May 5, 2025 Bankruptcy Court Hearing (The Dolphin Company/Leisure Investments Holdings LLC, et al.)

Good morning, your honor. Robert Brady on behalf of Leisure Investments Holdings, Inc. Light agenda today, your honor, but I thought I'd start as we have with a just a brief status conference. Last night, we did file Embassy of the Seas as a chapter 11 debtor. That's The United Kingdom entity based in London.

So It's

not a cruise ship. I got a lot of inquiries about whether we had a cruise ship.

It's not a cruise ship, but it does sound like one.

Mhmm. Okay.

But as we've indicated, we're continuing to complete the corporate governance changes and implement those throughout the organizational structure. So, organizational structure. So we'll be sending over a certificate of counsel for joint administration. Okay. And your honor, an update on Mexico.

One additional change since the last, hearing we had, the April 10 order, your honor, you may recall during the hearing and in the, response filed by mister Alvor, it was repeated repeatedly cited to, as the as the base for this confusion as to who might be the, director of controller door dolphin. We can advise the court that on April 30, that order was stayed by a federal court in Mexico. So as we stand here today, there is no order, issued in Mexico that creates any dispute that mister Straum is the sole director of Control the Door Dolphin. And as we indicated at the last hearing, mister Alvar's own Mexican counsel conceded that the resolution putting mister Straum in place remains valid as of today. So, again, no dispute right now, that mister Straum is the sole director of Control Dora Dolphin.

Obviously, there is an automatic stay in place and a turnover order in place. And your honor requested at the end of the last hearing that information start to flow, at least be shared. So after the hearing, we sent a list of priority financial reporting items, to counsel to mister Albor. This was stuff we thought would be readily available and easy to provide, and again, very much in line with the reporting requirements under the financing agreement, the note holder agreement. So to date, we have not received a single document from Mr.

Alba or Control of Door Dolphin. So we don't have any of the receipts, from operations. We don't know if payroll has been paid. We don't know if the animals are being cared for. Again, the lenders, have received no reporting for well over a year.

So, we did reach out to mister Moon and request a status report on getting this information. He indicated that the request is being taken seriously, but there was no commitment, by when we would get any of this information. And he did indicate that they were involving Mexican counsel to make sure they weren't violating any Mexican law or or order by sending us this agreement. We asked for a site to any Mexican law or any order that might prevent them from sharing information from the conceded sole director of Controlador Dolphin, and, we have not heard anything back. So I just wanna know for the record, you know, your honor knows we did agree to continue the emergency hearing briefly to allow for depositions.

But to be clear, the debtor's position is each day is a continuing violation of the automatic stay, a continuing violation of the turnover order, and we reserve all rights to seek appropriate remedies against mister Albor and others, for these violations. So that is, our status report. I did advise mister Moon that we would be providing a status report to the court at the start of today's hearing.

And I do see

And your honor,

if I could be heard briefly. Thank you, your honor. So, a couple of things. Number one, this is the first I'm actually hearing about this April 30 order. So, if counsel could please provide that to me, that would be great.

I haven't heard anything from Mexico that had been entered and we would certainly like to see it. Certainly, I haven't heard that. With respect to the information exchange, Your Honor, we got our we got the request for documents on Wednesday, and I simply asked for debtors counsel to advise you since we don't have anything on today and I don't typically show up for status conferences if I'm not involved, but they did say that they were going to mention that no documents have been provided. I will represent to the court that immediately upon receiving the request, we sent it down to the client as well as Mexican counsel. We are taking it seriously.

The issue that I also told them though is we were informed that that so that Thursday would have been the next day, when we had that request. That was May Day. That's a holiday in Mexico. And, also, today is a holiday as well because of Cinco de Mayo. So I don't know who's down there to provide documents.

All I can tell you is that we anticipate by mid week, we'll have documents available. Both Mexican counsel and myself are pushing very hard to get this done. We certainly respect the court. We certainly are consistent with our request that you give us a list of the documents you need, we will work on it and we are pushing it hard, Your Honor. So I can't speak to what's actually occurring in Mexico right now.

I can only tell you both between Mexican council and myself, we were pushing

it extremely hard.

Thank you. I appreciate that. But I would like to make sure you inform your client that, one, animals don't take holidays. So I don't think people get to take holidays when their welfare is at issue. And two, to the extent that there's going to be reference to law in Mexico that prohibits the sharing of information, I I will need some citation to that because I'm not asking at the moment or or at the moment, all that's being asked for is sharing.

And I can't even think of a equivalent law in Delaware that would prohibit a CEO from sharing information with a with anybody, quite frankly, sharing information with anybody that's relevant to the safety, welfare of animals and the, employees that work for a company which he purports to be in charge of. I can't think of a law that prohibits sharing of information. So if that's going to be cited to me, I would like case law or whatever the equivalent Mexican law is, statute, case law, law, whatever that would prohibit the simple sharing of information. So please pass that along to your client and your Mexican counsel.

Thank you, your honor. And I want I don't want to make too much of a point about this, but really this is simply an issue with respect to saying that we want to make sure no Mexican court orders are law violated. I am not a Mexican lawyer. The issue that's occurring at this point for production of documents is the same that any lawyer would do, which is get the documents compiled and that's what we're pushing for, review those documents with Mexican counsel and make sure that there's no issue with turning it over. That's it.

