gov/Archives/edgar/data/796764/000119312514428610/d828887dsc13da.htm
Title: Re: PRXI - Premier Exhibitions
Post by: OracleofCarolina on December 01, 2014, 12:01:43 PM
http://www.sec.gov/Archives/edgar/data/796764/000119312514428610/d828887dsc13da.htm

welp, looks like as we suspected, the deal is off...the saga continues for Sellers Capital
Title: Re: PRXI - Premier Exhibitions
Post by: ItsAValueTrap on December 01, 2014, 02:06:20 PM
Crazy.  His nightmare continues.
Title: Re: PRXI - Premier Exhibitions
Post by: OracleofCarolina on December 08, 2014, 02:56:24 PM
it's only $725,000...but this is the 1st time I have seen PRXI win a lawsuit. They are usually the one's paying out, but not this time.

http://www.sec.gov/Archives/edgar/data/796764/000117184314005814/f8k_120814.htm
Title: Re: PRXI - Premier Exhibitions
Post by: usdtor05 on April 02, 2015, 08:04:44 PM
http://finance.yahoo.com/news/premier-exhibitions-inc-enters-definitive-020250857.html
Title: Re: PRXI - Premier Exhibitions
Post by: OracleofCarolina on April 02, 2015, 08:36:34 PM
This is good news..maybe fresh ideas and an entreprenuer in charge will turn this company around.
Title: Re: PRXI - Premier Exhibitions
Post by: OracleofCarolina on October 12, 2015, 04:07:45 PM
http://www.mlive.com/business/west-michigan/index.ssf/2015/09/titanic_lawsuit_sellers_premie.html

I don't have a horse in this race but this has been an interesting saga!
Title: Re: PRXI - Premier Exhibitions
Post by: portfolio14 on October 12, 2015, 04:53:27 PM
http://www.mlive.com/business/west-michigan/index.ssf/2015/09/titanic_lawsuit_sellers_premie.html

I don't have a horse in this race but this has been an interesting saga!

Wow. I haven't paid attention to this for a while. It's much worse than I remember. I was once long, admitted it was a mistake when they took on debt in 2013, took a meaningful loss and moved on.
Title: Re: PRXI - Premier Exhibitions
Post by: OracleofCarolina on January 21, 2016, 03:56:18 PM
Well, some folks were thinking that this would be the year PRXI catches a break. They have a new CEO and board members so maybe things will go their way for once. Well, I hate to burst your bubble, but take a look at this filing today.

Item 8.01. Other Events.
On December 9, 2015, Premier Exhibitions, Inc. (the “Company”) entered into a Secured Promissory Note and Guarantee (the “Note”) with Mr. Yanzi Gao as agent for the lenders listed therein (the “Lenders”), with an aggregate principal sum not to exceed US$5,000,000. The Note provides that the Company will make draws of: (i) $1,000,000 on or before December 10, 2015; (ii) $1,000,000 within five business days after delivering written notice to the Lenders requesting the second draw, on or before December 18, 2015; and (iii) $1,000,000 within five business days after delivering written notice to the Lenders requesting the third draw, on or before December 31, 2015, provided in each case there is no event of default under the Note. The Note provides the Company may request an additional advance in the amount of $2,000,000 at any time during the term of the Note, provided the Lenders shall have the option to grant or deny the request in their sole and absolute discretion. The proceeds of the Note shall be used in the normal course of the Company’s business operations.

 

On January 4, 2016, the Company agreed to delay the second draw until January 15, 2016, and the third draw until January 28, 2016. Interest on these amounts would not accrue until the amounts were received by the Company. The Note otherwise remained unchanged and in full effect.

While the first $1,000,000 draw was timely made in accordance with the terms of the Note, the Company did not receive the $1,000,000 draw that was scheduled for January 15, 2016, and has not received the draw to date. The Company has provided notice to the Lenders of the failure to deliver this draw in accordance with the terms of the Note, and is in discussions with the Lenders to determine when and if the funds will be delivered to the Company.
Title: Re: PRXI - Premier Exhibitions
Post by: Jurgis on January 21, 2016, 10:57:48 PM
PRXI is a great example of a broken company existing for years and drawing in a new set of patsies investors every year.

I paid for my lesson in 2008 or thereabouts.
Title: Re: PRXI - Premier Exhibitions
Post by: OracleofCarolina on June 14, 2016, 01:41:11 PM
it took awhile, but they finally went bankrupt!

http://www.sec.gov/Archives/edgar/data/796764/000117184316010644/exh_991.htm
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on June 16, 2016, 11:28:50 AM
Anybody else feel like equity is a speculative buy here?

9.4 million shares after reverse split and conversion of 13.5 million of debt, maybe 25ish million in liabilities now? Had 32 mm back in August, added 3 mm additional debt, but converted 13.5 mm into equity.

Not a huge claims hurdle until equity in the money. Assets were valued at over 100 million at one point.

Maybe they reorganize around a rights offering considering they are half owned by majority shareholder.

Pacer is not showing anything relevant yet.

Title: Re: PRXI - Premier Exhibitions
Post by: BeerBBQ on June 16, 2016, 01:01:16 PM
How much will it cost to get out of Times Square Lease?
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on June 16, 2016, 01:26:20 PM
google says:
http://bankruptcy.cooley.com/2006/10/articles/business-bankruptcy-issues/commercial-real-estate-leases-how-are-they-treated-in-bankruptcy/ (http://bankruptcy.cooley.com/2006/10/articles/business-bankruptcy-issues/commercial-real-estate-leases-how-are-they-treated-in-bankruptcy/)

not sure details of lease in this particular case
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on June 17, 2016, 10:55:06 AM
google says:
http://bankruptcy.cooley.com/2006/10/articles/business-bankruptcy-issues/commercial-real-estate-leases-how-are-they-treated-in-bankruptcy/ (http://bankruptcy.cooley.com/2006/10/articles/business-bankruptcy-issues/commercial-real-estate-leases-how-are-they-treated-in-bankruptcy/)

not sure details of lease in this particular case

Looks like lease was 10 years and they owed $45.8 mm on it on May 2014.

On April 9, 2014, the Company entered into a 130-month lease agreement for exhibition and retail space with 417 Fifth Avenue Real Estate, LLC in New York City, New York. This lease includes approximately 51,000 square feet of space at 417 Fifth Avenue between 37th and 38th streets in the Grand Central district and is near Bryant Park, the Empire State Building and only a few blocks east of Times Square.  Specific information about the exhibitions that will be opening in the space will be released at a later date.  In the first fiscal quarter of fiscal 2015, we purchased a $800 thousand certificate of deposit and pledged it as collateral for this lease.   An additional $900 thousand in collateral is due in the first fiscal quarter of 2016.  The lease commenced in July 2014 and we expect to begin presenting exhibitions in the leased space during the fiscal fourth quarter of 2015. Total future minimum payments under this lease are approximately $45.8 million.

So they would reject it in bankruptcy and landlord would be capped at 15% of remaining or roughly $5 million.
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on June 17, 2016, 10:57:39 AM
Does anybody own shares and have an interest in forming an equity committee?
I have been contacted by a large shareholder who is writing letter to the US Trustee.
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on June 23, 2016, 09:32:44 AM
Anybody else feel like equity is a speculative buy here?

9.4 million shares after reverse split and conversion of 13.5 million of debt, maybe 25ish million in liabilities now? Had 32 mm back in August, added 3 mm additional debt, but converted 13.5 mm into equity.

Not a huge claims hurdle until equity in the money. Assets were valued at over 100 million at one point.

Maybe they reorganize around a rights offering considering they are half owned by majority shareholder.

Pacer is not showing anything relevant yet.
I may just be talking to myself but...

So case management summary was posted on Pacer 6/14.
Relevant bits:
25-30mm revenue per year, 1Q was 6.3mm
Secured debt 3mm
Trade debt 12mm
Asset value (unaudited) 36mm of which half is Titanic related
Shares out:
7.94mm plus 1.43mm exchange shares

Stock already up 7 fold from first day, but bk looks like a catalyst to unlock value as I see they have filed a motion to sell some titanic assets. There will probably be a conflict between bk court and that other court that gave them "salver in possession" rights.
Title: Re: PRXI - Premier Exhibitions
Post by: maybe4less on June 23, 2016, 11:02:12 AM
Assuming the BK court allows the Titanic collection to be broken up, do the company's claims about the values of individual pieces seem credible? They say just four artifacts could go for $10M. I mean, I guess if a cracker sold last year for $23k...

http://blogs.wsj.com/bankruptcy/2016/06/22/premier-exhibitions-floats-sale-of-titanic-items/
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on July 13, 2016, 07:43:33 AM
Stock is up 18x or so from day they filed.
Maybe all my value traps should file bankruptcy...

