Leisure Investments Holdings - Chapter 11 Plan Terms

Plan Terms

Overview

• The Debtors jointly submit the Combined Disclosure Statement and Joint Chapter 11 Plan of Leisure Investments Holdings LLC and Its Affiliated Debtors (the “Combined Disclosure Statement and Plan”) pursuant to section 1125 of the Bankruptcy Code, in connection with the solicitation of acceptances or rejections from holders of Claims entitled to vote. Each Debtor is a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code, and the Plan constitutes a separate plan for each Debtor.
• The Plan is a liquidating plan. Its primary purpose is to wind down the Liquidating Debtors, pursue the Retained Claims and Assets, and distribute the net proceeds of such assets, along with the available net proceeds of any Sale Transactions, to parties in interest. With the Debtors’ sale transactions closed or nearing closing, the Plan will, among other things:
  • Establish the Liquidation Trust to pursue and/or liquidate the Retained Claims and Assets.
  • Distribute net proceeds to parties in interest in accordance with the priority scheme established by the Bankruptcy Code.
  • Facilitate the wind down of the Liquidating Debtors.
• Because the Debtors have determined that there is no net economic value for stakeholders in confirming a chapter 11 plan for Debtors Controladora Dolphin S.A. de C.V. and Ejecutivos de Turismo Sustentable S.A. de C.V. (the “Dismissed Debtors”), the Debtors will seek to dismiss such Debtors’ Chapter 11 Cases after the Mexican Sale Transactions have closed and the administrative claims in such cases have been reconciled and paid. Pursuant to the Plan, the Dismissed Debtors’ Chapter 11 Cases will be dismissed and the Dismissed Debtors will be wound down under Mexican law.
• The Confirmation Order must be in form and substance acceptable to the Consenting Lenders, defined as the Required Lenders under the DIP Loan Documents.

Prepetition Capital Structure

• As of the Petition Date, the outstanding funded debt obligations of the Debtors exceeded $200 million, comprising approximately $100,000,000 in Prepetition First Lien Notes, $105,951,075 in Prepetition Second Lien Notes, and approximately $1,000,000 in other funded debt (a promissory note and mortgage issued in connection with the acquisition of the Marineland Property). The Company had also accumulated more than $25 million in trade, tax, and other obligations.
• The Prepetition First Lien Note Purchase Agreement (Second Amended and Restated, dated June 27, 2022) provided for issuance by Controladora Dolphin of the Prepetition First Lien Notes, which mature on April 8, 2026. Obligations are guaranteed by the Debtors and certain other Company entities and secured by a first priority lien on the Prepetition Collateral granted under the Prepetition First Lien Security Agreement. As of the Petition Date, principal outstanding was approximately $100,000,000, plus approximately $16,238,643 in accrued interest and additional fees and substantial costs.
• The Prepetition Second Lien Note Purchase Agreement (dated June 27, 2022) provided for issuance by Debtor TIH of the Prepetition Second Lien Notes, which mature on June 25, 2027, guaranteed by the Debtors and certain other Company entities and secured by a second priority lien on the Prepetition Collateral. As of the Petition Date, principal outstanding was approximately $105,951,075, plus interest, fees, and costs. The Subordination and Intercreditor Agreement, dated June 27, 2022, governs the parties’ relative rights with respect to the Prepetition Collateral.
• The Prepetition First Lien Notes have been in payment default since January 2024, and the Prepetition Second Lien Notes since September 30, 2023. During the eighteen months preceding the Petition Date, the Company had a history of repeated covenant defaults under the Prepetition First Lien Note Purchase Agreement.
• The Petition Dates are staggered: March 31, 2025 for all Debtors other than Controladora Dolphin and Embassy of the Seas; April 16, 2025 for Controladora Dolphin; and May 4, 2025 for Embassy of the Seas. The Debtors were also subject to a judgment on account of breach of contract litigation in an amount of approximately $4.5 million.

Plan Support

• The Plan is currently supported by the Debtors and the Prepetition First Lien Noteholders, representing over two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of Prepetition First Lien Secured Claims.
• Each Debtor’s board of directors, member, or manager, as applicable, has approved the transactions contemplated by the Plan, and each Debtor believes those transactions are fair and equitable, maximize the value of each Debtor’s Estate, and provide the best recovery to holders of Claims and Interests. The Debtors strongly recommend that all holders of Claims entitled to vote submit ballots to accept the Plan so as to be actually received by the Claims Agent no later than October 1, 2026, at 5:00 p.m. (ET).
• Holders of General Unsecured Claims (Class 5) are projected to receive no recovery under the Plan. As a result, the Creditors’ Committee, which represents the interests of general unsecured creditors, may oppose confirmation of the Plan or may not have resolved its limited rights to challenge the Prepetition First Liens with respect to certain assets.

Prepetition Restructuring Negotiations

• After the Company ignored repeated inquiries from the Prepetition First Lien Noteholders regarding unpaid professional fees, and as the noteholders became increasingly concerned about the Company’s performance, the Prepetition First Lien Noteholders began discussions with the Company regarding restructuring alternatives.
  • By the fourth quarter of 2023, after the Company failed to make any meaningful progress to address its financial issues, the Prepetition First Lien Noteholders proposed a forbearance agreement requiring the appointment of a chief restructuring officer, retention of a financial advisory firm, and the sale of certain non-core assets. The Company refused to appoint a chief restructuring officer or sell assets, but engaged a financial advisor to assist in managing liquidity.
  • In February 2024, the Prepetition First Lien Noteholders proposed a restructuring term sheet, supported by the Company’s newly hired financial advisor, that would have provided $10 million in liquidity. The Company rejected the term sheet.
    • In the months that followed, the Company’s financial situation continued to deteriorate. The Company failed to make the interest payment on the Prepetition First Lien Notes for Q1 2024 and failed to submit its Q4 2023 financials to the noteholders, both of which constituted defaults under the Prepetition First Lien Note Purchase Agreement.
    • Rather than engaging with the noteholders on their proposal, the Company requested that the noteholders release their liens on collateral so that the Company could use such collateral to obtain an additional $12 million in financing, while offering no consideration in return.
  • Despite requests from the Prepetition First Lien Noteholders, members of the Company’s management team refused to attend negotiating sessions and made last-minute demands that meetings be postponed or held in person, citing various excuses, including the noteholders’ refusal to further extend the forbearance period, the need for more time to comment on materials sent by the Company’s own financial advisor, and the prospect that any transaction would ultimately require board and other approvals.
• On May 17, 2024, the Prepetition First Lien Noteholders sent a letter formally notifying the Company of certain defaults having occurred and continuing under the Prepetition First Lien Note Purchase Agreement. The noteholders did not accelerate the Prepetition First Lien Notes, but continued to pursue a consensual resolution providing for the sale of ancillary assets, resolution of the Tradewinds litigation, and a return to financial compliance with the terms of the Prepetition First Lien Notes and Prepetition Second Lien Notes.
  • Throughout much of 2024, based on the recommendations of the Company’s financial advisor, the Prepetition First Lien Noteholders worked to propose and negotiate an alternative restructuring proposal that would provide approximately $25 million in bridge funding to stabilize the Company and address pending litigation.
  • By August 2024, the Company had accumulated more than 17 defaults under the Prepetition First Lien Notes and the Prepetition Second Lien Notes.
  • Around September 2024, after efforts to achieve an actionable proposal for addressing the Company’s liquidity crisis were either rejected or ignored, the Prepetition First Lien Noteholders determined that any proposal would also require governance changes placing the Company under independent oversight and management. That same month, certain of the Company’s senior managers threatened to quit at the end of the month—effectively abandoning the Company’s substantial workforce and live animals without supervision or sufficient resources—if the Company did not obtain $25 million in new funding from the noteholders. Meanwhile, the Company also received eviction notices for the Miami Seaquarium, failed to make payroll, and failed to pay its own counsel and financial advisor.
• On October 30, 2024, in light of the Company’s continuing defaults and the unlikelihood that further negotiations would bring stability, the Prepetition First Lien Noteholders formally notified the Company that they would not provide new funding while the Former CEO remained in a position of authority.
  • The noteholders offered to re-engage if, by November 13, 2024, the Prior Board appointed an independent individual experienced in leading operational and balance sheet restructurings to work with them on a value-maximizing path forward.
  • On November 14, 2024, the Prepetition First Lien Noteholders sent an additional letter noting, among other things, that the Company had not taken any meaningful steps to address the numerous defaults, including failing to commence a process to sell any non-core assets. In response, on November 18, 2024, the Company’s then-financial advisor informed the noteholders that the Former CEO was allegedly interested in negotiating an “exit” package for himself. No steps were taken at that time to appoint an independent individual or modify the Company’s leadership team.
• In response to the Company’s inaction in addressing its liquidity shortfall and loan defaults, the Prepetition First Lien Noteholders recognized that it would be difficult to stabilize the Company and prevent further risk of harm without making operational changes. The Prior Board’s apparent inability to address certain challenges and provide timely financial data had deteriorated the Company’s relationship with the noteholders, and governance changes became necessary to preserve, protect, and enhance the value of the Company’s assets for the benefit of its stakeholders.
• In March 2025, after more than eighteen months of forbearance and restructuring negotiations, the Prepetition First Lien Noteholders exercised their collateral rights to remove each Debtor’s existing boards of directors/managers and to terminate the Former CEO’s delegation of officer-like powers over the MX Debtors. On March 18, 2025, the Company commenced a three-step series of corporate governance changes that displaced the Prior Board and appointed the Independent Director and CRO.
  • First, on or about March 18, 2025, the Prepetition First Lien Noteholders exercised collateral rights granted by TDC in the equity of LIH to remove all then-existing members of LIH’s board and appoint Steven Strom as its sole independent director. The right of TDC—whether acting at the direction of the Prior Board or otherwise—to vote its membership interest in LIH to effect governance changes at LIH was terminated.
  • Second, on or about March 28, 2025, the Independent Director instructed the trustee of the Security Trust (CIBanco, which holds more than 99% of the shares of the MX Debtors) to issue a proxy to vote those shares to remove all then-existing members of each MX Debtor’s board and appoint Mr. Strom as each MX Debtor’s sole independent director. The Prepetition First Lien Noteholders approved the proxy and concurrently instructed Wilmington Trust, N.A. to issue a proxy letter for the minority shares held under the Mexican pledge. In connection with the exercise of these collateral rights, all then-existing officers of the MX Debtors were removed and all Persons with attorney-in-fact or officer-like powers had that status and/or those powers terminated.
  • Third, on or about March 28, 2025, the Independent Director caused the remaining U.S. Debtors to remove all then-existing board members and appoint the Independent Director as each remaining U.S. Debtor’s sole independent director. The Debtors (other than LIH) confirmed the Independent Director’s appointment, retained Robert Wagstaff as CRO, and retained Riveron as restructuring advisor.
• With new management in place, the Independent Director negotiated an $8 million new money DIP Loan (subject to court approval and later substantially increased) and supervised the drafting of documents and other preparations for the filing of the Chapter 11 Cases. The CRO and his team traveled to Cancún, Mexico to assess Mexican park operations and secure the Debtors’ assets, including parks and bank accounts. The Debtors also hired an independent veterinary consultant and conducted park visits at all of the Florida Properties to assess whether such facilities could continue to be reasonably and responsibly operated under existing conditions.

DIP Financing

• Concurrently with the commencement of the Chapter 11 Cases, the Debtors filed the DIP Motion [Docket No. 9] seeking authorization to enter into a senior secured, “superpriority” debtor-in-possession term loan facility in the maximum aggregate original principal amount of $24,000,000, consisting of:
  • An interim delayed draw term loan facility in an aggregate maximum principal amount of $4,000,000, with $1,500,000 made available immediately upon entry of an interim order and the remainder available after approval of a 13-week cash flow budget.
  • A final delayed draw term loan facility in an aggregate maximum principal amount of $4,000,000, available immediately upon entry of a final order.
  • A roll-up facility in the aggregate maximum principal amount of $16,000,000, included in a final order approving the postpetition financing.
• Negotiations over the terms of the DIP Facility with the proposed DIP Lenders were conducted at arm’s length with the assistance of counsel. The Debtors had an immediate need for the financing; absent the authority to enter into and access the DIP Facility, even for a limited period, the Debtors would have been unable to continue operating their businesses during the Chapter 11 Cases. Given the Debtors’ pending litigation, outstanding funded debt, and unique operational considerations, there were no other reasonably available financing options that could provide sufficient liquidity.
  • The DIP Facility provided the liquidity necessary to, among other things, (i) pay costs, fees, and expenses related to the care and welfare of animals, (ii) make payroll and satisfy other working capital and general corporate purposes, including essential payments to vendors and service providers, (iii) administer the Chapter 11 Cases, and (iv) provide sufficient liquidity to operate during the cases.
• The Court approved the DIP Motion on an interim basis [Docket No. 40] and entered a second interim order on May 9, 2025 [Docket No. 134], a third interim order on June 10, 2025 [Docket No. 213], and a fourth interim order on June 25, 2025 [Docket No. 255], extending the same relief.
• On September 3, 2025, the Debtors filed a supplement to the DIP Motion [Docket No. 502], which increased the principal amount of the DIP Loans to $129,000,000, comprising new money DIP commitments of $43,000,000 and roll-up DIP Loans of $86,000,000, and added to the DIP Order additional milestones governing the filing and confirmation of a chapter 11 plan. On September 5, 2025, the Court entered an order approving the DIP Motion on a final basis [Docket No. 508] in accordance with the terms set forth in the DIP Order and DIP Loan Documents.
• As part of the DIP Order, the requisite Prepetition First Lien Noteholders and Prepetition First Lien Agent agreed to extend the deadline for the Creditors’ Committee to challenge, among other things, such lenders’ prepetition liens, solely with respect to the validity, extent, and priority of any liens on, and superpriority claims payable from, the Debtors’ dolphins and other marine mammals, through and including December 17, 2025. The Prepetition First Lien Noteholders and Prepetition First Lien Agent further extended the Challenge Period for the Creditors’ Committee through and including August 27, 2026.
• Thereafter, the Debtors, DIP Lenders, and DIP Agent amended the DIP Credit Agreement, dated as of April 9, 2025, from time to time, extending the DIP Facility’s Maturity Date and various milestones pursuant to which the Debtors must accomplish various objectives in an expeditious manner.
• Although the Bankruptcy Court has approved the DIP Facility and the use of cash collateral, if the Chapter 11 Cases take longer than expected to conclude, or in the event of a breach of a milestone or another event of default under the DIP Credit Agreement—which could occur if the Plan is not confirmed on the proposed timeline—the Debtors may exhaust or lose access to their financing, and the DIP Lenders and/or Prepetition First Lien Noteholders may not consent to the Debtors’ use of cash collateral. There is no assurance that the Debtors will be able to obtain additional financing from their existing lenders or otherwise.

