Leisure Investments Holdings - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• The combined disclosure statement and Chapter 11 plan filed Sept. 4, 2026 is a liquidating plan: it winds down the liquidating debtors, establishes a liquidation trust to pursue and monetize the retained claims and assets, and distributes net proceeds of those assets together with the available net proceeds of any sale transactions in accordance with the Bankruptcy Code's priority scheme.
• The plan is a separate plan for each debtor, and each debtor's board, member or manager has approved the contemplated transactions.
• The estate splits in two:
  • The liquidating debtors are Aqua Tours, S.A. de C.V., Dolphin Austral Holdings, S.A. de C.V., Dolphin Capital Company, S. de R.L. de C.V., Dolphin Leisure, Inc., Gulf World Marine Park, Inc., GWMP, LLC, Icarus Investments Holdings LLC, Leisure Investments Holdings LLC, Marineland Leisure Inc., MS Leisure Company, Promotora Garrafón, S.A. de C.V., The Dolphin Connection, Inc., Triton Investments Holdings LLC, Viajero Cibernético S.A. de C.V., and Embassy of the Seas.
  • Controladora Dolphin and Ejecutivos de Turismo Sustentable, S.A. de C.V. are the dismissed debtors: the debtors have determined there is no net economic value for stakeholders in confirming a plan for either, and will seek dismissal of their cases under sections 305(a) and 1112(b) after the Mexican assets have been liquidated (or, for live animals, surrendered, donated, or otherwise transferred) and administrative claims in those cases reconciled and paid, with the wind-down thereafter proceeding under Mexican law. Notwithstanding section 349, every prior order, release, stipulation, settlement and judgment entered in the cases survives the dismissal, and the DIP and prepetition secured parties may then pursue their claims and remedies against the dismissed debtors and their property.
• Robert Wagstaff serves as chief restructuring officer and Steven Strom as independent director; the "consenting lenders" who hold consent rights throughout the plan are the required lenders under the DIP loan documents.

Plan Economics and Class Treatment

• Distributions are funded from cash on hand, the liquidation trust assets and their proceeds, and the proceeds of any sale transactions. On the effective date the applicable proceeds and remaining assets transfer to the liquidation trust and are distributed by the liquidation trustee under the liquidation trust waterfall.
• DIP superpriority claims of approximately $145.8 million are estimated to recover 13% to 20%, satisfied through a pro rata share of liquidation trust beneficial interests rather than payment in full in cash; the allowed amount automatically reduces to the extent of any roll-up loans unwound.
• Class 3 prepetition first lien secured claims are allowed at $35.8 million plus accrued but unpaid interest, costs, fees and expenses under the prepetition first lien notes as of the petition date, with an estimated 0.1% recovery. Each holder receives its pro rata share of the prepetition first lien claim cash pool, funded solely from prepetition first lien collateral proceeds, plus a pro rata share of any remaining liquidation trust proceeds after all senior claims are satisfied in full.
  • The cash pool is $50,000, consisting exclusively of prepetition first lien collateral proceeds and not funded from any unencumbered estate property.
  • All first lien claims and liens are canceled, released and extinguished as against the liquidating debtors; solely as to the dismissed debtors they survive and remain secured by those entities' collateral and security documents.
• Class 4 prepetition second lien secured claims are allowed at $142.8 million plus accrued but unpaid interest, costs, fees and expenses under the second lien notes as of the petition date, with a 0% projected recovery: holders receive and retain no property under the plan, subject to a pro rata share of any remaining liquidation trust proceeds after satisfaction in full of all senior claims. As with the first liens, the second lien claims and liens survive solely as to the dismissed debtors and remain secured by those entities' collateral and security documents.
• Class 5 general unsecured claims, estimated at $16.1 million, receive and retain no property, subject to the same residual pro rata participation; class 6 intercompany claims of approximately $174.3 million are extinguished, subject to any setoff, recoupment or defense of the holder; class 7 subordinated claims are extinguished, canceled and released; class 8 liquidating debtor interests are adjusted, reinstated or eliminated at the applicable debtor's or liquidation trustee's discretion. Each recovers 0%.
• Class 1 other priority claims (approximately $100,000) are unimpaired and paid in cash in full; class 2 other secured claims (approximately $4.5 million) are unimpaired and are paid in full from available cash, given the collateral securing them, or otherwise left unimpaired.
• Adequate protection superpriority claims sit immediately junior to the DIP superpriority claims and are satisfied solely from liquidation trust assets, and only to the extent assets remain after the DIP superpriority claims and all senior waterfall items are paid in full.

