Archive for December, 2009
From the Sandusky Register…
There’s just one shopping day left until Christmas.
But if you want to buy an amusement park chain with 11 amusement parks and six water parks, there’s still about 32 shopping days left.
Cedar Fair has 40 days from Dec. 16 — the day it signed an agreement to be acquired by an affiliate of Apollo Global Management — to consider other offers. That period runs through Jan. 25, said Stacy Frole, director of investor relations for Cedar Fair.
“It’s referred to as a go-shop period,” she said.
If you want a chance to buy Cedar Fair, you’d better have a lot of money.
Apollo has offered $11.50 per unit and is taking on all of Cedar Fair’s debt.
That adds up to a deal worth $2.4 billion, give or take a few pennies.
Some analysts suggest Apollo’s offer is a bit low.
Cedar Fair must win approval from at least two-thirds of the unitholders for the deal to go through.
George Andrew Karolyi, professor of finance and global business at Cornell University, said the offer seems fair. He noted that $11.50 is a 28 percent premium over the closing price when the offering came out.
“A typical premium in most of these types of transactions is 20 percent,” Karolyi said. “It’s hard to imagine in this environment people would price it up much higher than that.”
Karolyi said he assumes other companies are looking at whether to try to top Apollo’s offer.
The BlackStone Group, which like Apollo is a private equity company headquartered in New York City, bought SeaWorld Parks and Entertainment late this year. It completed the transaction Dec. 1.
“I’m sure they’re probably asking themselves whether they should make a move on this Cedar Fair investment,” Karolyi said. “I don’t see why they wouldn’t. If they are making a serious push in this business, then why not?”
Cedar Fair won’t comment on inquiries it receives, Frole said. Any expressions of interest or offers would go to Cedar Fair’s financial advisors, Rothschild and Guggenheim Securities, Frole said.
Assuming that a better offer doesn’t come along, unitholders will be mailed proxy statements in February that include a ballot to vote on the Apollo deal, Frole said.
The unitholders may mail their ballots in, vote using the Internet or vote over the telephone, Frole said.
Each unit represents one vote, and the deal with Apollo must be approved by owners of two-thirds of the outstanding units.
“It’s very important for everybody to vote,” Frole said. “Like an election, every vote matters.”
The board of directors and Cedar Fair’s management team are in support of the deal, Frole said, encouraging people to read the proxy statement when they receive it.
Filed by Jan. 8, the Securities and Exchange Commission will have 30 days to review the proxy statement before it’s mailed. When it’s filed, though, it will be a public document, available at the SEC’s Web site.
John Sprau, a unitholder involved in a civil lawsuit that seeks to halt the Apollo deal, said he looks forward to reading the proxy statement.
“I am kind of anxious to see where we’re going from here,” he said.
From The Morning Journal…
SANDUSKY — Even with new ownership, the roller coasters will rise again in May when Cedar Point opens its 2010 season, its top executive said.
This week the amusement park’s owner, Cedar Fair Entertainment Co., announced it will be bought by New York investment firm Apollo Global Management LLC. The acquisition made national news and will lead to changes on the company letterhead and its financial statements.
Cedar Point’s tangible assets will stay the same — Top Thrill Dragster will blast off, the Cedar Downs Racing Derby will spin and Snoopy will greet visitors around northern Ohio’s most famous Midway, said Dick Kinzel, chairman, president and chief executive officer for Cedar Fair Entertainment Co.
“The public won’t see any changes at all,” Kinzel said in an interview with The Morning Journal. “We’re going to be the same great quality and entertainment values that we had in the past.”
The only change that Cedar Fair will have is its financing, Kinzel said. The park’s money will come from Apollo Management Group, not the shareholders who buy and sell the publicly traded partnership units, he said.
“It’s business as usual,” he said. “It’s basically going to be the same company and if there was not a public event, most people wouldn’t even know it’s happening.”
Cedar Point next year will honor its group sales and season passes already sold, Kinzel said. The company also will keep its attitude of being a good corporate neighbor, he said.
