united states bankruptcy court middle district of...

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

JACKSONVILLE DIVISION

In re: RMS TITANIC, INC., et al., Debtors. 1 ________________________________/

Case No.: 3:16-bk-02230-PMG Chapter 11 (Jointly Administered)

JOINT MOTION FOR APPOINTMENT OF

MEDIATOR AND TO SCHEDULE MEDIATION

RMS Titanic, Inc., and certain of its affiliates as debtors and debtors in

possession in the above-referenced case (the "Debtors"), jointly with the Official

Committee of Equity Security Holders (the "Equity Committee") and the Official

Committee of Unsecured Creditors (the "Creditors Committee" and where collectively

with the Debtors and Equity Committee, the "Parties"), pursuant to Local Bankruptcy

Rule 9019-2, hereby move this Court for the appointment of C. Edward Dobbs as

mediator in an attempt to resolve any and all matters arising out of or related to: the

Plan (as defined below), options and alternatives to the Plan, the sale of the Debtors'

assets, and any related issues that the Parties agree to mediate. The Parties also request

that the Court direct the Parties to mediate these matters on February 26 and 27, 2018

at the offices of Troutman Sanders LLP, 600 Peachtree Street, NE #5200, Atlanta, GA

30308. In support of the motion, the Parties state as follows:

1 The Debtors in the chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number include: RMS Titanic, Inc. (3162); Premier Exhibitions, Inc. (4922); Premier Exhibitions Management, LLC (3101); Arts and Exhibitions International, LLC (3101); Premier Exhibitions International, LLC (5075); Premier Exhibitions NYC, Inc. (9246); Premier Merchandising, LLC (3867); and Dinosaurs Unearthed Corp. (7309) (collectively, the "Debtors"). The Debtors' service address is 3045 Kingston Court, Suite I, Peachtree Corners, Georgia 30071.

Case 3:16-bk-02230-PMG Doc 945 Filed 02/15/18 of 14

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STATEMENT OF FACTS2

1. On June 14, 2016 (the "Petition Date"), each of the Debtors filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code, commencing the

above-captioned, jointly administered bankruptcy case (the "Bankruptcy Case").

2. The Debtors continue to operate their businesses as debtors in possession

pursuant to Bankruptcy Code Sections 1107 and 1108.

3. No trustee or examiner has been appointed in the Bankruptcy Case.

4. On May 18, 2017, the Debtors filed a motion for authority to enter and

perform under a plan support agreement (the "Plan Support Agreement") (Doc. 587)

with the Creditors Committee and Equity Committee.

5. On July 7, 2017, the Court entered its Order Authorizing the Debtors,

The Official Committee of Unsecured Creditors and The Official Committee of Equity

Security Holders to Enter into and Perform Their Obligations Under a Plan Support

Agreement (Doc. 642). Under the Plan Support Agreement, the Debtors agreed to

conduct a sale process, which they had begun on or around the first week of June,

2017, in conjunction with confirmation of a Chapter 11 plan.

6. On November 14, 2017, the Debtors filed the Debtors' Motion for Entry

of an Order (i) Approving Procedures in Connection with the Sale of All or

Substantially All of the Debtors' Assets; (ii) Scheduling a Related Auction; (iii)

Approving Procedures Related to the Assumption of Certain Executory Contracts and

2 The Statement of Facts set forth herein is included solely to provide the Court with a summary of the factual and legal issues which will be the subject of the mediation between the Parties. None of the factual statements set forth herein shall be deemed to bind or prejudice any of the Parties hereto at any mediation or trial on these matters.


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Unexpired Leases; (iv) Approving the Form and Manner of Notice Thereof; (v)

Approving Bid Protections; and (vi) Granting Related Relief (the "Sale Motion") (Doc.

811). The Debtors subsequently withdrew the Sale Motion after the Ad Hoc Group of

Equityholders filed an Objection (Doc. 850) thereto and the National Maritime Museum

filed a motion to withdraw the reference of the Sale Motion (Doc. 853) (which motion

was subsequently withdrawn by the Museum (Doc. 892)).

7. On December 14, 2017, the Debtors filed the Joint Plan Under Chapter

11 of the Bankruptcy Code (the "Plan") (Doc. 859), which contemplated liquidating all

of the Debtors’ assets. The Debtors withdrew the Plan without prejudice by filing a

notice of withdrawal on February 13, 2017 (Doc. 944) but reserve the right to re-file

and pursue the Plan or any other plan or restructuring alternative.

BASIS FOR RELIEF

8. The Parties believe it is in the best interest of the estate to mediate any

and all matters arising out of or related to the Plan or any other restructuring or

liquidating plan, any restructuring and liquidation options and alternatives, the sale of

the Debtors' assets, and any related issues that the Parties agree to mediate.

9. The Parties believe that mediation will help avoid a prolonged

confirmation fight among them. The goal of mediation would be to reach consensus

among the Parties on the best path forward to exiting the Bankruptcy Case as

expeditiously as possible, while also maximizing recoveries for stakeholders.