Liquidation Trust Waterfall

• Liquidation trust assets are distributed in the following order of priority:
  • the Carve-Out, funded in full to the extent not already funded, which may include funding the professional fees escrow account in an amount sufficient to satisfy it;
  • any expense reimbursement not already paid in full in cash before the effective date;
  • the wind-down reserve and any other reserves the plan requires;
  • the prepetition first lien claim cash pool;
  • allowed DIP superpriority claims, to the extent not already satisfied;
  • allowed adequate protection superpriority claims, junior to the DIP superpriority claims and ahead of any distribution on class 3;
  • allowed prepetition first lien secured claims under the class 3 treatment and the liquidation trust beneficial interests;
  • allowed prepetition second lien secured claims under the class 4 treatment and those interests; and
  • allowed general unsecured claims, including any allowed deficiency claims, under class 5.
• All trust distributions are made only from liquidation trust cash remaining after funding or reserving for the wind-down reserve, the professional fees escrow account, liquidation trust expenses, and all other reserves and senior obligations; no reserve for general unsecured claims is required.

DIP Facility

• The DIP facility matured Aug. 28, 2026. The court approved the DIP motion on an interim basis at the outset of the cases and entered further interim orders on May 9, 2025, June 10, 2025 and June 25, 2025 extending the same relief.
• The independent director negotiated an $8 million new-money DIP loan before the filing, and the DIP motion as filed sought a $24 million facility: a $4 million interim delayed-draw tranche with $1.5 million available immediately on the interim order, a further $4 million available on entry of a final order, and a $16 million roll-up. A Sept. 3, 2025 supplement increased the principal amount of the DIP loans to $129 million, comprising $43 million of new-money commitments and $86 million of roll-up loans, and added milestones governing the filing and confirmation of a plan. The court entered the final DIP order on Sept. 5, 2025.
• The debtors, DIP lenders and DIP agent thereafter amended the DIP credit agreement from time to time, extending the maturity date and various milestones.
• Under the DIP order, the requisite prepetition first lien noteholders and the prepetition first lien agent extended the committee's challenge deadline as to the validity, extent and priority of liens on, and superpriority claims payable from, the debtors' dolphins and other marine mammals through Dec. 17, 2025, and further extended the challenge period through Aug. 27, 2026.
• Roll-up unwind: under section 2.02(d) of the DIP credit agreement as amended by the waiver and twelfth amendment, and the DIP order, upon the required lenders' request any prepetition first lien secured obligations converted into roll-up loans are automatically unwound and deemed null and void on a dollar-for-dollar basis in the amount the required lenders designate, and the unwound portion is reinstated as outstanding prepetition first lien secured obligations on the same terms and priorities as if the roll-up had never occurred. Reinstated obligations constitute prepetition first lien secured claims for all plan purposes, including as against the dismissed debtors, and the class 3 allowed amount increases automatically by that amount without further court order.
• Lien treatment: unpaid DIP superpriority claims against the liquidating debtors are satisfied solely through the plan waterfall and not through continuation of any DIP liens on liquidation trust assets, though the DIP lenders retain their DIP liens on the dismissed debtors' DIP collateral following dismissal of those cases.
• Any expense reimbursement under the DIP order that remains unpaid as of the business day before the effective date is paid in full in cash on the effective date without retention or fee applications and, subject to the DIP order's notice provisions, without further notice or court review; amounts invoiced after the effective date are paid within 10 business days of the trustee's receipt of the invoice.

