American court hearing recordings and interviews - October 27, 2025 Bankruptcy Court Hearing (The Dolphin Company/Leisure Investments Holdings LLC, et al.)

Episode Date: October 29, 2025

Sorry the volume is low. (This is the official court audio.)

debtor sale of certain assets located in Florida. In particular, the debtors are seeking approval of the sale of real property located in Panama City Beach and St. August in Florida, which is where the debtors' Gulf World and Marine Land. In addition, the debtors are seeking approval of the transfer of three dolphins from the marine land facility to the theater of the sea, which is an educational marine park also located in Florida. I think we should start with a discussion about presentation. Last week after all objection deadlines had passed and the debtors had resolved all the then pending objections, we asked permission for the hearing to afford by Zoom to reduce the logistics and costs to having parties,

including five witnesses from various out-of-state locations to attend in person. After we filed the agenda for the hearing, we received seven letters, which were adopted on Friday afternoon, which I'm sure that Your Honor has seen, and another that was documented this morning. this morning. There was indecision time to have all parties make travel plans with less than a full-businesses noted. We are prepared today to go forward to the Azune. The letters that were filed relate only to the marine land cell, leaving the Gulf World and the theater of the sea sails uncontacted. I think they relate to the theater of the sea cell as well.

As it relates to marine land, we submit that while the objecting parties may wish to have their views known to the court. Such parties do not have standing to object to sale. None of them are creditors. I don't think that anything that was said in the letters, but we disagree with, we have factual issues. I think the issues are surrounding the auction and who was permitted to be at the auction and how the auction took place and how it went forward. I think there are issues. Your Honor, to that point, I don't think there's a contested sexual issue with respect to the and the proceedings at the auction.

There was no bid that was submitted by these parties. We have no APA. I don't think you will hear anything different from the parties that have submitted the objection. And the bid procedures express the state without discretion of the debtors, that those are not qualified bid. So I think that's a matter of interpreting the bid procedures order. The debtor has no discretion if you expect to how an auction proceeds.

That's not the usual order. I'll look at this one. Certainly I think that under the terms of this, we could have allowed the bid if we had thought that it was qualified or that it needed some tweaking in order to become qualified or if we thought it was in the best interest of the proceeding to allow the bid to go forward. Under the express terms of the bid procedures, and I'll reference the specifics if you'd like, where the bid does not satisfy the conditions for a qualified bid. it is not a qualified bid and those bidders are not permitted to attend the option. It's on page 11 of the bidding procedures. Well, I'm going to hear from certainly the parties who have indicated that they were prepared to work with the debtors. I want to understand about the timeline for this sale.

I want to understand about what considerations the debtors put into determining. when this particular auction should go forward. I will say that the, for future, the papers that are put in front of me didn't provide me or any specific about a particular property, a particular property that was for sale. Each debtor's property is unique, as I understand it.

There was nothing in front of me in these motions that told me, for example, that the property in St. Augustine is the Seekrarian, that it has, I think if I've got it right, that it has, in it a scientific research aspect. Is it operating? Is it not operating? What is happening with all of the animals in that facility? Is there brute that's interested in trying to save it, as opposed to another facility that's closed down, is not operating, there are no animals? That's a pure real estate deal.

Maybe this one isn't. So I got nothing of that. I knew nothing of that until I read the objection. So in the future, when you come to me with the sale of properties, I want to know about them. I want to understand what they are, the debtor's efforts with respect to them. So I can understand the picture of what is happening. But for purposes of today, you probably should go forward with the property, which does seem to be a pure real estate play,

and which I think there are no objections to. The other thing that would be helpful is to not relate everything back to the bid procedures motion, okay? because that's going to be every property then. I had to pull them apart. I had to figure out which objection, which with which asset purchase agreement, and try to pull it together.