Milestones

• The current Maturity Date is October 28, 2026, subject to certain conditions and milestones. The current Plan milestones, each as of 11:59 p.m. prevailing Eastern Time on the applicable date, are as follows:
  • August 10, 2026 — the Debtors shall have filed the Disclosure Statement, Motion to Approve the Disclosure Statement and Voting Procedures, and the Plan.
  • September 4, 2026 — the Bankruptcy Court shall have entered the Disclosure Statement Order.
  • September 23, 2026 — the Debtors shall have filed the Plan Supplement.
  • October 14, 2026 — the Bankruptcy Court shall have entered the Confirmation Order.
  • October 28, 2026 — the Plan Effective Date shall have occurred.

Sale Transactions

• The Debtors commenced the Chapter 11 Cases to gain control of the Company, obtain short-term liquidity, and proceed with a series of sales of substantially all of the Debtors’ assets under section 363 of the Bankruptcy Code to maximize the value of their Estates and recoveries for all stakeholders. On July 2, 2025, the Debtors filed the Bidding Procedures Motion [Docket No. 299], seeking entry of an order (i) approving bidding procedures for the solicitation and selection of the highest or otherwise best offer(s) for the sale of substantially all or a portion of the Debtors’ assets through one or more sales; (ii) establishing procedures for the assumption and assignment of executory contracts and unexpired leases, including notice of proposed cure amounts; (iii) approving the form and manner of notice of all procedures, protections, schedules, and agreements described therein, including the selection of one or more stalking horse bidders and provision of bid protections, if necessary; (iv) approving auction procedures; and (v) granting related relief. The Bankruptcy Court entered the Bidding Procedures Order on July 29, 2025 [Docket No. 402]. Concurrently with the Bidding Procedures Motion, the Debtors filed a motion to establish procedures for the sale of certain miscellaneous assets [Docket No. 298], including (i) animals, (ii) real estate and other real property and fixtures of de minimis value, and (iii) equipment, furniture, supplies, intellectual property, and other miscellaneous tangible and intangible personal property. On July 29, 2025, the Bankruptcy Court entered the Miscellaneous Asset Sale Order [Docket No. 401] approving those procedures. The asset sales described below were conducted pursuant to the Bidding Procedures Order and the Miscellaneous Asset Sale Order, as applicable.
• The Debtors engaged Greenhill & Co., LLC and Keen-Summit Capital Partners LLC in July 2025 to market all or substantially all of the Debtors’ assets and otherwise explore potential transactions to maximize value. Beginning in July 2025, the Debtors launched a transparent and comprehensive marketing process for their asset portfolio, which resulted in:
  • The assignment of the Debtors’ lease interests in an aquarium and marine park in Miami, Florida.
  • The wind down and sale of the Debtors’ dolphinarium in Panama City Beach, Florida.
  • The sale as a going concern of the Debtors’ marine facility in St. Augustine, Florida.
  • The wind down of the Debtors’ marine facility in Duck Key, Florida.
  • The sale of the Debtors’ interest in its Italian subsidiary.
  • The wind down and/or sale by certain non-Debtor affiliates of various marine parks and other assets in the Caribbean and Argentina.
• Miami Seaquarium: On September 26, 2025, the Debtors sought approval of the assignment of the Miami Seaquarium Lease to Resilient Aquarium LLC, and the Bankruptcy Court approved the assumption and assignment on October 17, 2025. The assignment remains subject to governmental approvals, and the associated transaction is expected to close following the Effective Date of the Plan, with proceeds of approximately $21.5 million paid to the Debtors (or the Liquidation Trust).
• Gulf World Marine Park: On October 13, 2025, the Debtors commenced an auction for the Gulf World Marine Park Property by videoconference. The auction began with a minimum overbid of $3,550,000 and proceeded for five rounds, after which the Debtors designated the Gulf World Stalking Horse Bidder as the successful bidder with a final cash bid of $4,550,000. The Court entered an order approving the sale on October 28, 2025, and the sale closed shortly thereafter.
• Marineland: To establish a floor for value, the Debtors secured a stalking horse bid from the Marineland Stalking Horse Bidder (Hutson Companies, L.L.C.) of $3,500,000 for the real property. On October 13, 2025, the Debtors commenced an auction for the Marineland Property by videoconference, opening with an overbid of $3,750,000. Bidding proceeded for 34 rounds, after which the Debtors designated Delightful Development LLC as the Successful Bidder with a final cash bid of $7,100,000, and Hutson Companies, L.L.C. as the Backup Bidder at $7,050,000.
  • After the conclusion of the auction, Apex Association, LLC submitted a bid for Marineland Dolphin Adventure as a going concern comprising $7,135,000 in consideration ($6,500,000 in cash plus non-cash consideration valued at approximately $635,000). At the Bankruptcy Court’s suggestion, the Debtors reopened the auction and named Apex’s bid the highest bid; no other party submitted an overbid.
  • On November 12, 2025, the Court entered an order approving the sale of Marineland Dolphin Adventure to Apex Association, LLC, and the sale closed shortly thereafter. The proceeds were used to fund operations and the costs of the Chapter 11 Cases, including litigation efforts in Mexico.
• Mexican Assets: Beginning in the fall of 2025, the Debtors began a process to solicit bids for their marine parks in Mexico. Through Greenhill, their court-approved investment banker, the Debtors negotiated with several parties for the acquisition of certain Mexican marine parks through either an asset or equity transaction, including several months of negotiations with a sophisticated investor experienced in operating dolphin parks in Mexico. Those transactions fell through after the parties could not resolve issues involving substantial asserted prepetition tax liabilities against certain of the Debtors.
  • The Mexican process lasted over ten months and involved direct outreach to more than 122 contacts, multiple print and electronic media advertisements, execution of 14 non-disclosure agreements for data room access, and other engagement with interested parties. Despite these efforts, the Debtors did not receive any actionable bids for the Mexican Assets on a timely basis. The process was complicated by tax, animal transfer, and other operational considerations, which were either caused or exacerbated by prior management’s active efforts to frustrate the Debtors’ operational and sale processes, including interference with bidders and physical seizure of Debtor assets. The Debtors ultimately received indications of interest from five parties.
  • The Debtors thereafter re-engaged with Delphinus Blue Planet, S.A.P.I. (“Delphinus”) regarding an asset transaction for the majority of the Debtors’ Mexican assets (the “Delphinus Sale”), and filed a motion to approve such sale on July 24, 2026 [Docket No. 1353]. Pursuant to the Delphinus Sale, the following Mexican Assets will be transferred to Delphinus: (a) the Debtors’ right, title and interest in certain real property, movable assets, and biological specimens, including various marine mammals, that reside at those parks and facilities known as Aquatours, Dolphin Discovery Isla Mujeres, Dolphin Discovery Cozumel, and Puerto Aventuras; (b) the real property associated with the park and facility located in Punta Nizuc, Mexico; and (c) the dolphins located at the park in Playa del Carmen, Mexico. Delphinus is an experienced operator of marine animal parks in Mexico and Latin America and will assume the care of numerous animals, including eighty-seven (87) bottlenose dolphins, six (6) sea lions, and eight (8) manatees. The animals subject to the Delphinus agreement will remain in their current homes, avoiding the need for transport and the associated risk of harm. The transaction has been structured to enable certain deposits to be made in advance of closing, which will provide the Debtors with critical funding.
  • The Debtors also finalized the terms of the sale of Controladora Dolphin’s ownership interests in, and assets located at, the Dolphin Discovery Vallarta park in Nuevo Vallarta, Mexico (the “Vallarta Sale”) to Tresmare, S.A. de C.V., as set forth in the Debtors’ motion to approve the Vallarta Sale [Docket No. 1377].
  • The Delphinus Sale and Vallarta Sale are scheduled to be heard before the Bankruptcy Court on September 1, 2026, at 11:00 a.m. (ET), and such sales are expected to close as promptly as possible thereafter. Following the closing of these sales, substantially all of the Debtors’ assets will have been liquidated and the value of such sales will be available for Distribution under the Plan.
• Non-Debtor Assets: After more than six months of negotiations with certain potential bidders, the Debtors entered into asset purchase agreements for the sale of their non-Debtor subsidiaries’ assets in the Dominican Republic, as well as the sale of their non-Debtor subsidiaries’ equity interests in entities operating in the Cayman Islands, St. Kitts and Nevis, and Jamaica. Such sales are anticipated to be concluded on or around the Effective Date. As the Debtors’ non-Debtor subsidiaries are guarantors under the Prepetition First Lien Note Purchase Agreement, the Prepetition First Lien Noteholders are entitled to have the net proceeds of the sales of Non-Debtor Assets—estimated in the aggregate at approximately $22 million (approximately $22.3 million per the Debtors’ estimated sources-of-value table)—applied to the obligations owed in accordance with section 8.1(d) of that agreement.
  • Notwithstanding this, these net proceeds have been and will be used to fund the Debtors’ operations and other cash needs, including the funding of the Liquidation Trust under the Plan. Any use of such proceeds other than as otherwise required under the Prepetition First Lien Notes Documents has been or will be made only with the express consent of the applicable Prepetition First Lien Secured Parties, subject to any conditions imposed in connection with such consent, and shall not constitute a waiver of any rights or remedies with respect to any other proceeds or collateral.
• Post-Confirmation Sale Transactions: On or after the Confirmation Date, the Debtors, with the consent of the Consenting Lenders, and on or after the Effective Date, the Liquidation Trustee, shall be authorized to take all actions deemed necessary or appropriate to consummate any Sale Transactions pursuant to the terms of the Plan, any related transaction documents, and the Confirmation Order. Any such Sale Transactions shall be free and clear of any Liens, Claims, Interests, and encumbrances pursuant to sections 363, 1123, and 1141 of the Bankruptcy Code as of the applicable Sale Closing Date, subject to the terms of the Liquidation Trust Agreement and the Plan. The Confirmation Order shall constitute full and complete authority for the Debtors and the Liquidation Trustee to take all other actions necessary, useful, or appropriate to consummate the Plan and the Sale Transaction(s) without any further judicial or corporate authority.

