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Q, FUN & SPECIAL MEETINGS, THE FUN CONTINUES


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Relatively quickly, a new chairman will most probably be appointed. And my guess is they will ignore the second resolution, even if it passes, UNLESS they were already attempting to get better refinancing terms. Both Six Flags and Cedar Fair are paying the same high interest rates on their major loans...and Six Flags has been bankrupt. One would think FUN could do better....

Now...don't ask me what's Q role is a year from now....I know it is either a or b most likely, but which?

a. Sold position and no longer holds any interest in Cedar Fair.

b. Holds even greater position in company and greatly influences strategic plan at Cedar Fair...

C is of course a possibility, though I doubt it:

C. Very little change from now...

And then there's D.

D. None of the above.

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Yeah. I`d imagine that the board will state that they appreciate the vote from the unit holders with regards to the cash distributions, but will continue with their already announced plans, as the best way to strengthen the company moving forward. I would be shocked if the vote actually passed for an increased distribution, and the board acted on it.

The next question is, how quickly will a new chairman be named? And since Kinzel is definitely on his way out, will the next CEO of Cedar Fair be from within the company or outside of the company?

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C. Thomas Harvie, who is an independent director at Cedar Fair Management, Inc. (note the name)...which means he was not a Cedar Fair insider before being selected. He is retired from Goodyear Tire and Rubber, where he was senior vice president, general counsel (and therefore a lawyer) and secretary.

See: http://www.goodyear....ios/harvie.html

and

http://www.reuters.c...cers?symbol=FUN

Note how far down that second linked page Mr. Harvie's bio is...which by itself should tell you something. In fact, other than the two people added at Q's insistence, he is last. He was not added to the Board until 2008, when Mr. Kinzel was first beginning to feel pressure to add independent directors. Other than Harvie and the lead independent director, Michael D. Kwiatkowski, the rest of the Board prior to Q's adds is composed of Cedar Fair insiders. Country club atmosphere, anyone? Though Mr. Harvie is younger than Mr. Kinzel, it ain't by much.

Note also that Cedar Fair Management, Inc. is the General Partner for Cedar Fair. The General Partner generally does not have to follow resolutions adopted by the limited partner's (Cedar Fair LP's) unit holders...except to the extent that the financial markets and the potential for pesky unit holder suits compel it to.

Oh, and don't believe how much Mr. Kinzel grossed in 2009? The figure is on that page...$4,098,180.00. That doesn't even include the $15,246,450.00 in options also on that page....(and during 2010, he bought 56,079 Cedar Fair units...at a total cost of $0.00)

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The FUN continues:

...ITEM 4. PURPOSE OF TRANSACTION.

Item 4 is hereby amended by adding at the end thereof the following:

On January 13, 2011, the Reporting Persons sent the following letter to the Issuer's Board of Directors:

Dear Board Members,

In the Sandusky Register on December 19th, Mr. Kinzel stated that he met Mr. Raynor "only once" and that Mr. Raynor did not show up at a second meeting. This is simply untrue. The first meeting was held on February 3rd in our office, from 9 to 11:15 a.m., and Mr. Raynor attended. The second meeting was held on April 15th, from 1 to 3 p.m., in our office and Mr. Raynor also attended. Several people from our office will testify under oath that Mr. Raynor was in that meeting.

Please advise Mr. Kinzel to refrain from misleading the press with clear fabrications, especially in the middle of our recent proxy contest. The SEC has rules against that.

Mr. Kinzel further likes to point out that Mr. Raynor personally has not visited the Cedar Fair parks. For the record, our two senior portfolio managers, who have been in charge of this investment since day one, have indeed visited various Cedar Fair parks including Cedar Point in Sandusky and have brought back with them detailed feedback. Mr. Raynor personally grew up going to theme parks and, with five children currently, has spent a great deal of time recently at various theme parks - including a very recent visit to Six Flags, which he enjoyed immensely. However, as the CEO of a firm with over 200 investments, it is impossible for him to visit the facilities of every company in which we have an investment. Our criticism of Cedar Fair has never been about how you run our parks - it has been about how you run our company.

