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Cedar Fair, L.P. - Consent Solicitation - Launch

Cedar Fair Announces Consent Solicitation for its Outstanding Notes

03 NOVEMBER 2023


Full announcement including disclaimers and offer restrictions available via Businesswire: Source: Cedar Fair


"SANDUSKY, Ohio--(BUSINESS WIRE)--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."


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"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."


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