Treatment of Claims and Interests

• Holders of Allowed Administrative Expense Claims, Priority Tax Claims, Other Priority Claims (Class 1, estimated at approximately $100,000), and Other Secured Claims (Class 2, estimated at approximately $4,500,000) will be satisfied in full, as provided for in the Plan, with estimated recoveries of 100%. Holders of Allowed Priority Tax Claims will receive, at the option of the Liquidating Debtors or Liquidation Trustee, either Cash equal to the Allowed amount or equal annual Cash payments over a period not exceeding five (5) years from the Petition Date with interest at the applicable rate under section 511 of the Bankruptcy Code, and shall retain their tax Liens until paid in full.
• Fee Claims: No later than five (5) days after the Effective Date, custody of the Professional Fees Escrow Account transfers to the Liquidation Trust and the account is funded in the amount of the Fee Escrow Estimate. Fee Claims are paid in Cash from that account when Allowed by Final Order.
  • Notwithstanding anything to the contrary in the Plan, payment on account of Fee Claims shall not exceed the Carve-Out as defined in paragraph 6(i) of the DIP Order. Any additional funding of the escrow shall be made solely from Liquidation Trust Assets.
  • Final fee applications must be filed within forty-five (45) days after the Effective Date; objections must be filed within twenty-one (21) calendar days after the filing of such application. Professionals need only file a final fee application and are not required to file an interim application.
  • Until all Allowed Fee Claims are paid in full, funds in the Professional Fees Escrow Account are not Liquidation Trust Assets or property of the Liquidation Trust, the Liquidating Debtors, or their Estates, and are held as a trust account for the benefit of holders of Fee Claims free of any other Liens, claims, or interests. Any remaining balance thereafter reverts to and vests in the Liquidation Trust.
• U.S. Trustee Fees: On the Effective Date and thereafter as required, the Liquidating Debtors, Wind Down Estates, or Liquidation Trust shall pay all U.S. Trustee Fees until a final decree is entered closing the Chapter 11 Cases, or a Final Order converting or dismissing the cases is entered.
• DIP Superpriority Claims: The DIP Superpriority Claims are estimated in the approximate amount of $145,800,000, with an estimated recovery of 13-20%. In full and final satisfaction of any unpaid Allowed DIP Superpriority Claims against the Liquidating Debtors, holders will receive their Pro Rata share of the Liquidation Trust Beneficial Interests.
  • Any unpaid DIP Superpriority Claims against the Liquidating Debtors shall be satisfied solely in accordance with the treatment provided under the Plan, including the Liquidation Trust Waterfall and any Liquidation Trust Beneficial Interests or other distribution rights provided therein, and not through the continuation of any DIP Liens on the Liquidation Trust Assets; provided that the DIP Lenders shall retain any DIP Liens on DIP Collateral of the Dismissed Debtors following dismissal of their Chapter 11 Cases.
  • The DIP Secured Parties, in their capacities as holders of senior Liens on and Claims against the Prepetition First Lien Collateral, consent to (a) the application of Prepetition First Lien Collateral Proceeds to fund the Prepetition First Lien Claim Cash Pool ahead of payment in full of the DIP Superpriority Claims, and the funding, in accordance with the Liquidation Trust Waterfall, of the Carve-Out, any Expense Reimbursement, and the Wind Down Reserve ahead of payment in full of the DIP Superpriority Claims; and (b) the treatment of the DIP Superpriority Claims provided in the Plan, including receipt of Liquidation Trust Beneficial Interests in lieu of payment in full in Cash. Such consent constitutes the agreement of the holders of DIP Superpriority Claims to less favorable treatment for all purposes, including section 1129(a)(9) of the Bankruptcy Code.
  • The Allowed amount of the DIP Superpriority Claims shall be automatically reduced to the extent of any Roll-Up Loans unwound pursuant to Section 7.15(d), without duplication and without further order of the Bankruptcy Court or action by any Person.
• Adequate Protection Superpriority Claims: In full and final satisfaction of any Allowed Adequate Protection Superpriority Claims, and immediately junior to the Allowed DIP Superpriority Claims, each holder shall be satisfied solely from the Liquidation Trust Assets in accordance with the Liquidation Trust Waterfall, and only to the extent that Liquidation Trust Assets remain available after payment or satisfaction in full of the Allowed DIP Superpriority Claims and all items senior thereto. Such Claims shall not be satisfied through the continuation of any Liens on the Liquidation Trust Assets; provided that nothing shall affect the retention of any Liens or Claims against the Dismissed Debtors as otherwise provided in the Plan.
• Prepetition First Lien Secured Claims (Class 3): The Prepetition First Lien Secured Claims are Allowed in the aggregate amount of $35,800,000, plus all additional accrued but unpaid interest, costs, fees, and expenses outstanding under the Prepetition First Lien Notes as of the Petition Date. Class 3 is Impaired, is the sole Class entitled to vote, and has an estimated recovery of approximately 0.1%. The Allowed amount shall be automatically increased, without further order of the Bankruptcy Court or action by any Person, by the amount of any Prepetition First Lien Secured Obligations reinstated pursuant to Section 7.15(d).
  • Except to the extent a holder agrees to less favorable treatment, each holder of an Allowed Prepetition First Lien Secured Claim shall receive, as soon as practicable after the Effective Date, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim against the Liquidating Debtors, (i) its Pro Rata share of the Prepetition First Lien Claim Cash Pool, and (ii) in the event there are any remaining proceeds of the Liquidation Trust Assets sufficient to make a Distribution after satisfaction in full of all Claims and obligations senior in priority in accordance with the Liquidation Trust Waterfall and otherwise set forth in the Plan and the Liquidation Trust Agreement, its Pro Rata share of the remaining available proceeds of the Liquidation Trust Assets.
  • All Prepetition First Lien Secured Claims and Prepetition First Liens shall be deemed canceled, released, and extinguished, and of no further force or effect as against the Liquidating Debtors. Solely as to the Dismissed Debtors, however, such Claims and Liens shall not be canceled, released, or extinguished, and the Prepetition First Lien Secured Claims shall remain secured by the applicable collateral and security documents of the Dismissed Debtors as established under the Prepetition First Lien Notes Documents.
• Prepetition Second Lien Secured Claims (Class 4): The Prepetition Second Lien Secured Claims are Allowed in the aggregate amount of $142,800,000, plus any additional accrued but unpaid interest, costs, fees, and expenses outstanding under the Prepetition Second Lien Notes as of the Petition Date. On or after the Effective Date, holders shall not be entitled to, and shall not receive or retain, any property or interest in property under the Plan on account of such Claims. The estimated recovery is 0%.
  • Notwithstanding the foregoing, in the event there are any remaining proceeds of the Liquidation Trust Assets sufficient to make a Distribution after satisfaction in full of all Claims and obligations senior in priority in accordance with the Liquidation Trust Waterfall and otherwise set forth in the Plan and the Liquidation Trust Agreement, each holder of a Prepetition Second Lien Secured Claim against the Liquidating Debtors shall receive its Pro Rata share of the remaining available proceeds of the Liquidation Trust Assets.
  • Solely as to the Dismissed Debtors, the Prepetition Second Lien Secured Claims and Prepetition Second Liens shall not be canceled, released, or extinguished, and such Claims shall remain secured by the applicable collateral and security documents of the Dismissed Debtors as established under the Prepetition Second Lien Notes Documents.
• General Unsecured Claims (Class 5): On or after the Effective Date, holders shall not be entitled to, and shall not receive or retain, any property or interest in property under the Plan on account of such Claims. Class 5 Claims are estimated in the approximate amount of $16,100,000, with an estimated recovery of 0%.
  • Notwithstanding the foregoing, in the event there are any remaining proceeds of the Liquidation Trust Assets sufficient to make a Distribution after satisfaction in full of all Claims and obligations senior in priority in accordance with the Liquidation Trust Waterfall and otherwise set forth in the Plan and the Liquidation Trust Agreement, each holder shall receive its Pro Rata share of the remaining available proceeds of the Liquidation Trust Assets.
  • Class 5 includes, without limitation, any Deficiency Claims against the Liquidating Debtors. Holders of Deficiency Claims are entitled to receive the treatment afforded to Class 5 to the extent such Deficiency Claims exist under the Plan, notwithstanding any treatment the holder of a Prepetition First Lien Secured Claim or Prepetition Second Lien Secured Claim may receive under the Plan. A Prepetition First Lien Notes Deficiency Claim is the portion, if any, of an Allowed Prepetition First Lien Secured Claim that is not an Allowed Secured Claim under section 506(a) of the Bankruptcy Code or is otherwise not satisfied through Class 3 treatment.
• Intercompany Claims, Subordinated Claims, and Liquidating Debtor Interests:
  • On or after the Effective Date, each Intercompany Claim against a Liquidating Debtor (Class 6, estimated in the approximate amount of $174,300,000, with an estimated recovery of 0%) shall be extinguished, subject to any setoff, recoupment, or defense of the holder, and not entitled to receive any Distribution or recovery under the Plan.
  • On the Effective Date, all Subordinated Claims against a Liquidating Debtor (Class 7, estimated at $0, with an estimated recovery of 0%) shall be extinguished, canceled, and released and not entitled to receive any Distribution or recovery under the Plan.
  • On or after the Effective Date, all Liquidating Debtor Interests (Class 8, with an estimated recovery of 0%) shall be adjusted, reinstated, or eliminated in the applicable Liquidating Debtor’s or Liquidation Trustee’s discretion and shall not be entitled to receive any Distribution or recovery under the Plan.

Treatment of Executory Contracts and Unexpired Leases

• As of and subject to the occurrence of the Effective Date, all Executory Contracts and Unexpired Leases to which any of the Liquidating Debtors are parties shall be deemed rejected, unless such contract or lease (i) was previously assumed or rejected pursuant to an order of the Bankruptcy Court; (ii) previously expired or terminated pursuant to its own terms or by agreement of the parties; (iii) is the subject of a motion to assume filed by the Debtors on or before the Confirmation Date; (iv) is a contract, release, or other agreement or document entered into in connection with the Plan; or (v) is a D&O Liability Insurance Policy or an insurance policy.
• Entry of the Confirmation Order constitutes approval of the assumptions, assumptions and assignments, and rejections provided for in the Plan pursuant to sections 365(a) and 1123 of the Bankruptcy Code, and a determination that the Liquidation Trust has provided adequate assurance of future performance under any assumed contracts and leases. Each Executory Contract assumed or assumed and assigned shall vest in and be fully enforceable by the Liquidation Trust in accordance with its terms.
• Where rejection results in damages, any Claim for such damages shall be classified and treated in Class 5 (General Unsecured Claims). Such Claim is forever barred and unenforceable against the Liquidating Debtors, Wind Down Estates, the Liquidation Trust, or their respective Estates, properties, or interests in property unless a Proof of Claim is filed with the Bankruptcy Court and served upon counsel by the later of (a) thirty (30) days after the filing and service of the notice of the occurrence of the Effective Date, and (b) thirty (30) days after entry of an order rejecting such contract or lease.

Plan Funding and Recoveries

• Distributions under the Plan shall be funded from (a) Cash on hand, (b) the Liquidation Trust Assets and any proceeds thereof, and (c) the proceeds of any Sale Transactions. Recoveries to holders of Allowed Claims are funded from the net proceeds of the Debtors’ Sale Transactions, together with Cash on hand and the proceeds of Liquidation Trust Assets (including Retained Litigation Claims). On the Effective Date, the applicable proceeds and remaining assets are transferred to the Liquidation Trust and distributed by the Liquidation Trustee in accordance with the Liquidation Trust Waterfall set forth in Section 7.3 of the Plan.
• The sole Class entitled to vote on the Plan is Class 3 (Prepetition First Lien Secured Claims). The recovery to Class 3 is funded through the Prepetition First Lien Claim Cash Pool—Cash in an amount equal to $50,000, consisting solely of Prepetition First Lien Collateral Proceeds (i.e., the net Cash proceeds of the sale or other disposition of the collateral on which the Prepetition First Lien Noteholders hold valid, perfected, and unavoidable senior Liens)—distributed to Class 3 on account of its Allowed Secured Claims. For the avoidance of doubt, the Prepetition First Lien Claim Cash Pool consists exclusively of proceeds of the Prepetition First Lien Collateral and does not include, and shall not be funded from, any unencumbered property of the Estates.
  • The mechanics are: (i) the collateral is sold through the Sale Transactions; (ii) the resulting proceeds are applied through the Liquidation Trust Waterfall, first to senior items (Expense Reimbursement, the Carve-Out, the Wind Down Reserve, and the DIP Superpriority Claims to the extent provided in the Plan); and (iii) the Prepetition First Lien Claim Cash Pool is funded from Prepetition First Lien Collateral Proceeds and distributed Pro Rata.
• Because the value of the Prepetition First Lien Collateral is less than the aggregate amount of the DIP Obligations and the Prepetition First Lien Secured Claims, the holders of Claims in Classes 4 (Prepetition Second Lien Secured Claims) and 5 (General Unsecured Claims) hold no economic interest in that collateral and are projected to receive no recovery. The DIP Secured Parties, whose Liens and Claims are senior to the Prepetition First Liens, have consented to the application of Prepetition First Lien Collateral Proceeds to fund the Prepetition First Lien Claim Cash Pool ahead of payment in full of the DIP Superpriority Claims, which recover an estimated 13-20% through Liquidation Trust Beneficial Interests. Accordingly, the Debtors believe the funding of the Prepetition First Lien Claim Cash Pool complies with the applicable provisions of the Bankruptcy Code.
• The Debtors have summarized, on an estimated basis, the sources of value from the Sale Transactions. The figures are estimates only, remain subject to closing and to the reconciliation of costs and senior waterfall items, and do not constitute a representation of actual recoveries. Where the Debtors have used net proceeds from certain Sale Transactions to fund their operations and the Chapter 11 Cases, no proceeds remain available for Distribution to creditors:
  • Miami Seaquarium Lease (assignment to Resilient Aquarium LLC, an affiliate of Terra): approximately $21.5 million in net proceeds, approximately $21.5 million available for Distribution.
  • Gulf World Marine Park (real property sale): $3.8 million in net proceeds; $0.00 available for Distribution.
  • Marineland (going concern sale): $6.0 million in net proceeds; $0.00 available for Distribution.
  • Equity Interests in Zoomarine Italia S.p.A.: $0.5 million in net proceeds; $0.00 available for Distribution.
  • Miscellaneous Asset Sale Proceeds: $0.00 in net proceeds; $0.00 available for Distribution.
  • Non-Debtor Asset Sales (guarantor collateral, applied under the Prepetition First Lien Note Purchase Agreement): approximately $22.3 million in net proceeds; $0.00 available for Distribution.
  • Delphinus Sale and Vallarta Sale: $20.9 million in net proceeds (approximately $0.9 million for the Vallarta Sale and $20 million for the Delphinus Sale); $0.00 available for Distribution. The proceeds of the Mexican Sale Transactions will be used to satisfy significant tax and operational liabilities, including labor obligations.
  • Total estimated proceeds: approximately $75.0 million, of which approximately $21.5 million is available for Distribution under the Plan.