Consent Rights of the Consenting Lenders

• The confirmation order must be in form and substance acceptable to the consenting lenders, as must the liquidation trust agreement; the liquidation trustee is the person the consenting lenders designate in the plan supplement, and the schedule of excluded D&Os filed with that supplement must be in form and substance reasonably acceptable to them.
• Until the allowed DIP superpriority claims and prepetition first lien secured claims are paid in full, all consent, approval, consultation, direction, designation and other governance rights under the plan and the trust agreement are exercised by the consenting lenders; after payment in full, appointment of any replacement decision-maker and exercise of those rights are governed by the trust agreement.
• Effective-date conditions may be waived in writing by the debtors on a debtor-by-debtor basis with the consenting lenders' consent, not to be unreasonably withheld, and without court order. Post-confirmation technical adjustments and modifications require their reasonable consent, and any plan amendment or modification must be reasonably acceptable to them; pre-effective-date technical adjustments to the plan and plan supplement documents require consultation with them. Where the court holds any term invalid before entry of the confirmation order, the debtors may seek to have it reformed only with the consenting lenders' reasonable consent.
• Post-confirmation sale transactions require the consenting lenders' consent when consummated by the debtors on or after the confirmation date; on or after the effective date the liquidation trustee is authorized to consummate them free and clear under sections 363, 1123 and 1141.

Sale Transactions

• The debtors' sale and marketing efforts have spanned more than a year across multiple jurisdictions, run by investment banker Greenhill & Co., LLC and real estate advisor and broker Keen-Summit Capital Partners LLC under the bidding procedures order and a companion order approving procedures for sales of miscellaneous assets, both entered July 29, 2025.
• The largest remaining source of distributable value is the assignment of the Miami Seaquarium lease to Resilient Aquarium LLC, approved Oct. 17, 2025: the assignment is subject to governmental approvals and the transaction is expected to close after the effective date, with approximately $21.5 million in proceeds paid to the debtors or the liquidation trust.
• Closed transactions include the Gulf World Marine Park property sale (order entered Oct. 28, 2025), the sale of Marineland Dolphin Adventure to Apex Association, LLC (order entered Nov. 12, 2025), and the sale of the Zoomarine Italia equity interests to Openature S.r.l. following a Feb. 13, 2026 sale hearing and a Feb. 14, 2026 order. Proceeds of those sales were used to fund operations and case costs, including the Mexican litigation, and no proceeds remain available for distribution.
• Mexico: after a process begun in the fall of 2025, the debtors re-engaged with Delphinus Blue Planet, S.A.P.I. on an asset transaction covering the majority of the Mexican assets and moved to approve that sale on July 24, 2026. On Aug. 31, 2026, citing the conflict over control of the debtors and other interference by the former CEO, Delphinus filed a notice terminating the purchase agreement, and the debtors expect the transaction will be unable to proceed.
  • The debtors will continue to pursue the Vallarta sale, transferring Controladora Dolphin's ownership interests in and assets at the Dolphin Discovery Vallarta park in Nuevo Vallarta, Mexico to Tresmare, S.A. de C.V. for estimated net proceeds of $2 million, none of which the plan shows as available for distribution; the hearing is scheduled for Sept. 9, 2026, at 11:00 a.m. (ET), the Delphinus and Vallarta sales having previously been set for Sept. 1, 2026.
• After more than six months of negotiations, the debtors entered asset purchase agreements for their non-debtor subsidiaries' assets in the Dominican Republic and for equity interests in entities operating in the Cayman Islands, St. Kitts and Nevis, and Jamaica; those sales are anticipated to close on or around the effective date. Because the non-debtor subsidiaries guarantee the prepetition first lien note purchase agreement, the first lien noteholders are entitled under section 8.1(d) to application of the net proceeds, estimated in the aggregate at approximately $22 million, though those proceeds have been and will be used to fund operations and other cash needs including funding of the liquidation trust, with the applicable first lien secured parties' express consent and without waiver of rights as to other proceeds or collateral.
• "Sale transaction" reaches one or more sales, transfers or assignments of assets by the debtors, liquidating debtors, or liquidation trust to third parties under section 363, whether consummated before or after the effective date.

