Until its recent bankruptcy filing, Vantage Travel operated a small fleet of ships worth tens of millions of dollars.
One might think that those vessels would be a target of former customers owed a staggering $108 million for trips never taken.
But the five ships are not actually owned by Vantage. They are owned by companies controlled by Vantage founder and owner Hank Lewis and leased to Vantage for European river cruises and trips elsewhere around the world, according to bankruptcy filings.
The close affiliation of Vantage and Lewis’s ship-owning companies has raised questions among Vantage creditors, their lawyers, and others about whether the ships should be treated as assets in Vantage’s ongoing bankruptcy case. Vantage says in court filings that it only has about $1 million in assets and that “it is extremely unlikely that there will be assets available to pay even a fraction” of the amount owed to customers.
But that could change if the assets of Lewis’s various companies are consolidated with Vantage’s assets in bankruptcy court.
Bankruptcy law allows such consolidations, but only for good cause, such as fraud or comingling of funds, according to Francis C. Morrissey, a bankruptcy lawyer and Boston University adjunct law professor.
“A bankruptcy judge has the discretion to consolidate assets, but only after a fact-intensive investigation into the relationship of the various entities,” he said.
There has been no filing in the Vantage case asking for consolidation of assets. But the relationship between Vantage and Lewis’s other companies has caught the attention of Eric K. Bradford, counsel to the Office of US Trustee, a Department of Justice office whose role is to enforce bankruptcy laws.
In filings before Judge Janet E. Bostwick in US Bankruptcy Court in Boston, Bradford wrote that the various companies affiliated with Vantage, including the ship-owning ones, “are owned through trusts that are, in turn, controlled by [Vantage’s] sole director, Mr. Henry R. Lewis.”
“Several of these affiliates hold controlling interests in other affiliates that, in turn, own river vessels,” he wrote.
“Transactions with insiders must be carefully scrutinized,” Bradford wrote.
But Vantage has provided too little information about its relationship with those companies, Bradford wrote.
“Many questions cannot be answered based” on Vantage’s filings to date, Bradford wrote. “For example, where did the $108,714,003.19 in consumer deposits go?”
Bradford wrote that “grounds may exist” for the bankruptcy court to replace the current management of Vantage with a court-appointed trustee. Vantage is no longer booking or operating trips, but it has kept several high-level employees on the payroll to act on behalf of the company while bankruptcy proceedings continue.
“The appointment of a trustee may be the only means of examining [Vantage’s pre-bankruptcy] transactions with Mr. Lewis and his trusts,” he wrote.
Ronald W. Dunbar Jr., a lawyer who represents customers, said in an interview that “I’m looking closely at the assets of the affiliates and of Mr. Lewis himself to see if there is good cause to bring those into the bankruptcy estate for the benefit of creditors.”
Robert Hert, co-founder of a group of Vantage customers, said his group has submitted a petition signed by 500 people asking for the appointment of a committee of customers to participate in the proceedings.
“We hope a full-scale investigation will be launched into what happened to all the advance payments made by consumers for tours and cruises that never operated,” he said in a press release. “This should include thorough financial forensics into Vantage Travel, its affiliates, and owner Henry R. Lewis.”
Even if the ships were to be subjected to bankruptcy proceedings it’s not clear how much equity, if any, Lewis’s companies have in them. In an email responding to questions from the Globe, a Lewis representative said the ships are heavily mortgaged.
Deirdre Dirkman, Vantage executive vice president, also said in the email that “Vantage revenues were not used to acquire” the ships. She did not say how much, if any, equity the Lewis ship-owning companies have in the ships.
“The structure of having vessels owned by a separate entity and chartered to the trip operator is common throughout the travel industry,” she said.
But that appears to be at odds with an October 2021 press release in which the company said it “owns and operates its own fleet of luxurious river cruise ships” and was adding to its fleet the oceangoing Ocean Explorer, with plans to add another oceangoing ship. (The Ocean Odyssey was launched one year later.)
The Ocean Explorer, when it was christened in 2021 in Boston Harbor, was described in a Globe story as a “$70 million” ship.
At the time it filed for bankruptcy in late June, Vantage listed more than $170 million in liabilities and only $1 million in assets. No ships were listed as assets.
Bankruptcy proceedings are intended to allow creditors like Vantage customers to get at least a portion of what is owed to them from a bankrupt company’s remaining assets.
Vantage, a Boston travel mainstay for decades, wants court approval to sell “substantially all” of its assets to United Travel Pte. Ltd., based in Singapore, for an agreed upon $1 million.
Under the proposed agreement, Vantage would sell its customer list to United Travel for that amount. The list, which includes the names and contact information of 3.7 million past and prospective customers, is described by Vantage as its only remaining asset.
If the sale goes through, United Travel would offer customers who are owed refunds a maximum 20 percent credit for future trips with the company, according to the terms of the proposed sale.
An estimated 6,000 customers are owed refunds of about $18,000 each.
It has been a stunning downfall for Vantage, a once well-regarded, high-end international travel company that specialized in tours for relatively small groups.
As recently as 2019, Vantage offered customers a menu of 65 river and ocean cruises and land excursions around the world. It operated about 500 tours annually. At one time it employed about 70 people.
Vantage pointed to the COVID pandemic as a source of its troubles, saying its revenues plummeted from $130 million in 2019 to $10 million in 2020, the first year of the pandemic. (It received $4.3 million in federal payroll protection program grants, the filings say.)
As its finances worsened, Vantage used “cash reserves generated by pre-pandemic bookings to fund its working capital needs,” the filings say.
“[Vantage’s] finances have continued to decline, and its cash reserves have been exhausted,” the filings say.
Dating back to at least 2021, Vantage customers have complained of getting the runaround when they demanded refunds. The Globe published a story in 2021 about two local couples who had been fighting for about 18 months for $46,000 owed to them by Vantage for a canceled safari to Africa. (After the Globe got involved on their behalf, Vantage refunded the couples’ money.)
Since 2020, more than 1,150 customers have filed consumer complaints against Vantage with the office of Attorney General Andrea Joy Campbell.