Liquidation Trust

• On or before the Effective Date, the Liquidation Trust Agreement shall be executed, and all other necessary steps shall be taken to establish the Liquidation Trust to hold the Liquidation Trust Assets for the benefit of the Liquidation Trust Beneficiaries. The Liquidation Trust Agreement shall be filed with the Plan Supplement and shall be acceptable to the Consenting Lenders. In the event of any conflict between Section 7.3 of the Plan and the Liquidation Trust Agreement, unless otherwise specified in the Plan, the terms of the Liquidation Trust Agreement shall govern. This conflict rule is specific to Section 7.3; more generally, the Combined Disclosure Statement and Plan (without reference to the Plan Supplement) governs over the Plan Supplement and any other instrument or document created pursuant to it, and the Confirmation Order governs and controls over the Plan, the Plan Supplement, and the DIP Order in all respects.
• The Liquidation Trust will administer post-Effective Date responsibilities of the Liquidating Debtors and wind down their Estates. Its responsibilities will include, without limitation:
  • Liquidating the assets transferred to the Liquidation Trust, including continuing to pursue sales of any remaining assets, as necessary.
  • Prosecuting, settling, or otherwise resolving the Retained Claims and Assets.
  • Recovering assets on behalf of the Liquidation Trust.
  • Resolving and reconciling Proofs of Claim filed in the Liquidating Debtors’ Chapter 11 Cases.
  • Making Distributions to holders of Allowed Claims in accordance with the terms of the Plan.
  • Filing final tax returns and otherwise administering the Liquidating Debtors’ Estates.
• Governance: The Liquidation Trust Agreement shall provide that, until the Allowed DIP Superpriority Claims and Prepetition First Lien Secured Claims have been paid in full, all consent, approval, consultation, direction, designation, and other governance rights to be exercised by the Consenting Lenders under the Plan or the Liquidation Trust Agreement shall be exercised by the Consenting Lenders; provided that, from and after payment in full of such Claims, the appointment of any replacement decision-maker(s) and the exercise of such governance rights shall be governed by the terms of the Liquidation Trust Agreement.
  • The Liquidation Trustee, to be designated in the Plan Supplement by the Consenting Lenders, shall serve as the initial trustee and, on and after the Effective Date, shall be a fiduciary and representative of each of the Wind Down Estates. The Liquidation Trustee’s powers, rights, duties, and responsibilities shall be as specified in the Liquidation Trust Agreement and the Plan.
  • Notwithstanding anything to the contrary, the Liquidation Trust’s primary purpose is liquidating the Liquidation Trust Assets, with no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, its liquidating purpose and reasonably necessary to conserve and protect the Liquidation Trust Assets and provide for the orderly liquidation thereof.
• Liquidation Trust Assets: Except as otherwise provided in the Plan or the Confirmation Order, on the Effective Date the Debtors shall transfer all Liquidation Trust Assets to the Liquidation Trust, and all such assets shall vest in the Trust on such date. The Liquidation Trust Assets consist of:
  • All remaining Assets of the Liquidating Debtors and their Estates not sold, abandoned, or otherwise disposed of prior to the Effective Date, after funding of the Wind Down Reserve and the Professional Fees Escrow Account (which account and the funds therein are not Liquidation Trust Assets).
  • All assets recovered by the Liquidation Trustee on behalf of the Trust on or after the Effective Date through enforcement, resolution, settlement, collection, return, or otherwise.
  • All Causes of Action of the Liquidating Debtors or the Estates, other than those expressly released pursuant to the Plan.
  • The Retained Claims and Assets.
  • Any proceeds resulting from the Liquidation Trustee’s investment of the Liquidation Trust Assets on or after the Effective Date.
• The Liquidation Trust shall administer the Liquidation Trust Assets free and clear of all Liens, and the relative economic priorities among holders of Allowed Claims and Liquidation Trust Beneficial Interests shall be determined solely in accordance with the Liquidation Trust Waterfall and other distributional provisions of the Plan and the Liquidation Trust Agreement. All Distributions from the Liquidation Trust shall be made only from Liquidation Trust Cash remaining after funding, maintaining, or reserving for the Wind Down Reserve, the Professional Fees Escrow Account, Liquidation Trust Expenses, and all other reserves and senior obligations expressly required under the Plan; provided that funding or establishing a reserve for any General Unsecured Claims shall not be necessary.
• Liquidation Trust Beneficiaries are the holders of (a) Allowed DIP Superpriority Claims and (b) solely to the extent there are remaining proceeds from the Liquidation Trust Assets after satisfaction in full of all Claims and obligations senior in priority, Allowed Prepetition First Lien Secured Claims, Allowed Prepetition Second Lien Secured Claims, and Allowed General Unsecured Claims. Liquidation Trust Beneficial Interests entitle holders to receive Distributions from the Liquidation Trust Assets in accordance with the Plan and the Liquidation Trust Agreement.
• The Liquidation Trust Beneficial Interests shall not be certificated and are non-transferable other than if transferred by will or intestate succession, or otherwise by operation of law, and are subject to the limitations on transferability and other matters set forth in the Plan and the Liquidation Trust Agreement.
• Liquidation Trust Expenses consist of any and all reasonable fees, costs, and expenses incurred by the Liquidation Trust or the Liquidation Trustee (or any Professional or other Person retained by the Liquidation Trustee) on or after the Effective Date in connection with their duties under the Plan and the Liquidation Trust Agreement, including administrative fees, attorneys’ fees and expenses, insurance fees, taxes, and escrow expenses; provided that such amounts are consistent with the Wind Down Budget and with sole recourse to the Wind Down Reserve or, with the prior written consent of holders of the Allowed DIP Superpriority Claims and Allowed Prepetition First Lien Secured Claims, other Liquidation Trust Assets.
• The Liquidation Trustee (and its agents and professionals) shall not be liable for actions taken or omitted in such capacity except for acts arising out of gross negligence, actual fraud, or willful misconduct, each as determined by a Final Order. The Liquidation Trustee and such parties are entitled to indemnification and reimbursement for fees and expenses in defending their actions or inactions, including in connection with service as the responsible person for any Dismissed Debtor, subject to the same carve-outs. Any such indemnification claim shall be satisfied from the Liquidation Trust Assets in accordance with the Wind Down Budget. The Liquidation Trustee is authorized, but not required, to obtain reasonably necessary insurance coverage at the Liquidation Trust’s sole expense, provided the cost is consistent with the Wind Down Budget.

Liquidation Trust Waterfall

• The Liquidation Trust Assets shall be distributed in the following order of priority:
  • First, to fund in full the Carve-Out (which may include funding the Professional Fees Escrow Account in an amount sufficient to satisfy in full the Carve-Out), to the extent not already funded.
  • Second, to pay in full any Expense Reimbursement to the extent not already paid in full in Cash prior to the Effective Date.
  • Third, to fund in full the Wind Down Reserve and any other reserves expressly required under the Plan.
  • Fourth, to fund the Prepetition First Lien Claim Cash Pool.
  • Fifth, to pay or otherwise satisfy in full the Allowed DIP Superpriority Claims to the extent not already paid or satisfied prior to the Effective Date.
  • Sixth, to pay or otherwise satisfy in full the Allowed Adequate Protection Superpriority Claims, immediately junior to the Allowed DIP Superpriority Claims and prior to any Distribution on account of Allowed Prepetition First Lien Secured Claims, to the extent not already paid or satisfied pursuant to the Plan.
  • Seventh, to make distributions on account of Allowed Prepetition First Lien Secured Claims in accordance with the Class 3 treatment and the Liquidation Trust Beneficial Interests issued pursuant to the Plan.
  • Eighth, to make distributions on account of Allowed Prepetition Second Lien Secured Claims in accordance with the Class 4 treatment and the Liquidation Trust Beneficial Interests issued pursuant to the Plan.
  • Ninth, to make distributions on account of Allowed General Unsecured Claims, including any Allowed Deficiency Claims, in accordance with Class 5.
• The relative priorities described above shall not be construed as preserving or continuing any DIP Liens, Prepetition First Liens, or Prepetition Second Liens on the Liquidation Trust Assets.
  • Distributions comprising the Prepetition First Lien Claim Cash Pool shall be made on account of the Allowed Prepetition First Lien Secured Claims, from Prepetition First Lien Collateral Proceeds, and with the consent of the DIP Secured Parties, and shall not be construed as a Distribution of unencumbered property of the Estates or a gift or gratuity to any Class.
  • The Disputed Claims Reserve shall be funded solely from amounts otherwise distributable under the Liquidation Trust Waterfall to the Class in which the applicable Disputed Claim resides, and shall not be funded from, or be senior in priority to, amounts distributable on account of the DIP Superpriority Claims or any Claim senior to such Class under the Waterfall.

Provisions Governing Distributions

• The Disbursing Agent—the Liquidating Debtors or a designated Entity, which may include the Claims Agent or the Liquidation Trustee—shall make all Distributions under the Plan; for purposes of distributions to Liquidation Trust Beneficiaries, the Disbursing Agent shall be the Liquidation Trustee. The Distribution Record Date is the Effective Date, and neither the Debtors nor the Liquidation Trustee has any obligation to recognize any transfer of Claims or Interests occurring on or after the Effective Date or not complying with Bankruptcy Rule 3001(e).
• The manner and timing of distributions from the Liquidation Trust, solely with respect to a holder’s ratable share of Liquidation Trust Assets, is in the sole discretion of the Liquidation Trustee after reserving amounts sufficient to pay holders of Disputed Administrative Expense Claims, Disputed Priority Tax Claims, Disputed Other Priority Claims, and Disputed Other Secured Claims as if such Claims were Allowed.
• Except as otherwise provided, interest shall not accrue or be paid on any Claims on or after the Petition Date; where interest is payable, it accrues at the Federal Judgment Rate on a non-compounded basis, which was 4.08% as of the Petition Date.
• Cash Distributions on account of Allowed Prepetition First Lien Secured Claims may be made through the Prepetition First Lien Agent, and on account of Allowed Prepetition Second Lien Secured Claims through the Prepetition Second Lien Agent or directly to holders. Any charging Lien in favor of the applicable Prepetition Agent attaches to Distributions in the same manner as if made through such agent.
• Undeliverable Distributions remain with the Liquidation Trust without interest or other accruals and are deemed unclaimed property under section 347(b) of the Bankruptcy Code, forfeited ninety (90) days from the applicable Distribution date, after which they revert to and vest in the Liquidation Trust and the holder’s Claim is discharged and forever barred. Checks are null and void if not negotiated within ninety (90) days of issuance, with the same reversion and discharge consequence notwithstanding any federal or state escheat laws.
• Distributions are allocated first to the principal portion of an Allowed Claim and thereafter to the remainder. No holder shall receive Distributions in excess of the Allowed amount of its Claim. Distributions are subject to all applicable withholding and reporting requirements, and each recipient bears sole responsibility for taxes imposed on it. A recipient failing to deliver a requested IRS Form W-9 or W-8 within the earlier of ninety (90) days after the request and ninety (90) days after the Distribution date irrevocably forfeits the Distribution.
• The Liquidating Debtors, Wind Down Estates, or Liquidation Trustee may, but are not required to, set off or recoup against any Claim any claims, rights, or Causes of Action they hold against the holder, other than Causes of Action released in favor of the Released Parties; failure to do so is not a waiver. Distributions under the Plan are free and clear of any Liens, Claims, and encumbrances.

Procedures for Disputed Claims

• As of the Effective Date, objections to and requests for estimation of Claims may be interposed and prosecuted by the Liquidation Trustee, and must be served and filed on or before the Claims Objection Bar Date—one hundred eighty (180) days after the Effective Date, subject to extension by the Bankruptcy Court.
• After the Effective Date, the Liquidation Trust retains all rights and defenses the Liquidating Debtors had with respect to any Claim. No Claim becomes an Allowed Claim unless deemed Allowed under the Plan or allowed by Final Order. From and after the Effective Date, the Liquidation Trustee may settle or compromise any Disputed Claim without Bankruptcy Court approval.
• No payment or Distribution shall be made on account of a Disputed Claim—including any Claim subject to disallowance under section 502(d), or held by a party against whom the Debtors or Liquidation Trustee have asserted a claim or cause of action—unless and until it becomes an Allowed Claim.
• The Debtors or Liquidation Trustee may request that the Bankruptcy Court estimate any contingent, unliquidated, or Disputed Claim, and the estimated amount shall constitute either the Allowed amount or a maximum limitation, as determined by the Court. All objection, estimation, and resolution procedures are cumulative and not exclusive.
• Where any portion of an Allowed Claim is an Insured Claim, no Distribution shall be made until the holder has exhausted all remedies under any applicable insurance policies. Proofs of Claim filed on account of an indemnification obligation to a current director, officer, or employee are deemed satisfied and expunged as of the Effective Date to the extent the obligation is assumed, honored, or reaffirmed under the Plan.