Settlement of DIP and First Lien Disputes

• The plan constitutes a good-faith compromise and settlement under section 1123 of all claims, interests, causes of action and controversies belonging to the liquidating debtors or their estates and, additionally under Bankruptcy Rule 9019, of those among the debtors, the DIP lenders and the prepetition first lien noteholders, and is deemed a motion to approve that compromise.
• To the extent any portion of the prepetition first lien claim cash pool were determined to be estate property, its allocation to class 3 and the DIP secured parties' consent settle disputes over 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 and prepetition secured parties under the DIP order and the prepetition notes documents, and any challenge rights.
• The DIP secured parties, whose liens and claims are senior to the prepetition first liens, consent to funding the cash pool from prepetition first lien collateral proceeds ahead of payment in full of their own superpriority claims, and to funding of the Carve-Out, any expense reimbursement and the wind-down reserve ahead of those claims; that consent constitutes agreement to less favorable treatment for all purposes, including section 1129(a)(9). The plan characterizes the pool as a distribution of collateral proceeds in which the first lien holders hold valid, perfected and unavoidable liens, not a gift or a distribution of unencumbered estate property.

Wind Down

• The wind-down budget is to be agreed between the debtors and the consenting lenders, is included in the plan supplement, and may be modified only with the consenting lenders' prior written consent until the allowed DIP superpriority claims and allowed prepetition first lien secured claims are paid or otherwise satisfied in full. It must be sufficient in the aggregate to fund allowed unclassified claims, allowed other priority claims, allowed other secured claims, the wind-down, dissolution and litigation defense and prosecution of the dismissed debtors under non-bankruptcy law (including fees and expenses of any responsible person, director, officer or professional serving them), and all other expenses necessary to confirm and effectuate the plan, including funding the professional fee escrow account.
• The wind-down reserve is the cash reserve funded in the amount set forth in that budget; on the effective date it vests in the wind-down estates or the liquidation trust to fund plan distributions and the wind-down.
• The portion of the reserve allocated to the dismissed debtors is separately identified and segregated, may be used solely for the matters described in the plan's dismissal section, and may not be released, transferred or used for any other purpose without the consenting lenders' prior written consent. Recourse for that wind-down is limited to the wind-down reserve, without further recourse to liquidation trust assets except as the consenting lenders agree in writing.

Releases, Exculpation and Retained Claims

• The plan provides releases by the debtors and their estates only. It 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 only estate claims are released, holder consent to the release provisions is not required. The debtors give the releases in the exercise of their business judgment for consideration including the released parties' contributions to the sale process, the DIP facility, and the formulation and implementation of the plan, and state they are not aware of any actionable claims or causes of action against the released parties or their related persons.
• Released parties, each solely in its capacity as such, are the CRO; the independent director; the creditors' committee and its members; the DIP secured parties; the prepetition first lien agent; the prepetition first lien noteholders; and related parties of each. The excluded D&Os, meaning every other current and former director and officer of the debtors and of their non-debtor subsidiaries and affiliates, including former chief executive Eduardo Albor Villanueva and any person named on the schedule of excluded persons to be filed with the plan supplement, are neither released nor exculpated.
• The estate release covers claims arising before the effective date relating to the liquidating debtors, the Chapter 11 cases (including the marketing and sale processes), the disclosure statement and plan, the sale documents, the prepetition notes documents and DIP loan documents, the DIP order and sale orders and their negotiation, and the solicitation of votes, subject to two carve-outs: it does not release the retained litigation claims, the retained claims and assets, or any causes of action expressly retained (including claims against the excluded D&Os), and it does not release gross negligence, willful misconduct, or actual fraud as determined by final order.
• Exculpated parties are the debtors; the CRO; the independent director; the creditors' committee and its members; the debtors' professionals; and, solely to the extent they are estate fiduciaries, related parties acting on their behalf, excluding the excluded D&Os. Exculpation runs to acts on or after the petition date through the effective date in connection with case administration, the postpetition marketing and sale process, the DIP facility and DIP loan documents, the disclosure statement, the sale transactions and sale orders, the plan, solicitation, confirmation, funding and consummation, and plan administration, other than acts determined by final order to have constituted gross negligence, fraud or willful misconduct. Nothing exculpates or limits the liability of any excluded D&O.
• The plan preserves and transfers to the liquidation trust the retained litigation claims: all claims and causes of action against the excluded D&Os and their affiliates, including for breach of fiduciary duty, fraud, embezzlement, diversion of estate funds, and indemnification or contribution claims for which excluded D&Os may have personal liability under applicable law, together with all claims against the D&O liability insurance policies.
• The plan does not discharge the liquidating debtors, consistent with section 1141(d)(3); the property dealt with by the plan is nonetheless free and clear under section 1141(c), and no holder may seek recourse against that property, including assets transferred to the trust, beyond what the plan provides.
• Upon entry of the confirmation order, all holders of claims and interests and other parties in interest, along with their present and former employees, agents, officers, directors, principals and affiliates, are enjoined from interfering with implementation or consummation of the plan as to any claim extinguished or released under it or any property dealt with by it. From the effective date they are permanently enjoined, as to claims and causes of action extinguished, discharged or released under the plan, from commencing or continuing any proceeding against the liquidating debtors, the wind-down estates or the trust or their property, from enforcing any judgment or creating or enforcing any encumbrance against them, and from asserting any setoff other than one asserted before confirmation.