Title: Re: PRXI - Premier Exhibitions
Post by: Haasje on July 13, 2016, 08:29:15 AM
What is today's+78% about? Did I overlook a filing or news item?
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on July 13, 2016, 09:28:01 AM
What is today's+78% about? Did I overlook a filing or news item?
They had a hearing yesterday about the motion to sell "French Artifacts" free and clear. Objections were filed by US Trustee and Commerce department claiming improper notice to French government, no description of sales procedure or items to be sold, no filing of schedules hence Trustee can't rule on appropriateness of appointing equity committee (who should have say in matter). In addition, there were pledges by company to the French to use artifacts for cultural purposes and not to sell them in addition to an agreement with US to keep all artifacts together as much as possible. So Trustee says they should settle those matters in a lawsuit, not at a bankruptcy hearing.

I take it the judge did not rule either way yesterday and took matter under advisement. But with only 10 million shares out and 25 or so million claims hurdle the stock is a pretty levered bet. Bankruptcy may be an efficient/clever way to clear up title to artifacts and allow company to auction them off.
Title: Re: PRXI - Premier Exhibitions
Post by: HH2010 on July 25, 2016, 02:10:17 AM
Extremely frustrating that I specifically asked management on a conference call 12-18 months ago whether the Titanic assets would be sold in a bankruptcy, and they told me no the company would not have rights to the asset.
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on July 25, 2016, 06:23:04 AM
Extremely frustrating that I specifically asked management on a conference call 12-18 months ago whether the Titanic assets would be sold in a bankruptcy, and they told me no the company would not have rights to the asset.
Well I think that is still in dispute! No sure thing they can sell assets free and clear at this point.
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on July 25, 2016, 09:32:05 AM
Order on Sale Motion attached.
Court orders PRXI to bring adversary procedure to determine whether French Government has interests in artifacts. Good background and summary in document.
Title: Re: PRXI - Premier Exhibitions
Post by: Haasje on July 26, 2016, 04:31:30 PM
Thnx
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on August 24, 2016, 01:55:38 PM
Equity committee appointed today 8/24.
They also filed adversary proceedings against French on 8/17 to sell French artifacts free and clear of liens.
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on August 24, 2016, 01:57:02 PM
Equity committee appointed today 8/24.
They also filed adversary proceedings against French on 8/17 to sell French artifacts free and clear of liens.
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on May 19, 2017, 06:44:14 AM
Equity committee put up a website http://www.jndla.com/cases/premiercommittee?r=1 (http://www.jndla.com/cases/premiercommittee?r=1)
Has links to both the bankruptcy docket and the civil docket where the lawsuit against French was filed.
So no need to spend Pacer money.

Apparently the French never responded to being served in the civil case and the way is clear to sell all assets free and clear.

Explains stock rise to $4 perhaps.

Traded $0.25 the day they filed...
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on May 19, 2017, 08:46:38 AM
Equity committee laid out road map and timeline to sale of assets yesterday:

EQUITY COMMITTEE ENTERS CHAPTER 11 PLAN SUPPORT AGREEMENT

    On May 18, 2017, Premier Exhibitions, Inc. (the “Debtor”) filed a Motion for an Order Authorizing the Debtors, the Official Committee Of Unsecured Creditors and the Official Committee of Equity Security Holders to Enter Into and Perform Their Obligations Under A Plan Support Agreement (the “PSA Motion”). [Docket No. 587].   That Motion has attached to it an agreement (the “Plan Support Agreement”) among the Debtors, the Equity Committee, and the Creditors Committee to support a Chapter 11 Plan 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 the company that holds the Titanic Artifacts, RMS Titanic Inc.  The remaining Debtors and their assets likewise will be sold.  Further details of the contemplated Chapter 11 Plan may be found in the Complete Sale Term Sheet that is attached to the PSA Motion as Exhibit A.

    The Debtors and the Committees now will turn to drafting the Chapter 11 Plan that will put into effect that sale process. The Chapter 11 Plan that the Equity Committee expects will result from these efforts will be distributed together with a Disclosure Statement after approval by the Bankruptcy Court.

    No solicitation of votes or support for a Chapter 11 plan may be made until after the Court has approved the Disclosure Statement.  This notice from the Equity Committee does not constitute an offer of securities or a solicitation or offer to purchase securities, nor is it an offer or solicitation for any chapter 11 plan, and is being presented solely to advise of the filing of the PSA Motion.

    The PSA Motion has been entered onto the Bankruptcy Court’s Docket as Docket No. 587 and may be found elsewhere on this website under “Court Docket.”  The Plan Support Agreement is attached to the PSA Motion and is summarized below:

Summary of the material terms of the PSA1:
Milestones
The following deadlines are established by the PSA. In the event that the Debtors fail to meet such deadlines, the Supporting Committees may terminate the PSA.

    (a) The Debtors and their professionals shall prepare marketing materials for use in connection with the Marketing Process, which materials shall be subject to the review and approval of the Supporting Committees and their professionals, on or prior to May 19, 2017;

    (b) Following approval of such materials, the Debtors’ and Supporting Committees’ financial advisors shall commence the Marketing Process, which process shall establish a deadline of July 21, 2017 for interested parties to submit letters of intent (each, a “LOI”) to the Debtors (the “LOI Deadline”).  On receipt of any LOI, the Debtors shall provide copies to the Supporting Committees and their professionals;

    (c) On expiration of the LOI Deadline, the Debtors and Supporting Committees shall evaluate any LOIs received, and no later than seven (7) calendar days from the LOI Deadline, the Debtors and Supporting Committees shall select candidates for management visits and further negotiations;

    (d) On or prior to the later of  September 25, 2017, or two (2) weeks following the LOI Deadline (the “Stalking Horse Designation Deadline”), the Debtors shall, with the consent of the Supporting Committees (such consent not to be unreasonably withheld), designate one or more Stalking Horse Bidders committed to purchase interests in and/or assets of the Debtors, negotiate and enter into one or more Asset Purchase Agreements for such interests and/or assets of the Debtors with any designated Stalking Horse Bidders, and file a Sale Motion;

    (e) On or prior to the later of October 23, 2017, or four (4) weeks from the filing of the Sale Motion, the Company shall obtain entry of the Sale Procedures Order;

    (f) In the event that the Auction is to be conducted, such Auction shall occur on or prior to the later November 20, 2017, or five (5) weeks from the entry of the Sale Procedures Order;

    (g) On or prior to the later of October 20, 2017, or three (3) weeks from the Stalking Horse Designation Deadline, the Company will file the Complete Sale Plan and Complete Sale Disclosure Statement (providing, among other things, for the consummation of the sale of substantially all of the interests in and assets of the Debtors through the Complete Sale Plan);

    (h) On or prior to the later of October 27, 2017, or five (5) business days from the filing of the Complete Sale Plan and Complete Sale Disclosure Statement, the Company will file a motion for approval of the Complete Sale Disclosure Statement;

    (i) On or prior to the later of December 7, 2017, or six (6) weeks from the filing of the Complete Sale Plan and Complete Sale Disclosure Statement, the Company shall obtain entry of an order approving the Complete Sale Disclosure Statement;

    (j) On or prior to the later of January 12, 2018, or seven (7) weeks from the hearing on the Complete Sale Disclosure Statement, the Company shall obtain entry of the Confirmation Order confirming the Complete Sale Plan;

    (k) On or prior to the later of January 26, 2018 or thirteen (13) business days from the entry of the Confirmation Order confirming the Complete Sale Plan, all conditions precedent to the Effective Date of the Complete Sale Plan (with the exception of an order of the Eastern District of Virginia approving the sale to a Winning Bidder of any portion of the artifact collection held by RMST over which the Eastern District of Virginia has jurisdiction) shall have occurred.

Title: Re: PRXI - Premier Exhibitions
Post by: chesko182 on January 22, 2018, 05:55:43 PM
Found this investment by reading Artko Capital Annual Letter, excerpt below:
“We added a 2% position in the equity of Premier Exhibitions Inc, the owner and operator of popular exhibitions in the United States and internationally. The company is currently in bankruptcy and its approximate $50mm equity value (vs $13mm in liabilities) is backed by its ownership in incredibly valuable Titanic and Bodies exhibition assets. The company owns over 5,500 pieces recovered from arguably the world’s most famous shipwreck, as well as salvage and movie rights, which as recently as 2014 have been valued at $218 mm/$23 per share by a reputable collections house. The company has turned around operations and is now profitable generating approximately $2-3mm in annual EBITDA. While the previous asset auction was somewhat mismanaged and has now been cancelled, we believe the recent involvement of Apollo on the equity committee and an increase in the number of global billionaires who may be interest in the vanity purchase of these assets increases the probability that significant value may be realized in the next 12-24 months. We view this investment as an option with very favorable risk/reward probabilities, where our downside scenario is $3-4 per share valued as a straight cash flow asset at low double digit multiples versus $25-45 per share upside should the assets be sold based on their value as a timeless collectible.”