Tax Treatment and Securities Exemption

• The Liquidation Trust is intended to be treated for U.S. federal income tax purposes as a liquidating trust under Treasury Regulation section 301.7701-4(d) and as a grantor trust, with the Liquidation Trust Beneficiaries treated as the grantors and owners of their respective shares of the Liquidation Trust Assets. The transfer of assets to the Trust is expected to be tax-free, structured as a deemed transfer from the Debtors to holders of Allowed Claims followed by a transfer by such holders to the Trust in exchange for Liquidation Trust Beneficial Interests. No ruling will necessarily be requested from the IRS, and there is no assurance the IRS would not take a contrary position.
• Because the Trust is a pass-through, all taxable income and loss is allocated to and treated as directly earned by the Liquidation Trust Beneficiaries. A beneficiary’s U.S. federal income tax obligations are not dependent on the Trust distributing cash, and a holder may therefore incur a tax liability with respect to its allocable share of Trust income even if the Trust makes no concurrent distribution.
• As soon as practicable after the Effective Date, the Liquidation Trustee will make a good faith valuation of the Liquidation Trust Assets, and all parties—including the Debtors, the Beneficiaries, and the Trustee—must report consistently with that valuation for all U.S. federal income tax purposes. The Bankruptcy Court resolves any valuation dispute. The Trustee will file grantor trust returns under Treasury Regulation section 1.671-4(a) and annually send each Beneficiary a statement of receipts and expenditures.
• The Liquidation Trustee may elect to treat any Disputed Claims Reserve as a “disputed ownership fund” under Treasury Regulation section 1.468B-9, in which case the reserve is taxed annually on a separate entity basis and any taxes are paid out of the reserve’s assets, which may be sold to pay such taxes if cash is insufficient. The Trust will comply with all applicable withholding requirements and may be required to withhold up to 30% of income or proceeds allocable to non-U.S. persons.
• The Debtors intend that the Liquidation Trust Beneficial Interests shall not be “securities” under applicable law. To the extent they are so considered, the Debtors believe issuance satisfies section 1145 of the Bankruptcy Code and is therefore exempt from registration under the Securities Act of 1933 and any state or local registration laws. If the Liquidation Trustee determines that registration or reporting under the Securities Act, Exchange Act, Trust Indenture Act, or Investment Company Act is required, the Trustee shall take all actions to comply, and may amend the Liquidation Trust Agreement to avoid such requirements.

Wind Down

• The Wind Down is the process to wind down, dissolve, and liquidate the Liquidating Debtors and their Estates and distribute any remaining Estate assets in accordance with the Plan. The Wind Down Estates comprise the Estate of each Liquidating Debtor after the Effective Date, and the Wind Down Reserve is the cash reserve funded in the amount set forth in the Wind Down Budget.
• The Wind Down Budget is to be agreed between the Debtors and the Consenting Lenders for the purpose of effectuating the Wind Down and funding the Liquidation Trust, and may be modified from time to time only with the prior written consent of the Consenting Lenders until the Allowed DIP Superpriority Claims and Allowed Prepetition First Lien Secured Claims have been paid or otherwise satisfied in full. The budget shall be included in the Plan Supplement and shall be in an aggregate amount sufficient to, among other things, fund payment of:
  • Allowed Unclassified Claims.
  • Allowed Other Priority Claims.
  • Allowed Other Secured Claims.
  • The wind down, dissolution, and defense and prosecution of litigation of the Dismissed Debtors under applicable non-bankruptcy law following dismissal of their chapter 11 cases, including the fees and expenses of any responsible person, director, officer, or professional serving the Dismissed Debtors.
  • All other expenses as may be necessary to confirm and effectuate the Plan and provide for the Wind Down, including funding of the Professional Fee Escrow Account.
• The wind down, dissolution, and defense and prosecution of litigation of the Dismissed Debtors following dismissal of their Chapter 11 Cases, including the fees and expenses of the Liquidation Trustee and any responsible person, director, officer, or professional serving the Dismissed Debtors, shall be funded from the Wind Down Reserve in accordance with the Wind Down Budget.
  • The portion of the Wind Down Reserve allocated in the Wind Down Budget to the Dismissed Debtors shall be separately identified and segregated, used solely to fund such matters, and shall not be released, transferred, or used for any other purpose without the prior written consent of the Consenting Lenders.
  • Recourse for such wind down shall be limited to the Wind Down Reserve and shall be without further recourse to the Liquidation Trust Assets except as the Consenting Lenders may otherwise agree in writing.
• Any remaining Mexican Assets not sold in connection with the Mexican Sale Transactions—which the Debtors anticipate will be limited to miscellaneous assets and certain real property—will be addressed through the wind-down of the Dismissed Debtors in accordance with Mexican law following the dismissal of their Chapter 11 Cases.

Dismissal of the Dismissed Debtors’ Chapter 11 Cases

• Following the closing of the sale of the Mexican Assets to Delphinus, the Debtors shall submit to the Bankruptcy Court the proposed Dismissal Order (attached to the Plan as Exhibit A) under certification of counsel and request entry at the Court’s earliest convenience without further notice or hearing. Upon entry of the Dismissal Order, pursuant to sections 305(a) and 1112(b) of the Bankruptcy Code and without the need for further action by any Person, the Dismissed Debtors’ Chapter 11 Cases shall be dismissed effective as of entry of the order.
  • Notwithstanding anything to the contrary, including section 349 of the Bankruptcy Code, all prior orders, releases, stipulations, settlements, rulings, and judgments of the Bankruptcy Court made during the course of the Chapter 11 Cases shall remain in full force and effect, shall be unaffected by the dismissal, and shall be specifically preserved for all purposes, including finality of judgment and res judicata.
• Following entry of the Dismissal Order, the DIP Secured Parties and Prepetition Secured Parties shall be authorized to pursue, and nothing in the Plan shall prohibit them from pursuing, any and all claims and Causes of Action and to exercise any and all rights, remedies, and interests available under the Prepetition Notes Documents and applicable law against the Dismissed Debtors and their interests and property.
• To the fullest extent permitted by applicable law (including applicable Mexican law), effective as of the Effective Date (or, as to any Dismissed Debtor, such later date on which the CRO and the Independent Director cease to serve such Dismissed Debtor), the individual then serving as the Liquidation Trustee shall be appointed and authorized to serve as the sole director, officer, manager, administrator, liquidator, and/or responsible person (however denominated under applicable law) of each Dismissed Debtor, with all powers necessary or appropriate to manage, wind down, liquidate, and dissolve each Dismissed Debtor under applicable non-bankruptcy law and to prosecute, defend, settle, or otherwise resolve any proceeding involving the Dismissed Debtors, including the corporate governance and related litigation pending in Mexico.
  • Such service (i) shall be in a representative capacity only and shall not cause the Dismissed Debtors or their assets to become Liquidation Trust Assets or property of the Wind Down Estates, and (ii) is expressly authorized notwithstanding that the same individual serves as a fiduciary of the Wind Down Estates, and no such concurrent service shall, by itself, constitute or be deemed a conflict of interest.
  • The Liquidation Trustee (and any professionals it retains in such capacity) shall be entitled to the compensation, indemnification, and exculpation afforded under Section 7.3 of the Plan and the Liquidation Trust Agreement, funded from the segregated portion of the Wind Down Reserve.

Retained Litigation Claims

• The Former CEO and certain former directors, officers, and insiders (i.e., the Excluded D&Os) engaged in extensive misconduct. The Plan does not release the Excluded D&Os, which comprise, other than the Debtors’ CRO and Independent Director, any and all current and former directors and officers of the Debtors and any of their non-debtor subsidiaries or Affiliates, including those Persons identified on the schedule of excluded persons included in the Plan Supplement.
• Instead, the Plan preserves and transfers to the Liquidation Trust the Retained Litigation Claims, which include:
  • Any and all of the Liquidating Debtors’ claims and Causes of Action against the Excluded D&Os and their Affiliates, including claims for breach of fiduciary duty, fraud, embezzlement, diversion of Estate funds, indemnification or contribution claims for which Excluded D&Os may have personal liability under applicable law (e.g., unpaid taxes, wages), and related relief.
  • Any and all claims against applicable director-and-officer or similar insurance policies.
• Together with the Retained Parks and Assets—any assets, including parks, owned by the Liquidating Debtors as of the Effective Date that have not been sold to a third party pursuant to a Sale Transaction—these constitute the Retained Claims and Assets.
• D&O Liability Insurance and Indemnification:
  • As of the Effective Date, the Debtors are deemed to have assumed all D&O Liability Insurance Policies pursuant to sections 105(a) and 365(a) of the Bankruptcy Code, and coverage for defense and indemnity remains in full force and effect subject to the policies’ terms. Entry of the Confirmation Order constitutes approval of that assumption, and each such policy is treated as an assumed Executory Contract as to which no Proof of Claim need be filed.
  • Nothing in the Plan expands, reduces, impairs, or otherwise modifies any rights, obligations, or coverage under the D&O Liability Insurance Policies, and nothing shall be construed to assume, reinstate, or maintain any such policy for the benefit of any Excluded D&Os.
  • The Debtors’ obligation to indemnify and reimburse any Person serving on or after the Petition Date as a director, officer, or employee survives Confirmation and the Effective Date solely to the extent of available insurance. No Excluded D&O is entitled to indemnification, and the Debtors assume no obligation with respect to any self-insured retention for which the applicable insurer can assert a prepetition Claim.
• Privilege and Reservation of Causes of Action:
  • The Transferred Privileges—all corporate privileges, confidential information, work product protections, attorney-client privileges, and other immunities relating solely to the Litigation Claims—are transferred, assigned, and delivered to the Liquidation Trust and vest on the Effective Date, to be jointly held by the Liquidating Debtors and the Liquidation Trust thereafter. The Transferred Privileges do not include privileges relating to any rights, claims, or Causes of Action sold to a purchaser in connection with any Sale Transaction, and privileges relating solely to Causes of Action or assets retained by the Dismissed Debtors remain with the applicable Dismissed Debtor.
  • Other than Causes of Action expressly waived, released, or settled, the Liquidating Debtors reserve all Causes of Action. The Dismissed Debtors retain and may pursue any Causes of Action not transferred to the Liquidation Trust. No Entity may rely on the absence of a specific reference in the Plan or Disclosure Statement to any Cause of Action as an indication that it will not be pursued, and no preclusion doctrine—including res judicata, collateral estoppel, issue preclusion, claim preclusion, or laches—shall apply as a consequence of Confirmation or the Effective Date.
• On and after the Effective Date, the Liquidation Trustee has the sole and exclusive authority to investigate, prosecute, settle, or abandon the Retained Litigation Claims for the benefit of the Liquidation Trust Beneficiaries, and any net recoveries become Liquidation Trust Assets distributed in accordance with the Liquidation Trust Waterfall.
  • The Retained Litigation Claims may represent a material source of additional recovery; however, their value is inherently uncertain and depends on, among other things, the outcome of litigation, the collectability of any judgment (including against defendants located in Mexico), and the availability and scope of any insurance coverage. No holder of a Claim or Interest should rely on any assumed value of the Retained Litigation Claims.

Litigation with Former Management

• Following the Petition Date, the Debtors’ former management initiated a number of civil proceedings in Mexico challenging the prepetition governance changes. The Debtors successfully defended these proceedings, and the applicable Mexican courts have entered orders confirming the legitimacy of the changes. On January 16, 2026, the Ninth Civil Chamber revoked precautionary measures previously granted to the Former CEO as legally unfounded, and in February 2026 a federal court denied a permanent stay in the Former CEO’s ensuing amparo proceeding, confirming current management’s full and uncontested legal authority over the Debtors.
• The Debtors have also initiated civil and criminal proceedings against certain former management. Although the criminal proceedings remain confidential, it has been publicly disclosed that Controladora Dolphin brought claims for procedural fraud and criminal conspiracy against the Former CEO, resulting in his reported arrest; these matters remain pending in Mexico.
• On June 5, 2025, the Court entered the Enforcement Order finding that the Former CEO willfully violated the automatic stay and the Interim Turnover Order. On June 26, 2025, the Court entered the Sanctions Order [Docket No. 257] imposing sanctions of $10,000 per day retroactive to June 19, 2025, without prejudice to further damages or sanctions. On July 9, 2025, the Debtors sought an order finding that the Debtors’ former general counsel also violated the stay and increasing sanctions against the Former CEO to $25,000 per day [Docket No. 332]; that matter was taken under advisement.
• The Disclosure Statement enumerates fourteen categories of continuing violations, including interference with access to books and records (including a physical confrontation at the Cancún headquarters), interference with the sale process and threats of legal action against Keen and Greenhill, diversion of Mexican park revenues to a non-Debtor entity through unauthorized point-of-sale terminals, an armed takeover of the Punta Nizuc park, a fraudulent back-dated agreement purporting to transfer operation of all Mexican parks to a non-Debtor entity controlled by the Former CEO, and directing prepetition and postpetition transfers totaling approximately $414,000 from subsidiary bank accounts to entities allegedly controlled by the Former CEO.
• Elysium Adversary Proceeding: On May 22, 2026, certain Debtors filed a complaint against non-Debtors Elysium Properties Investments Inc. and Elysium AD, LLC (both purportedly owned and controlled by the Former CEO), the property management association, and the mortgagee, alleging that Debtor funds were siphoned to pay the mortgage and HOA/property management fees on a luxury Miami penthouse owned by Elysium AD, which intends to sell it. The Plaintiffs seek a preliminary injunction and a constructive trust over sale proceeds in excess of the remaining mortgage principal. As of the date of the Disclosure Statement, no responsive pleading had been filed.
• Tradewinds Adversary Proceeding: Tradewinds sought a declaratory judgment that it holds a valid, perfected judgment lien on certain Controladora Dolphin property senior to the Prepetition First Lien Noteholders’ liens. Following a summary judgment motion, Tradewinds agreed to dismiss with prejudice; the Court approved the joint stipulation of dismissal on March 9, 2026. Tradewinds further stipulated that its lien is limited to Controladora Dolphin’s personal property located in Florida (which the Debtors do not believe exists) and is junior to the Prepetition First Lien Noteholders’ claims.

