American court hearing recordings and interviews - January 28, 2026 Bankruptcy Court Hearing (The Dolphin Company/Leisure Investments Holdings LLC, et al.)

Episode Date: January 29, 2026

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Please be seated. Good morning, Your Honor. Sean Gracher from Young Conaway for the debtors. Your Honor, it has been a little bit of time since we've been in front of you. So, Your Honor, I'll start with operations in the United States. Transfer was subject to a couple of things, one, sequerium elsewhere, and also obsess, and we thank you with those. Today, Your Honor, it is hearing an action facility overseas. Overseas, we continue to make good progress on transactions in various other jurisdictions.

In fact, we believe that Your Honor will be seeing documentation regarding transaction for sale of the company's Italian business in the coming day, a dramatic stay, and continue defiance of this court's orders. We have continued to successfully defend against those racial and tax liability issues resulting from prior management, the conduct of the business pre-petition that needs a path now through those various issues and challenges. optimistic that we will be able to effectuate a transaction and they're working hard to document that structure with With counterparties in hopes that we can bring all of that at the stage and then we did get three responses So I'll go through where those all stand and then make a few arguments if that works for you The time set aside for consideration of the transfer of the eight bottle nose dolphins that currently reside at the debtor's dolphin connection facility

That's located in the Keys in Florida The debtors filed a notice under the miscellaneous asset cell procedures in December to approve that transfer to SeaWorld LLC. As I'm sure that you read from the debtor's reply in support of the transfer, the debtors leased their facility from the Hawkshay resort, and therefore do not own the real property associated with the facility. This expires in approximately nine months, which was a factor that significantly affected the market value of the facility. The debtors and their advisors worked for months to secure an actionable bid for the Dolphin Connection facility but were ultimately unsuccessful and in December decided that they should focus on finding a suitable home for the dolphins. After a significant effort, the debtors negotiated a transfer agreement with SeaWorld for the transfer of all of the dolphins together at the Dolphin Connection facility and we did seek approval of that tram. We received three responses to the requested relief. The first was an informal response from Dolphin Plus Bayside Incorporated, which was a bidder for the assets.

Dolphin Plus and the debtors engaged in extensive discussions, but were ultimately unable to come to an agreement on an actionable proposal for the assets. Dolphin Plus has confirmed that it does not object. In addition, two individuals filed correspondence with the court, and also Kelly Fishbuck. Ms. Voils is represented by counsel, although she did file her correspondence in a pro se capacity. Her attorney confirmed last week that Ms. Boyles is not objecting to the requested relief and does not require a hearing. She is the correspondence filed by Ms. Fishback. I have been in contact with her who conveyed to me last night that she stands by her concern for the animals, but she does not intend to provide any further comments of today's hearing.

She also wants to explicitly clarify, and I agree she's on, so if I'm Ms. characterizing, I'm sure she will chime in, that she is not in any way impugning SeaWorld or its reputation or ability to care. In addition, Your Honor, throughout this process, the debtors have been in contact with the landlord for the property, Hawkskay Resort. Mr. Gold is here today. The landlord filed a statement in support of the requested relief, which is at docket number 919. Finally, we confirmed with the UCC's Council yesterday. Mr. Franciella is here today, that it also does not object to the transcript. and support and supports the debtors requested relief.

With that introduction, if it pleases the court, Your Honor, I will seek to admit the declarations in support of our requested relief today. We have two witnesses, Mr. Giles and Mr. Wagstaff. With the court's permission, Mr. Wagstaff is appearing via Zoom. The debtors have filed three corresponding declarations. The first is Exhibit C to docket number 832. The second is docket number 890. Giles is with Greenhill and Company, which is the debtor's investment banker, and Mr. Wagstaff is

with Riveron, and is the debtor's chief restructuring office. Two other documents, there's an affidavit of service, illustrating the service of the notice itself, and then the license agreement that governs the Hawks-K facility is also included in the Exhibit Binder. objection to the admission of these documents and we asked that they be admitted. Let me just take them one by one. Is there any objection to the declaration, there's two declarations of Mr. Wadstaff coming into evidence? Is there any objection to the declaration of Mr. Giles coming into evidence?

Objection to the license agreement between Keyes Hotel Operator Inc. and Dolphin Connection coming into evidence. Anyone going to want to cross-examine either Mr. Wadstaff or Mr. Valles? Under the circumstances, as this court has heard on prior occasions, the debtors began a sale and marketing process for all of their assets approximately seven months ago. As detailed in the Geisel's declaration, Greenhill went out to almost 300 parties and received outreach from additional interested parties. 21 parties executed confidentiality agreements and engaged in further diligence. Greenhill and the debtors responded to bitter inquiries, facilitated site visits, and communicated with the landlord and other parties all in an effort to identify a transaction structure and bid proposal that would yield value to the estates.

