Cedar Fair, L.P. (NYSE: FUN) (the “Company”), a leader in
regional amusement parks, water parks, and immersive entertainment,
together with its wholly owned subsidiaries as co-issuers (together
with the Company, the “Co-Issuers”), today announced a solicitation
of consents (“Consent Solicitation”) from the holders (the
“Holders”) of its 5.375% Senior Notes due 2027 (the “2027 Notes”),
5.250% Senior Notes due 2029 (the “2029 Notes”), 5.500% Senior
Secured Notes due 2025 (the “2025 Notes”) and 6.500% Senior Notes
due 2028 (the “2028 Notes” and, together with the 2027 Notes, the
2029 Notes and the 2025 Notes, the “Notes”) commencing on November
3, 2023 for the adoption of certain proposed amendments described
below (the “Proposed Amendments”) to the indentures governing the
Notes (the “Indentures”).
As previously disclosed on November 2, 2023, the Company and Six
Flags Entertainment Corporation (“Six Flags”) entered into a
definitive merger agreement (the “Merger Agreement”) to combine in
a merger of equals transaction (the “Merger”). The obligations of
the Company, Six Flags and the other parties to the Merger
Agreement to consummate the Merger in accordance with the terms
thereof are not conditioned on a successful completion of the
Consent Solicitation. The Merger will not constitute a Change of
Control under and as defined in the Indentures.
The Proposed Amendments seek to amend the Indentures to enable
the Co-Issuers to select November 2, 2023, the date the Merger
Agreement was entered into, as the testing date for purposes of
calculating, with respect to the Merger and related transactions,
any and all ratio tests under the Indentures, including (i) the
5.50 to 1.00 total indebtedness to consolidated cash flow ratio
test, (ii) in the case of the 2027 Notes, the 2029 Notes and the
2028 Notes, the 3.75 to 1.00 consolidated secured indebtedness
leverage ratio test, and (iii) in the case of the 2025 Notes, the
3.75 to 1.00 consolidated first lien leverage ratio test, each of
which is satisfied when tested on November 2, 2023. Specifically,
as of September 24, 2023 (the relevant date of determination when
using a November 2, 2023 testing date), the total indebtedness to
consolidated cash flow ratio was 4.32 to 1.00 and, after giving pro
forma effect to the Merger, the total indebtedness to consolidated
cash flow ratio would have been 4.81 to 1.00. As of September 24,
2023, the consolidated secured indebtedness leverage ratio and
consolidated first lien leverage ratio were each 1.87 to 1.00 and,
after giving pro forma effect to the Merger, the consolidated
secured indebtedness leverage ratio and consolidated first lien
leverage ratio would have been 1.82 to 1.00.
The record date for the Consent Solicitation (the “Record Date”)
is 5:00 p.m., New York City time, on November 2, 2023. The Consent
Solicitation will expire at 5:00 p.m., New York City time, on
November 9, 2023, unless extended by the Co-Issuers in their
discretion (such date and time, as the same may be extended, the
“Expiration Date”).
If the Holders of a majority in aggregate principal amount
outstanding of a series of Notes (the “Required Consents”) validly
deliver consents to the Proposed Amendments on or prior to the
Expiration Date and do not validly revoke such consents prior to
the Revocation Deadline (as defined below), and all other
conditions to the Consent Solicitation have been satisfied or
waived by the Co-Issuers on or prior to the Expiration Date, the
Company expects that the Co-Issuers, the guarantors party to the
Indentures, the indenture trustee, and the collateral agent, as
applicable, will execute one or more supplemental indentures (the
“Supplemental Indentures”) effecting the Proposed Amendments with
respect to such series of Notes (such time of execution, the
“Consent Effective Time”). The Supplemental Indentures will be
effective immediately upon execution thereof as to all Holders of
such series of Notes, whether or not a Holder has delivered a
consent. The earlier to occur of the Consent Effective Time and the
Expiration Date is referred to as the “Revocation Deadline.” The
Proposed Amendments will not become operative with respect to any
series of Notes until the Consent Payment (as defined below) for
such series of Notes has been paid, which is expected to occur (if
at all) upon or immediately prior to consummation of the Merger.
Consents to the Proposed Amendments may be revoked at any time
prior to the Revocation Deadline, but not thereafter. Once a
Supplemental Indenture is effective, all previously delivered
consents given in respect of the applicable series of Notes may not
be revoked.
Subject to the terms and conditions set forth in the Statement,
Holders who validly deliver (and do not validly revoke) consents to
the Proposed Amendments in the manner described in the Statement
will be eligible to receive an aggregate cash payment (the “Consent
Payment”) of $2.50 per $1,000 principal amount of 2027 Notes, $2.50
per $1,000 principal amount of 2029 Notes, $1.25 per $1,000
principal amount of 2025 Notes and $2.50 per $1,000 principal
amount of 2028 Notes, in each case for the benefit of the Holders
of such series of Notes on the Record Date that have validly
delivered a consent to the Proposed Amendments on or prior to the
Expiration Date and not validly revoked their consent prior to the
Revocation Deadline. If the Required Consents for a series of Notes
are not delivered, no Holder of such series of Notes, including
Holders who have validly delivered their consent, will be eligible
to receive the Consent Payment for such series of Notes. Holders of
Notes for which no consent is delivered will not receive the
Consent Payment, even though the Proposed Amendments, once
effective, will bind all Holders of such series of Notes and their
transferees.
