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EX-2.1 - EXHIBIT 2.1 - PREMIER EXHIBITIONS, INC.d339551dex21.htm
EX-2.2 - EXHIBIT 2.2 - PREMIER EXHIBITIONS, INC.d339551dex22.htm
EX-99.1 - EXHIBIT 99.1 - PREMIER EXHIBITIONS, INC.d339551dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2012

 

 

Premier Exhibitions, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Florida   000-24452   20-1424922

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia   30326
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (404) 842-2600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On April 20, 2012, Premier Exhibition Management LLC (“PEM”) and its wholly owned subsidiary, PEM Newco, LLC (“Newco”), both subsidiaries of Premier Exhibitions, Inc. (the “Company”), entered into a purchase agreement (the “Purchase Agreement”) with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC (together, “AEG”) pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC (“AEI”) . The purchase of the assets was completed contemporaneous with the signing of the Purchase Agreement. The assets purchased include the rights and tangible assets relating to four currently touring exhibitions known as “King Tut II,” “Cleopatra,” “America I Am” and “Real Pirates.” The acquired assets include rights agreements with the artifact and intellectual property owners for the exhibitions, museum/venue agreements for existing exhibition venues, sponsorship agreements, a warehouse lease and an office lease. In addition, the acquired assets include intellectual property related to proposed future exhibitions to be further developed and produced.

Pursuant to the Purchase Agreement, Newco purchased the exhibition properties and assets of AEI in exchange for the issuance to AEG of a 10% equity interest in PEM and a non-recourse and non-interest bearing promissory note in the initial principal amount of $14,187,000 and with a maturity date of February 28, 2017 (the “Promissory Note”). Newco has also assumed the agreements and obligations associated with the acquired assets arising after the closing date, but AEG will retain the obligation to pay the rights fees that accrue on existing exhibitions, which payments are expected to total $3.2 million. When AEG pays these fees, the balance of the Promissory Note will be increased by the amount of the payment(s).

Pursuant to the Promissory Note, Newco will make payments to AEG equal to (a) 100% of net revenues from exhibition bookings entered into by AEG or pending as of closing and transferred to Newco pursuant to the Purchase Agreement, (b) 100% of net revenues from future bookings, after payment to PEM of a 10% booking fee, (c) 100% of the net revenues from the future sale of any tangible exhibitry, equipment and other fixed assets comprising the acquired assets, and (d) 20% of the net revenues from proposed exhibitions acquired from AEG that are ultimately developed and presented. “Net Revenues” are determined after deduction by Newco of the direct expenses of operating the exhibitions. Newco is also entitled to retain, before remitting any payments on the Promissory Note, a management fee in the following amount: (a) 5% of gross revenues (after deducting any PEM booking fees) for calendar year 2012; and (b) 10% of gross revenues (after deducting any PEM booking fees) for each calendar year thereafter; provided that the management fee shall not be less than the following minimum fees: $696,721 in calendar year 2012; $750,000 in calendar year 2013; $500,000 in calendar year 2014; and $250,000 in calendar years 2015 and 2016.

If the Promissory Note is paid in full prior to the maturity date, Newco will pay AEG 40% of any additional net revenues derived from operation of the acquired assets through the maturity date, after deduction of the 10% management fee and the 10% booking fee, if applicable. If the Promissory Note is not satisfied in full at the maturity date, Newco shall satisfy any shortfall by, at its option, selling some or all of the remaining acquired tangible assets, returning some or all the remaining acquired tangible assets to AEG, or paying the applicable portion of the value of the remaining tangible assets to AEG.

Due to the non-recourse nature of the Promissory Note, if the proceeds from the acquired exhibitions and asset sales described above are not sufficient to satisfy the Promissory Note in full on or prior to the maturity date, then none of the Company, PEM or Newco will have any liability with respect to any shortfall.

This summary does not purport to be complete and is qualified by reference to the full text of the Purchase Agreement and Promissory Note, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.


Item 2.01 Completion of Acquisition or Disposition of Assets.

The information included under Item 1.01 above is incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information included under Item 1.01 above is incorporated herein by reference.

 

Item 8.01 Other Events.

On April 23, 2012, Premier Exhibitions, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (a) Financial Statements of Businesses Acquired.

 

     To the extent that financial statements are required by this Item 9.01, the Registrant intends to file such financial statements in an amendment to this Current Report on Form 8-K not later than July 6, 2012.

 

  (b) Proforma Financial Information.

 

     To the extent that proforma financial statements are required by this Item 9.01, the Registrant intends to file such proforma financial statements in an amendment to this Current Report on Form 8-K not later than July 6, 2012.

 

  (d) Exhibits.

 

  2.1* Purchase Agreement between Premier Exhibition Management LLC, PEM Newco, LLC, AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC, dated April 20, 2012.

 

  2.2 Promissory Note between PEM Newco, LLC, Premier Exhibition Management LLC and AEG Live LLC, dated April 20, 2012.

 

  99.1 Press Release dated April 23, 2012

 

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedules to the SEC upon request.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Premier Exhibitions, Inc.
By:  

/s/ Michael Little

  Michael Little
  Chief Financial Officer

Date: April 25, 2012


EXHIBIT INDEX

 

Exhibit
No.

  

Description

2.1*    Purchase Agreement between Premier Exhibition Management LLC, PEM Newco, LLC, AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC, dated April 20, 2012.
2.2    Promissory Note between PEM Newco, LLC, Premier Exhibition Management LLC and AEG Live LLC, dated April 20, 2012.
99.1    Press Release dated April 23, 2012

 

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedules to the SEC upon request.