We also understand from your comments after Tuesday's meeting that the board intends to abide by unitholders' wishes and separate the Chairman and CEO roles in accordance with the details of the resolution that just passed. However, it appears that you are considering ignoring the second resolution requiring that dividends become a priority over debt reduction despite this resolution's apparently receiving approximately 75% of the votes cast and despite the fact that it, as of last count, had over 49.4% of the votes.

Please be advised here and now that should you decide to ignore this second proposal for the absurd reason of missing this last approximately 0.7%, we will call yet another Special Meeting to vote on exactly the same resolution - this time our simple goal will be getting the vote count from 49.4% to 50.1%.

Though we would be dismayed on behalf of our fellow unitholders if the board were to fail to heed their clear wishes for a higher distribution, it pales against our outrage over the company's legal posturing that unitholders do not have a right to nominate directors of Cedar Fair. In the face of criticism of the board's governance by ISS and the embarrassment of commentary published in the New York Times, giving the company an "F" for corporate governance, one would think that this board would be looking for ways to enhance corporate governance, rather than sinking to new lows.

It is time for this board to take control of the company's legal policy and abandon its silly position that under Delaware law the power to elect the directors of this company does not include the power to nominate those same directors! If the board fails to seize this opportunity to make a simple gesture and do the right thing for its unitholders, we will not hesitate to call a Special Meeting shortly to vote on this point and will be amused to see how you try and justify your position to the unitholders you serve.

Very disappointed in your actions,

Q Funding III and Q4 Funding

UNITHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO SOLICITATION OF PROXIES BY Q FUNDING III, L.P., Q4 FUNDING, L.P. AND THEIR AFFILIATES FROM THE UNITHOLDERS OF Cedar Fair, L.P., FOR USE AT ITS NEXT MEETING OF UNITHOLDERS, WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WHICH WILL BE MAILED TO UNITHOLDERS OF Cedar Fair, L.P., AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE POTENTIAL PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS CONTAINED IN THE SCHEDULE 13D FILED BY Q FUNDING III, L.P., Q4 FUNDING, L.P. AND THEIR AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 2010, AS AMENDED, WITH RESPECT TO Cedar Fair, L.P. THAT SCHEDULE 13D AND ALL OF ITS AMENDMENTS ARE CURRENTLY AVAILABLE AT NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE.

Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: January 13, 2011

Q FUNDING III, L.P.

By: Prufrock Onshore, L.P.,

its general partner

By: J Alfred Onshore, LLC,

its general partner

By: /s/ Brandon Teague

Brandon Teague, Director of Trading

Q4 FUNDING, L.P.

By: Star Spangled Sprockets, L.P.,

its general partner

By: Excalibur Domestic, LLC,

its general partner

By: /s/ Brandon Teague

Brandon Teague, Director of Trading

GEOFFREY RAYNOR

By: /s/ Brandon Teague

Brandon Teague, as Attorney-in-Fact

for Geoffrey Raynor

http://www.sec.gov/A...cf13d011311.htm

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I must admit I am stunned this distribution proposal has gotten the number of votes it apparently has...a stern rebuke of current management is the ONLY way I can interpret it...as I do not subscribe to the theory that in effect borrowing money to distribute to unit holders as revenue is in any way a wise strategy...

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I agree. I thought that the distribution proposal would be defeated. And personally, I think the board would be wise to not raise the distribution, in order to better position the company for its long term future. It will certainly be an interesting ride in the coming days, weeks and months.

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Pay especial attention to that last paragraph and what would normally be called the complimentary close...

Stunned I am...