Spent the better part of the day doing some research on this, and man what an interesting story. Finally ran into this post and amazing to see some people have been following/trading around this story for many years. Seems like an interesting risk/reward at this point assuming they're able to sell the artifacts at a decent price. With the recent DaVinci auction grabbing 4X the estimated value you may even see a crazy good outcome.

A couple of questions I have in case anyone is still following it:
1) do they really only have $13mm in liabilities? what is the actual document that shows this?
2) couldn't find anywhere that they're generating 2-3mm in EBITDA
3) is there any update on the legal issue behind the french collection assets, and what an actual buyer could do with them? Would he have to show them or can he keep it in his mansion? No way a billionaire will buy this if it has to be exhibited to the public
4) they had set a date for an actual bidding on February 2018 but they cancelled it last month given that they have ongoing discussions with stakeholders and are trying to find the best path going forward...why has it been so hard for them to sell these assets?
5) his downside of $3-4 p/share sounds too good to be true to me... what is different now vs. 1-2 years ago when this was trading at much less than $1?

Any thoughts appreciated
Title: Re: PRXI - Premier Exhibitions
Post by: eclecticvalue on January 22, 2018, 06:19:29 PM

1) do they really only have $13mm in liabilities? what is the actual document that shows this?
3) is there any update on the legal issue behind the french collection assets, and what an actual buyer could do with them? Would he have to show them or can he keep it in his mansion? No way a billionaire will buy this if it has to be exhibited to the public
4) they had set a date for an actual bidding on February 2018 but they cancelled it last month given that they have ongoing discussions with stakeholders and are trying to find the best path going forward...why has it been so hard for them to sell these assets?


1. It is probably in a bankruptcy document or check the past filings.
3. The buyer would have to show them. That was the main problem when they tried to auction off the assets years ago.
4. The reason why I mentioned above. The buyer will have to showcase the assets and can't hide it from the public. For some reason, the people running the auctions have had a hard time finding buyers.
Title: Re: PRXI - Premier Exhibitions
Post by: Fowci on January 23, 2018, 12:03:19 AM
Found this investment by reading Artko Capital Annual Letter, excerpt below:
“We added a 2% position in the equity of Premier Exhibitions Inc, the owner and operator of popular exhibitions in the United States and internationally. The company is currently in bankruptcy and its approximate $50mm equity value (vs $13mm in liabilities) is backed by its ownership in incredibly valuable Titanic and Bodies exhibition assets. The company owns over 5,500 pieces recovered from arguably the world’s most famous shipwreck, as well as salvage and movie rights, which as recently as 2014 have been valued at $218 mm/$23 per share by a reputable collections house. The company has turned around operations and is now profitable generating approximately $2-3mm in annual EBITDA. While the previous asset auction was somewhat mismanaged and has now been cancelled, we believe the recent involvement of Apollo on the equity committee and an increase in the number of global billionaires who may be interest in the vanity purchase of these assets increases the probability that significant value may be realized in the next 12-24 months. We view this investment as an option with very favorable risk/reward probabilities, where our downside scenario is $3-4 per share valued as a straight cash flow asset at low double digit multiples versus $25-45 per share upside should the assets be sold based on their value as a timeless collectible.”

Spent the better part of the day doing some research on this, and man what an interesting story. Finally ran into this post and amazing to see some people have been following/trading around this story for many years. Seems like an interesting risk/reward at this point assuming they're able to sell the artifacts at a decent price. With the recent DaVinci auction grabbing 4X the estimated value you may even see a crazy good outcome.

A couple of questions I have in case anyone is still following it:
1) do they really only have $13mm in liabilities? what is the actual document that shows this?
2) couldn't find anywhere that they're generating 2-3mm in EBITDA
3) is there any update on the legal issue behind the french collection assets, and what an actual buyer could do with them? Would he have to show them or can he keep it in his mansion? No way a billionaire will buy this if it has to be exhibited to the public
4) they had set a date for an actual bidding on February 2018 but they cancelled it last month given that they have ongoing discussions with stakeholders and are trying to find the best path going forward...why has it been so hard for them to sell these assets?
5) his downside of $3-4 p/share sounds too good to be true to me... what is different now vs. 1-2 years ago when this was trading at much less than $1?

Any thoughts appreciated


Main thing is that it is impossible to make money buying PRXI. Never do it. Never.
Title: Re: PRXI - Premier Exhibitions
Post by: chesko182 on January 24, 2018, 06:33:46 PM
Seems like so many people have gotten burned with this that there's very little interest. But I'm coming in with a fresh mind, so I'm trying to be flexible even after all the horror stories.

 I read some of the documents filed with the Bankruptcy courts and found some useful information. What has changed in the past year? The French Collection assets have a clean title, clear of any claims, liens etc. This was a major obstacle for the sale of artifacts before, and it seems to have been part of the strategy of filing for a voluntary bankruptcy. Second, the Ad Hoc equity committee (which includes Apollo) filed a motion to block the bidding process that was going to take place in February as they described it like a fire sale. I read through their explanation and most of it seemed logical to me. They are working with the Support Committee (equity holders and creditors) to come up with a solution that maximizes the value of the estate, management's incompetence is being dealt with in some way at least.

This may be an overly simplistic approach, but I think it's the right way to look at this and I'm considering a small position given the expected value I'm coming up with:
-Scenario 1: Equity is worthless, creditors are desperate to get paid back and equity is wiped out via debt-equity conversion or something of that sort, management refuses to sell the assets or there is no appetite whatsoever. 10% probability, $0 p/share
-Scenario 2: No sale of the titanic assets, or maybe just enough to payback creditors and equity is untouched. Company emerges from bankruptcy and remains in operation and equity trades on a cash flow basis, ignoring value of titanic assets. 20% probability, $3 p/share
-Scenario 3: Titanic assets sold below appraisal value, call it $50-70mm, creditors get paid, equity gets special dividend/return of capital. 30% probability, $6-7 p/share
-Scenario 4: Titanic asset sold around appraisal value. There have been different appraisals at different times, but let's use the lower estimates around $150mm. Probability 20%, $12-13 p/share
-Scenario 5: Blue sky, Titanic assets sold for more than the appraised value (not unrealistic considering how the art world works and what we have seen recently) Call it $300mm, not too far above appraised value. Probability of 20%, roughly $26 p/share
EXPECTED VALUE: $10.4 p/share vs 5.40 currently Pretty good margin of safety to me...
 
I tried to be conservative in my assumptions (mostly focusing on the value of the assets, not the business or intangibles/IP/rights etc), but also balanced by including a draconian scenario as well as the possibility of a very good outcome which cannot be taken off the table.

Given this is a special situation I think this is the right way to look at this trade.

Thoughts are encouraged and appreciated.
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on January 25, 2018, 09:47:13 AM
Seems like so many people have gotten burned with this that there's very little interest. But I'm coming in with a fresh mind, so I'm trying to be flexible even after all the horror stories.

 I read some of the documents filed with the Bankruptcy courts and found some useful information. What has changed in the past year? The French Collection assets have a clean title, clear of any claims, liens etc. This was a major obstacle for the sale of artifacts before, and it seems to have been part of the strategy of filing for a voluntary bankruptcy. Second, the Ad Hoc equity committee (which includes Apollo) filed a motion to block the bidding process that was going to take place in February as they described it like a fire sale. I read through their explanation and most of it seemed logical to me. They are working with the Support Committee (equity holders and creditors) to come up with a solution that maximizes the value of the estate, management's incompetence is being dealt with in some way at least.

This may be an overly simplistic approach, but I think it's the right way to look at this and I'm considering a small position given the expected value I'm coming up with:
-Scenario 1: Equity is worthless, creditors are desperate to get paid back and equity is wiped out via debt-equity conversion or something of that sort, management refuses to sell the assets or there is no appetite whatsoever. 10% probability, $0 p/share
-Scenario 2: No sale of the titanic assets, or maybe just enough to payback creditors and equity is untouched. Company emerges from bankruptcy and remains in operation and equity trades on a cash flow basis, ignoring value of titanic assets. 20% probability, $3 p/share
-Scenario 3: Titanic assets sold below appraisal value, call it $50-70mm, creditors get paid, equity gets special dividend/return of capital. 30% probability, $6-7 p/share
-Scenario 4: Titanic asset sold around appraisal value. There have been different appraisals at different times, but let's use the lower estimates around $150mm. Probability 20%, $12-13 p/share
-Scenario 5: Blue sky, Titanic assets sold for more than the appraised value (not unrealistic considering how the art world works and what we have seen recently) Call it $300mm, not too far above appraised value. Probability of 20%, roughly $26 p/share
EXPECTED VALUE: $10.4 p/share vs 5.40 currently Pretty good margin of safety to me...
 
