Leisure Investments Ho... - Bidding Procedures / APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: Leisure Investments Holdings LLC and its affiliated Debtors.
• The Debtors have retained Greenhill & Co., LLC to lead the marketing of assets for a potential going-concern sale and Keen-Summit Capital Partners LLC to lead the marketing of assets for real estate-only transactions.

Assets Being Sold

• The sale contemplates substantially all or any portion of the Debtors’ assets, which may be sold through one or more transactions.
• The assets include more than 30 attractions, such as dolphin habitats, marinas, and water and theme parks, located in eight countries, with primary operations in Mexico, the United States, and the Caribbean. The Company also has locations in Italy and Argentina.
• The parks are home to approximately 2,400 animals from more than 80 species.
• The properties may be marketed as a going concern or as a real property transaction.
• Assets will be sold on an “AS IS, WHERE IS” basis and free and clear of all liens, claims, and encumbrances, other than assumed liabilities.

Stalking Horse Bid

• The Debtors, with the consent of their lenders and in consultation with consultation parties, may enter into a stalking horse agreement to establish a minimum bid for an auction.
• If a stalking horse bidder is selected, the Debtors will file a notice with the court, providing parties with three business days to object.
• Any stalking horse agreement and the bid contemplated therein will be deemed a Qualified Bid.

Bid Protections

• Subject to court approval, a designated stalking horse bidder may be entitled to bid protections consisting of:
  • A break-up fee not to exceed 3% of the qualified bid; and
  • An expense reimbursement not to exceed 1% of the qualified bid.
• All bidders are deemed to have waived any claims for substantial contribution.

Credit Bid

• The DIP Lenders and prepetition note lenders have the right to credit bid all or any portion of their allowed secured claims pursuant to section 363(k) of the Bankruptcy Code.
• Lenders submitting a credit bid are exempt from the Good Faith Deposit requirement.

Good Faith Deposit

• Each bid must be accompanied by a good-faith deposit equal to 10% of the cash purchase price.
• The deposit of a successful bidder will be credited toward the purchase price at closing. If a successful bidder fails to close a transaction due to a breach, the Debtors may retain the deposit.
• Deposits from unsuccessful bidders will be returned.

Bid Requirements

• To be deemed a Qualified Bid, a bid must, among other requirements:
  • Be accompanied by an executed purchase agreement, including a redline against any stalking horse agreement, and a 10% good-faith deposit.
  • Fully disclose the identity of the bidder and any financial backers.
  • Provide written evidence of the financial ability to consummate the transaction.
  • Identify all executory contracts and unexpired leases to be assumed and provide for the payment of all associated cure costs.
  • Contain no financing, due diligence, or other contingencies.
  • Remain irrevocable until the earlier of 45 days from the auction date or the closing of the transaction.

Overbid

• The initial overbid at an auction must exceed the value of the baseline bid by a Minimum Overbid Increment, which will be determined by the Debtors and announced at the auction.
• Each successive bid must exceed the prior bid by at least the Minimum Overbid Increment.

Auction Details

• An auction will be conducted if the Debtors receive two or more Qualified Bids for the same assets. If only one Qualified Bid is received for certain assets, the Debtors may cancel the auction for those assets and designate that bid as the successful bid.
• The auction will begin with the announcement of a baseline bid, which will be the highest or otherwise best Qualified Bid received.
• The Debtors will preside over the auction and, in consultation with the bid consultation parties, will determine the Successful Bid(s).
• The Debtors may also designate a Backup Bid, which must remain open and irrevocable for up to 80 days after the entry of the sale order. If the Successful Bidder fails to close, the Debtors may proceed with the Backup Bidder without further court order.

Assumption and Assignment

• The Debtors will file a Cure Notice identifying the executory contracts and unexpired leases to be assumed and assigned, along with the proposed cure costs for each.
• Counterparties must file any objections to the proposed assumption, assignment, or cure costs by the Assumption and Assignment Objection Deadline.
• Failure to file a timely objection will be deemed consent to the proposed assumption, assignment, and cure cost, and will bar the counterparty from asserting any additional claims or defaults.

Sale Free and Clear & Successor Liability

• The Debtors seek to sell the assets free and clear of all liens, claims, encumbrances, and successor liability claims to the fullest extent permitted under section 363 of the Bankruptcy Code.
• The Debtors will also request that the sale order include a finding that the purchaser is a "good faith" purchaser within the meaning of section 363(m).

Post-Closing Arrangements

• The Debtors request a waiver of the 14-day stay of the sale order under Bankruptcy Rules 6004(h) and 6006(d) to facilitate an expedited closing.

Key Dates

• Bidding Procedures Hearing: July 23, 2025, at 10 a.m. ET
• Bidding Procedures Objection Deadline: July 16, 2025, at 4 p.m. ET
• Entry of Bidding Procedures Order: July 30, 2025

Duck Key, Marineland & Panama City Sale Process Milestones

• Bid Deadline: October 19, 2025
• Entry of Sale Order: October 26, 2025
• Sale Closing: November 9, 2025