...It is time for this board to take control of the company's legal policy and abandon its silly position that under Delaware law the power to elect the directors of this company does not include the power to nominate those same directors! If the board fails to seize this opportunity to make a simple gesture and do the right thing for its unitholders, we will not hesitate to call a Special Meeting shortly to vote on this point and will be amused to see how you try and justify your position to the unitholders you serve.

Very disappointed in your actions,...

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The Sandusky Register interprets yesterday's SEC submission/Q letter to FUN:

..."Mr. Raynor personally grew up going to theme parks, and, with five children currently, has spent a great deal of time recently at various theme parks -- including a very recent visit to Six Flags, which he enjoyed immensely," it says.

The increasingly personal clash between Kinzel and Raynor has recently included Kinzel's repeated statements that Raynor has never visited a Cedar Fair park. According to Kinzel, Raynor said he visited Six Flags once and would never return.

http://www.sanduskyr...ully011410smxml

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Pay especial attention to that last paragraph and what would normally be called the complimentary close...

Stunned I am...

...It is time for this board to take control of the company's legal policy and abandon its silly position that under Delaware law the power to elect the directors of this company does not include the power to nominate those same directors! If the board fails to seize this opportunity to make a simple gesture and do the right thing for its unitholders, we will not hesitate to call a Special Meeting shortly to vote on this point and will be amused to see how you try and justify your position to the unitholders you serve.

Very disappointed in your actions,...

Well I am disappointed in Q for trying to take more money from the company that is trying to keep it's head above water and not fall victim of the same fate that Six Flags dealt with a year or so ago. Could things be better managed and better decisions made, probably. Oh, and by the way how much of the unit holders money is being throw out the window that could be distributed to them for legal fees and resources CF is having to use to deal with Q's accusations and threats. Seems to me Q is just greedy and not thinking of the long term. How about they compromise and ask for a smaller distribution this year and when more debt is paid off and the company is more stable next year ask for a higher distribution. That seems like a better option than running CF in the ground. How much do you calculate your shares will be worth then Q?

So is Q doing anything illegal here?

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I'm torn on this whole situation...

First, I don't agree with Q on an across the board increase of the distribution. Distributions are intended to share the profits of a corporation among its shareholders. EBITDA not withstanding, CF is still a highly leveraged company that should be doing everything it can to pay down the corporate debt. That's what's in the best long term interest of the organization, and as such--the unit holders.

But, I DO agree with Q's position on the separation of the Chairman/CEO roles and their general criticisms of Kinzel and his cronies. Everything current management does seems to indicate that they haven't made the mental and professional transition from a regional amusement park company to what is now an international entertainment company. The difference between the two requires different skill sets and expertise. I really don't believe that current management has that ability to operate on that level--as evidenced by searching only within the Sandusky business community to recruit a new chief legal counsel (as well as other podunk strategic decisions). You can't very well manage an international entertainment company when your world view & vision does not expand beyond the Sandusky city limits...

I thought this line in Q's letter was particularly entertaining: "Our criticism of Cedar Fair has never been about how you run our parks - it has been about how you run our company."

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In some regards, you must feel bad for the higher ups at Cedar Fair Entertainment Company. Their debt is due in large part to the purchase of five profitable, but admittedly overpriced amusement parks. Because the previous owners of said parks had neither treated their parks as nor intended their parks to be strictly "thrill parks," and because the new owners were not okay with that, four of the five underwent nearly immediate, rapid, large-scale expansions, adding new roller coasters, subtracting intellectual properties of the past, multiplying food prices, eliminating that which was not essential, and dividing food quality.

The Paramount Parks were making money. They were well-attended. And they seemed to have a very strong, stable, secure infrastructure. Cedar Fair paid a premium price for them (likely keeping that stability in mind), but quickly sought profit over performance, and ousted those who knew the parks best. What they didn't expect was that the economy would go the way it has at such a pivotal time in their ownership of those parks. With an aggressive "beef up" campaign in the former Paramount Parks, and without the key leaders who had presided over the parks during the previous eras (and perhaps worse, with many of them working for the competition), they have taken on massive amounts of debt, underhandedly attempted to short-change the stockholders out of desperation, and given the CEO raise after raise after raise.