I tried to be conservative in my assumptions (mostly focusing on the value of the assets, not the business or intangibles/IP/rights etc), but also balanced by including a draconian scenario as well as the possibility of a very good outcome which cannot be taken off the table.

Given this is a special situation I think this is the right way to look at this trade.

Thoughts are encouraged and appreciated.
I'm still interested - holding 75% of what I bought post bk.
A few thoughts:
Doc#900 says "debts are less than 20 million", doc#850 says "biz is stable and appears cash flow positive".
Only French artifacts are owned "free and clear" and able to be sold with no restrictions.
Debtors seem incompetent and actively screw up repeatedly in everything they do.
Clock is ticking on exclusivity - lasts until 2/14/18, at which point anyone can propose a plan.
Title: Re: PRXI - Premier Exhibitions
Post by: DukeCrow on March 01, 2018, 02:52:15 PM
Mediation occurred earlier this week. The mediator's report should be out sometime next week.

Hopefully, it provides good details on what took place. Debtors exclusivity has expired, so I'm looking forward to what comes out of the mediation and/or what plans are put forth by Alta/Apollo/etc.
Title: Re: PRXI - Premier Exhibitions
Post by: DukeCrow on March 01, 2018, 03:03:39 PM
5) his downside of $3-4 p/share sounds too good to be true to me... what is different now vs. 1-2 years ago when this was trading at much less than $1?
If you look at the acquisition by DinoKing (where Sellers literally gave half the company away for no reason), they included a contingent payout if the operating company hit certain targets (expansion into Macau, renewal of Cedar Fair contract, etc). The problem was that the company had no cash to make the payments, so DinoKing could force their hand to make the (fixed) payments in stock. So it was like a death spiral. The lower the stock went the more stock that would be issued to make those payments. It was an egregious term agreed to by Sellers (who should be sued for his negligence). With the stock below 20 cents, the dilution would have been so massive that shareholders would have been diluted into non-existence.

I'm guessing the terms aren't valid in bankruptcy, but I'm not sure. Hopefully, if they are still valid, they're just another creditor that has to line up and can accept payment after the reorg plan is executed -- and they can't just dilute the hell out of current shareholders.
Title: Re: PRXI - Premier Exhibitions
Post by: DukeCrow on March 01, 2018, 03:14:49 PM
(https://kicentral.com/thumbor/NGf8Zj9KS4PibUSj5EkIyA6g8ck=/fit-in/1280x768/https%3A%2F%2Fuploads.tapatalk-cdn.com%2F20170923%2Fd55ee4052be007805b899ed430c957f3.png)

Great news for the contingent payouts, lol!
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on March 01, 2018, 05:07:42 PM
google says:
http://bankruptcy.cooley.com/2006/10/articles/business-bankruptcy-issues/commercial-real-estate-leases-how-are-they-treated-in-bankruptcy/ (http://bankruptcy.cooley.com/2006/10/articles/business-bankruptcy-issues/commercial-real-estate-leases-how-are-they-treated-in-bankruptcy/)

not sure details of lease in this particular case

Looks like lease was 10 years and they owed $45.8 mm on it on May 2014.

On April 9, 2014, the Company entered into a 130-month lease agreement for exhibition and retail space with 417 Fifth Avenue Real Estate, LLC in New York City, New York. This lease includes approximately 51,000 square feet of space at 417 Fifth Avenue between 37th and 38th streets in the Grand Central district and is near Bryant Park, the Empire State Building and only a few blocks east of Times Square.  Specific information about the exhibitions that will be opening in the space will be released at a later date.  In the first fiscal quarter of fiscal 2015, we purchased a $800 thousand certificate of deposit and pledged it as collateral for this lease.   An additional $900 thousand in collateral is due in the first fiscal quarter of 2016.  The lease commenced in July 2014 and we expect to begin presenting exhibitions in the leased space during the fiscal fourth quarter of 2015. Total future minimum payments under this lease are approximately $45.8 million.

So they would reject it in bankruptcy and landlord would be capped at 15% of remaining or roughly $5 million.
This got settled for $5.5 mm according to docket #943 filed earlier this month.
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on March 01, 2018, 05:17:47 PM
5) his downside of $3-4 p/share sounds too good to be true to me... what is different now vs. 1-2 years ago when this was trading at much less than $1?
If you look at the acquisition by DinoKing (where Sellers literally gave half the company away for no reason), they included a contingent payout if the operating company hit certain targets (expansion into Macau, renewal of Cedar Fair contract, etc). The problem was that the company had no cash to make the payments, so DinoKing could force their hand to make the (fixed) payments in stock. So it was like a death spiral. The lower the stock went the more stock that would be issued to make those payments. It was an egregious term agreed to by Sellers (who should be sued for his negligence). With the stock below 20 cents, the dilution would have been so massive that shareholders would have been diluted into non-existence.

I'm guessing the terms aren't valid in bankruptcy, but I'm not sure. Hopefully, if they are still valid, they're just another creditor that has to line up and can accept payment after the reorg plan is executed -- and they can't just dilute the hell out of current shareholders.

Look at docket #8 filed 6/14/16 for a breakdown of equity outstanding. I believe the "exchangeco" shares are based on the contingent payout and there may be some grounds to claw them back. I know the equity committee has explored the issue.

37. As of June 9, 2016, the there were 65,000,000 shares of Company
common stock, $.0001 par value authorized, of which 7,938,396 shares were issued
and of which 7,938,195 are outstanding. In addition, the shareholders of 1032403 B.C.
Ltd. (“Exchangeco”) have the right to exchange all of the 1,434,723 outstanding shares
of Exchangeco for 1,434,723 shares of Premier common stock at any time and without
payment of any further consideration. In addition, the holders of the Exchangeco
shares own one share of Class 1 Special Voting Stock and one share of Class 2 Special
Voting Stock which have no rights to dividends or payments upon liquidation but entitle
the holder of the Class 1 or Class 2 Special Voting Stock to vote at any shareholder
meeting, together with the holders of Company common stock, a number of votes equal
to the number of Exchangeco shares held by such holder of Class 1 or Class 2 Special
Voting Stock.
B.
Title: Re: PRXI - Premier Exhibitions
Post by: DukeCrow on March 01, 2018, 07:15:13 PM
5) his downside of $3-4 p/share sounds too good to be true to me... what is different now vs. 1-2 years ago when this was trading at much less than $1?
If you look at the acquisition by DinoKing (where Sellers literally gave half the company away for no reason), they included a contingent payout if the operating company hit certain targets (expansion into Macau, renewal of Cedar Fair contract, etc). The problem was that the company had no cash to make the payments, so DinoKing could force their hand to make the (fixed) payments in stock. So it was like a death spiral. The lower the stock went the more stock that would be issued to make those payments. It was an egregious term agreed to by Sellers (who should be sued for his negligence). With the stock below 20 cents, the dilution would have been so massive that shareholders would have been diluted into non-existence.

I'm guessing the terms aren't valid in bankruptcy, but I'm not sure. Hopefully, if they are still valid, they're just another creditor that has to line up and can accept payment after the reorg plan is executed -- and they can't just dilute the hell out of current shareholders.

Look at docket #8 filed 6/14/16 for a breakdown of equity outstanding. I believe the "exchangeco" shares are based on the contingent payout and there may be some grounds to claw them back. I know the equity committee has explored the issue.

37. As of June 9, 2016, the there were 65,000,000 shares of Company
common stock, $.0001 par value authorized, of which 7,938,396 shares were issued
and of which 7,938,195 are outstanding. In addition, the shareholders of 1032403 B.C.
Ltd. (“Exchangeco”) have the right to exchange all of the 1,434,723 outstanding shares
of Exchangeco for 1,434,723 shares of Premier common stock at any time and without
payment of any further consideration. In addition, the holders of the Exchangeco
shares own one share of Class 1 Special Voting Stock and one share of Class 2 Special
Voting Stock which have no rights to dividends or payments upon liquidation but entitle
the holder of the Class 1 or Class 2 Special Voting Stock to vote at any shareholder
meeting, together with the holders of Company common stock, a number of votes equal
to the number of Exchangeco shares held by such holder of Class 1 or Class 2 Special
Voting Stock.
B.