The Consent Payment is subject to customary conditions and will
only be payable upon and subject to the occurrence of, among other
things, the receipt of the Required Consents, in each case in
accordance with the terms and conditions set forth in the consent
solicitation statement dated the date hereof (the “Statement”). If
payable, any Consent Payment will be paid upon or immediately prior
to consummation of the Merger, and the Proposed Amendments will not
become operative unless the Consent Payment is made.
The Co-Issuers reserve the right to modify the Statement and the
terms and conditions of the Consent Solicitation or to terminate
the Consent Solicitation, in each case with respect to any series
of Notes, at any time.
Goldman Sachs & Co. LLC is the solicitation agent in the
Consent Solicitation and Global Bondholder Services Corporation has
been retained to serve as the information, tabulation and paying
agent. Persons with questions regarding the Consent Solicitation
should contact Goldman Sachs & Co. LLC at (toll free) 1 (800)
828-3182 or (collect) (212) 902-5962 or by e-mail at
GS-LM-NYC@gs.com. Requests for the Statement should be directed to
Global Bondholder Services Corporation, at (toll free) (855)
654-2015, (banks and brokers) (212) 430-3774, by facsimile (for
Eligible Institutions only) at (212) 430-3775/3779 or by email to
contact@gbsc-usa.com.
None of the Company, the solicitation agent, the information
agent, the tabulation agent or the indenture trustee or any of
their respective affiliates is making any recommendation as to
whether Holders of the Notes should deliver consents in response to
the Consent Solicitation. Holders must make their own decision as
to whether to deliver consents.
This press release is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
security. This announcement is also not a solicitation of consents
with respect to the Proposed Amendments or otherwise. The Consent
Solicitation is being made solely through the Statement referred to
above and related materials. The Consent Solicitation is not being
made to Holders of Notes in any jurisdiction in which the Company
is aware that the making of the Consent Solicitation would not be
in compliance with the laws of such jurisdiction. In any
jurisdiction in which the securities laws or blue sky laws require
the Consent Solicitation to be made by a licensed broker or dealer,
the Consent Solicitation will be deemed to be made on the Company’s
behalf by the solicitation agent or one or more registered brokers
or dealers that are licensed under the laws of such jurisdiction.
Neither the Statement nor any documents related to the Consent
Solicitation have been filed with, or approved or reviewed by, any
federal or state securities commission or regulatory authority of
any country. No authority has passed upon the accuracy or adequacy
of the Statement or any documents related to the Consent
Solicitation, and it is unlawful and may be a criminal offense to
make any representation to the contrary.
About Cedar Fair
Cedar Fair (NYSE: FUN), one of the largest regional
amusement-resort operators in the world, is a publicly traded
partnership headquartered in Sandusky, Ohio. Focused on its mission
to make people happy by providing fun, immersive, and memorable
experiences, the Company owns and operates 13 properties,
consisting of 11 amusement parks, four separately gated outdoor
water parks, and resort accommodations totaling more than 2,300
rooms and more than 600 luxury RV sites. Cedar Fair’s parks are
located in Ohio, California, North Carolina, South Carolina,
Virginia, Pennsylvania, Minnesota, Missouri, Michigan, Texas and
Toronto, Ontario.
Forward-Looking Statements
Some of the statements contained in this news release that are
not historical in nature constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including
statements as to the Company’s expectations, beliefs, goals,
strategies regarding the future, the completion of the Consent
Solicitation, the satisfaction of any conditions relating to the
payment of the Consent Payment and the potential completion of the
Merger. These estimates, projections, and other forward-looking
statements, including our calculation of the Total Indebtedness to
Consolidated Cash Flow Ratio, Consolidated Secured Indebtedness
Leverage Ratio and Consolidated First Lien Leverage Ratio after
giving pro forma effect to the Merger, may involve risks and
uncertainties that are difficult to predict, may be beyond our
control and could cause actual results to differ materially from
those described in such statements. Although the Company believes
that the expectations reflected in such forward-looking statements
are reasonable, it can give no assurance that such expectations
will prove to be correct. Important factors, including general
economic conditions, the impacts of public health concerns, adverse
weather conditions, competition for consumer leisure time and
spending, unanticipated construction delays, changes in the
Company’s capital investment plans and projects and other factors
discussed from time to time by the Company in its reports filed
with the Securities and Exchange Commission (the “SEC”) could
affect attendance at the Company’s parks and the Company’s growth
strategies, and cause actual results to differ materially from the
Company’s expectations or otherwise to fluctuate or decrease.
Additional information on risk factors that may affect the business
and financial results of the Company can be found in the Company’s
Annual Report on Form 10-K and in the filings of the Company made
from time to time with the SEC. The Company undertakes no
obligation to publicly update or revise any forward-looking
statements, whether a result of new information, future events,
information, circumstances or otherwise that arise after the
publication of this document.
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version on businesswire.com: https://www.businesswire.com/news/home/20231103334270/en/
Investor Contact: Michael Russell, 419.627.2233 Media Contact:
Gary Rhodes, 704.249.6119 Alternate Media Contact: Andrew Siegel /
Lucas Pers, Joele Frank, 212.355.4449
Six Flags Entertainment (NYSE:FUN)
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