Unfortunately, due to practical and legal constraints, including the limited remaining lease term, the bid proposals received by the original bid deadline were not actionable. The debtors extended the bid deadline to facilitate additional discussions, but ultimately the debtors were unable to negotiate bids on terms that would yield value to the estates. Facing the original 365D4 deadline, the debtors determined that additional time was unlikely to create value and determined to wind down their Dolphin Connection facility. The debtors worked with the landlord to extend,

secure an extension of the 365D4 deadline to facilitate those transfers. The debtors had long been in discussions with various third-party recipients in connection with the transfer of the animals for the sequarium facility and therefore had been engaging in advanced discussions with such third parties regarding the placement of the animals. After months of discussions, the debtors negotiated the agreement with SeaWorld for the transfer of the eight dolphins that reside at the facility and then filed the fifth. notice the fifth transfer notice on December 26. Briefly, Your Honor, that by all accounts,

including all of the people that reached out to us informally and formally, SeaWorld has been described as a highly reputable organization that is very capable of taking care of and transferring these animals. The debtors considered, among other things, the timing of the transfers, the suitability of the transferees that we were in discussions with and in a welfare.

As I mentioned, we did hear from several parties After we filed the fifth notice, the debtors engaged in extensive discussions with those parties. We responded to certain additional diligence requests, and we ultimately further extended the bid deadline to provide parties with additional time to participate. Ultimately, however, such parties either declined to further participate, citing the short lease term, or when we're unable to participate at values that would cover the debtor's transaction and other costs. The debtors have negotiated with the landlord. as I mentioned for an extension of the 365-D4 deadline through this Friday. I believe that the landlord, although we are in current discussions with the landlord,

are willing to be cooperative about the debtors transfer timeline insofar as of orderly's concern. Under the circumstances, we ask that Your Honor approve the transfer. As I mentioned, the debtors have run a comprehensive sale and marketing process, and that was significantly extended beyond the quarter of the quarter of the court of, approved deadlines. The debtors need to ensure a safe and timely transition of the animals to a responsible third party, and by all accounts, SeaWorld is a responsible third party, and the debtors are constrained by the limits of the lease terms applicable law and practical concerns related to their liquidity. In sum, the debtors have reasonably exercised their

business judgment and determining that the transfer of the dolphins to SeaWorld is in the best interests that the directors are states and should be approved. We have submitted a form of order which we have uploaded, Your Honor. It is in the same form as the other sales that we have proposed, and so it's essentially the same order that you have previously entered, I think maybe seven times now. So we'd ask that fee entered. If you're on any questions.

Hawks Cave Resort, the legal end. Obviously, based on the statement that we filed, she disagreed with one thing Ms. Malky said. She referred to it as a comprehensive sale process. think that understates it. It was an exhaustive sale process because the deadlines that were contemplated were extended or in some cases, I'll say revived. Itself had expressed some interest, but we had regulatory hurdles, so we weren't actionable. Obviously, we did not challenge the debtor's business judgment. We wholeheartedly support it. It's not only in the best interest of the estate to approve this

transaction. It's in the best interest of the eight bottled most dolphins that are presently at Hawks Cave. is to see if the sales process, and that was through 1231. The process parties felt the need the last minute. So I want to assure the court. Ms. Fishfah, I know you've registered. Do you wish to be heard? If not, that's okay too. No further questions.

Thank you. The letter's fifth notice of proposed miscellaneous animal asset transfers by which the Dolphin Connection, Inc. Seeks to transfer to SeaWorld LLC 8 bottle nose dolphins, those dolphins are

currently at the Dolphin Connection, Hawks Cay Resort. I will approve that transfer of the 8 bottle nose dolphins based on the evidence that was admitted in the record

today, which is uncontested. That consists of the declaration of Mr. Wagstaff and the declaration of Mr. Geisel. And they detail the marketing efforts, the extensive marketing efforts that were undertaken with respect to this particular property in efforts to see if there was an actionable deal for the property itself and or a going concern. There are constraints on this particular property in both the 365D4 period, in which the landlord has already extended twice consensually, and the term of the lease itself, which my recollection is, ends at the end of October.

So that there would have to have been agreement and a deal with the landlord in order for anything to realize in terms of a going concern. That did not happen, notwithstanding the significant efforts and the participation of the landlord. So it really is, quite frankly, no option. the debtor has exercised its business judgment, the animals need to be, to find a home somewhere else, and they need to be safely transported to that home. My understanding is that the dolphins are being kept together in their current grouping, and that SeaWorld is an appropriate transferee, new owner,

to facilitate the transfer and the welfare of the animals in the new place. So for all of those reasons, I will approve this particular transfer. I do appreciate the comments that I receive in different forms from individuals who are concerned about the welfare of the animals as is the court but in these circumstances this is the best if not the only option for the dolphins and it's an appropriate one going to a reputable new owner so for all those reasons I will approve the sale is requested and I will enter the form of order that I have entered in other circumstances thank you thank you thank you we're adjourned

Thank you.