Thanks for pointing me to that docket. That's interesting that the Equity Committee has explored a clawback of those shares. I'm sure that was brought up in the mediation.

That's not, however, the contingent payouts (or "Success Payments" as they called it in the merger agreement) I was speaking of. Here's a link from the merger agreement spelling out the "Success Payments." A total of $8.6 million that can be paid out in cash or shares -- not at the discretion of the company but at the discretion of the DinoKing shareholders. Good thing is that it looks like Cedar Fair is moving on from their Dinosaur exhibits and that is half the value of the contingent payouts.
https://www.sec.gov/Archives/edgar/data/796764/000117184315005188/gffdef14a_082815.htm#a_038

My understanding is that these payouts don't get extinguished in bankruptcy. They either survive or get renegotiated or exchanged. But achieving the targets seems to be getting less and less likely (the deadline for opening a Macau exhibit is June 30, 2018).
Title: Re: PRXI - Premier Exhibitions
Post by: DukeCrow on March 06, 2018, 06:43:02 AM
Looks like mediation is still ongoing to resolve a few issues. The good thing is that the AdHoc Equity Group took part in the mediation, as well.
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on March 06, 2018, 10:32:20 AM
Looks like mediation is still ongoing to resolve a few issues. The good thing is that the AdHoc Equity Group took part in the mediation, as well.
I'm not so sure the AdHoc group isn't trying to surpress an auction in order to win a low ball bid. They ain't the little guy in this drama.
I think the formal EC is more in favor of an auction at Christie's or Sotheby's for example.
Title: Re: PRXI - Premier Exhibitions
Post by: DukeCrow on March 06, 2018, 12:48:37 PM
Looks like mediation is still ongoing to resolve a few issues. The good thing is that the AdHoc Equity Group took part in the mediation, as well.
I'm not so sure the AdHoc group isn't trying to surpress an auction in order to win a low ball bid. They ain't the little guy in this drama.
I think the formal EC is more in favor of an auction at Christie's or Sotheby's for example.
Curious why you say that. Everything I've read points to them wanting to have a properly marketed auction process taking place over 9+ months, while the Equity Committee committed themselves to the mercy of the Debtors rushed auction process with no ability to solicit alternative bids or plans. Don't get me wrong, I do trust the Equity Committee, but I'm also glad the Adhoc group is there as another group to challenge the Debtors.

I don't trust the Dinoking insiders one bit. If anything, I would guess they would be the ones trying to win the Titanic assets in a low-ball bid. I'm very glad they have other groups keeping them in check.
Title: Re: PRXI - Premier Exhibitions
Post by: JanSvenda on March 07, 2018, 02:36:16 AM
Hey guys,

equity holder here. I am going to write a report on Seeking Alpha because the recent share price action did not really reflect the developments in the court as there was nothing that would inherently change the dynamics of the thesis. Sure everything has been protracted and chaotic but we still do not know whether there is less interest in the artifacts. Furthermore, now that the exclusivity is gone, I believe that the proceedings could be sped up. If you think there is something I should pay an increased amount of attention in the report, let me know.

Re: AdHoc group - I think they might be open to run the biz as going concern as per docket #850, which is disconcerting.

I wrote the following email to their lawyer.

...I would like to ask the following questions;

1) Why does the Ad Hoc group think that they can offer an alternative when they did not finish their due diligence? Isn't there a risk that they would finish their due diligence and then reject the funding?

I am referring to this section of the objection;

'It just needs a little more time, and access to due diligence information'

The wording even seems to hint that they have not yet accessed any due diligence information.

2) Why does the group think that the entity is worth more as a going concern?

The exhibition business has been losing money in the past and even if this was due to the management, the cash flow stream was only attractive roughly 10 years ago. Who knows if the artifacts can attract such crowds again.

A public institution would be a better holder of the assets as they would not be forced to try to squeeze profit out of it.

Moreover, the fact that the company failed to sell the artifacts in 2012 already casts doubt on the value of the assets. However, more so on the value of the cash flow stream. The artifacts have intangible value that is certain, but the value of the connected cash flow stream is hardly the same.

Certainly, any argument of the Ad Hoc Equity Group is necessarily a forecast that would assume that past is not a good indication of the future which is a challenging argument to defend.

3) Why does the group think that there are alternatives (apart from their funding) when the management mentioned that they have tried searching for alternatives since bankruptcy and nothing clear came out of this effort?

I believe if one listens to the court recordings, one can see the reason for the sale quite clearly.

4) I do not understand the following sentence;

'Subsequently, the Debtors disclosed that their U.S. and French artifacts had only recently been appraised by “noted personal property and fine arts appraiser Richard Raymond Alasko” at approximately $218 million.'

The group is not well informed about the case or is unclear in wording. The appraisal happened in 2014, not recently - https://www.sec.gov/Archives/edgar/data/796764/000117184314004750/exh_992.htm
Title: Re: PRXI - Premier Exhibitions
Post by: SnarkyPuppy on March 07, 2018, 04:26:28 AM
Hey guys,

equity holder here. I am going to write a report on Seeking Alpha because the recent share price action did not really reflect the developments in the court as there was nothing that would inherently change the dynamics of the thesis. Sure everything has been protracted and chaotic but we still do not know whether there is less interest in the artifacts. Furthermore, now that the exclusivity is gone, I believe that the proceedings could be sped up. If you think there is something I should pay an increased amount of attention in the report, let me know.

Re: AdHoc group - I think they might be open to run the biz as going concern as per docket #850, which is disconcerting.

I wrote the following email to their lawyer.

...I would like to ask the following questions;

1) Why does the Ad Hoc group think that they can offer an alternative when they did not finish their due diligence? Isn't there a risk that they would finish their due diligence and then reject the funding?

I am referring to this section of the objection;

'It just needs a little more time, and access to due diligence information'

The wording even seems to hint that they have not yet accessed any due diligence information.

2) Why does the group think that the entity is worth more as a going concern?

The exhibition business has been losing money in the past and even if this was due to the management, the cash flow stream was only attractive roughly 10 years ago. Who knows if the artifacts can attract such crowds again.

A public institution would be a better holder of the assets as they would not be forced to try to squeeze profit out of it.

Moreover, the fact that the company failed to sell the artifacts in 2012 already casts doubt on the value of the assets. However, more so on the value of the cash flow stream. The artifacts have intangible value that is certain, but the value of the connected cash flow stream is hardly the same.

Certainly, any argument of the Ad Hoc Equity Group is necessarily a forecast that would assume that past is not a good indication of the future which is a challenging argument to defend.

3) Why does the group think that there are alternatives (apart from their funding) when the management mentioned that they have tried searching for alternatives since bankruptcy and nothing clear came out of this effort?

I believe if one listens to the court recordings, one can see the reason for the sale quite clearly.

4) I do not understand the following sentence;

'Subsequently, the Debtors disclosed that their U.S. and French artifacts had only recently been appraised by “noted personal property and fine arts appraiser Richard Raymond Alasko” at approximately $218 million.'

The group is not well informed about the case or is unclear in wording. The appraisal happened in 2014, not recently - https://www.sec.gov/Archives/edgar/data/796764/000117184314004750/exh_992.htm

Quick reaction to this is-  if they are going to run this as a going concern-  how much cash flow do you suspect they generate annually?   When I last looked at this, I saw roughly ~$2.5mm (going off memory) in FCF but I was normalizing the first 9 months of FY2017
Title: Re: PRXI - Premier Exhibitions
Post by: DukeCrow on March 07, 2018, 07:58:05 AM
Hey guys,

equity holder here. I am going to write a report on Seeking Alpha because the recent share price action did not really reflect the developments in the court as there was nothing that would inherently change the dynamics of the thesis. Sure everything has been protracted and chaotic but we still do not know whether there is less interest in the artifacts. Furthermore, now that the exclusivity is gone, I believe that the proceedings could be sped up. If you think there is something I should pay an increased amount of attention in the report, let me know.

Re: AdHoc group - I think they might be open to run the biz as going concern as per docket #850, which is disconcerting.

I wrote the following email to their lawyer.

...I would like to ask the following questions;

1) Why does the Ad Hoc group think that they can offer an alternative when they did not finish their due diligence? Isn't there a risk that they would finish their due diligence and then reject the funding?

I am referring to this section of the objection;

'It just needs a little more time, and access to due diligence information'

The wording even seems to hint that they have not yet accessed any due diligence information.

2) Why does the group think that the entity is worth more as a going concern?