I do not even begin to claim that Cedar Fair has "ruined" the parks. Far from it. Do I have questions about some decisions? Sure. Do I think priorities are off? Sure. Would I try to run the parks differently if I had the choice? Of course. But the problems are at the top, because they made a decision they thought would pay off in the long run. Because of the economy, it isn't paying off, so they're doing anything they can to make money (see, food prices) and it's alienating the clientele even more.

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In some regards, you must feel bad for the higher ups at Cedar Fair Entertainment Company. Their debt is due in large part to the purchase of five profitable, but admittedly overpriced amusement parks. Because the previous owners of said parks had neither treated their parks as nor intended their parks to be strictly "thrill parks," and because the new owners were not okay with that, four of the five underwent nearly immediate, rapid, large-scale expansions, adding new roller coasters, subtracting intellectual properties of the past, multiplying food prices, eliminating that which was not essential, and dividing food quality.

The Paramount Parks were making money. They were well-attended. And they seemed to have a very strong, stable, secure infrastructure. Cedar Fair paid a premium price for them (likely keeping that stability in mind), but quickly sought profit over performance, and ousted those who knew the parks best. What they didn't expect was that the economy would go the way it has at such a pivotal time in their ownership of those parks. With an aggressive "beef up" campaign in the former Paramount Parks, and without the key leaders who had presided over the parks during the previous eras (and perhaps worse, with many of them working for the competition), they have taken on massive amounts of debt, underhandedly attempted to short-change the stockholders out of desperation, and given the CEO raise after raise after raise.

I do not even begin to claim that Cedar Fair has "ruined" the parks. Far from it. Do I have questions about some decisions? Sure. Do I think priorities are off? Sure. Would I try to run the parks differently if I had the choice? Of course. But the problems are at the top, because they made a decision they thought would pay off in the long run. Because of the economy, it isn't paying off, so they're doing anything they can to make money (see, food prices) and it's alienating the clientele even more.

You have pretty much spoke my thoughts, I wonder how offen CF and KI read boards like this because they could benefit from KIC's speak our mind mentality (no offense, I too is guilty of that one!) and maybe this would help them improve more and know some more finer details of what CF and KI need to fix.

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"Our criticism of Cedar Fair has never been about how you run our parks - it has been about how you run our company."

Again, though, Q's extremely vocal complaints aren't about how the parks are operated, but rather the leadership/vision at the corporate level. There's much more to successfully running a publicly traded company the size of Cedar Fair than just operations. (Even if the chairman/president/CEO has confessed to being "an operations guy--not a finance guy.")

To be honest, other than the food service issues (price & quality-with the two not evening being close to on par...), my casual observation is that CF parks are operated as good as they ever have been. I'll even go a step further and say that IMHO, the former Paramount Parks are actually operated better now than they were before, at least in terms of cleanliness & ride crew behavior/efficiency.

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Q Investments seems like a schoolyard bully to me, trying to beat up on CF to get their way. And when they don't get their way they go crying to the media with personal attacks. Now, it's been quite a while since I've taken a math class, but last time I checked, 49.4% does not make a majority. So like it or not Q, you haven't gotten your way so far.

Like others on here, I disagree with Q's proposal to increase the dividends. Sure, it makes sense for the benefit of Q's hedge fund investors, but not for the long term good of the company. If Q intends to hold onto their shares for any length of time, I would think that the long term benefit of the company would be a priority. Their call to increase the dividends to me screams that they're in it for the short term, then they'll bail out and dump the CF shares once the company's in worse shape than it is now. I hope that if it does go to yet another vote, CF shareholders will see through this and are prudent enough to vote against it.