4

10. The Parties seek authority to include other interested parties and potential

stakeholders in this mediation, as they deem appropriate, and upon their full and

complete agreement, to facilitate resolution of as many issues as possible at the

mediation. Counsel for the Debtors is in touch with these parties and will coordinate

their involvement.

11. The Parties recommend C. Edward Dobbs to serve as mediator. Mr.

Dobbs is an experienced bankruptcy attorney, capable mediator, and is available and

willing to serve as mediator, if authorized and directed by this Court. Additional

information on Mr. Dobbs' experience can be found on his firm's website,

https://www.phrd.com/attorney-bio.asp?AttorneyID=498.

12. As set forth more fully in Mr. Dobbs' proposed engagement letter (the

"Engagement Letter"), Exhibit A hereto, Mr. Dobbs' rate for this matter would be

$620 per hour and Mr. Dobbs may utilize an associate or a paralegal as needed at their

standard hourly rates to prepare for and conduct the mediation.

13. Through this Motion, the Parties also seek authority for the Debtors to

pay the cost of mediation, including fees charged by Mr. Dobbs’ in accordance with the

Engagement Letter, and reimburse members of the Equity Committee and Creditors

Committee for the travel, lodging, and other reasonable expenses associated with

participating in the mediation without further order.


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14. Accordingly, the Parties request this Court enter an Order: (i) directing

the Parties to participate in mediation regarding any and all matters arising out of or

related to the Plan or any other restructuring or liquidating plan, any restructuring and

liquidation options and alternatives, the sale of the Debtors' assets, and any related

issues that the Parties agree to mediate; (ii) directing the Parties to mediate these

matters on February 26 and 27, 2018 at the Atlanta office of Troutman Sanders LLP;

(iii) appointing C. Edward Dobbs as mediator and approving the Engagement Letter;

(iv) authorizing the Debtors to promptly pay the cost of mediation; and (v) authorizing

the Debtors to reimburse the members of the Equity Committee and Creditors

Committee for their reasonable expenses in connection with their attendance at

mediation.

15. Counsel for the Equity and Creditors Committees have been provided a

copy of this Motion and the proposed Order attached hereto as Exhibit B and have

advised counsel for the Debtors of their consent to entry of this Order.

WHEREFORE, the Parties respectfully request that the Court enter an order in

the form attached hereto as Exhibit B: (i) directing the Parties to participate in

mediation on February 26 and 27, 2018 at the Atlanta office of Troutman Sanders LLP;

(ii) appointing C. Edward Dobbs as mediator; (iii) approving the Engagement Letter;

(iv) authorizing the Debtors to promptly pay the cost of mediation; (v) authorizing the

Debtors to reimburse the members of the Equity Committee and Creditors Committee

for their reasonable expenses in connection with their attendance at mediation; and (vi)


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granting such other and further relief as set forth in the attached proposed Order and as

the Court deems just and proper.

Jeffery W. Cavender TROUTMAN SANDERS LLP

600 Peachtree Street, NE #5200 Atlanta, GA 30308 (404) 885-2615 (404) 962-6983 (Facsimile) [email protected] -and- By: /s/ Daniel F. Blanks Daniel F. Blanks (FL Bar No. 88957) NELSON MULLINS RILEY &

SCARBOROUGH LLP

50 North Laura Street, Suite 4100 Jacksonville, FL 32202 (904) 665-3656 (904) 665-3699 (Facsimile) [email protected] Attorneys for the Debtors and Debtors-in-Possession

Peter J. Gurfein, Esq. LANDAU GOTTFRIED & BERGER LLP 1801 Century Park East, Suite 700 Los Angeles, CA 90067 (310) 557-0050 (310) 557-0056 (Facsimile) [email protected] -and-

By: /s/ Jacob A. Brown Jacob A. Brown (FL Bar No. 170038) AKERMAN LLP 50 North Laura Street, Suite 3100 Jacksonville, FL 32202 (904) 798-3700 (904) 798-3730 (Facsimile) [email protected] Attorneys for the Official Committee of Equity Security Holders of Premier Exhibitions, Inc.


7

Jeffrey Chubak STORCH AMINI & MUNVES PC

140 East 45th Street, 25th Floor New York, NY 10017 (212) 497-8247 (212) 490-4208 (Facsimile) [email protected] -and- By: /s/ Richard T. Thames Richard R. Thames (FL Bar No. 0718459) THAMES MARKEY & HEEKIN, P.A.