The exhibition business has been losing money in the past and even if this was due to the management, the cash flow stream was only attractive roughly 10 years ago. Who knows if the artifacts can attract such crowds again.

A public institution would be a better holder of the assets as they would not be forced to try to squeeze profit out of it.

Moreover, the fact that the company failed to sell the artifacts in 2012 already casts doubt on the value of the assets. However, more so on the value of the cash flow stream. The artifacts have intangible value that is certain, but the value of the connected cash flow stream is hardly the same.

Certainly, any argument of the Ad Hoc Equity Group is necessarily a forecast that would assume that past is not a good indication of the future which is a challenging argument to defend.

3) Why does the group think that there are alternatives (apart from their funding) when the management mentioned that they have tried searching for alternatives since bankruptcy and nothing clear came out of this effort?

I believe if one listens to the court recordings, one can see the reason for the sale quite clearly.

4) I do not understand the following sentence;

'Subsequently, the Debtors disclosed that their U.S. and French artifacts had only recently been appraised by “noted personal property and fine arts appraiser Richard Raymond Alasko” at approximately $218 million.'

The group is not well informed about the case or is unclear in wording. The appraisal happened in 2014, not recently - https://www.sec.gov/Archives/edgar/data/796764/000117184314004750/exh_992.htm
No offense, but if you trust management over the Adhoc Equity Group you are wildly misinformed as to the history of the company and insider motives. I'll try to comment on all your points later, but I'll quickly just say that the 2012 "auction process" was severely mishandled and poorly run. All it should be used as an example of is management incompetence.
Title: Re: PRXI - Premier Exhibitions
Post by: JanSvenda on March 07, 2018, 08:01:46 AM
I certainly do not trust the management. I believe that the auction would be the best way to monetize the whole thing, that is why I raised the points with Ad Hoc group. Looking forward to your comments!
Title: Re: PRXI - Premier Exhibitions
Post by: DukeCrow on March 07, 2018, 07:31:18 PM
Re: AdHoc group - I think they might be open to run the biz as going concern as per docket #850, which is disconcerting.
I think they're just making the point that the op biz is currently running cash flow positive so there should be no rush in liquidating assets. The sale should be done in an orderly process without a rush to sell for the sake of ending Ch. 11 as quickly as possible.

1) Why does the Ad Hoc group think that they can offer an alternative when they did not finish their due diligence? Isn't there a risk that they would finish their due diligence and then reject the funding?

'It just needs a little more time, and access to due diligence information'

The wording even seems to hint that they have not yet accessed any due diligence information.
The company is blocking them from doing proper due diligence. They're just putting out hypotheticals to prove a point, IMO.

I am referring to this section of the objection;
2) Why does the group think that the entity is worth more as a going concern?

The exhibition business has been losing money in the past and even if this was due to the management, the cash flow stream was only attractive roughly 10 years ago. Who knows if the artifacts can attract such crowds again.

A public institution would be a better holder of the assets as they would not be forced to try to squeeze profit out of it.

Moreover, the fact that the company failed to sell the artifacts in 2012 already casts doubt on the value of the assets. However, more so on the value of the cash flow stream. The artifacts have intangible value that is certain, but the value of the connected cash flow stream is hardly the same.

Certainly, any argument of the Ad Hoc Equity Group is necessarily a forecast that would assume that past is not a good indication of the future which is a challenging argument to defend.
The company had been profitable for quite a while until prior management made ill advised moves that put the financial health of the company at risk. The exhibition business had a positive NPV and appears to have one yet again. So the company is worth more as a going concern simply because the OP biz when run competently has a positive value. They can still monetize the Titanic assets without closing down the op biz. Personally, I don't care what happens to the op biz bc it's a small portion of the overall value of the company's assets. But I won't refuse any extra value that can be squeezed from the company.

3) Why does the group think that there are alternatives (apart from their funding) when the management mentioned that they have tried searching for alternatives since bankruptcy and nothing clear came out of this effort?

I believe if one listens to the court recordings, one can see the reason for the sale quite clearly.
Don't trust management. There is so much self-dealing with current management. Their incentives aren't aligned with shareholders at all. They are basically trying to steal the assets from shareholders any way possible (look at the terms of the "Success Payments" in the "merger" with DinoKing).

4) I do not understand the following sentence;

'Subsequently, the Debtors disclosed that their U.S. and French artifacts had only recently been appraised by “noted personal property and fine arts appraiser Richard Raymond Alasko” at approximately $218 million.'

The group is not well informed about the case or is unclear in wording. The appraisal happened in 2014, not recently - https://www.sec.gov/Archives/edgar/data/796764/000117184314004750/exh_992.htm
I think they are trying to make the point to the court that the Debtors only disclosed the unappraised value of the assets in their original Ch 11 filing and didn't disclose to the court the actual appraised value until later during the French Artifacts Sale Motion.

Regardless, I certainly think that the Adhoc group and the Equity Committee are working in our best interests, while management almost certainly isn't. I'm very glad the Adhoc group came along to put some pressure on management to call off the rushed auction process while the Equity Committee's hands were tied (which was at least partially their own fault).

I look forward to your ideas and opinions on this. Hopefully, we can all have a great final outcome :)
Title: Re: PRXI - Premier Exhibitions
Post by: chesko182 on March 14, 2018, 12:45:55 PM
COURT APPROVES SETTLEMENT OF LARGEST GENERAL UNSECURED CLAIM

March 14, 2018 -- Premier has favorably settled the largest outstanding general unsecured claim against the estate. The creditor, 417 Fifth Ave Real Estate LLC, the landlord of Premier's former New York exhibition site, (the "Landlord"), had filed proofs of claim asserting claims totaling nearly $12.6 million for unpaid rent and construction loads. Under the settlement, the Landlord will be granted an allowed general unsecured claim only in the amount of $5.5 million and the remaining claims will be disallowed.

The Landlord's claim was settled after a day-long mediation in Tampa, Florida. The Equity Committee's counsel attended and participated in the mediation.

source: http://www.jndla.com/cases/premiercommittee
Title: Re: PRXI - Premier Exhibitions
Post by: chesko182 on May 04, 2018, 12:56:13 PM
thoughts at these levels? it seems extremely cheap... I expect some sort of plan to come up eventually.

This came was filed this week

http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/1ea2de23-b91a-496e-82b6-74e032f73547.pdf
Title: Re: PRXI - Premier Exhibitions
Post by: given2invest on May 04, 2018, 03:57:43 PM
thoughts at these levels? it seems extremely cheap... I expect some sort of plan to come up eventually.

This came was filed this week

http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/1ea2de23-b91a-496e-82b6-74e032f73547.pdf

My thought is this:

In the last 10 years, PRXI is up there as an all time value trap.  I know cause many years ago I was in the value trap.  Could it work out for someone?  Maybe.  Good luck but you've been warned!
Title: Re: PRXI - Premier Exhibitions
Post by: SnarkyPuppy on May 05, 2018, 12:24:22 PM
thoughts at these levels? it seems extremely cheap... I expect some sort of plan to come up eventually.

This came was filed this week

http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/1ea2de23-b91a-496e-82b6-74e032f73547.pdf

My thought is this:

In the last 10 years, PRXI is up there as an all time value trap.  I know cause many years ago I was in the value trap.  Could it work out for someone?  Maybe.  Good luck but you've been warned!

This has become a bankruptcy special situation with short term catalysts.   How is the history of the company remotely relevant here?  It's seemingly a +expected value bet based on recent appraisals relative to the capital structure & stock price.  You may have a variant view or no opinion - but not sure how it's anything short of lazy to opine by saying it's historically been a value trap? 
Title: Re: PRXI - Premier Exhibitions
Post by: cameronfen on May 05, 2018, 12:46:17 PM
thoughts at these levels? it seems extremely cheap... I expect some sort of plan to come up eventually.

This came was filed this week

http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/1ea2de23-b91a-496e-82b6-74e032f73547.pdf

My thought is this:

In the last 10 years, PRXI is up there as an all time value trap.  I know cause many years ago I was in the value trap.  Could it work out for someone?  Maybe.  Good luck but you've been warned!

This has become a bankruptcy special situation with short term catalysts.   How is the history of the company remotely relevant here?  It's seemingly a +expected value bet based on recent appraisals relative to the capital structure & stock price.  You may have a variant view or no opinion - but not sure how it's anything short of lazy to opine by saying it's historically been a value trap?