Compromise and Settlement

• Pursuant to section 1123 of the Bankruptcy Code and in consideration for the distributions and other benefits provided under the Plan, the provisions of the Plan will constitute a good faith compromise and settlement of all Claims, Interests, Causes of Action, or controversies (i) belonging to the Liquidating Debtors or their Estates as set forth in the Plan and (ii) by and among the Debtors, the DIP Lenders, and the Prepetition First Lien Noteholders. The Plan shall be deemed a motion to approve such compromise and settlement pursuant to section 1123 of the Bankruptcy Code and, with respect to the compromise and settlement by and among the Debtors, the DIP Lenders, and the Prepetition First Lien Noteholders, Bankruptcy Rule 9019 and section 1123 of the Bankruptcy Code.
• Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such Claims, Interests, Causes of Action, or controversies, and the Court’s finding that all such compromises or settlements are (i) in the best interest of the Liquidating Debtors and their respective Estates and property, and of holders of Claims or Interests; and (ii) fair, equitable, and reasonable.
• To the extent any portion of the Prepetition First Lien Claim Cash Pool were determined to constitute property of the Estates, the allocation and distribution thereof to Class 3, and the consent of the DIP Secured Parties thereto, constitute a good-faith compromise and settlement under section 1123(b)(3) of the Bankruptcy Code and Bankruptcy Rule 9019 of, among other things:
  • Disputes concerning the validity, priority, extent, and enforceability of the DIP Liens and Prepetition First Liens (including as to collateral located in Mexico).
  • The relative rights of the DIP Secured Parties and the Prepetition Secured Parties under the DIP Order and the Prepetition Notes Documents.
  • Any challenge rights, which compromise the Debtors have determined to be fair, reasonable, and in the best interests of the Estates.
• The Prepetition First Lien Claim Cash Pool is distributed to the holders of Allowed Prepetition First Lien Secured Claims on account of such Claims, constitutes a Distribution of proceeds of the Prepetition First Lien Collateral in which such holders hold valid, perfected, and unavoidable Liens, and does not constitute a gift, gratuity, or distribution of unencumbered property of the Estates to any Class. The application of Prepetition First Lien Collateral Proceeds to fund the pool prior to payment in full of the DIP Superpriority Claims is made with the express consent of the DIP Secured Parties, as holders of senior Liens on and Claims against such collateral, and constitutes a consensual allocation of shared collateral among the Prepetition Secured Parties and the DIP Secured Parties.
• The classification and manner of satisfying all Claims and Interests and the respective distributions and treatments under the Plan take into account and conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) or 510(c) of the Bankruptcy Code, or otherwise, and all such rights against the Liquidating Debtors and their Estates are terminated pursuant to the Plan. The Liquidating Debtors (or the Liquidation Trustee, solely with respect to Allowed General Unsecured Claims) reserve the right to reclassify any Allowed Claim or Interest in accordance with any such subordination rights.
• Nothing in the compromise and settlement provisions shall release, settle, compromise, or otherwise impair the Retained Litigation Claims, the Retained Claims and Assets, or any Causes of Action expressly retained by the Liquidating Debtors, their Estates, or the Liquidation Trust pursuant to the Plan or the Plan Supplement.

Releases

• Section 12.6 of the Plan contains certain releases, exculpations, and injunctions, and parties are urged to read these provisions carefully to understand how Confirmation and consummation of the Plan will affect any Claim, Interest, right, or action with regard to the Debtors.
• The Plan provides for releases by the Debtors and their Estates only (the “Debtor Releases”). The Plan does not release, waive, or discharge any direct claims held by any holder of a Claim or Interest against any non-Debtor, and therefore contains no third-party or non-consensual releases. Because the Plan effects only Estate releases and does not bind any creditor’s direct claims, consent from holders of Claims and Interests to the release provisions is not required for their approval.
• As of the Effective Date, except for the rights that remain in effect from and after the Effective Date to enforce the Plan, and except as otherwise provided in the Plan or the Confirmation Order, the Released Parties shall be forever released and discharged, to the maximum extent permitted by law, by the Liquidating Debtors and their Estates from any and all Claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, remedies, losses, and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of the Liquidating Debtors and their Estates, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereinafter arising, that the Liquidating Debtors and their Estates would have been legally entitled to assert in their own right or on behalf of the holder of any Claim or Interest or other Person, based on or relating to, or in any manner arising prior to the Effective Date from, in whole or in part, the Liquidating Debtors, the Chapter 11 Cases (including the marketing and sale processes), the purchase or sale of any Security of the Liquidating Debtors, the subject matter of or transactions or events giving rise to any Claim or Interest treated in the Plan, the business or contractual arrangements between any Liquidating Debtor and any Released Party, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the Disclosure Statement, the Plan (including the Plan Supplement), the Sale Documents, Prepetition Notes Documents, DIP Loan Documents, the DIP Order, the Sale Orders, the negotiation, formulation, or preparation thereof, the solicitation of votes with respect to the Plan, or any other act or omission taking place on or before the Effective Date; provided, however, that:
  • Nothing shall release the Retained Litigation Claims, the Retained Claims and Assets, or any Causes of Action expressly retained by the Liquidating Debtors, the Wind Down Estates, or the Liquidation Trust pursuant to the Plan or the Plan Supplement, including claims against the Excluded D&Os.
  • Nothing shall be construed to release any Released Party from gross negligence, willful misconduct, or actual fraud as determined by a Final Order.
• The “Released Parties” are, collectively and in each case solely in their capacities as such: (a) the CRO; (b) the Independent Director; (c) the Creditors’ Committee and its members; (d) the DIP Secured Parties; (e) the Prepetition First Lien Agent; (f) the Prepetition First Lien Noteholders; and (g) Related Parties for each of the foregoing; provided that the Excluded D&Os shall not be Released Parties.
  • “Related Parties” means, with respect to any Exculpated Party or Released Party, such party’s predecessors, successors and assigns, subsidiaries, Affiliates, managed accounts or funds, and, for each such Person, their respective current and former officers, directors, principals, stockholders, members, partners, employees, agents, trustees, advisory board members, advisors, attorneys, accountants, actuaries, investment bankers, consultants, representatives, management companies, fund managers, advisors and other professionals, and such Persons’ respective heirs, executors, estates, servants, and nominees, in each case solely to the extent such Persons or Entities acted on behalf of the Exculpated Party or Related Party in connection with the matters as to which exculpation or releases are provided.
• The Debtor Releases are given by the Debtors in the sound exercise of their business judgment, in exchange for good and valuable consideration, including the material contributions of the Released Parties to the Debtors’ sale process, the DIP Facility, and the formulation and implementation of the Plan. The Debtors are not aware of any actionable Claims or Causes of Action against the Released Parties or any of their respective firms, direct and indirect current and former Affiliates, subsidiaries, partners, investors, managing members, members, officers, directors, principals, employees, managers, controlling persons, agents, attorneys, investment bankers, Professionals, advisors, and representatives, each in their capacity as such. The Debtors believe the Debtor Releases are appropriate and satisfy the applicable legal standards, including the factors articulated in In re Zenith Electronics Corp., 241 B.R. 92 (Bankr. D. Del. 1999) and In re Master Mortgage Investment Fund, Inc., 168 B.R. 930 (Bankr. W.D. Mo. 1994).
• Article XII provides for certain releases, injunctions, and exculpations for claims and Causes of Action that may otherwise be asserted against the Debtors, the Exculpated Parties, or the Released Parties. These provisions are subject to objection by parties in interest and may not be approved. If they are not approved, certain parties may not be considered Released Parties or Exculpated Parties, and certain Released Parties or Exculpated Parties may withdraw their support for the Plan.

Exculpation

• Effective as of the Effective Date, to the fullest extent permissible under applicable law and without affecting or limiting the Estate releases in Section 12.6, and except as otherwise specifically provided in the Plan, the Exculpated Parties shall neither have nor incur any liability to any Person or Entity for any claims or Causes of Action or for any act taken or omitted to be taken on or after the Petition Date and prior to or on the Effective Date in connection with, relating to, or arising out of:
  • The commencement and administration of the Chapter 11 Cases.
  • The postpetition marketing and sale process, and the purchase, sale, or rescission of the purchase or sale of any security or asset of the Debtors.
  • The formulation, preparation, dissemination, negotiation, filing, and pursuit of the DIP Facility, the Disclosure Statement, the Sale Transactions, any Sale Order, the Plan, the solicitation of votes for or Confirmation of the Plan, and the funding or consummation of the Plan.
  • The occurrence of the Effective Date.
  • The formulation, preparation, dissemination, negotiation, entry into, or filing of the DIP Loan Documents.
  • The administration of the Plan or the property to be distributed under the Plan, or the transactions in furtherance of any of the foregoing.
• The exculpation excludes claims related to any act or omission determined by Final Order to have constituted gross negligence, fraud, or willful misconduct, and shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations, and any other applicable law or rules protecting such Exculpated Parties from liability. Nothing shall exculpate or otherwise limit the liability of any Excluded D&O for any act or omission.
• The “Exculpated Parties” are, collectively: (a) the Debtors; (b) the CRO; (c) the Independent Director; (d) the Creditors’ Committee and its members, solely in their capacity as such; (e) the Debtors’ Professionals; and (f) with respect to each of the foregoing solely to the extent they are Estate fiduciaries, all Related Parties who acted on their behalf in connection with the matters as to which exculpation is provided; provided that the Excluded D&Os shall not be Exculpated Parties.

Injunction and Effect of Confirmation

• No Discharge: In accordance with section 1141(d)(3) of the Bankruptcy Code, the Plan does not discharge the Liquidating Debtors. Section 1141(c) nevertheless provides that the property dealt with by the Plan is free and clear of all Claims and Interests against the Liquidating Debtors. Accordingly, no Person or Entity holding a Claim against a Liquidating Debtor may receive any payment from, or seek recourse against, any property dealt with by the Plan—including any Assets transferred to or held by the Liquidation Trust—other than the property or distributions expressly required to be provided under the Plan. All parties are precluded from asserting against any property to be distributed under the Plan any Claims, rights, Causes of Action, liabilities, or Interests based upon any act, omission, transaction, or other activity occurring before the Effective Date, except as expressly provided in the Plan or the Confirmation Order.
• Vesting of Assets: On the Effective Date, the Liquidating Debtors and their Estates transfer the Liquidation Trust Assets to, and such assets vest in, the Liquidation Trust free and clear of all Claims, Liens, encumbrances, charges, and other interests, with relative priorities governed solely by the distributional and waterfall provisions of the Plan and the Liquidation Trust Agreement. The Wind Down Reserve vests in the Wind Down Estates or the Liquidation Trust, as applicable, to fund the Distributions provided for in the Plan and the Wind Down.
• Binding Effect: Subject to the occurrence of the Effective Date, the provisions of the Plan bind any holder of a Claim against, or Interest in, the Liquidating Debtors and such holder’s successors and assigns, whether or not the Claim or Interest is Impaired and whether or not such holder has accepted the Plan. Upon the Effective Date, the terms of the Plan and Plan Supplement are immediately effective and enforceable notwithstanding Bankruptcy Rules 3020(e), 6004(h), and 7062.
• Upon entry of the Confirmation Order, all holders of Claims and Interests and other parties in interest, along with their respective present or former employees, agents, officers, directors, principals, and Affiliates, shall be enjoined from taking any actions to interfere with the implementation or consummation of the Plan in relation to any Claim extinguished or released pursuant to the Plan or property dealt with by the Plan.
• Except as expressly provided in the Plan, the Confirmation Order, a separate order of the Bankruptcy Court, or as agreed to by the Wind Down Estates, Liquidating Debtors, or Liquidation Trustee and a holder of a Claim or Interest, all Entities who have held, hold, or may hold Claims against or Interests in the Liquidating Debtors (whether or not proof of such Claims or Interests has been filed and whether or not such Entities vote in favor of, against, or abstain from voting on the Plan or are presumed to have accepted or deemed to have rejected the Plan), along with their respective present or former employees, agents, officers, directors, principals, and Affiliates, are permanently enjoined, on and after the Effective Date, solely with respect to any Claims, Interests, and Causes of Action that will be or are extinguished, discharged, released, or otherwise precluded from being asserted pursuant to the Plan, from:
  • Commencing, conducting, or continuing in any manner any suit, action, or other proceeding of any kind against or affecting the Liquidating Debtors, Wind Down Estates, or Liquidation Trust, or their property.
  • Enforcing, levying, attaching, collecting, or otherwise recovering by any manner or means any judgment, award, decree, or order against the Liquidating Debtors, the Wind Down Estates, or the Liquidation Trust, or their property.
  • Creating, perfecting, or otherwise enforcing in any manner any encumbrance of any kind against the Liquidating Debtors, the Wind Down Estates, or the Liquidation Trust, or their property.
  • Asserting any right of setoff against any obligation due from the Liquidating Debtors, the Wind Down Estates, or the Liquidation Trust, or against their property or interests in property, except as contemplated or Allowed by the Plan.
  • Acting or proceeding in any manner, in any place whatsoever, that does not conform to or comply with the provisions of the Plan.
• The injunctions shall extend to any successors of the Liquidating Debtors, the Liquidation Trust, and their respective property and interests in property. Unless otherwise provided in the Plan, the Confirmation Order, or a Final Order of the Bankruptcy Court, all injunctions or stays arising under or entered during the Chapter 11 Cases under section 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the later of the Effective Date and the date indicated in the order providing for such injunction or stay.