50 North Laura Street, Suite 1600 Jacksonville, FL 32202-3614 (904) 358-4000 (904) 358-4001 (Facsimile) [email protected] Attorneys for the Official Committee of

Unsecured Creditors


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CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing was electronically filed with the Clerk of the Court using CM/ECF on February 15, 2018. I also certify that the foregoing document is being served this day on the following counsel of record via transmission of Electronic Filing generated by CM/ECF: Jay B. Verona, Esq. Shumaker, Loop & Kendrick, LLP 101 E. Kennedy Blvd., Suite 2800 Tampa, FL 33602 (813) 229-7600 [email protected] Attorneys for George F. Eyde

Orlando, LLC and Louis J. Eyde

Orlando, LLC

Jill E. Kelso, Esq. Miriam G. Suarez, Esq. Office of the United States Trustee 400 W. Washington Street, Suite 1100 Orlando FL 32801 (407) 648-6301 ext. 137 [email protected] [email protected] Attorneys for Guy G. Gebhardt,

Acting U.S. Trustee for Region 21

Scott M. Grossman, Esq. Greenberg Traurig 401 East Las Olas Boulevard, Suite 2000 Fort Lauderdale, FL 33301 (954) 768-5212 [email protected] Attorneys for Lang Feng, Haiping Zou,

Jihe Zhang, and High Nature Holdings

Limited

Ari Newman, Esq. Greenberg Traurig, P.A. 333 S.E. 2nd Avenue, Suite 4400 Miami, FL 33131 (305) 579-0500 [email protected] Attorneys for Lang Feng, Haiping Zou,

Jihe Zhang, and High Nature Holdings

Limited

Jason B. Burnett, Esq. GrayRobinson, P.A. 50 N. Laura Street, Suite 1100 Jacksonville, FL 32202 (904) 598-9929 [email protected] Attorneys for 417 Fifth Avenue Real

Estate, LLC

Andrew T. Jenkins, Esq. Bush Ross, P.A. P.O. Box 3913 Tampa, FL 33601-3913 (813) 224-9255 [email protected] Attorneys for Bank of America, N.A.


9

Matthew J. Troy, Esq. U.S. Dept. of Justice 1100 L Street NW, Suite 10030 Washington, DC 20005 (202) 514-9038 [email protected] Attorneys for the United States Department

of Commerce, National Oceanic and

Atmospheric Administration

Kathy A. Jorrie, Esq. Pillsbury Winthrop Shaw Pittman LLP 725 S. Figueroa Street, Suite 2800 Los Angeles, CA 90017 (213) 488-7251 [email protected] Attorneys for AEG Live, Inc.

Brian D. Equi, Esq. Goldberg Segalla, LLP 121 S. Orange Avenue, Suite 1500 Orlando, FL 32801 (407) 458-5608 [email protected] [email protected] [email protected] Attorneys for Structure Tone, Inc.

J. Ellsworth Summers, Jr., Esq. Burr Forman, LLP 50 N. Laura Street, Suite 3000 Jacksonville, FL 32202 (904) 232-7200 [email protected] Attorneys for Michael J. Little

Norman P. Fivel, Esq. Assistant Attorney General Office of the New York State Attorney General Civil Recoveries Bureau, Bankruptcy Litigation Unit The Capitol Albany, NY 12224-0341 (518) 776-2264 [email protected] Attorneys for New York Dept. of Taxation

and Finance

D. Marcus Braswell, Jr., Esq. Sugarman & Susskind, P.A. 100 Miracle Mile, Suite 300 Coral Gables, FL 33134 (305) 529-2801 [email protected] Attorneys for Theatrical Protective Union,

Local No. One, IATSE

Chris Broussard, Esq. Suzy Tate, P.A. 14502 N. Dale Mabry Highway, Suite 200 Tampa, FL 33618 (813) 264-1685 [email protected] Attorneys for The Armada Group GP, Inc.

Richard R. Thames, Esq. Thames Markey & Heekin, P.A. 50 N. Laura Street, Suite 1600 Jacksonville, FL 32202 (904) 358-4000 [email protected] Attorneys for Official Committee of

Unsecured Creditors


10

Avery Samet, Esq. Jeffrey Chubak, Esq. Storch Amini & Munves PC 140 East 45th Street, 25th Floor New York, NY 10017 (212) 490-4100 [email protected] [email protected] Attorneys for Official Committee of

Unsecured Creditors

Peter J. Gurfein, Esq. Roye Zur, Esq. Landau Gottfried & Berger LLP 1801 Century Park East, Suite 700 Los Angeles, CA 90067 (310) 557-0050 [email protected] [email protected] Attorneys for Official Committee of Equity Security

Holders of Premier Exhibitions, Inc.

Jacob A. Brown, Esq. Katherine C. Fackler, Esq. Akerman LLP 50 N. Laura Street, Suite 3100 Jacksonville, FL 32202 (904) 798-3700 [email protected] [email protected] Attorneys for the Official Committee of

Equity Security Holders of Premier

Exhibitions, Inc.

Skyler M. Tanner, Esq. Lane Powell PC 601 SW Second Avenue, Suite 2100 Portland, OR 97204 [email protected] [email protected] [email protected] Attorneys for Oregon Museum of Science and

Industry

T. David Mitchell, Esq. Brenner Kaprosy Mitchell, L.L.P. 30050 Chagrin Blvd., Suite 100 Pepper Pike, OH 44124 (216) 292-5555 [email protected] Attorneys for CRI Properties, Ltd.