Because while the Titanic assets are worth 200+ million dollars by outside assessors, no one ever wants to buy them.  Even in bankruptcy, you need someone to buy your assets.  I may go long (small speculative amount), but do you think that management didn't try to sell before resorting to bankruptcy.  Management has been trying to sell these assets for 6 years.  I know I have been burned by them before.  Therefore value trap and potential fatal flaw in the long thesis. 
Title: Re: PRXI - Premier Exhibitions
Post by: given2invest on May 05, 2018, 04:05:22 PM
thoughts at these levels? it seems extremely cheap... I expect some sort of plan to come up eventually.

This came was filed this week

http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/1ea2de23-b91a-496e-82b6-74e032f73547.pdf

My thought is this:

In the last 10 years, PRXI is up there as an all time value trap.  I know cause many years ago I was in the value trap.  Could it work out for someone?  Maybe.  Good luck but you've been warned!

This has become a bankruptcy special situation with short term catalysts.   How is the history of the company remotely relevant here?  It's seemingly a +expected value bet based on recent appraisals relative to the capital structure & stock price.  You may have a variant view or no opinion - but not sure how it's anything short of lazy to opine by saying it's historically been a value trap?

Because while the Titanic assets are worth 200+ million dollars by outside assessors, no one ever wants to buy them.  Even in bankruptcy, you need someone to buy your assets.  I may go long (small speculative amount), but do you think that management didn't try to sell before resorting to bankruptcy.  Management has been trying to sell these assets for 6 years.  I know I have been burned by them before.  Therefore value trap and potential fatal flaw in the long thesis.

Thank you.  That's exactly why.
Title: Re: PRXI - Premier Exhibitions
Post by: 701 LV on May 10, 2018, 07:42:48 AM
Any idea why the jump today? News?
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on June 05, 2018, 11:44:34 AM
Equity committee filed a disclosure statement http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/5133b6e7-1d14-4883-81ad-58b7cfa72559.pdf (http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/5133b6e7-1d14-4883-81ad-58b7cfa72559.pdf)
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on June 05, 2018, 11:56:34 AM
Equity committee filed a disclosure statement http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/5133b6e7-1d14-4883-81ad-58b7cfa72559.pdf (http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/5133b6e7-1d14-4883-81ad-58b7cfa72559.pdf)

Financial analysis on p 106.
They used an estimate for French artifacts value of 40-60 million.
American artifacts value is TBD.
Yields equity price of $0.59 to $3.52.
Title: Re: PRXI - Premier Exhibitions
Post by: chesko182 on June 05, 2018, 12:11:35 PM
plus any upside in the american artifacts right? this is a full liquidation so no remaining operating company for the equity holders?
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on June 05, 2018, 01:01:11 PM
plus any upside in the american artifacts right? this is a full liquidation so no remaining operating company for the equity holders?
Plan has not been approved and will surely to be opposed by debtor however.
Title: Re: PRXI - Premier Exhibitions
Post by: chesko182 on June 05, 2018, 01:16:50 PM
plus any upside in the american artifacts right? this is a full liquidation so no remaining operating company for the equity holders?
Plan has not been approved and will surely to be opposed by debtor however.

does the debtor have a say on this? I thought equity and debt holders would be the only ones to vote (page 4 of the disclosure statement). I assume the debt holders would vote for...
Title: Re: PRXI - Premier Exhibitions
Post by: SnarkyPuppy on June 05, 2018, 05:07:33 PM
Equity committee filed a disclosure statement http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/5133b6e7-1d14-4883-81ad-58b7cfa72559.pdf (http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/5133b6e7-1d14-4883-81ad-58b7cfa72559.pdf)

Financial analysis on p 106.
They used an estimate for French artifacts value of 40-60 million.
American artifacts value is TBD.
Yields equity price of $0.59 to $3.52.

"The American Artifacts are held by RMST in trust as salvor-in-possession subject to
Covenants and Conditions (“Covenants”) as ordered by the District Court in 2010.   The District Court granted RMST a salvage award of $110,859,200, which the Court found to be the appropriate approximate value of the American Artifact Collection. Id. Any transfer of RMST’s rights in the American Artifacts is subject to the Covenants and the approval of the District Court. "
Title: Re: PRXI - Premier Exhibitions
Post by: chesko182 on June 05, 2018, 06:00:51 PM
Had some time to read through some of the disclosure statement.

From page 42 of the disclosure statement:

The Equity Committee has determined that confirmation of the Plan will provide each
Holder of a Claim or Class 4 Equity Interest with a recovery that is not less than that which it
would receive pursuant to a liquidation of the Debtors’ Estates under Chapter 7 of the Bankruptcy
Code. This determination is based upon a consideration of the effects that a Chapter 7 liquidation
would have on the ultimate proceeds available for distribution to such Holders. See Liquidation
Analysis attached hereto as Exhibit 2.

The liquidation analysis is an estimate of what equity holders would receive in a Chapter 7 liquidation (also look at pg 106, the estimates include a Chapter 7 trustee fee) which is not what is being proposed. The equity committee believes that the Chapter 11 reorg plan they are proposing through a liquidation trust would provide higher value.

This is a positive catalyst.
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on June 06, 2018, 08:27:31 AM

[/quote]
does the debtor have a say on this? I thought equity and debt holders would be the only ones to vote (page 4 of the disclosure statement). I assume the debt holders would vote for...
[/quote]

Before a vote, the plan has to be confirmed by the court. If it is opposed by debtors or the creditor committee, it stands to reason confirmation will be harder to achieve. Let's watch the docket to see if either object to or support the EC plan.

See this link regarding competing plans in bk http://www.distressed-debt-investing.com/2012/05/competing-plans-in-bankruptcy.html (http://www.distressed-debt-investing.com/2012/05/competing-plans-in-bankruptcy.html)
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on June 06, 2018, 12:24:19 PM
Premier files an 8k
They propose to sell assets to group led by Apollo (and insiders) for the whopping total of $17.5 mm
Explains selloff...it stinks.

"Asset Purchase Agreement

 The Debtors have negotiated the proposed sale of substantially all of their assets as a going concern to an acquisition vehicle formed by Apollo, Alta, PacBridge Capital Partners (HK) Ltd., and the Debtors’ secured lenders (Haiping Zou, Jihe Zhang, and Lange Feng) (collectively, the “Stalking Horse Purchaser”), on the terms and conditions outlined in that certain Stalking Horse Purchaser Term Sheet for Sale of Substantially All Assets of Premier Exhibitions, Inc. and its Debtor and Non-Debtor Affiliates, attached hereto as Exhibit A (the “Term Sheet”).

 The material terms of the Term Sheet are as follows: $17.5 million purchase price; due diligence completed by June 5, 2018; proposed break-up fee of the greater of $500,000 or 3% of the purchase price, plus expense reimbursement (collectively subject to a cap of $1 million); the buyer’s payment of all cure costs associated with the assumption and assignment of purchased contracts and real property leases; and proposed bidding procedures that contemplate a public auction for higher and better offers."
Title: Re: PRXI - Premier Exhibitions
Post by: chesko182 on June 06, 2018, 12:47:55 PM
seems like a counter to the Ch11 plan the official equity committee proposed a few days ago, led by the secured creditors and the ad-hoc equity committee.
Title: Re: PRXI - Premier Exhibitions
Post by: 701 LV on June 12, 2018, 11:10:42 AM
So does anyone know what follows next? Haven't been in a situation like this one before. Thanks for all the help everyone!
Title: Re: PRXI - Premier Exhibitions
Post by: DukeCrow on July 09, 2018, 09:49:08 AM
Looks like mediation is still ongoing to resolve a few issues. The good thing is that the AdHoc Equity Group took part in the mediation, as well.
I'm not so sure the AdHoc group isn't trying to surpress an auction in order to win a low ball bid. They ain't the little guy in this drama.
I think the formal EC is more in favor of an auction at Christie's or Sotheby's for example.
You were 100% right on this. I should have listened to you.
Title: Re: PRXI - Premier Exhibitions
Post by: DukeCrow on July 09, 2018, 09:54:46 AM
Unsecured Creditor Committee also submitted a plan to sell to NMM for $19M.
The court will hear motions for all the differing plans on July 25. Not sure what kind of a ruling will be made then or if a ruling will be pushed to get the parties to mediate further.

This whole situation is ugly. Wish I never got involved. But since I am, does anyone have a read into what could/might happen?

To throw another wrench into the situation, if the federal judge doesn't like what the plan is for the American artifacts, they can strip them from the company, since they are in bankruptcy.

Only thing that is a positive is that the bankruptcy judge seems to be siding with the Equity Committee on most of its motions. Really hope that trend continues.
Title: Re: PRXI - Premier Exhibitions
Post by: JanSvenda on July 09, 2018, 10:23:39 AM
Unsecured Creditor Committee also submitted a plan to sell to NMM for $19M.
The court will hear motions for all the differing plans on July 25. Not sure what kind of a ruling will be made then or if a ruling will be pushed to get the parties to mediate further.