Cancellation of Existing Securities, Agreements, and Liens

• Except as otherwise set forth in the Plan, on the Effective Date, the DIP Loan Documents, DIP Loans, Prepetition Notes Documents, Prepetition First Lien Notes, Prepetition Second Lien Notes, and any other document, agreement, or instrument evidencing any Claim against the Liquidating Debtors shall be deemed canceled without further act or action, and the obligations of the Liquidating Debtors thereunder shall be deemed extinguished.
• Notwithstanding the foregoing, the provisions of the DIP Loan Documents, the Prepetition First Lien Notes Documents, the Prepetition Second Lien Notes Documents, and any other document referred to in Section 7.14 shall continue in full force and effect against the Dismissed Debtors and, with respect to the Liquidating Debtors, solely to the extent necessary to:
  • Allow holders of DIP Superpriority Claims, Prepetition First Lien Secured Claims, Prepetition Second Lien Secured Claims, or other such Claims to receive the treatment and Distributions provided under the Plan.
  • Preserve the rights, protections, powers, indemnification rights, and compensation rights of the DIP Agent, the Prepetition First Lien Agent, and the Prepetition Second Lien Agent as against the applicable holders under the governing documents and as otherwise provided in the Plan.
  • Allow each such agent to enforce any obligations owed to them individually under the Plan or the applicable governing documents.
  • Allow each of the foregoing agents and the applicable holders to retain their respective rights and obligations vis-à-vis one another to the extent not inconsistent with the Plan.
  • Permit the administration of any Distributions or treatment to be made under the Plan.
• On the Effective Date, the DIP Agent, the Prepetition First Lien Agent, and the Prepetition Second Lien Agent, and their respective agents, successors, and assigns, shall each be automatically and fully released and discharged of and from all duties under the applicable documents, except for such duties as may continue for the limited purposes described above. Any certificates, instruments, or agreements evidencing Liquidating Debtor Interests shall be deemed surrendered, transferred, canceled, or otherwise adjusted as necessary to effectuate the transfer of such Interests to the Liquidation Trust.
• On the Effective Date, the DIP Liens, Prepetition First Liens, and Prepetition Second Liens shall be deemed fully, irrevocably, and automatically released and discharged as against the Liquidating Debtors and shall not continue on or attach to the Retained Claims and Assets, the Liquidation Trust Assets, or any proceeds thereof; provided that such Liens shall remain in full force and effect solely as against the Dismissed Debtors in accordance with Sections 7.2 and 7.14(b) of the Plan and the Confirmation Order.
• Reservation of Rights: Notwithstanding anything in the Plan to the contrary (including the discharge, injunction, exculpation, satisfaction-of-Claims, cancellation, release, vesting, and binding-effect provisions), nothing in the Plan or the Confirmation Order shall impair, release, discharge, waive, terminate, or otherwise affect the Claims, Liens, security interests, guarantees, rights, remedies, or interests of the DIP Secured Parties or the Prepetition First Lien Secured Parties against the Dismissed Debtors, any non-Debtor obligor or guarantor, or their respective property, all of which are expressly preserved and shall remain in full force and effect in accordance with the DIP Loan Documents, the Prepetition First Lien Notes Documents, the DIP Order, and applicable law.
• Unwind of Roll-Up DIP Loans: In accordance with Section 2.02(d) of the DIP Credit Agreement (as amended by the Waiver and Twelfth Amendment to the DIP Credit Agreement) and the DIP Order, upon the Required Lenders’ request, any and all Prepetition First Lien Secured Obligations that were converted into the Roll-Up Loans shall be automatically unwound and deemed null and void on a dollar-for-dollar basis in an amount equal to that designated by the Required Lenders, and the portion of the Prepetition First Lien Secured Obligations previously deemed “Roll-Up Loans” and subject to such unwinding shall be reinstated and constitute outstanding Prepetition First Lien Secured Obligations under the Prepetition First Lien Notes Documents on the same terms and priorities as if the Roll-Up Loans had never occurred.
  • The Prepetition First Lien Secured Obligations so reinstated (i) shall constitute Prepetition First Lien Secured Claims for all purposes under the Plan, including as against the Dismissed Debtors, and (ii) shall not be canceled, released, discharged, or extinguished by reason of the treatment of the DIP Superpriority Claims or any other provision of the Plan, except as expressly provided.
• Pursuant to section 510(a) of the Bankruptcy Code, all subordination agreements governing Claims or Interests shall be enforced in accordance with such agreements’ terms.

Corporate Action and Implementation

• Upon the Effective Date, all actions contemplated by the Plan (including any action to be undertaken by the Liquidation Trustee, the Debtors, or the Wind Down Estates), regardless of whether taken before, on, or after the Effective Date, shall be deemed authorized, approved, and, to the extent taken prior to the Effective Date, ratified in all respects, without any requirement of further action by any holders of Claims or Interests, security holders, directors, managers, officers, the Debtors, the Wind Down Estates, the Liquidation Trustee, or any other Entity or Person.
• The Debtors and their current directors, officers, managers, shareholders, trustees, agents, and representatives shall be authorized to execute and deliver all shareholder resolutions, board resolutions, acceptances, powers of attorney, notarizations, registrations, and other instruments reasonably necessary to effectuate the appointment and authority contemplated by Section 7.5(b) of the Plan, in each case in form and substance acceptable to the Consenting Lenders.
  • The CRO and the Independent Director are authorized to execute and deliver any such instrument notwithstanding their resignation or cessation of service, whether executed before, concurrently with, or, to the fullest extent permitted by applicable law, after such resignation or cessation of service, and any limited authority necessary for that purpose shall survive until the appointment and authority contemplated by that Section have been fully effectuated.
• On the Effective Date and solely with respect to the Liquidating Debtors, the CRO and Independent Director shall be discharged from their duties and terminated automatically without the need for any corporate action, approval, or filings, and, unless subject to a separate agreement with the Liquidation Trustee or the Debtors, shall have no continuing obligations to the Liquidating Debtors following the Effective Date.
• Books and Records: On the Effective Date, the Liquidation Trust shall take possession of all books, records, and files of the Liquidating Debtors and the Wind Down Estates that were not sold and transferred pursuant to the Sale Transactions, and shall provide for their retention and storage until the Liquidation Trustee determines retention is no longer necessary or beneficial. To the extent books and records were transferred to a purchaser in connection with a Sale Transaction, the Liquidation Trust shall be granted reasonable access on a cost-free basis for purposes of the Wind Down and of reconciling Claims and making distributions.
• On the Effective Date, the Creditors’ Committee shall dissolve, and each member (including each officer, director, employee, or agent thereof) and each Professional retained by the Creditors’ Committee shall be released and discharged from all rights, duties, responsibilities, and obligations arising from or related to the Debtors, their membership on the Creditors’ Committee, the Plan, or the Chapter 11 Cases, except with respect to any matters concerning any Fee Claims held or asserted by any Professional retained by the Committee.
• As soon as practicable, but not later than three (3) Business Days following the Effective Date, the Debtors shall file a notice of the occurrence of the Effective Date with the Bankruptcy Court.

Plan Supplement

• The Plan Supplement will contain draft forms, signed copies, or summaries of material terms, as applicable, of: (a) the identity of the Liquidation Trustee; (b) the Liquidation Trust Agreement; (c) the schedule of Retained Litigation Claims and other retained Causes of Action; and (d) the schedule of excluded persons for purposes of the definition of Excluded D&Os, including the Persons identified thereon. The Plan Supplement shall be in form and substance reasonably acceptable to the Consenting Lenders.
• The Debtors note that all parties in interest should review the Plan Supplement, which will contain a non-exclusive analysis of the Litigation Claims being preserved under the Plan.

Conditions Precedent to the Effective Date

• The following are conditions precedent to the Effective Date:
  • The Confirmation Order shall have been entered and shall be in full force and effect, with no stay thereof in effect.
  • All documents necessary to implement the transactions contemplated by the Plan, including the establishment of the Liquidation Trust, shall have been executed and delivered and shall be in full force and effect.
  • The Liquidation Trust Agreement shall have been executed and the Liquidation Trust shall have been established.
  • All actions, documents, and agreements necessary to implement and consummate the Plan shall have been effected or executed and binding on all parties thereto, including the funding of the Wind Down Reserve, and, to the extent required, filed with the applicable governmental units in accordance with applicable laws.
  • All governmental approvals and consents, including Bankruptcy Court approval, necessary in connection with the transactions contemplated by the Plan shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such transactions.
  • Subject to the terms of the DIP Order, all Fee Claims of the Debtors, the Creditors’ Committee, and the DIP Lenders that, as of the Effective Date, were due and payable under an order of the Bankruptcy Court shall have been paid in full, other than any Fee Claims subject to approval by the Bankruptcy Court.
• Each condition precedent may be waived in writing by the Debtors, on a Debtor-by-Debtor basis if applicable, with the consent of the Consenting Lenders (such consent not to be unreasonably withheld), in each case without leave of or order of the Bankruptcy Court. If the Plan is confirmed for fewer than all of the Debtors, only the conditions applicable to the Debtor or Debtors for which the Plan is confirmed must be satisfied or waived for the Effective Date to occur as to such Debtors.
• All actions required on the Effective Date are deemed to occur simultaneously, and no such action is deemed to have occurred prior to any other; provided that where one condition precedent must occur before another, the prerequisite condition is deemed to have occurred immediately prior to the subsequent condition regardless of actual timing. The stay of the Confirmation Order under Bankruptcy Rule 3020(e) is deemed waived by and upon entry of the Confirmation Order, which shall take effect immediately upon its entry.
• If the conditions are not satisfied or waived on or before the first Business Day that is more than one hundred eighty (180) days after entry of the Confirmation Order, or by such later date as set forth by the Debtors in a notice filed with the Bankruptcy Court prior to the expiration of such period, the Plan shall be null and void in all respects, and nothing contained in the Plan or the Disclosure Statement shall (a) constitute a waiver or release of any Claims by or against or any Interests in the Debtors, (b) prejudice in any manner the rights of any Entity, or (c) constitute an admission, acknowledgement, offer, or undertaking by the Debtors, the Consenting Lenders, or any other Entity.

Voting and Confirmation

• The Confirmation Hearing is scheduled for [•], 2026 at [•] (prevailing Eastern Time) at the Bankruptcy Court, 824 North Market Street, 6th Floor, Courtroom 2, Wilmington, Delaware 19801, to consider (i) final approval of the Disclosure Statement as providing adequate information pursuant to section 1125 of the Bankruptcy Code, and (ii) confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code.
• Only holders of Class 3 Claims (Prepetition First Lien Secured Claims) (“Eligible Holders”) are entitled to vote to accept or reject the Plan. Claims in all Classes other than Class 3 are either Unimpaired and presumed to accept or Impaired and deemed to reject the Plan and are not entitled to vote.
  • The Voting Record Date for determining which holders are entitled to vote is August 28, 2026.
  • For a vote to be counted, the ballot must be actually received by the Claims Agent no later than October 1, 2026, at 5:00 p.m. prevailing Eastern Time, unless extended by the Debtors or the Court.
  • Under the Bankruptcy Code, a Class accepts the Plan if holders of two-thirds (2/3) in amount and more than a majority in number of the Allowed Claims in that Class vote to accept. Holders that fail to vote are not counted in determining the thresholds for acceptance.
  • Any objection to final approval of the Combined Disclosure Statement and Plan must be in writing, comply with the Bankruptcy Rules, identify the objector and the nature and amount of its Claim or Interest, state with particularity the legal and factual bases and (if practicable) a proposed resolving modification, and be filed and served so as to be actually received by counsel to the Debtors, counsel to the DIP Lenders, the U.S. Trustee, and counsel to the Creditors’ Committee on or before October 1, 2026 at 4:00 p.m. (prevailing Eastern Time). Unless an objection is timely served and filed, it may not be considered by the Bankruptcy Court.
  • Any Class that, as of the commencement of the Confirmation Hearing, has no holder of a Claim or Interest Allowed in an amount greater than zero for voting purposes shall be considered vacant, deemed eliminated from the Plan for voting purposes, and disregarded for purposes of section 1129(a)(8). If a Class contains Claims eligible to vote but no holder votes, the Debtors will ask the Bankruptcy Court to deem the Plan accepted by that Class.
• The Debtors will request confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code over the deemed rejection of the Plan by all Prepetition Second Lien Secured Claims, General Unsecured Claims, Intercompany Claims, Subordinated Claims, and Liquidating Debtor Interests.
• Section 1129(a)(10) of the Bankruptcy Code requires that, if any Class of Claims is Impaired, at least one Class of Impaired Claims must accept the Plan, determined without including any acceptance by an insider. The holders of Class 3 Prepetition First Lien Secured Claims are not “insiders” of the Debtors within the meaning of section 101(31) of the Bankruptcy Code; accordingly, the Debtors expect that acceptance of the Plan by Class 3 will satisfy that requirement.