Howard Siegel, Esq. 945 McKinney Street, PMB 434 Houston, TX 77002 (713) 984-4801 [email protected] Attorney for Euclid Investments, LP

And Euclid Claims Recovery LLC

Susan R. Sherrill-Beard, Esq. U.S. Securities and Exchange Commission Office of Reorganization 950 East Paces Ferry Road, N.E. Suite 900 Atlanta, GA 30326 (404) 842-7626 [email protected] [email protected] Attorneys for U.S. Securities and

Exchange Commission

Garrett A. Nail, Esq. John F. Isbell, Esq. Thompson Hine LLP 3560 Lenox Road, Suite 1600 Atlanta, GA 30326 (404) 541-2900 [email protected] [email protected] Attorneys for Bay Point Capital Partners, LP


11

Steven R. Fox, Esq. Fox Law Corporation 17835 Ventura Blvd., Suite 306 Encino, CA 91316 [email protected] Attorneys for Titanic Entertainment

Holdings

Stephen D. Busey, Esq. Asghar A. Syed, Esq. Smith Hulsey & Busey 225 Water Street, Suite 1800 Jacksonville, FL 32202 (904) 359-7700 [email protected] [email protected] Attorneys for the Ad Hoc Group of Equityholders

Jennifer Feldsher, Esq. David L. Lawton, Esq. Bracewell LLP 1251 Avenue of the Americas New York, NY 10020 (212) 508-6100 [email protected] [email protected] Attorneys for the Ad Hoc Group of

Equityholders

Patricia Ann Redmond, Esq. Stearns Weaver, et al. 150 West Flagler Street, Suite 2200 Miami, FL 33130 (305) 789-3200 [email protected] Attorneys for the Trustees of the National Maritime

Museum

Timothy Graulich, Esq. James I. McClammy, Esq. Mara Theophila, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 [email protected] [email protected] [email protected] Attorneys for the Trustees of the National

Maritime Museum

Jason B. Burnett, Esq. Ashlea A. Edwards, Esq. GrayRobinson, P.A. 50 N. Laura Street, Suite 1100 Jacksonville, FL 32202 (904) 598-9929 [email protected] [email protected] Attorneys for Ramparts, Inc. d/b/a Luxor Hotel

and Casino


12

Via U.S. Mail A-1 Storage and Crane 2482 197th Avenue Manchester, IA 52057

ABC Imaging 5290 Shawnee Road, Suite 300 Alexandria, VA 22312

A.N. Deringer, Inc. PO Box 11349 Succursale Centre-Ville Montreal, QC H3C 5H1

ATS, Inc. 1900 W. Anaheim Street Long Beach, CA 90813

Broadway Video 30 Rockefeller Plaza 54th Floor New York, NY 10112

CBS Outdoor/Outfront Media 185 US Highway 48 Fairfield, NJ 07004

Dentons Canada LLP 250 Howe Street, 20th Floor Vancouver, BC V6C 3R8

Enterprise Rent-A-Car Canada 709 Miner Avenue Scarborough, ON M1B 6B6

Expedia, Inc. 10190 Covington Cross Drive Las Vegas, NV 89144

George Young Company 509 Heron Drive Swedesboro, NJ 08085

Gowlings 550 Burrard Street Suite 2300, Bental 5 Vancouver, BC V6C 2B5

Hoffen Global Ltd. 305 Crosstree Lane Atlanta, GA 30328

Kirvin Doak Communications 5230 W. Patrick Lane Las Vegas, NV 89118

MNP LLP 15303 - 31st Avenue Suite 301 Surrey, BC V3Z 6X2

Morris Visitor Publications PO Box 1584 Augusta, GA 30903

NASDAQ Stock Market, LLC 805 King Farm Blvd. Rockville, MD 20850

National Geographic Society 1145 - 17th Avenue NW Washington, DC 20036

NYC Dept. of Finance PO Box 3646 New York, NY 10008


13

PacBridge Limited Partners 22/F Fung House 19-20 Connaught Road Central Hong Kong

Pallet Rack Surplus, Inc. 1981 Old Covington Cross Road NE Conyers, GA 30013

Screen Actors Guild 1900 Broadway 5th Floor New York, NY 10023

Seaventures, Ltd. 5603 Oxford Moor Blvd. Windemere, FL 34786

Sophrintendenza Archeologica di Napoli e Pompei Piazza Museo 19 Naples, Italy 80135

Syzygy3, Inc. 231 West 29th Street Suite 606 New York, NY 10001

Time Out New York 405 Park Avenue New York, NY 10022

TPL 3340 Peachtree Road Suite 2140 Atlanta, GA 30326

TSX Operating Co. 70 West 40th Street 9th Floor New York, NY 10018

Verifone, Inc. 300 S. Park Place Blvd. Clearwater, FL 33759

WNBC - NBC Universal Media 30 Rockefeller Center New York, NY 10112

Jonathan B. Ross, Esq. Gowling WLG (Canada) LLP 550 Burrard Street, Suite 2300, Bentall 5 Vancouver, BC V6C 2B5