This whole situation is ugly. Wish I never got involved. But since I am, does anyone have a read into what could/might happen?

To throw another wrench into the situation, if the federal judge doesn't like what the plan is for the American artifacts, they can strip them from the company, since they are in bankruptcy.

Only thing that is a positive is that the bankruptcy judge seems to be siding with the Equity Committee on most of its motions. Really hope that trend continues.

Fellow sinking 'shareholder' here. I would note that the US Agency NOAA is likely the biggest issue here now. I believed that in the worst case they can sell the French part (which should on its own fetch a nice value because of the hot auction market). The NOAA apparently believes that the whole set should be kept as one and would contest the sale (as per both plans of unsecured and insiders). This certainly complicates things and the troubles with the auction become more understandable. I am not sure about the strength of NOAA's point of view, but if litigation was to really ensue, the buyer would have to be comfortable with it.

We will see if a more rigorous bidding starts (and if the initial bids were just low-balling it), but I am not too sure about it. I see no appeal in taking the artifacts and setting up an exhibition out of them (apart from doing 'public good' which is why the unsecured are probably favourites here). The cash flow is unlikely to be attractive to command a high price (certainly nowhere near $200 million+). I thought that this would be offset by the French part which would put a sort of downside risk protection. Now that this is not the case, I believe zero should be regard as a clear possibility.

My main learning point from PRXIQ is likely the following; When scrutinizing a legal play, map out all possible players and understand their incentive. I missed NOAA and did not pay too much attention to it because of the French rulings.
Title: Re: PRXI - Premier Exhibitions
Post by: DukeCrow on July 09, 2018, 11:42:01 AM
Unsecured Creditor Committee also submitted a plan to sell to NMM for $19M.
The court will hear motions for all the differing plans on July 25. Not sure what kind of a ruling will be made then or if a ruling will be pushed to get the parties to mediate further.

This whole situation is ugly. Wish I never got involved. But since I am, does anyone have a read into what could/might happen?

To throw another wrench into the situation, if the federal judge doesn't like what the plan is for the American artifacts, they can strip them from the company, since they are in bankruptcy.

Only thing that is a positive is that the bankruptcy judge seems to be siding with the Equity Committee on most of its motions. Really hope that trend continues.

Fellow sinking 'shareholder' here. I would note that the US Agency NOAA is likely the biggest issue here now. I believed that in the worst case they can sell the French part (which should on its own fetch a nice value because of the hot auction market). The NOAA apparently believes that the whole set should be kept as one and would contest the sale (as per both plans of unsecured and insiders). This certainly complicates things and the troubles with the auction become more understandable. I am not sure about the strength of NOAA's point of view, but if litigation was to really ensue, the buyer would have to be comfortable with it.

We will see if a more rigorous bidding starts (and if the initial bids were just low-balling it), but I am not too sure about it. I see no appeal in taking the artifacts and setting up an exhibition out of them (apart from doing 'public good' which is why the unsecured are probably favourites here). The cash flow is unlikely to be attractive to command a high price (certainly nowhere near $200 million+). I thought that this would be offset by the French part which would put a sort of downside risk protection. Now that this is not the case, I believe zero should be regard as a clear possibility.

My main learning point from PRXIQ is likely the following; When scrutinizing a legal play, map out all possible players and understand their incentive. I missed NOAA and did not pay too much attention to it because of the French rulings.
Great points. The NOAA could tie things up in litigation, but I fail to see how they really have a LEGAL standing to their claims. The Federal court in VA has already stated that they don't have jurisdiction over the French artifacts. And there have been one off sales of Titanic artifacts here and there by individuals that no one tried to block. Also, Congress never passed any laws that would bind bankruptcy (or any) courts to enforce UNESCO. I guess potential buyers could be scared into staying away from bidding if they lived in Europe/UK, though.

Biggest issues for me are whether the bankruptcy judge takes the NOAA's and NMM's objections (and UNESCO) into account in deciding what reorg plan to approve. He doesn't have to put those thoughts on the record. He could just state that he believes the Debtors or Unsecured Creditors Plans remove lengthy potential legal challenges and pay creditors the most quickly, while the Equity Committee's plan adds uncertainty which could damage recovery for creditors. In addition, the Federal VA court could frown upon the French artifacts sale and subsequently decide to strip the company of the American artifacts (which they have a right to do in bankruptcy) -- so shareholders would only recover as much as the auction of the French artifacts would allow.

On the other hand, the bankruptcy judge approved the pending lawsuit the Equity Committee brought against PRXI insiders and has approved additional subpoenas surrounding the communication between NMM, Ad Hoc Equity Committee, the Debtors, etc. It's obvious to me that there is some collusion and insider dealing with the debtors plan (mostly between the Ad Hoc Equity Committee and the creditors that put forth the bid). As bskptkl previously wrote, the Ad Hoc Equity Committee was just looking for a way to get the artifacts in a lowball bid. They should have been competing with the stalking horse bid not establishing it, but they were smart enough to go in together so they weren't bidding against each other and driving up the price. No way they're all in it to keep the company going. If they buy the artifacts, they'll just turn around and do exactly what the Equity Committee is doing but only to their benefit instead of to the benefit of ALL shareholders. So they'll fiercely argue against the feasibility of the Equity Committee plan, but then just turn around and do it. I have no doubt about that.

Really wish James Cameron and Robert Ballard would just swoop in and throw a $100M bid on the table and end this mess, lol. There were multiple articles a year or two ago about them doing it. I'm guessing they're standing behind the NMM bid ready to provide financing, but the NMM wants to keep the cost as low as possible (naturally). If the Ad Hoc Equity Committee group and the NMM had to bid head-to-head against each other, I wonder who would blink first. Pretty sure it'd be the Ad Hoc group, but I wonder what their limit is (probably a discount to what they think the NMM max bid is...but how much of a discount)?

Sorry for the long post. Just thinking out loud.
Title: Re: PRXI - Premier Exhibitions
Post by: paologorgo on July 30, 2018, 01:17:40 AM
https://relay.nationalgeographic.com/proxy/distribution/public/amp/science/2018/07/news-rms-titanic-artifacts-shipwrecks-bankruptcy-archaeology?__twitter_impression=true

Titanic Artifacts Caught in International Tug-of-War
British museums face off against private investors to "bring the Titanic home."

HT: https://twitter.com/JayBraz/status/1023634594669555712

There is follow up conversation on twitter by ArtkoCapital:

https://twitter.com/ArtkoCapital/status/1023664956514783232

A status conference was held in court on July 25, 2018.

Title: Re: PRXI - Premier Exhibitions
Post by: DukeCrow on August 07, 2018, 12:59:35 PM
Not the best result coming out of the status conference. Judge didn't rule out the debtors sale of the company, Said specifically that debtors get a lot of leeway, and it is okay to sell the company before confirmation of a plan. No combination of all plans into a single one. Next hearing is August 30 to rule on the sale and the 2 competing plans.
Title: Re: PRXI - Premier Exhibitions
Post by: bskptkl on September 14, 2018, 11:07:42 AM
Premier files an 8k
They propose to sell assets to group led by Apollo (and insiders) for the whopping total of $17.5 mm
Explains selloff...it stinks.

"Asset Purchase Agreement

 The Debtors have negotiated the proposed sale of substantially all of their assets as a going concern to an acquisition vehicle formed by Apollo, Alta, PacBridge Capital Partners (HK) Ltd., and the Debtors’ secured lenders (Haiping Zou, Jihe Zhang, and Lange Feng) (collectively, the “Stalking Horse Purchaser”), on the terms and conditions outlined in that certain Stalking Horse Purchaser Term Sheet for Sale of Substantially All Assets of Premier Exhibitions, Inc. and its Debtor and Non-Debtor Affiliates, attached hereto as Exhibit A (the “Term Sheet”).

 The material terms of the Term Sheet are as follows: $17.5 million purchase price; due diligence completed by June 5, 2018; proposed break-up fee of the greater of $500,000 or 3% of the purchase price, plus expense reimbursement (collectively subject to a cap of $1 million); the buyer’s payment of all cure costs associated with the assumption and assignment of purchased contracts and real property leases; and proposed bidding procedures that contemplate a public auction for higher and better offers."
I see the Debtor's Plan was approved yesterday - bid raised to $21 million, qualified bids due by 10/5, and if there are any, auction to take place 10/11.
And the court shoots down the equity committee plan saying it is a plan that cannot be confirmed.