So it would be helpful not to relate them back to just a generic bid procedures motion, but to relate a particular objection to a particular subsequent here notice of filing of something so that it can be pulled together. But I think I've pulled it together correctly, and I believe that there are no objections to the Panama City, Florida, Gulf World property. There are, I will hear them, but I don't think there are. I'd like to make sure I understand what that property is in connection with the sale,

and I didn't see that in any of the declarations, and I just want to make sure I understand what this property is. is. Understood, Your Honor. If what I've heard is consistent with review, I think how we would proceed today is that we would put our declarations as evidence. In particular, I think we'll need that for the Gulf World sale, and I don't think there's any objections there. If there is someone that wishes for more information about theater this year, the Gulf Wall, we can address that. Me. I want the more information. Okay, after we've walked through it, I'm happy to do that, and then we'll see where we are, and if you think that we need some additional information, or there needs to be someone in person, or what have you, we can address that at the time. Another for the future. I would like a separate declaration for each property.

If there were three, like here at the auction, I want a separate declaration on each one. Again, to be able to pull it together and know what relates to what. I view each of these properties are separate. These three were auctioned separately. I want one declaration for each one in the future. Okay? All right. With that, Your Honor,

before we're moving into the summary of the cell process, which we are prepared to do, let's address the declarations of the evidentiary record. We have five declarants that are appearing via Zoom. The debtors have filed five corresponding declarations at docket number 632, 3635, and 633. Those are Mr. Carr's declaration at 632, and that is at docket number 633,

which is for the feeder of this declaration at that's 334, the number 635. Mr. Wadsdstock is the debtor's chief structuring officer, and that's a declaration, or, excuse me, docket number 632. We asked that the debtor's declaration he admitted at this current. as direct personality and supporters of their sales.

And in addition, Your Honor, as I can apologize, please it rather, we would also ask that the application of the service found at dot-tet numbers 466, 471, what I've... We've all done it. Stock our fridge with leafy greens and good intentions,

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Yes. Does anyone have any objection to Mr. Carr's declaration coming into evidence in support of, the Gulf world property. I hear no objection. That declaration is admitted. With respect to Mr. Fordland's declaration, does anyone object to it coming into evidence for the purposes of the Gulf world property? I hear no one, it is admitted for that property.

Does anyone object to? to Mr. Ladstaff's declaration coming into evidence for purposes of the sale of the Gulf World property. I hear no objection. It's admitted for that purpose. Those are the only three declarations, correct, the Gulf World property? The other two go to other properties, correct? Yes, correct, yes.

Okay. So let's, those three are admitted. Let me ask this question. Is there anyone that is objecting to the sale of the Gulf World property? I hear no one. So let's proceed without one. And I would like to understand and make sure I understand the nature of this property as well as the auction and the sale. Okay.

General, I know that you're a hard copy fan. I brought a hard copy. Oh, I forgot about the affidavits of service. No, I will admit those into evidence. admit those into evidence, certainly for purposes of this sale. All right. So, Your Honor, to step the stage for the debtor sales, I'll briefly summarize the cell process that led up to the proposed transactions, and then I'll summarize the material terms of the sales.

I can go through each of the material terms for all of the sales or just golf world. No, no. No, no, just one's all for a lot. Okay. Well, as the court well knows, the debtors began these cases in a precarious position. having long been in default under their pre-petition loan agreements, the debtors were operating on fumes and required a substantial cash inclusion

to continue operating. The debtors initially focused on obtaining the necessary post-petition financing that was necessary to finance the cases, which also included carrying forth of animals. Ultimately, that dip financing is approved in the amount of a $403 million. After engaging in a substantial amount of litigation,

as this court was, other issues, the debtors stabilized their operations domestically and as best as possible in Mexico, and then commenced a sale and marketing process for all of their assets. Initially, the debtors focused on their domestic assets located in Florida. As Your Honor heard a little over a week ago, the debtors entered into an assignment transaction for the Miami Sea Quarium, which is located in Miami, and had been working with various interested parties to obtain the necessary approvals and work on the operational transfer.

What the operations are, where the assets are. So there's three facilities other than the Miami Sea for area. It's Gulf World in Panama City Beach, marine land in St. Augustine, and the Dolphin Connection in Duttee. The debtor's investment banker and real estate broker, Green Hill, which is the investment banker

and Key Summit, the broker, respectively conducted the marketing of the Florida. For example, the Gulf World, operations that facilitation, was marketed, jointly between Keene and Greenhill to buyers as either a going concern or real property. A facility is a least location rather than, I agree. So, Your Honor, that one, which I'll get you in just a second, the debtors obtained some interest in that area, but determined to adjourn the auction as to that particular facility.