United States Attorney’s Office Middle District of Florida 300 N. Hogan Street, Suite 700 Jacksonville, FL 32202

Christine R. Etheridge, Esq. Bankruptcy Administration Wells Fargo Vendor Financial Services, LLC PO Box 13708 Macon, GA 31208

B.E. Capital Management Fund LP Thomas Branziel 228 Park Avenue South, Suite 63787 New York, NY 10003 Creditor Committee

TSX Operating Co., LLC c/o James Sanna 70 W. 40th Street New York, NY 10018 Creditor Committee


14

Dallian Hoffen Biotechnique Co., Ltd. c/o Ezra B. Jones 305 Crosstree Lane Atlanta, GA 30328 Creditor Committee

/s/ Daniel F. Blanks Attorney

~#4838-3753-3533~


EXHIBIT A

Case 3:16-bk-02230-PMG Doc 945-1 Filed 02/15/18 Page 1 of 7

C. Edward Dobbs

DIRECT DIAL

(404) 420-5529

TELECOPIER

(678) 533-7744

[email protected]

Parker Hudson

Ra-INEr SeDobbs

Limited Liability PartnershipAttorneys at Law

January 26, 2018

Offices In:

Atlanta, Georgia

Tallahassee, Florida

VIA EMAIL

To the Undersigned Counsel

You have requested that I serve as mediator in connection with certain disputes andclaims that have arisen among the parties to this mediation in the Chapter 11 bankruptcy cases ofPremier Exhibitions, Inc. and affiliates (the "Debtors''^ pending in the United States BankruptcyCourt for the Middle District of Florida, (the "Court"") and jointly administered as Case No. 16-02232 (collectively, the "Disputes"). The Disputes generally include the ultimate resolution ofthe bankruptcy cases and exit from Chapter 11, including alternatives for restructuring orliquidating the Debtors or their assets, bankruptcy plan or sale terms and conditions, and allmatters relating thereto with a focus on working towards confirmation of a consensual jointChapter 11 plan and bankruptcy exit.

This letter confirms that I am willing to serve as the mediator with respect to the Disputeson the terms and conditions set forth below, which I understand are satisfactory to the parties andtheir counsel (collectively, the "Mediation Participants").

1. Location and Time of Mediation. The mediation conference will be held on

February 26 and 27, 2018, beginning each day at 9:00 a.m. (Eastern time), at the offices ofTroutman Sanders LLP, 600 Peachtree Street, Suite 3000, Atlanta, Georgia. Except as agreed bythe parties, the Mediation Participants are requested not to schedule departure times from themediation site sooner than 6:00 p.m. (Eastern time) on February 27, 2018, unless I have earlierdeclared an impasse.

2. Persons to Attend. I understand that representatives of the Debtors, the OfficialCommittee of Equity Security Holders, and the Official Committee of Unsecured Creditors, withcounsel, have committed to attend the mediation conference and other interested parties mayattend with prior notice to and the consent of the Debtors. A mediation that is attended only bycounsel and not by their clients (or, in the case of entity clients, by duly authorized andempowered representatives of such clients) is considerably less likely to have a favorableoutcome. Each entity party agrees to attend the mediation through a representative with fulldecision-making authority subject to any required internal governance approval authorities.

5298542 7

303 Peachtree Street, N.E. / Suite 3600 / Atlanta, Georgia / 30308(404) 523-5300 / www.phrd.com


3. Scope of Mediation. It is my understanding that the Mediation Participantsdesire to resolve all of the Disputes through mediation.

4. Mediation in Good Faith. The parties confirm that they are participating in themediation voluntarily and in a good faith effort to reach a mutually acceptable settlement of allof the Disputes, while recognizing that no party is required to agree to any settlement terms.

5. Sharing of Relevant Documents. To the extent that any Mediation Participantbelieves that it would assist me in the mediation of the Disputes to receive any documents, suchMediation Participant should forward to me copies of such documents as soon as possible. TheMediation Participants are strongly encouraged to exchange any documents that are nototherwise privileged, are not available to a counterpart, and may promote a better understandingof the contentions or the applicable facts or law, or otherwise may be conducive to a settlement.

6. Pre-Mediation Submissions. Each party should provide to me a statement (a"pre-mediation statement") that contains, among other things, a brief factual overview of theDisputes; identification of the key facts and issues in dispute; the underlying business or personalneeds of each party; the party's view as any barriers to settlement, including the party's thoughtsas to the other side's realistic view of the Disputes; the party's reasonable estimate of the legalexpenses that such party will incur from the date of the mediation through the conclusion of oneor more contested hearings and possible appeals from any favorable or adverse ruling; anyproposals that may lead to a resolution of the Disputes and a summary of any other informationthat such party believes will assist me as mediator. If any legal issues are addressed in a pre-mediation statement, a citation to any controlling or persuasive authority (with copies of cases,treatises or articles attached) would be appreciated. Each pre-mediation statement should besubmitted to me by electronic transmission as expeditiously as possible, but in no event later thanFebruary 22, 2018, and will be kept strictly confidential by me, unless the parties elect toexchange their statements. By a party's submission of a pre-mediation statement to me, suchparty shall not be deemed to have waived either the attorney-client privilege or the work-productdoctrine, to the extent applicable to the pre-mediation statement.

