The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 At this point, it's hard to tell. There is a serious argument to be made that if Mr. Kinzel & Co. did in fact meet with Avenue Capital (management's proposed financier in the Six Flags bankruptcy) and did not disclose that in the proxy statement, which they did not, there was not a fair and adequate disclosure made to the unitholders about the company's prospects absent or with the merger... One is also led to wonder about the effect of this postponement, if any, on certain debt covenants the company faces which may or may not have been waived conditional upon certain results that were anticipated tomorrow. Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted March 16, 2010 Share Posted March 16, 2010 I was wondering the same exact thing as well, although I did not post that in my above post. It will be interesting to see how the market reacts to this news tomorrow and what direction the unit price travels. Quote Link to comment Share on other sites More sharing options...
coasterwhore Posted March 16, 2010 Share Posted March 16, 2010 i didnt mean to come across as cf hates ki. they did give us cool stuff. lets try this cf had good intentions when they bought ki. they stripped down the park to run a smaller budget and cut costs. i just think that maybe if you put a gun to cedair fair and said pick ki or cf cf wins. its to much for them to handel and i wish Cedar Fair would do the right thing and let ki go Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 Ah, but to whom? Things can always go in a very unpredictable way... Quote Link to comment Share on other sites More sharing options...
KIfan1980 Posted March 16, 2010 Share Posted March 16, 2010 031610 POSTPONED: I guess Jackson will now have to listen to his teachers all day tomorrow instead of checking KIC on his droid My analysis of this, albeit still a guess, is that it means that Apollo is not planning to go away quietly (Recall a no vote would leave them with a nice multi-million $ parting gift). It will be interesting to see if an updated offer is made by Apollo whether it is announced with the support of Q and/or Neuberger Berman. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 But, but, but... One must remember Mr. Kinzel and a few others get very nice packages if this deal passes. They, perhaps more than anyone, want this to happen. They will do whatever they can to get this to pass. In the alternative, if Apollo is considering raising its bid, normally a new proxy is issued...and that takes time, as well.... Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted March 16, 2010 Share Posted March 16, 2010 Do they have to send out new proxies now anyway since they rescheduled the vote date? Or at the very least, send out a new letter to all unit holders notifying them of the new vote date? And secondly, does this impact the previously established record date as to which unit holders can vote on this agreement? Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 I would be VERY surprised if it affects the record date. It would not surprise me at all if they send out new proxies trying to get unit holders to change their votes. Quote Link to comment Share on other sites More sharing options...
KIfan1980 Posted March 16, 2010 Share Posted March 16, 2010 But, but, but... One must remember Mr. Kinzel and a few others get very nice packages if this deal passes. They, perhaps more than anyone, want this to happen. They will do whatever they can to get this to pass. In the alternative, if Apollo is considering raising its bid, normally a new proxy is issued...and that takes time, as well.... Wow, a "But, but, but..." from Terpy, I really must have been wrong this time! I understand Mr. Kinzel and others have a lot riding on this deal passing, however, I'm going with the simple percentages and logic. - Q and N-B seem to own/control enough units to block this deal unless almost every other unit is voted in favor - Why would people vote in favor of selling units for $11.50 now when they could have sold at >$12 very recently - If Apollo wanted to walk, they would push to have the vote and walk The result of this to me is that Apollo remains interested and plans to raise the offer price (assuming they can get the support of Q and/or N-B , hence they are probably discussing this. As for the debt covenants, I'd also guess that since there is well funded interest in CF on at least two fronts, both of which seem capable of refinancing (Apollo has a plan and I can't believe Q would invest as much as they have without a plan to avoid bankruptcy if they gain control of the company), a relatively minor delay will not cause significant problems. Most people prefer to get paid off in full even if they have to wait a little. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 There is no such thing as wrong right now...we are all speculating without all the information we need to make an informed decision. That being said, Cedar Fair has the right to extend the date to attempt to get the necessary votes...even if Apollo is not raising its bid...which it may or may not be. What happens next will be very interesting to those interested in corporate finance (like me) or the park industry (ditto). Interestingly, Apollo intends to use Cedar Fair's own assets as collateral to finance this deal, should it occur... Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted March 16, 2010 Share Posted March 16, 2010 Hasn`t Q Investments been relatively quiet of late? It sure would be interesting to be a fly on the wall up in Sandusky, or even at Q investments. There is much uncertainty in the times ahead for Cedar Fair. Certainly, the upper brass will be distracted up to and through the April 8th date, which is right when their parks start opening for the season. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 Well, Carowinds opens March 27.... Quote Link to comment Share on other sites More sharing options...