The sad thing is, CF probably wouldn't be having these troubles with Q had it not been for the Apollo deal, which is when Q entered the picture. So in a way, I guess CF brought this upon themselves.

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The Motley Fool: This Week's Five Dumbest Stock Moves:

...3. Adding injury to insult

Investors don't always know best.

In a shocking blow to Cedar Fair's (NYSE: FUN) management, investors stripped CEO Dick Kinzel of his chairmanship during a special vote this week. I'm fine with that. I was questioning Kinzel's leadership before questioning Kinzel was cool.

However, the real baffling vote -- which the company said was still "too close to call" -- was an investor mandate for Cedar Fair to prioritize chunky quarterly distributions over paying down its debt.

That's insane. Kinzel venom is one thing, but why wouldn't the thrill park operator hack away at its debt if feasible? Haven't these investors seen what happened at its flag-waving rival when it let its long-term debt grow out of control? Park sales, budget cuts, and eventually bankruptcy reorganization.

Yield to reason, investors....

http://www.fool.com/...tock-moves.aspx

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Nothing really new here at The Toledo Blade, but the article sure does give the impression that the 49.4% vote on the second proposal is the final figure (Q's January 13 letter to FUN's Board of Directors didn't really say that):

http://toledoblade.c...7/-1/business03

http://www.tradingmarkets.com/news/stock-alert/fun_qilff_cedar-fair-investor-threatens-new-session-1425127.html

From the Q letter to FUN (see post 157 ):

...However, it appears that you are considering ignoring the second resolution requiring that dividends become a priority over debt reduction despite this resolution's apparently receiving approximately 75% of the votes cast and despite the fact that it, as of last count, had over 49.4% of the votes....
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Yet another take on Q's mysterious wording as to the vote percentage:

http://morningjourna...wmode=fullstory

Note that there were three full business days after the 11th, and yet we still have heard not another peep from FUN about the vote count. One cannot help but wonder whether this means the proposal passed and FUN is trying to figure out what to do next. Had it not passed, I'd think they would have rushed to the hilltops to trumpet the news (or at least to TGIFridays!). Perhaps the count is still not done, though I doubt that....remember, a precise count of just how badly the proposed Apollo sale was trounced was never publicly announced...nor even so far this time of by what margin unit holders passed the independent Chairman/separation of Chairman/CEO proposal...Transparency? Whose company is it? Or is it, like Q has stated, a country club atmosphere over there in Sandusky?

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I am wondering why Q is pushing for these dividends so much. Sure, everyone wants to make more money, but what's more important here - making unitholders richer or paying off debt and staying out of bankruptcy?

I also love the name of one of those general partners - "Star Spangled Sprockets, LP". It looks like they're all a bunch of dummy companies that serve little purpose except to fulfill requirements in regards to the Limited Partnership setup.

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It is important to remember that were it not for Q's ardent role in fighting the proposed "Apollo" merger, virtually no one would have the luxury (well, I am sure it is not a luxury for the Kinzel family) of worrying about any of this. You see, had the Kinzel family had its way, virtually all of the rest of the unit holders would have sold their units for $11.50 a share. Any value unlocked since (and I submit a great deal of the value the market now sees in FUN has been caused by the mere prospect of bringing in new, independent management) would have gone mostly to Apollo and partly to the Kinzels (and a very few select other insiders):

^ I think there's a very valid point here...whereas the $11.50/unit price represents a moderate premium on what the stock has been trading at lately, the fact is most CF unit holders did not buy in at these bargain basement prices. I'm guessing (and this is just "gut") that most CF unit holders came in at a price well north of $15--which means this buyout will result in a significant loss per unit for a good chunk of investors.

True, but I think $11.50 is a pretty attractive price considering some of the alternatives.

Attractive? Hardly. I'm sorry but even just a few months ago FUN was trading upwards of $12. Yes, there are other (possibly worse) alternatives, but to call $11.50 attractive is laughable.