“The involvement we have in the communities that we’re in is going to remain the same,” Kinzel said.
Sandusky will remain Cedar Fair’s corporate headquarters and the company will maintain its desire to be a good business neighbor, said Kinzel, who lives next to the park.
“Sandusky is our home,” Kinzel said.
“They would have to pry me out of here with bulldozers and dynamite,” he quipped. “Sandusky’s our home. It’s not only Cedar Fair’s home, it’s my home. This is it.”
Cedar Point visitors next year will get a new ride on Shoot the Rapids.
The new, 2,100-foot journey features a 85-foot tall hill, with a 45-degree drop, and another 49-foot drop to “shoot” through water rapids and rocks. The $10.5 million ride is the most expensive water ride Cedar Point has built, and it will carry about 1,200 riders an hour with 10-passenger boats taking three minute rides.
“All of our capital for next year is approved,” Kinzel said. “There’s going to be no changes to that.”
With two rollercoasters planned and smaller improvements spread out over Cedar Fair’s other parks, “it’s a $90 million package and that’s going to go ahead as planned,” he said.
Park officials will begin planning for the 2011 and 2012 seasons in February of next year, a typical schedule because some major rides are on the drawing board two or three years in advance, Kinzel said.
Cedar Fair will get a new board of directors, but Kinzel will stay on as chairman.
“Of all the discussions we’ve had, the main discussion was to get this contract done,” Kinzel said about the deal with Apollo Global Management.
The new members are not appointed yet, Kinzel said, although it may be possible to keep the company’s current leaders.
“They want management to stay in place,” Kinzel said. “I think I’ve got a great management team underneath me. They make me look good, they’ve made me look good for a long time. I think they want to keep that team in place.”
Earlier this year Cedar Fair sought buyers for its Valleyfair park in Minnesota and Worlds of Fun park in Missouri. Kinzel noted Cedar Fair had a “tremendous debt situation” to deal with this year and the company’s board wanted to solve that.
In October, Apollo Global Management approached Cedar Fair’s board about buying in, Kinzel said.
“We were approached by Apollo to see if we would be interested in doing this transaction,” Kinzel said. “They approached us on this. We didn’t solicit this at all.
“They certainly like the company,” Kinzel said. “They like the parks that we have, they like that the parks that we have make money.”
He conceded he still had much to learn about Apollo Global Management, which owns Norwegian Cruise Lines.
“They may see some synergies in there that we don’t know about,” Kinzel said.
From the Sandusky Register…
Cedar Fair’s CEO said Thursday visitors to the amusement park won’t notice many changes under new ownership.
“If we didn’t announce this, more than likely the public wouldn’t even know it took place,” Cedar Fair CEO Dick Kinzel said.
The park will complete work on its new attraction for 2010, the Shoot the Rapids water ride, and investment in the park will continue, Kinzel said. There will be no effect on ticket holders.
“We have about $90 million planned for capital next year across our 11 properties,” Kinzel said, referring to Cedar Fair’s spending for rides and improvements at its amusement parks in the U.S. and Canada, including Cedar Point. “None of that is going to be disrupted.”
He said he also plans to go forward with upgrading a section of Hotel Breakers. Work on that section, built in 1926, was supposed to be done last year but was postponed.
“This is our crown jewel,” Kinzel said, referring to Cedar Point. “This is where the majority of the capital investment goes.”
Kinzel said the company still has a tremendous population base in Ohio and 17 roller coasters at Cedar Point — more than anywhere else.
The park markets to about 22 million people.
“Hopefully, when the economy turns around, we’ll get back to the attendance numbers we were at back in the mid-90s,” he said.
Kinzel said he doesn’t think Cedar Fair’s new owners will force employee cuts that would impact service to visitors at Cedar Point.
“We had to make a lot of cuts during the operating season and there will be no cuts, no staffing changes as a result of this merger,” he said. “There’s really no other means of cutting without jeopardizing service or quality. That’s a point I’m going to stress today with our employees.”