Given that it is a going concern facility, there are some substantial licensing in the area. substantial licensing and regulatory issues and challenges with the transition. And so we've been working with various parties to see if we could get a bid that would be actionable at a value that makes them. Objection deadlines for these assets, as we're calling the other Florida assets, was established as October 6, 2025. The auction is scheduled for October 13, 2025, and the deadline to object the auction is established as October 60 when it was served on the newest party,

identified in the big procedures order. That included the entire creditor matrix, which my parents is actually a little expressing interest in the assets, and various regulatory and governmental authorities, including the ones that were identified to the back of the business. For their part, Keene and Greenhill teams created and refined marketing materials for the assets, including confidential information memorandum, which was provided to interest in parties. The King team coordinated drone and exterior photography, which was used for marketing materials and property listings.

And those were sent directly to strategic buyers and then provided two-party the interest. That was done both regionally. The King team published print advertisements of the sales in various regional print publications including the Miami Carols. And in addition, electronic marketing materials and applications were circulated through digital out-of-time publications and various newsletters. Keene also coordinated a mass email publications more than 20,000 individual parties from King's own

proprietary databases while using commercial real estate software. These efforts led strong engagement. The debtors tracked the views of your electronic marketing materials and confirmed that we received tens of thousands of views for these assets. More than 180 parties that's a few the confidentiality agreement to access the virtual data room and to conduct due diligence. And both the Keene and the Greenhill teams engaged extensively with parties regarding various

aspects of the assets and proposed transactions. To establish baseline bids and in consultation with the consultation parties, which in this case are of the various lenders as well as the counsel for the official committee of unsupertred creditors, the debtor selected stalking horse bids for both the Gulf World and the marine land properties. We did that so that we could go into the auction with a floor price for the asset. And to the stalking horse bidders,

the debtors received bids in ex-calfa-posts for each of the facility. As mentioned, with respect to Dolphin Connection facility, we received several bids at very low values for certain of the bids. But one of the bids was an interesting proposal that we believed was important to continue to discuss. So that has been judged.

Fids from one particular party, but it's also wrapped up in the objection. So here in your honor, wanting to separate the applause and we'll come back to that. The debtors proceeded to auction, we did the auction together. We proceeded in two lots, and we started the auction, the auction for Maryland. Go on to the Gulf World segment of that. The starting bidders at 3.8 resorts, which was the Sulfing Horse bidder, was designated the successful bidder with the final. the debtor's file notices of successful bidders proposed sale orders and executed asset purchase

agreements which can be located at docket numbers 582 603 629 and mentioned it's a real property sale there no dolphins located on that facility the successful bidder is by the few resorts incorporated which again is with the stocking house bidder for the successful price of all cash price of 4.55 million of the sales are contemplated to take place promptly, but with number of second. All of the sales are subject to a broker fee for Keene, Greenhill, Greenfield, and Greenhill. In this instance, because of specifically Gulf World, it's just a real property sale. The fee is for King and 3.5%. To the general, cell objections that we received, putting aside the letters that were filed on Friday and Monday,

the debtors received three timely responses. One was an informal comment on the office of the United States' trustee. which we resolved with revised language to the proposed scale orders. We also received a cure and assignment resolution of rights from the landlord's Dolphin Connection facility, which obviously is not going forward today. And an objection from Tradewinds, which is a judgment creditor of Control of Dauphin, which is one of the debtors, and TradeWins withdrew its objection per docket item 628. Now I'll just point out with respect to the Boardwind Declaration,

Mr. Boardwin's testimony is that the debtors ran a fair and extensive and thorough sale process, that there was no collusion, that the auction was ran in a fair manner. The parties had the opportunity to have counsel present. None of the bidders are affiliates or are related to the debtors or any of their prior management. Mr. Wagsstaff's declaration, the testimony there is that the debtors considered all of the business circumstances, if the debtors determined in their reasonable business, judgment to scale within the best interest of the debtors in the state, and that the debtors have the requisite corporate authorities to enter into and finalize the transaction.