Tomkatt7 Posted March 16, 2010 Share Posted March 16, 2010 Reading the ups and downs, and backs and forths of this deal has been like riding a roller coaster all offseason! Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 Ms. Frole must have called the Sandusky Register! http://www.sanduskyr...cc205111408.txt Only thirty-one minutes after it was posted here. Amazing... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 So, now you flew to Sandusky for the meeting, in March, what to do, what to do? http://blogs.wsj.com/privateequity/2010/03/15/you-must-be-this-tall-to-vote-your-proxy/ Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 Now revised: http://www.sanduskyr...cc205111408.txt The comments are more interesting than the article. Some of them may even be on point and correct. The Sandusky Register has a history of removing comments quickly, though...especially if a certain company does not like some of them... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 Finally, news from the Sandusky Register: About 40 Cedar Fair unitholders showed up anyway today for today's postponed special meeting at the Sandusky State Theatre. They voted to adjourn the meeting, and some expressed anger at the last-minute postponement.... http://www.sanduskyr...94700406222.txt Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 An excellent recap in the Dayton Daily News: http://www.daytondailynews.com/news/dayton-news/vote-delayed-on-proposed-merger-of-kings-islands-owner-602565.html Quote Link to comment Share on other sites More sharing options...
Lance Stevenson Posted March 16, 2010 Share Posted March 16, 2010 They delayed the vote till april 8th...10 days b4 opening. Read article here you guys. http://news.cincinnati.com/article/20100316/BIZ01/3170315/Cedar+Fair+delays+vote+on+sale Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 They delayed the vote till april 8th...10 days b4 opening. Read article here you guys. http://news.cincinna...ys+vote+on+sale Or you really could try reading this very thread, where that was posted LAST NIGHT... http://www.KICentral...ndpost&p=367552 Quote Link to comment Share on other sites More sharing options...
Jamesv7 Posted March 16, 2010 Share Posted March 16, 2010 I have a question. How long can CF draw this vote out? I would think that buy waiting longer is hurting there chances of getting the votes. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 The Deal Professor weighs in: ...A postponement simply avoids these issues and can be made by the general partner of Cedar Fair. The company's partnership agreement tracks the Delaware General Corporation Law, which requires that the "record date shall not be more than 60 nor less than 10 days before the date of such meeting." The agreement (in section 15.7) also appears to allow for one adjournment for up to 30 days beyond that without having to reset the record date. So, this postponement does not raise issues of having to reset the record date, something that also could be viably challenged under Delaware law....Cedar Fair needs two-thirds of all its unit holders to vote yes on the acquisition by Apollo. Given the positions held by Q Investments and Neuberger Berman, which oppose the transaction and together hold total a 27 percent stake in the company, the odds of keeping another 7 percent of the unit holders from voting no — or not voting at all — appears low. This is particularly true since the company went zero for three in the proxy rating agency recommendations. All of them have recommended against this transaction.... So, I am skeptical that they will raise in this environment given the lack of competing bidders. But then again, I bought Ask Jeeves back in the Internet boom at $150 a share, so what do I really know? Alternatively, Cedar Fair is pushing forward a time-tested argument in failing deals. It is basically the "we stink" argument. In essence, the results are not great, and the company has too much debt and a partnership structure that does not work if it cannot pay dividends. So, vote for a sale since this is the best you are going to get. Of course, as management we'll still stick around to take part in any possible upside. I've seen this argument before and it can work and cow shareholders into a yes vote, although the presence of such a large stake in opposing hands and the high threshold vote here makes it unlikely.... http://dealbook.blog...-heart-on-vote/ This one deserves a reading in full.... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 16, 2010 Share Posted March 16, 2010 Apollo Holds Sweetener Talks with Bank Group, Sources Say: http://preview.tinyurl.com/yh7bxep FT does NOT allow quoting. In essence, the article says Apollo is apt to offer $13.50 per unit, and that Q may find this acceptable.... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 17, 2010 Share Posted March 17, 2010 Finally, news from the Sandusky Register: About 40 Cedar Fair unitholders showed up anyway today for today's postponed special meeting at the Sandusky State Theatre. They voted to adjourn the meeting, and some expressed anger at the last-minute postponement.... http://www.sanduskyr...94700406222.txt Now updated with meeting minutes: http://www.sanduskyregister.com/articles/2010/03/16/front/doc4b9f90df4c994700406222.txt Quote Link to comment Share on other sites More sharing options...