I'm not suggesting that there is some law, but I will tell you this, I made very clear that if there is a law that they better be very clear about what that is. Your Honor, I am an officer of this court as well. I will make sure that we provide any kind of law if such exists. But really at this point, it's simply a matter of typical production, which is lawyers look at what's being produced and then we produce it. That's it.

Okay. I think in this instance, it needs to be on an expedited, a hyper expedited, super expedited, schedule. Thank you.

Yes, ma'am.

Thank you.

Thank you, your honor. We appreciate that. I think mister Grecher is gonna present the the depth.

Thank you. Mister Graecher.

Good morning, your honor. Sean Graecher from Young Conaway. Your honor, thank you very much for the review and sign off on various orders that were scheduled for today. The only matter that we did not, submit for with a with a form of order was the the final dip. We are obviously not here today, asking your honor to approve a final dip.

As you heard, we're still waiting to get full financial reporting data for the overall organization to complete a fully detailed thirteen week budget. Through Riveron's efforts, working with The US based park management, we have managed to assemble a budget that relates to The US park revenues and operational expenses, and, we have been working with the lenders on necessary, amendments to the dip credit agreement, and working on that shorter term budget, to include as may be required with with a with a further interim dip order. While in the meantime, we continue to pursue the access to the the necessary financial details for the overall organization and in turn then move to, approval of a final dip order. So, Your Honor, we have, as I said, reached agreements to fund operations within the interim cap that Your Honor previously approved. We expect that we will have sign off on the shorter term budget based upon the presently available information.

I understand that the principals are speaking early this afternoon. The lenders have, if we need it, prepared a form of a further interim order itself. Assuming that we determine that that is necessary to implement the amendments in the short term budget, you will find that it will closely mirror, very closely mirror the existing interim order, and we would propose to submit that under certification of counsel. Of course, your honor, making ourselves available, to your honor if there are any questions once you've had the opportunity to review it. So, your honor, that that's where we stand.

We continue to work forward with, with the lenders, in good faith and, you know, arm in arm to make sure that we fund this this company and fund the operations, for your honor. That obviously is is a is a key consideration, and and we, we intend to move forward as quickly as possible to move, move move the revised dip order in front of you. Okay. Very good.

Then I will

Your honor, may I be brief with her?

Mister Gold. Yes. Yes.

Good morning, your honor. Gold Allen Natkins, Fort Keys Resort owner. My client is the owner of the Hawkes Cave Resort where the debtor has the Dolphin Connect facility down in the Florida Keys. My Provox on file was filed Friday, Ballard Spar is our local counsel. I just want to be heard briefly on a comment.

The debtor is not ready to move forward on a final. That is completely agreeable. We've been in contact with the debtor. We acknowledge that this case presents unique challenges in corporate governance and animal welfare has been paramount. But if I may quote a now retired partner of mine, we still have to block and tackle in terms of the day to day operations of the Chapter 11 case.

Perhaps because of the corporate governance issues and the records issues that have predominated, we don't have a public budget in this case. The DIFINANCING is somewhat unique in that it provides the budget wasn't even to be prepared until after the interim debt. It had a fifteen day milestone, which has passed. The U. S.

Budget has not been filed. It has not been shared with us. According to the debtor, we are the largest unsecured creditor in this case as evidenced by the top 30 list filed at docket 77. And to put a cherry on top, we didn't get rent for last month. The professionals in this case are too experienced and too talented to miss that kind of stuff.

Just because rent is revenue based and payable in arrears doesn't change the application of the law in this district. With respect to the performance date, we've been told it's been forthcoming for over a week. These are not good signs, Your Honor. And while we support this debt or does not need to be strangled, the intermosa cash collateral should be permitted. There's work to do before we get to a final because the underpinnings of the operation of the business, at least from our clients' perspective and we are the largest unsecured creditor of the case, are not moving in the customary linear fashion we would expect.

This case is not that fresh anymore. It's over thirty days old. And these things should be going a little smoother than they are. I just wanted to express since we're doing the status thing, I just wanted to express that concern to the court before we move forward.

Thank you.

Thank you, Your Honor. We certainly understand and note Mr. Gold's comments and constructive criticism. We are, of course, working with him to make sure that we get the obligations paid. We do understand And as I mentioned, the intention is to submit a further interim order as necessary with with a budget.

So so understand and appreciate the the that that this is not proceeding in a linear fashion. We are we're doing what we can to put this on the straight and narrow, of course, and and we'll continue to communicate with mister Gold to make sure that, that that this does proceed in a in an appropriate way and and that the obligations that, come due post petition are paid on a

Thank you. Mister Hackman, where do we stand on a committee?

Good morning, your honor. May it please the court, Ben Hackman for the US trustee. I believe the debtors filed their top 30 list on April 22. We solicited a committee. We sent the questionnaire and information sheet to that top 30 list, the more fulsome list list once it was filed.

We have spoken with some respondents, and the US Trustee has committee appointment under advisement. I don't know if he will appoint. If he does, we could be in a position to do that as early as today. But as soon as he makes that decision, we'll file the notice of appointment or non appointment on the docket promptly. Thank you for its status.

Thank you, your honor.

Okay. Anything else for today?

Nothing Nothing further from the betters, your honor.

Thank you. We're adjourned.