All contracts will be fulfilled for vendors who do business with Cedar Point, he said.
Cedar Point will also continue to be involved in the community and be an asset to the city, he said.
Kinzel said he expects Apollo will allow Cedar Fair to continue investing in Cedar Point, keeping the amusement park fresh and exciting.
“Hopefully we can grow Cedar Point, bring more people in and continue to add rides and attractions,” Kinzel said. “I know we’re going to have to add rides and attractions, because this is a capital-intensive business.”
From the Sandusky Register…
While Cedar Fair’s ownership is about to change, many factors will stay the same. Kinzel said he is contracted to stay on as CEO and will have an option to extend his contract if he and the new owners of the company reach an agreement for an extension.
“If I had to guess, it would probably be in March of 2013 my contract would be up,” he told the Register in an exclusive interview Thursday.
Kinzel will serve as chairman of the new board of directors assembled by an affiliate of Apollo Global Management, if the deal worked out with the investment firm gets final approval. Apollo has agreed Cedar Fair’s headquarters will remain in Sandusky.
“We’re just a small spoke in their big wheel,” Kinzel said. “This is my home, and this is the home of Cedar Fair.”
On Wednesday, Cedar Fair, the parent company of Cedar Point, announced it reached an agreement with Apollo. The New York company owns many other companies, including AMC Entertainment, Harrah’s and Norwegian Cruise Lines.
Cedar Fair unitholders will be paid $11.50 for each unit. The deal is valued at about $2.4 billion, including the refinancing of about $1.6 billion in debt. It’s expected to be finalized by spring 2010.
The agreement in place gives Cedar Fair 40 days during which it may consider proposals from other companies.
By Thursday afternoon, the first batch of documents on the agreement were posted on the Securities and Exchange Commission’s Web site.
Kinzel said there would be no major cuts or staffing changes because Cedar Fair already chopped its payroll and expenses to cope with the downturn in the economy.
Employee benefits won’t change either, he said.
Apollo will advise on financial matters but will leave daily operations in the hands of Kinzel and his current executive team.
The company said the merger hinges on acceptance by holders of two-thirds of Cedar Fair’s outstanding units, regulatory approval and other conditions. Kinzel said unitholders will get a letter before the vote detailing specifics of the proposed transaction before the vote.
Kinzel and Peter Crage, Cedar Fair’s corporate vice president of finance and chief financial officer, both said they believe people who own Cedar Fair’s units will support the agreement once they learn more about it.
Cedar Fair was in talks with Apollo “for some time.”
“Apollo approached us,” Kinzel said. “We did not approach them.”
Cedar Fair Press Release
SANDUSKY, OHIO, December 16, 2009 — Cedar Fair, L.P. (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, announced today that it has entered into a definitive merger agreement to be acquired by an affiliate of Apollo Global Management, a leading global alternative asset manager.
Under the terms of the agreement, Cedar Fair unitholders will receive $11.50 in cash for each Cedar Fair limited partnership unit that they hold, representing a 43% premium over Cedar Fair’s volume weighted average closing unit price over the past 30 days and a 28% premium over the closing unit price on December 15, 2009. The transaction is valued at approximately $2.4 billion, including the refinancing of the Company’s outstanding indebtedness. Affiliates of J.P. Morgan, B of A Merrill Lynch, Barclays Capital Inc., UBS Investment Bank and KeyBanc Capital Markets have provided an aggregate $1.95 billion financing commitment in support of the transaction.
The board of directors of Cedar Fair has unanimously approved the merger agreement and has resolved to recommend that Cedar Fair limited partnership unitholders adopt the agreement.
Cedar Fair’s chairman, president and chief executive officer, Dick Kinzel, said, “We have considered a wide range of strategic alternatives over the past several years. After considering these strategic alternatives, we have concluded that the transaction with Apollo is in the best interest of our unitholders.”
“This transaction allows Cedar Fair unitholders to realize significant value from their investment in our Company over recent trading levels,” added lead director, Michael Kwiatkowski. “Apollo has a strong track record of growing businesses, and its desire to add Cedar Fair to its portfolio serves as a testament to our solid business model and the talent of our people.”