Voting and Confirmation

• Class 3 is the sole class entitled to vote. All other classes are either unimpaired and presumed to accept or impaired and deemed to reject. Because the first lien holders are not insiders within the meaning of section 101(31), the debtors expect their acceptance to satisfy section 1129(a)(10), and will seek confirmation under section 1129(b) over the deemed rejection of classes 4 through 8.
• General unsecured creditors are projected to receive nothing, and the creditors' committee may oppose confirmation or may not have resolved its limited rights to challenge the prepetition first liens with respect to certain assets.

Key Dates

• Voting record date: Sept. 7, 2026.
• Voting deadline: ballots must be actually received by the claims agent no later than Oct. 9, 2026, at 5:00 p.m. prevailing Eastern Time, unless extended by the debtors or the court. Confirmation objections are due the same day at 4:00 p.m. prevailing Eastern Time.
• Confirmation hearing: Oct. 20, 2026, at 10:00 a.m. prevailing Eastern Time, to consider final approval of the disclosure statement under section 1125 and confirmation under section 1129.
• DIP milestones, each as of 11:59 p.m. prevailing Eastern Time: disclosure statement, solicitation motion and plan filed by Aug. 10, 2026; disclosure statement order entered by Sept. 4, 2026; plan supplement filed by Sept. 23, 2026; confirmation order entered by Oct. 14, 2026; and effective date by Oct. 28, 2026. A breach of a milestone or other event of default under the DIP credit agreement, which could occur if the plan is not confirmed on the proposed timeline, may cause the debtors to exhaust or lose access to their financing.
• Notice of the effective date must be filed within three business days of its occurrence; rejection damages claims are then due within 30 days of that notice or of any later rejection order, final fee applications within 45 days of the effective date with objections due 21 days after each application, and objections to claims by the claims objection bar date 180 days after the effective date.

Conditions Precedent

• Effectiveness is conditioned on:
  • entry of the confirmation order, in full force and effect with no stay;
  • execution and delivery of all documents necessary to implement the plan, including establishment of the liquidation trust, and their being in full force and effect;
  • execution of the liquidation trust agreement and establishment of the trust;
  • effectuation or execution of all actions, documents and agreements necessary to implement and consummate the plan, binding on all parties, including funding of the wind-down reserve, and filed with the applicable governmental units where required;
  • receipt of all governmental approvals and consents, including court approval, free of unfulfilled conditions, with all waiting periods expired and no action taken or threatened by any competent authority that would restrain, prevent or impose materially adverse conditions on the transactions; and
  • subject to the DIP order, payment in full of all fee claims of the debtors, the creditors' committee and the DIP lenders that were due and payable under a court order as of the effective date, other than fee claims subject to court approval.
• If those conditions are not satisfied or waived by the first business day more than 180 days after entry of the confirmation order, or by a later date the debtors set by notice filed before that period expires, the plan becomes null and void in all respects, without waiver or release of any claims, prejudice to any entity's rights, or admission by the debtors, the consenting lenders or any other entity. The debtors reserve the right to revoke or withdraw the combined disclosure statement and plan before the effective date, though the risk-factor discussion states the plan may be revoked or withdrawn before the confirmation date.