maverick2007 Posted March 17, 2010 Share Posted March 17, 2010 They delayed the vote till april 8th...10 days b4 opening. Read article here you guys. http://news.cincinna...ys+vote+on+sale You mean 9 days... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 17, 2010 Share Posted March 17, 2010 Finally, news from the Sandusky Register: About 40 Cedar Fair unitholders showed up anyway today for today's postponed special meeting at the Sandusky State Theatre. They voted to adjourn the meeting, and some expressed anger at the last-minute postponement.... http://www.sanduskyr...94700406222.txt Now updated with meeting minutes: http://www.sanduskyr...94700406222.txt This comment, just posted to that article, bears quoting here: parrot wrote on Mar 16, 2010 8:22 PM: " To the Management of Cedar Fair and particularly Mr Kinzel: Over the years I have saved and and invested in Cedar Fair. I stand to lose thousands of dollars because of your mess. You truly disappoint me. You need to put your money where your mouth is, "man" up and take responsibility for your actions. You want shareholders to sell at a loss in order that our beloved Cedar Point doesn't go into bankruptcy. Yet you and your family and specific high paid management staff are well protected. Give me a reason to have faith in you again. Give up a big portion of your salary, perks, and benefits and work hard to bring Cedar Fair back. Your comments hold no weight with me as I don't see you giving anything up and it's a win/win for you. I believe Warren Buffett said CEO's etc need to take some responsibility in checking their egos and taking acknowledge their screw ups. Shame on you for sending your puppett and her mute assistant who stood next to the police this morning.You were noticeably absent. Give me a reason to restore my trust in you. You have lost it in recent weeks. A shareholder since 1981 By the way, I had change my message to Mr. Kinzel as the Register's blog comment stated his first name D*&% was inappropriate. It's not his name but his actions that are inappropriate! " Quote Link to comment Share on other sites More sharing options...
bkroz Posted March 17, 2010 Share Posted March 17, 2010 If only it would have an impact, or even make a knick, on the wall that is that man's ego. If Kinzel offered to give up even a quarter of his "golden parachute" to divide among the shareholders (I don't know how much he stands to gain or anything, but this is just me thinking aloud), at least there would be an evidence of "good faith" from Kinzel. It wouldn't even make a dent in his fortune and, while it would make very little impact on the actual dollar amount for the shareholders, it would mean something of importance to the folks who are so at risk because of his actions. Unfortunately, I don't see him realizing how simple it really is to say "sorry" when it's due. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 17, 2010 Share Posted March 17, 2010 Cedar Fair Buys Time: ...A source close to the situation said the odds are that Apollo will not raise its $11.50 per share proposal. But if it doesn't, Apollo won't get the two-thirds vote it needs to buy Cedar Fair, other sources said. The chain, whose 18 parks include Knott's Berry Farm in California, closed trading yesterday at $12.20 per share. Apollo can't borrow more money beyond what is in its current proposal, two sources said, so the firm would have to invest more cash to raise its bid, lowering its returns. http://www.nypost.co...N#ixzz0iQcvdUIS Interesting....if Apollo really is using ALL its borrowing power available on this transaction, it does make one wonder if it has plans with Avenue Capital over at Six Flags...The funding for that could either already be set aside or not available... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 17, 2010 Share Posted March 17, 2010 Cedar Fair Deal's Future In Question: http://toledoblade.com/article/20100317/BUSINESS03/3170355/-1/BUSINESS04 Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 17, 2010 Share Posted March 17, 2010 Extremely high volume and unusual trading activity in FUN today. Close $12, down 20 cents or 1.64 percent on 1.6 MILLION units, or nearly three percent of ALL units outstanding.... VERY unusual. So much so it was identified by several stock tracking services as having "unusual activity." http://online.wsj.com/article/BT-CO-20100317-712735.html?mod=WSJ_latestheadlines Quote Link to comment Share on other sites More sharing options...
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