7. Conduct of Mediation. At the outset of the mediation conference, 1 will make afew introductory remarks. Thereafter, 1 will invite the Mediation Participants to make whateveropening statements they care to make to one another, but urge that any statements by MediationParticipants be carefully designed to highlight issues and opportunities for settlement and not beinflammatory or provocative in nature. Opening statements may be made by a party or suchparty's counsel, or both. For planning purposes, opening statements by each party should be nolonger than 10 minutes. Following the completion of opening statements by the MediationParticipants, and subject to any further discussions the Mediation Participants may elect to havein the joint session, 1may ask that each group move to separate conference rooms and the caucussessions will then begin. It is my assumption that each of the Mediation Participants will engagein a good faith effort to resolve all of the Disputes at the time and place of the mediation, subjectto any continuances that may be agreed upon by the Mediation Participants.

8. Confidentiality; Privileges. At the time of the mediation, the MediationParticipants will be requested to sign a mediation confidentiality agreement by which each willacknowledge and agree to, among other things, the confidentiality of all mediation

-2-


communications and will further agree that such Mediation Participant will not subpoena themediator for deposition or court testimony in connection with any matter discussed or forproduction of the mediator's notes or any mediation statement submitted in connection with themediation. All written and oral communications between or among the parties or to or from themediator relating to the mediation from the date of this letter through the date of termination ofthe mediation are confidential; neither the mediator nor any Mediation Participant is permitted todisclose outside of the mediation any mediation communication unless and to the extent requiredto do so by applicable law, subpoena or other court or arbitral process; no person may introducein any of action, suit, arbitration, adversary proceeding or contested matter involving any of theDisputes (individually or collectively, "Litigation"! any evidence pertaining to any aspect of themediation effort; and no written communication by a Mediation Participant to the mediator shallwaive the work-product doctrine, to the extent applicable to such communication. However,information that is otherwise admissible or subject to discovery does not become inadmissible orprotected from discovery because of its disclosure or use in mediation. All mediation privilegesunder any applicable law shall protect mediation commimications throughout the entiremediation process. The disclosure by a Mediation Participant of privileged information to me asmediator or to another Mediation Participant does not waive or otherwise adversely affect theprivileged nature of the information. Without limiting the generality of the foregoing, theMediation Participants agree that they shall not rely on, or introduce as evidence in anyLitigation involving any of the Disputes (i) any views expressed or suggestions made by anotherMediation Participant with respect to a possible settlement of the Disputes, (ii) admissions madeby another Mediation Participant in the course of the mediation, (iii) proposals or views made byme as mediator, or (iv) the fact that another Mediation Participant had or had not indicated awillingness to accept a proposal for settlement, whether made by me as mediator or by anotherMediation Participant. Notwithstanding mediation confidentiality, I will be authorized to file anyreport regarding the status or results of the mediation that may be required by the Court or itslocal rules.

9. Communication with the Mediator. It is common practice for parties tomediation to have some exparte communication with the mediator, prior to the actual mediationsession and in caucus sessions during the mediation, and to provide the mediator with writtenmaterials in order to advance the mediator's understanding of the parties' disputes. Accordingly,to foster a clear and open channel of communication to the mediator, each Mediation Participantshould feel free to contact me at any time for the purpose of informing me of that party'simderstanding or views as to factual or legal matters relating to the Disputes or the conduct of themediation.

10. Disclosure of Mediator's Relationships. To the best of my knowledge, neither 1nor my law firm has any social or professional relationship with any Mediation Participantexcept as disclosed in prior emails to counsel. I do not believe that any of the relationships that 1have disclosed will affect my ability to serve impartially as a mediator with respect to theDisputes. By the signatures below of a party or such party's counsel, each Mediation Participantconfirms that none of my disclosures are disqualifying and will be deemed to haveacknowledged that there are no disqualifying conflicts of interest of the mediator based upon mydisclosures to date.


11. Future Representation/Service as Mediator or Arbitrator. By theiracceptance of the undersigned to serve as mediator, all Mediation Participants agree that neither Inor my law firm will be disqualified, solely by virtue of my service as mediator in thismediation, from future representation of (a) a party in a matter that is wholly unrelated to theDisputes and that is not adverse to the interests of the other party or (b) any client who is not aparty to the Disputes even if such client has an interest that is adverse to the interests of any ofthe Mediation Participants, as long as (i) the subject matter of the representation does not ariseout of or otherwise involve the same set of facts as are material to the Disputes and (ii) neither Inor my firm could be reasonably expected to use any material, confidential informationcommunicated to me during the course of the mediation by any Mediation Participant. Neither Inor my law firm will advise, counsel or represent any Mediation Participant in future mattersconcerning any of the Disputes or in connection with any Litigation of any of the Disputes. Inaddition, the parties agree that I will not be disqualified, by virtue ofmy service as mediator withrespect to the Disputes, from service in the future as a mediator on behalf of any pf the parties ortheir counsel in a matter unrelated to the Disputes or service as an arbitrator involving any of theparties or their counsel in a matter unrelated to the Disputes.