The Governor has no further questions. Okay, I would like to make sure I understand this facility. Is it closed? Did it? Okay. You said there are no dolphins there. Are there any other animals here? No, no.

So this is just a pure real estate deal. That's on. I understand there are some co-tenants that have an interest in certain of the parcels that are also being sold, and that's all consensual as well. That's right. Co-tenant is the word that we used. I think I'm coming ahead. I remember it's five or six, but there are a certain number of parcels.

that make up the local facility or property. Two of those parcels are 50% owned as tenants in common with RISC. And is Flipper LLC are related entity or not? Are there any open issues with respect to representations that have been made or anything that need to be resolved before closing can happen? No, as far as well as, we're aware, Your Honor, we're prepared to close as soon as all of the title documentation and then we keep everything are ready.

To the sale of the Gulf World property. I'm prepared to approve the sale of the Gulf World property to buy the sea resort, who was a successful bidder, and also prepared to approve the Cotty Company LLC as a backup bidder with respect to this particular property. The declarations that have come in show that as to this property, it was marketed and auction took place. There were rounds of bidding that purchased price has increased from $3.5 million to $4.55 million.

There's no suggestion of any type of collusion or other concerns. concern with respect to the auction and the declaration of Mr. Carr supports the fact that I'm being asked to make. The buyer is a good faith purchaser, is used for purposes of sales in the bankruptcy context. He specifically also testifies in his declaration that the better is not, he's not a buyer is not affiliated with the debtor in any way shape or fashion. I'm prepared to say that the price that has resulted from this auction is a fair price, given the market and given this facility, and there are no objections to this particular sale, which is a pure real estate sale of a closed facility.

So I am prepared to enter that order. Let me see if I have any questions with respect to the actual order. On page four of the order, paragraph C, there's a reference to 365. Sorry, no. Okay, there are no, it's confirming. There are no contracts that are going with this. Okay. I think that's the only place I saw that.

I assumed it was discussed over. The question I have is why are we incorporating on the bid procedures later here? Go on, I don't think it's necessary. He's made them once, so I'm purchase agreement as much as I'm authorizing the debtor to enter into the purchase agreement, which I think is paragraph six. That's right. That's right. Paragraph 15, this might have prompted the question as I'm going to be reading this. Just again, there are no conditions precedent to closing that you're aware of better on before.

I think this referred to purchase prices and same and cash has actually been transferred. The title and deed is a fact that there are conditions to close such as that, but they are not. Is this relevant to this particular sale or how is it relevant? I don't know that I feel strongly about it given that I don't think that there's. Yeah, well before submitting a revised order when you check with a buyer on that, if it's relevant to something I'll keep it in, I'd myself determine what it might be valid. Understood. Purchase agreement may be modified.

It's provided that any such modification does not have a material effect, it's not consistent with the order, and prior written notice of such modification is divided by the debtor to be affected parties. Who would they do? You shouldn't be affecting third parties by modifying this. I also usually require something that says your modification cannot impact third parties because it just can't after the fact. So that's why I'm not quite sure what this is getting to. If the parties want to amend something, I don't know what it would do here, that would not have a material adverse effect on the debtors of state,

complicit this order, or impact third parties, I'm fine. I'm suggesting that you're revised the provision and fire written notice for parties and believe that piece? I think, yes, I think it just can't impact third parties. If you're doing something that does something other than that is, that you have to bring something aside me probably more than notice probably also in an opportunity for him. I don't answer to take that here. So if you submit an order of consistent with that, then I will sign it for the reasons that I have on the areas with you. Help me help you on how to proceed.

So I, I, there won't be an objection to the testimony. that we intend to submit with respect to marine lands. But I hear that, Your Honor, has additional questions, and I don't know of objections that have been filed, some of which are persons do really have no connection to the case, but two of which at least, and I didn't see the one this morning, so I don't know what it says. I guess I need to, just something.