Aaron Stone, a Senior Partner at Apollo, said, “We are extremely pleased to be acquiring this premier amusement park operator. We look forward to partnering with Cedar Fair’s management team and employees to build on the many strengths of the Company. We are firmly committed to Cedar Fair’s continued growth as an industry leading amusement park operator.”
The merger is conditioned upon, among other things, the approval of holders of two-thirds of Cedar Fair’s outstanding units, the receipt of regulatory approvals and other closing conditions. Assuming the satisfaction of these conditions, the transaction is expected to close by the beginning of the second quarter of 2010. The merger agreement does not include a financing condition. Upon completion of the merger, Cedar Fair will become a private company, wholly-owned by an affiliate of Apollo Global Management.
Under the terms of the merger agreement, Cedar Fair may solicit alternative proposals from third parties for 40 days and will consider any such proposals. There can be no assurance that the solicitation of such proposals will result in an alternative transaction. In addition, Cedar Fair may, at any time, subject to the terms of the merger agreement, respond to unsolicited proposals.
Rothschild Inc. and Guggenheim Securities, LLC are the Company’s financial advisors, and Weil, Gotshal & Manges LLP and Squire, Sanders & Dempsey are its legal advisors. Wachtell, Lipton, Rosen & Katz and O’Melveny & Myers LLP acted as legal advisors and B of A Merrill Lynch, J.P. Morgan, Barclays Capital Inc., and UBS Investment Bank acted as financial advisors to Apollo Global Management in connection with the transaction.
About Cedar Fair
Cedar Fair is a publicly traded partnership headquartered in Sandusky, Ohio, and one of the largest regional amusement-resort operators in the world. The Company owns and operates 11 amusement parks, six outdoor water parks, one indoor water park and five hotels. Amusement parks in the Company’s northern region include two in Ohio: Cedar Point, consistently voted “Best Amusement Park in the World” in Amusement Today polls and Kings Island; as well as Canada’s Wonderland, near Toronto; Dorney Park, PA; Valleyfair, MN; and Michigan’s Adventure, MI. In the southern region are Kings Dominion, VA; Carowinds, NC; and Worlds of Fun, MO. Western parks in California include: Knott’s Berry Farm; California’s Great America; and Gilroy Gardens, which is managed under contract.
About Apollo Global Management
Apollo is a leading global alternative asset manager with offices in New York, Los Angeles, London, Singapore, Frankfort and Mumbai. Apollo had assets under management of over $51 billion as of September 30, 2009, in private equity, credit-oriented capital markets and real estate invested across a core group of nine industries where Apollo has considerable knowledge and resources.
Some of the statements contained in this news release (including information included or incorporated by reference herein) may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including statements as to the Company’s expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond the Company’s 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, we can give no assurance that such expectations will prove to be correct. Important factors could adversely affect the Company’s future financial performance and cause actual results to differ materially from the Company’s expectations, including uncertainties associated with the proposed sale of the Company to an affiliate of Apollo Global Management, the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction, the ability of third parties to fulfill their obligations relating to the proposed transaction, the ability of the parties to satisfy the conditions to closing of the merger agreement to complete the transaction and the risk factors discussed from time to time by the Company in reports filed with the Securities and Exchange Commission (the “SEC”). 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 correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information About This Transaction
This news release may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, the Company will file with, or furnish to, the SEC all relevant materials, including a proxy statement on Schedule 14A. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement will be mailed to unitholders of the Company. Investors and security holders will be able to obtain the proxy statement (when available) and other documents filed by the Company free of charge from the SEC’s website, www.sec.gov. The Company’s unitholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Investor Relations, Cedar Fair, L.P., One Cedar Point Dr., Sandusky, OH 44870, telephone: (419) 627-2233, or from the Company’s website, www.cedarfair.com.
The Company and its directors and executive officers and certain other members of its management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transaction. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with, or furnished to, the SEC when they become available.