$11.50

$12.00

$18.02

Or...approximately $358.73 million in unit holder value above the proposed Apollo transaction price....so far....more than $350 million theoretically in unit holders' pockets (only if they sell) that otherwise would have gone into the pockets of Apollo, the Kinzels, a few select others...or, arguably, into improving the parks (or possibly even other Apollo properties).

Also remember it cost Cedar Fair big money to get out of that Apollo deal. Those who criticize Q for causing the company expenses in these meetings, votes, ads, etc., also need to ask themselves at least one thing. As FUN's various representatives have pointed out several times recently, these resolutions are supposedly non-binding. And legally, on paper, they are. Why is FUN taking them so seriously? Actually, far more importantly, why is Cedar Fair Management, Inc., taking them so seriously? Cedar Fair Management, Inc., can completely and totally ignore unit holder resolutions. Heck, it doesn't even let Cedar Fair LP unit holders nominate directors. Director elections at Cedar Fair are much like the old Soviet "elections." We are voting on 3 candidates for the Board of Directors, three will be elected, and your choices are A, B, and C. That is how it works.

So, given all that, why is Q fighting so hard for a distributions proposal that is non-binding, arguably not in the best interests of Cedar Fair LP, and perhaps short sighted? And why is Cedar Fair Management, Inc. (for THAT is who is calling the shots, the general partner) fighting it just as ardently? I have three theories:

* Q is doing everything possible to discredit, embarrass, humiliate and cajole one Richard Kinzel into retiring.

* Q knows that many of the unit holders have relied on those distributions for day to day income in the past. FUN units had been like A T & T stock...widows and older people, particularly around Northern Ohio and Southern Michigan, knew how conservatively the company was run (and it was), how reliable a producer of income it was (and it was), and how reliable the future distributions seemed to be (and they did), and bought units and depended on that reliable income stream in order to finance their dotage. Unfortunately many of those HAD to sell when the distributions were halted, which leads us in part to reason three:

* Borrowing costs really are a record low right now. Those with good credit can borrow relatively cheaply. It would indeed make sense to borrow to get those people their distributions, but more importantly, it might also make possible refinancing (the terms of FUN's current financing have never been totally disclosed). That last deal FUN got appears to be a stinker. The interest rates are atrociously high and indicate very high risk, as if the company was on bankruptcy's door...in fact they are the same exact interest rates that SIX is currently paying...Reopening the loans to pay higher distributions might well give FUN a reason to go ahead and attempt to get lower rates (perhaps from other lenders) while it is at it....

A final thought in this regard. Perhaps Q is up to far more than just a couple of unit holder resolutions....gaining control of an LP/General Partnership is very, very difficult. Ousting the general partner is nearly impossible. Allow me to point out something here...If the Apollo transaction had gone through and Mr. Kinzel was let go, he was to get, if memory serves, $20 million. Mr. Kinzel is supposedly to retire as Chairman in January of next year...What did he get last year when the Apollo transaction did NOT go through, one he and his Board unanimously recommended? According to many sources, more than $4 million in compensation and $15 million in options....

And oh, those company names like Star Spangled Sprockets? Not at all unusual...Apollo's acquisition companies have similar names, whether the target is a partnership or not. You see, the life of a corporate finance mergers and acquisitions attorney is a relatively boring one most of the time, and one must get their jollies where they can!

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Yeah, why the delay in announcing anything? Are they trying to figure out exactly what their next move will be? They do have a date when they have to figure out what they are going to do, and that is when they have their conference call in the middle of February. What will they decide to do if it did indeed pass? Increase the distributions?

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I may be wrong, but it sure seems the delay is indicative that both resolutions passed...and they are indeed trying to figure out what to do next. If past is prologue, I don't expect Q to tolerate this delay much longer. Perhaps we will hear something tomorrow. Or perhaps Duffield Milkie is golfing in Africa or something...

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