The same thing as the rest of them to, Your Honor. It says, please accept they formally know it did, not a bit. I want to hear, and I'll hear from the objectors, but by way of evidence, I think you have to put forward your case, that this, which means I need to understand the facility, I need to understand what's happening, I need to understand what consideration was given to a group that would like to preserve the current state of what's there, of the necessity to go forward, on this timeline with the sale, I need to understand that because this is a unique facility, at least as I understand from the objections. And I didn't get any of that from what the debtors put in front of me. And this isn't just a real estate play. So it seemed almost cookie cutter, and this isn't cookie cutter.

What I'm hearing you say is we'd like us to come back at another time and, you know, supplement the record. One thing I want to make really clear, which may or may not sway, Your Honor, but we don't have a qualified bid. We don't have any bid from anyone else, right? We have this bid, and it was obtained through an auction process after 34 rounds of bidding. And so I hear you like a better record, and we can come back and supplement that. But there's many things that could happen here. And I'll hear from the objectors if they have any, I'd like to hear what they have to say.

I don't know whether they can come up with more money or not. I don't know. This is not just highest and best, right? It's, I can look at what's best overall. and we at least have some parties and a group that was able to get some financing in what looks like a short time frame. Now, if I had testimony that they've been working together for six months and there's no agreement put in front of you, that's different, but I don't have that. So I'm just trying to understand what the situation is here. This is from what I understand, a unique property.

And it should be viewed in a one-off situation. What are we doing with this property? How is this property marketing? Separate from, for example, the last property, because they're different. Your Honor, I think that we have a film hearing on Monday's next week. I know. I have nothing in that record with respect to that. We'll come back.

And another thing I don't understand is, is at least as I read this aspect purchase agreement, it's closed in 30 days. That's right. Okay. And at least as I read the objection, you can tell me, there are 17 dolphins at this facility,

and there are 1,200 other marine species at this facility. What's happening to them? You're on our, part of my presentation, was to talk about the asset purchase agreement, which is on the docket, and there is a built-in structure to allow for a post-closed transition period of 90 days for transfer of the animals. And we, that process is well underway. So you will hear, and I think it's in Mr. Wegg's declaration,

that the debtors believe that that is patently reasonable and doable under the circumstances. And in fact, it's better for the estate to proceed a pace because, because the Ditt maturity is the end of the year, we do have limited resources, and it's important that the staff that the cell proceedings proceed and close on a reasonably efficient timeframe. Is it open? Is it cash flow positive? Not losing one. No, I want to understand.

Your Honor, go, you know, are a huge cash burn on the estate, and the longer that these operate and continue to operate, the longer the time 11 cases have to proceed and the more expensive it is and it's extremely expensive for me. I have none of that. I have none of that in any evidence theory form. I read Mr. Wax's separation and it certainly may have something in it but it didn't leave that impression on me, let's put it that way. It is to hear from Kazavitz if you are on or you are represented by council.

I'm on, Judge. Good afternoon. I did read the submissions that you have made and others have made with respect to, but I guess I would characterize as a community coalition backed by a private family fund who's interested in keeping the facility. open as both a research center and open to the community. I guess I'm trying to figure out how real this possibility is. What can you tell me about your efforts today?

That's a good question, Judge, and thank you for allowing me to speak to you. We brought on the former manager of Maryland, and we've created a budget that shows that we can be successful. as a business. The business model works. We were fortunate to have a contributor come forward and offer the $4 million plus, Judge, $1.5 million to get us through the next couple of months because this is the winter season, and it's very slow season. But we're convinced that we can make the model work. Partly because Felicia Cook, who's the former manager, knows how it was. works. And in 2023, she showed a very good profit for marine land. We believe we can do that also. What happened to us, and I don't want to belabor them. We were shut out. We were told by Riveron that we were in, we could bid by Michael Flynn. And then two days later, we're told you can't bid. Not only did he said, Michael said, we can bid, he said, don't

worry about the APA stuff. We'll take care of all that when the sale takes place. And that's all in the documents that we supply to your judge. And as a last of this, we believe we believe we're the

only ones that can save this facility, this national historic monument, and save this, and continue the Dolphins' home. Some of these dolphins were born there. We have three generations in terms of some of these dolphins. And I'm just appealing to the court to give us a chance.