Plan Modification, Revocation, and Amendment

• Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code, Bankruptcy Rule 3019, and the Plan, the Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan, or any part thereof, prior to its substantial consummation.
  • The Debtors may amend, modify, or supplement the Plan (i) prior to entry of the Confirmation Order, including amendments or modifications to satisfy section 1129(b) of the Bankruptcy Code, and (ii) after entry of the Confirmation Order, in the manner provided for by section 1127 of the Bankruptcy Code or as otherwise permitted by law, in each case without additional disclosure pursuant to section 1125 of the Bankruptcy Code.
  • After the Confirmation Date, so long as technical adjustments and modifications are immaterial or do not adversely affect the treatment of holders of Allowed Claims or Allowed Interests, and subject to the reasonable consent of the Consenting Lenders, the Debtors may remedy any defect or omission or reconcile any inconsistencies in the Plan or the Confirmation Order as may be necessary to carry out the purposes or effects of the Plan, and any holder that has accepted the Plan shall be deemed to have accepted it as amended, modified, or supplemented. Any such amendment or modification shall be reasonably acceptable to the Consenting Lenders.
  • On or before the Effective Date, the Debtors may make appropriate technical adjustments and modifications to the Plan and the documents contained in the Plan Supplement, after consulting with the Consenting Lenders, without further order or approval of the Bankruptcy Court.
• The Debtors reserve the right to revoke or withdraw the Combined Disclosure Statement and Plan prior to the Effective Date, and, subject to the terms of the Plan and without prejudice to the Debtors’ rights, the Plan may be revoked or withdrawn prior to the Confirmation Date. If the Combined Disclosure Statement and Plan is revoked or withdrawn prior to the Effective Date, or if Confirmation or the occurrence of the Effective Date does not occur, then:
  • The Combined Disclosure Statement and Plan shall be null and void in all respects.
  • Any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount any Claim or Interest or Class of Claims or Interests), Executory Contracts or Unexpired Leases affected by the Plan, and any document or agreement executed pursuant to the Plan shall be deemed null and void.
  • Nothing contained in the Combined Disclosure Statement and Plan shall (i) constitute a waiver or release of any Claim by or against, or any Interest in, the Debtors or any other Entity; (ii) prejudice in any manner the rights of the Debtors or any other Entity; or (iii) constitute an admission of any sort by the Debtors or any other Entity.
• If, before entry of the Confirmation Order, any term or provision of the Combined Disclosure Statement and Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Court, at the request of the Debtors with the reasonable consent of the Consenting Lenders, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with its original purpose, and such term or provision shall then be applicable as altered or interpreted.

Risk Factors

• Realization of Sale Transaction proceeds: A substantial portion of the value expected to fund recoveries under the Plan, including the Prepetition First Lien Claim Cash Pool, is expected to be derived from (i) the closing of the assignment of the Miami Seaquarium Lease to Resilient Aquarium LLC, and (ii) the timely sale of the Debtors’ Mexican Assets, which will result in the cessation of substantial operational liabilities that would otherwise reduce recoveries for stakeholders.
  • Such transactions remain subject to significant risks, including the approval of governmental authorities, the continued interference of the Former CEO and his associates, and the risks of litigation and enforcement in a foreign jurisdiction (as it relates to the Mexican Assets), among others. Any material delay in, or reduction of, the proceeds realized from such transactions could materially reduce anticipated recoveries.
• Former CEO appeal risk: On August 4, 2026, the Bankruptcy Court entered an order denying the Former CEO’s motion to dismiss or stay the Chapter 11 Cases on all grounds [Docket No. 1370]. The Former CEO may seek to appeal that order or may pursue further collateral challenges to the Debtors’ corporate governance or the Chapter 11 Cases in the United States or Mexico. Although the Debtors believe any such appeal or challenge is without merit, the pendency of an appeal or related litigation could delay consummation of the Plan or the realization of the proceeds from the Mexican Sale Transactions.
• Objections to Class 3 treatment: One or more parties in interest may object to the classification or treatment of, or the distributions to be made to, Class 3. The Debtors believe the classification and treatment of Class 3 are consistent with the Bankruptcy Code and that the Plan satisfies the applicable requirements for confirmation; however, there can be no assurance that the Bankruptcy Court will overrule any such objection, and an adverse ruling could delay or prevent confirmation or require modification of the Plan.
• Monetization of Liquidation Trust Assets: The Liquidation Trust is responsible for monetizing the Liquidation Trust Assets, and the value ultimately available for Distributions to holders of the DIP Loans and Class 3 Claims, if any, is uncertain at this time. The Plan relies, in large part, on the Liquidation Trust generating proceeds from asset sales to produce Cash for distribution to creditors. In the event that sales are delayed, costs incurred with respect to assets prior to sale exceed estimates, or markets decline due to economic conditions or other constraints, payments may be correspondingly delayed.
• Administrative solvency: Section 1129(a)(9) requires that claims entitled to administrative priority be paid in full absent holder consent. To the extent the Debtors are unable to pay such claims in full or agree to alternative treatment, they may be unable to confirm a chapter 11 plan. Reconciliation of Administrative Expense Claims and other factors could affect administrative solvency and the ability to confirm a plan for all or certain of the Debtors. If no plan can be confirmed, one or more of the Chapter 11 Cases may be converted to chapter 7.
• Confirmation and classification risk: There can be no assurance the Bankruptcy Court will find the Plan satisfies the requirements of section 1129, or that modifications requiring re-solicitation will not be necessary. A non-accepting or deemed-rejecting party may challenge the Plan’s provisions, including classification of any Claim or Interest, and the Bankruptcy Court—exercising substantial discretion as a court of equity—may decline to confirm the Plan even if the cramdown requirements of section 1129(b) are met. Pursuit of nonconsensual confirmation may increase professional compensation expense.
• Risk of non-occurrence of the Effective Date: There can be no assurance as to the timing of, or whether, the Effective Date will occur. If the conditions precedent are neither satisfied nor waived, the Confirmation Order may be vacated, no Distributions would be made, and the Debtors and all holders of Claims or Interests would be restored to the status quo as of the day immediately preceding the Confirmation Date.
• Claims could exceed projections: The estimated amount of Allowed Claims in certain Classes could be significantly more than projected, which could substantially reduce the value of Distributions. The financial information in the Disclosure Statement has not been audited, and forward-looking statements, projections, and estimates may differ materially from actual results.
• Potential pursuit of Litigation Claims against creditors and others: After the Effective Date, the Liquidation Trustee owns and may investigate, prosecute, settle, compromise, or abandon any Litigation Claims. A holder of a Claim may accordingly be subject to one or more Litigation Claims asserted against it. The failure to identify any potential or existing Avoidance Action or Cause of Action in the Disclosure Statement or Plan does not limit the Liquidation Trust’s right to pursue it, and no Person may rely on the absence of a specific reference as an indication that it will not be pursued.
• Operational and regulatory risks affecting asset value: The Liquidation Trust’s ability to monetize the Liquidation Trust Assets is subject to complex governmental regulations governing the treatment of animals, activist group scrutiny and litigation, risks associated with featuring live animals and incidents at the parks, the seasonality of park operations, the concentration of parks in areas prone to natural disaster (Florida, Mexico, and the Caribbean), and environmental regulations governing the generation, use, and disposal of large volumes of saltwater.
• No duty to update; no outside representations: The statements in the Disclosure Statement are made as of its date, and the Debtors have no duty to update it unless ordered to do so by the Bankruptcy Court. No representations concerning the Debtors, the Chapter 11 Cases, or the Plan are authorized other than as set forth in the Disclosure Statement, and any other representations or inducements should not be relied upon.

Best Interests Test and Liquidation Analysis

• Section 1129(a)(7) requires that each holder in an Impaired Class either accept the Plan or receive property of a value not less than it would receive in a chapter 7 liquidation. As set forth in the Liquidation Analysis (Exhibit C), the value of the Prepetition First Lien Collateral is less than the senior secured obligations it secures; as a result, holders of Claims in Classes 4 and 5 would receive no distribution on account of that collateral in a chapter 7 liquidation and are not prejudiced by the treatment of Class 3.
• The Liquidation Analysis assumes conversion on or about October 31, 2026, appointment of a chapter 7 trustee, and liquidation over a nine-to-twelve month period, using unaudited financial statements as of December 31, 2025. It applies estimated recoveries of 40%-60% on accounts receivable, 50%-64% on fixed assets, and 0% on inventory, prepaids and deposits, intangible assets, deferred taxes, other assets, and intercompany receivables.
• Notably, the Liquidation Analysis assumes no (0%) recovery on account of claims against former directors and officers, due to the speculative nature of valuing such claims and the difficulty of estimating the costs of pursuing them. It likewise assumes the Debtors’ undeveloped Mexican real estate would be abandoned or realized for de minimis value because significant outstanding Mexican tax liabilities would prohibit or significantly limit a trustee’s ability to sell, and that the value of the Miami Seaquarium transaction would be reduced due to increased execution risk and limited resources to maintain the property and regulatory permits as required under the lease assignment.
• Under the chapter 7 analysis, DIP Claims of $145.8 million would recover approximately 13% to 17%, and no proceeds would remain available after Secured Claims—leaving the Prepetition First Lien Secured Claims ($35.8 million), Prepetition Second Lien Secured Claims ($142.8 million), Other Secured Claims (approximately $4.5 million), administrative and priority claims, and General Unsecured Claims with no recovery. A chapter 7 trustee would also be entitled to compensation of up to 3% of moneys disbursed, and the trustee’s new professionals would require considerable time and expense to become familiar with the Debtors, their Estates, and the Chapter 11 Cases.
• Because the Plan provides for liquidation, the feasibility requirement of section 1129(a)(11) is satisfied if the Bankruptcy Court determines the Debtors can satisfy the conditions precedent to the Effective Date and have sufficient funds to meet post-Confirmation obligations, including sufficient funds for the Liquidation Trustee to liquidate the remaining assets.

Alternatives to the Plan

• The Debtors have evaluated several alternatives to the Plan and have concluded that the Plan is the best option to maximize recoveries to parties in interest, assuming confirmation and consummation. If the Plan is not confirmed and consummated, the alternatives are (i) the preparation and presentation of an alternative chapter 11 plan, (ii) dismissal of the Chapter 11 Cases, or (iii) a liquidation under chapter 7 of the Bankruptcy Code.
  • Alternative plan: If the Plan is not confirmed, the Debtors (or, if the Debtors’ exclusive period in which to file a plan of reorganization has expired, any other party in interest) could attempt to formulate a different plan.
  • Chapter 7: If no plan can be confirmed, the Chapter 11 Cases may be converted to cases under chapter 7, in which a trustee would be elected or appointed to liquidate the Debtors’ assets for distribution to creditors in accordance with the priorities established by the Bankruptcy Code. As noted in the Liquidation Analysis, the Debtors believe that liquidation under chapter 7 would result in lesser distributions to certain creditors than those provided for in the Plan due, among other things, to the delay resulting from conversion and the additional administrative expenses associated with the appointment of a trustee and the trustee’s retention of professionals who would be required to become familiar with the many legal and factual issues in the Chapter 11 Cases.
  • Dismissal: If no plan can be confirmed, the Chapter 11 Cases may be dismissed. Dismissal could result in no distribution to Claims and Interests, and the Bankruptcy Court would no longer supervise the distribution of the Debtors’ assets to stakeholders.

Retention of Jurisdiction and Miscellaneous Provisions

• On and after the Effective Date, the Bankruptcy Court retains non-exclusive jurisdiction over all matters arising in, arising under, and related to the Chapter 11 Cases, including assumption and rejection disputes, Claim allowance and estimation, Distribution disputes, Fee Claims and Expense Reimbursement, disputes arising under the Sale Orders and Sale Transactions, matters concerning state, local, and federal taxes under sections 346, 505, and 1146, disputes over the Wind Down Budget and Wind Down Reserve, matters arising under Article XII (releases, exculpations, and injunctions), and entry of final decrees closing the Chapter 11 Cases. If the Bankruptcy Court abstains or lacks jurisdiction over any matter, that has no effect on the exercise of jurisdiction by any other court of competent jurisdiction.
• To the fullest extent permitted under section 1146 of the Bankruptcy Code, the issuance, transfer, or exchange of securities, instruments, or documents pursuant to the Plan (including any Sale Transaction), the creation of any Lien or security interest, the making or delivery of any deed or other instrument of transfer, and the issuance, renewal, modification, or securing of indebtedness shall not be subject to any document recording tax, stamp tax, conveyance fee, mortgage tax, real estate transfer tax, mortgage recording tax, UCC filing or recording fee, regulatory filing or recording fee, sales tax, use tax, or similar tax or governmental assessment.
• The Wind Down Estates or Liquidation Trust may request an expedited determination under section 505(b) with respect to tax returns for any taxable period ending after the Petition Date through the Effective Date and, for the Wind Down Estates, through dissolution.
• Except where the Bankruptcy Code or other federal law applies, the Plan is governed by Delaware law, provided that corporate or Entity governance matters relating to any Debtors and the Wind Down Estates are governed by the law of the applicable state of incorporation or organization.
• On the Effective Date, the Plan is deemed substantially consummated under sections 1101 and 1127(b). On or after the Effective Date, once an Estate has been fully administered, the Wind Down Estates or Liquidation Trustee shall seek authority to close the applicable Chapter 11 Case(s). After the Effective Date, the Wind Down Estates and Liquidation Trust may require Entities to file renewed requests to continue receiving documents under Bankruptcy Rule 2002.