12. No Attorney-Client Relationship with Parties. Each Mediation Participantunderstands and agrees that no attorney-client relationship exists between any party and mebased upon any matters discussed, analyses offered, or recommendations made in the course ofmediation; I am not representing or providing legal advice to any Mediation Participant in thismediation; and each party is ably represented by legal counsel of such party's own choosing orhas knowingly and voluntarily elected to proceed without counsel.

13. Mediator Compensation. This will confirm that I will charge a rate of $620 perhour for preparation time and time spent at the mediation and will request reimbursement for allout-of-pocket expenses reasonably and necessarily incurred by me or my law firm as part of myservices. While I rarely employ the assistance of paralegals or associates in my firm to assist inmediation preparation, I reserve the right to do so in obtaining information about any of theChapter 11 cases fi"om the Court's docket or performing any legal research, which I will keep to aminimum and only in areas where I feel the need for follow up to any legal research disclosed bythe parties. Hourly rates for paralegals or associates would range from $215 to $250. All suchfees and expenses are collectively referred to as the "Mediator's Compensation." I will providecounsel for the parties with a detailed statement of the time expended and the expenses incurred.Out-of-pocket expenses that are anticipated to be incurred will primarily consist of copy charges.The Debtors will be jointly and severally liable for, and shall pay, the Mediator's Compensation.All checks in payment of the Mediator's Compensation should be made payable to the law firmof Parker, Hudson, Rainer & Dobbs LLP, and not be payable to me individually as the mediator.If at the request of the Mediation Participants the mediation efforts extend beyond the datescurrently scheduled for the in-person mediation, the Mediation Participants agree that themediator's fees and expenses may continue to accrue during and be payable for that period. Theparties stipulate and agree that any disputes regarding the Mediator's Compensation may bedetermined and enforced by the Court.

14. No Oral Settlement: Settlement Term Sheet. Notwithstanding any applicablelaw to the contrary, in no event shall any oral agreement or agreement in principle reachedduring the mediation conference be binding on any Mediation Participant, unless and until such

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agreement is reduced to a definitive written form of settlement agreement or binding term sheet(stating the intent of the parties that it be binding on them) that is duly executed by each party tobe bound by the terms thereof. It is essential to the consummation of a mediated settlement thatthe parties be in a position to execute a settlement agreement or binding term sheet at theconclusion of the mediation and prior to leaving the mediation venue. To that end, eachMediation Participant is requested to prepare a term sheet that describes the settlementconsideration, includes procedures and timing for implementation of the settlement, sets forthconditions precedent to the effectiveness of the settlement and releases (if any), and incorporatessuch other terms and conditions as the parties believe to be appropriate.

15. Governing Law; Enforcement. This letter shall constitute an agreement that isgoverned in all respects by, and construed and enforced in accordance with, the internal laws ofthe State ofGeorgia.

If I have inaccurately summarized or failed to confirm the understanding and agreementof the parties with respect to the logistics for and conduct of the mediation, the Mediator'sCompensation, or any other term or condition applicable to the mediation, please let me know atyour earliest convenience. I look forward to seeing each of you on February 26, 2018. In themeantime, ifyou have any questions or concerns, please do not hesitate to contact me.

Very truly yours.

C. Edward Dobbs

The above and foregoing is accepted and agreed to by the undersigned counsel, for themselvesand for and on behalf of their respective clients:

Jeffery W. CavenderStephen S. Roach(Co-Counsel for Debtors)

Daniel F. Blanks

Lee D. Wedekind, III(Co-Counsel for Debtors)

Peter J. Gurfein

Jon R. L. Dalberg(Co-Counsel for Equity Committee)

Jeffrey S. Chubak(Co-Counsel for Creditors Committee)


Brain A. Wainger Jacob A. Brown(Co-Counsel for Debtors) Mary Katherine Fackler

(Co-Counsel for Equity Committee)

Daniel F. Blanks Robert A. Heekin, Jr.Lee D. Wedekind, III (Co-Counsel for Creditors Committee)(Co-Counsel for Debtors)

The following parties, through counsel, may be attending the mediation conference and, if theyelect to attend, they will be called upon to execute this engagement letter, for themselves and onbehalfof their respective clients, in the space provided below:

Stephen D. Busey Matthew Troy(Co-Counsel for Ad Hoc Group) (Counsel for United States Department of

Justice)

Jennifer Feldsher Scott M. Grossman

David L. Lawton (Counsel for Secured Creditors/Equity Holders(Co-Counsel for Ad Hoc Group) Group)