We believe we can do it. I believe Felicia Cook's online with us also here today. She's the former manager. We also have the Rubles online who made, who are the people who are willing to help us save this. We're all really judged not just about marine land because marine land is not just the land. It's the dolphins.

We're here to try to save those. dolphins. I'm sorry if I belabored that, Judge. Yes, ma'am. The rubles are on the line. Yes, ma'am. Now, I'm actually not going to ask a question. What I'm going to do,

because what I really hear in these objections is that this coalition believes they were close out, so I think they really like me to reopen the option. The question is whether I should be and I think the coalition needs to understand that the current high bid is in the $7 million.

I think the debtor ought to consider whether to reopen the option, work with this group to see if there's anything that can be done, evidence, and I think in considering that the timeline is something that the debtor should consider. And I make no decision at this time, whether this timeline, as it existed, was appropriate or not. This group should be given some consideration. I'm not saying they want, because I don't know the fact. And I don't know, quite frankly, what's already been shipped off. I'm suggesting that there is stuff that's already been shifted off by.

While I hate this because I have everybody here, I hate to adjourn this one. I think that needs to happen, but I think in the meantime, while it's adjourned, there ought to be discussions. I think of the shareholder of the relationship with prior equity holders and former management, and all kinds of other things that we will certainly present to you at the appropriate time. All should be considered, but I'm just saying there's the possibility that this auction will be reopened, so the debtor ought to decide how to come back to me and what it ought to do in the meantime. because on this record, I'm not going to prove the same. Maybe another record.

Good afternoon, Your Honor. Mike Joyce for Apex Associates. Thank you for allowing me to be heard, Your Honor. Your Honor, Apex is an entity to be formed to hopefully bid on these assets and is affiliated, Your Honor, with certain other per se objectors appearing today. Your Honor, arise just to say we would truly appreciate. appreciate some additional time to participate in the auction. Apex Wood, Your Honor.

And I also wanted to ask, Your Honor, if the court was inclined to require the debtors to re-notice the sale objection in connection with any further auction proceedings. Well, Your Honor, I don't want to dig back into the bid procedures and the sale, or I'm sorry, and the documents, Your Honor, but we had similar difficulty. and in discerning deadlines, what assets were being sold, et cetera, et cetera. And that may be water under the bridge at this point, Your Honor. And admittedly, Apex was a little late to the game. But, Your Honor, to the extent there was any issues with the auction,

we would want the opportunity to object to the sale. The Rubell's entity, correct? Or is that a different entity? It is affiliated with the Rulbles. trial. Okay. And I have an objection. If there's some supplement to the objection that needs to be made, that's fine. But Mr. Joyce, am I understanding now that you represent this, who do you represent? You ask that question. So I represent the entity, Your Honor, to be formed to hopefully bid on these assets. And this has come together in somewhat of an unusual way,

Your Honor. I think my clients on a pro-state basis were attempting to bid on these assets. They had some difficulty doing that, as you've heard from Mr. Casowitz today. And they reached out to me, Your Honor, albeit with limited time to kind of act. But that's the current situation. And coordinate with it. So, Mr. Joyce, I'm glad that you are representing Apex. And so this is a good andiary hearing, but to consider all their options.

That hearing could turn into a status conference, if the better so desired. It could turn into some other request, if the debtor so desired. But I will continue it to that time. Mr. Joyce, are you available? I am available on the third, Your Honor, yes. To what that hearing will look like. if it's an evidentiary hearing. There are a couple of other things in the agenda.

Yeah. This one, yeah. Going forward, with the fee application, I don't know if the honor has had a time to look at that, we were asked to keep it on the docket or on the agenda. Well, I was worried about it yesterday, but then I found out these were contested, and so my time went towards that.

So unfortunately now, like this to handle it on forward? You want to take it off the agenda and you'll let us know? It won't be, yes, it will not be going forward on the survey. forward on the road but I will give you the applications in my email if I have any questions