John F. Isbell

(Counsel for DIP Lender)

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EXHIBIT B


UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

JACKSONVILLE DIVISION

www.flmb.uscourts.gov

In re: RMS TITANIC, INC., et al., Debtors. 1 ________________________________/

Case No.: 3:16-bk-02230-PMG Chapter 11 (Jointly Administered)

ORDER GRANTING JOINT MOTION FOR APPOINTMENT

OF MEDIATOR AND TO SCHEDULE MEDIATION

THIS CASE came before the Court on the Joint Motion (the "Motion")2 of the

Debtors, Equity Committee, and Creditors Committee for Appointment of Mediator

and to Schedule Mediation. Upon review of the Motion and consent of the Parties, it is

ORDERED:

1. The Motion is GRANTED.

1 The Debtors in the chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number include: RMS Titanic, Inc. (3162); Premier Exhibitions, Inc. (4922); Premier Exhibitions Management, LLC (3101); Arts and Exhibitions International, LLC (3101); Premier Exhibitions International, LLC (5075); Premier Exhibitions NYC, Inc. (9246); Premier Merchandising, LLC (3867); and Dinosaurs Unearthed Corp. (7309) (collectively, the "Debtors"). The Debtors' service address is 3045 Kingston Court, Suite I, Peachtree Corners, Georgia 30071. 2 Defined terms from the Motion are incorporated by reference herein.


2

2. The Debtors, Equity Committee, and Creditors Committee are directed

to mediation for possible resolution of any and all matters arising out of or related to

the Plan (as defined below), restructuring and liquidation options and alternatives to the

Plan, the sale of the Debtors' assets, and any related issues that the Parties agree to

mediate pursuant to mediation procedures set forth in M.D. Fla. L.B.R. 9019-2.

3. C. Edward Dobbs (the "Mediator") is hereby appointed as mediator.

4. The mediation shall begin at 9:00 a.m. on February 26 and 27, 2018 at

the offices of Troutman Sanders LLP, 600 Peachtree Street, NE #5200, Atlanta, GA

30308 and continue until recessed or terminated by the Mediator. The Mediator is

hereby authorized to resolve scheduling conflicts without further Order of the Court.

The Parties shall cooperate with the Mediator in all such matters. Two days (8 hours

each day) are set aside for this mediation; however, if time permits, the participants

shall be prepared to spend as much time as necessary to resolve these matters, or

continue the mediation conference at mutually convenient times and venues or by

telephone conferences, in each case until an impasse is declared by the Mediator.

5. Each party shall attend the mediation with counsel and the individual

client or corporate client representative with authority to agree to a mediated settlement.

6. The Parties shall comply with such requirements with respect to

mediation as may be imposed by the Mediator regarding pre-mediation conferences,

mediation submissions, or otherwise. Counsel for the Debtor shall obtain such

requirements and circulate them to counsel for the Parties within five (5) days of entry


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of this Order. Any confidential mediation statements and related documents (other than

those publicly available) provided to the Mediator should not be filed with the Court.

7. The Parties are authorized to include other interested parties and

potential stakeholders in the mediation, as they deem appropriate and upon their full

and complete agreement, in order to resolve as many issues as possible at the

mediation. Any such other interested party or stakeholder that participates in the

mediation shall be bound by the terms and conditions of this Order.

8. The Mediator's hourly rate for the mediation is $620 and the Mediator is

authorized to utilize an associate or a paralegal as needed at their standard hourly rate

to prepare for and conduct the mediation to the extent provided in the engagement

agreement attached as Exhibit B to the Motion (the “Engagement Agreement”). The

Debtors are hereby authorized to promptly pay the cost of mediation without further

order of this Court consistent with the terms of the Engagement Agreement, which

Engagement Agreement is hereby approved.

9. The Debtors are authorized to reimburse members of the Equity

Committee and Creditors Committee for the reasonable travel, lodging and other

expenses associated with participating in the mediation without further order of this

Court.

10. It shall be the responsibility of the Debtors' counsel to immediately

notify the Court and the Mediator, in writing, of any settlement.

11. The Court requests that within five (5) days following the conclusion of

the mediation, the Mediator file a mediation report indicating the identity of those


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parties present and whether the proceeding settled, was continued with the consent of

the parties, or whether the Mediator was forced to declare an impasse. Counsel for the

Debtors may file the mediation report for the Mediator once the Mediator completes the

same.

12. All discussions, representations and statements made in pre-mediation

conferences, in mediations submissions, and at the mediation shall be privileged as

settlement negotiations and nothing contained in the pre-mediation conferences and the

mediations submissions and nothing discussed, represented, stated or otherwise

communicated at the mediation related to the mediation shall be admitted at trial or

subject to discovery.

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Attorney Daniel F. Blanks is directed to serve a copy of this Order on all non-CM/ECF interested parties and file a proof of service within 3 days of entry of the Order.

~#4817-1016-9693~
