The Interpreter Posted February 19, 2010 Share Posted February 19, 2010 And, should they succeed, I strongly believe they have other plans, which we will then see... Are you speaking of the 'hostile takeover' you mentioned earlier?, or maybe the company changing the way they do things completely? Yes. (Terpy, who is pleased that this customary reply actually fits...) Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 19, 2010 Share Posted February 19, 2010 Hmmmmm: FUN identified as one of five listed "PowerRatings names that are poised for outsized short term gains": ...The highest rated stocks have outperformed the average stock by a margin of more than 14.7 to 1 after five days!... http://www.tradingma...cks-779511.html CAVEAT: This is largely a press release attempting to sell a service. That being said, I still find it rather interesting... Given that the units are subject to a 3/16/2010 meeting of some consequence, I wonder what this "power rating" is based on. If it is mere technician based, it paradoxically shows a major failing of focusing only on technical aspects when investing! Quote Link to comment Share on other sites More sharing options...
Beast1979 Posted February 19, 2010 Share Posted February 19, 2010 Given the current Olympic games going on right now, I thought this pun was only fitting. Q's reaction to the proposed merger: "Apollo? Oh, no!" Hey, watch it, with...those...tomatoes!... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 20, 2010 Share Posted February 20, 2010 The Toledo Blade notes the Q letters which advocate voting AGAINST the "merger" proposal, which it calls a sale: http://toledoblade.c...ESS03/100229991 It has a very interesting error in the last paragraph, as of this posting: ...Cedar Fair did not respond to the letter by Apollo. It had said previously that it had had no contact with the managers of the hedge funds. Uh...no. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 20, 2010 Share Posted February 20, 2010 At long last, the local Sandusky Register, and, in the eyes of many, long time Cedar Fair management booster, chimes in with news about the letter: http://www.sanduskyregister.com/articles/2010/02/20/front/doc4b7eab3f499d1054633705.txt Quote Link to comment Share on other sites More sharing options...
ZukoGirl Posted February 20, 2010 Share Posted February 20, 2010 I don't mean to be off topic, but I haven't been here in a while so bear with me. With Cedar Fair selling to Apollo, I don't get why Cedar would still allow The Peanuts gang to be there. Is there a separate licence to this or some type of specialized arrangement? I am not quite sure on the park mascot deal. I know this may sound like a stupid question, but it's just something I want to know. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 20, 2010 Share Posted February 20, 2010 Well, Cedar Fair's management is voluntarily trying to sell to Apollo (the deal needs approval of the holders of 2/3 of company's common units). So, among those things Apollo would be buying would be the rights that Cedar Fair has to use Peanuts. Those rights were acquired under a license from United Feature Syndicate, Inc., the holder of the Peanuts intellectual property. http://www.featureba...itle=About%20Us It is also important to know the Apollo "merger" may never happen, should the required consent of the unit holders not be obtained, or should a court of jurisdiction enter a final order enjoining the sale, which is not appealed or which is not appealable, as the case may be. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 21, 2010 Share Posted February 21, 2010 Deal Professor: Several Possibilities In Cedar Fair-Apollo Endgame: http://www.sanduskyr...ont/1928583.txt This is very little more than a very late recap by the Sandusky Register, actually repeating information from the Deal Professor in The New York Times from February 11 and from the deal professor's, Mr. Davidoff's, blog of February 12. The Register tries to make it look as if they interviewed Steven Davidoff, when in fact this new 'article' is little more than a "book report", reporting stuff the author of the piece, Tom Jackson, could have read more than a week ago, and that those of you who have followed this thread did read here and in the cited sources more than week ago. This, my friends, is what passes for journalism in Sandusky, Ohio in 2010, and in much of America. And that's why I lef...uh.... Oh, wait....Mr. Jackson did pick up the phone and talk to Stacy Frole over at Cedar Fair (or, more likely, she called or e-mailed him, told him all this and he then, as she knew he would, wrote the following): ...Davidoff also wrote in his blog that Feb. 12 was the deadline to nominate new members of the Cedar Fair board and said it would be interesting to see if Q Funding or Neuberger Berman put any names forward.There was in fact no Feb. 12 deadline, said Stacy Frole, director of investor relations for Cedar Fair.Feb. 13 was the original deadline, set in last year's proxy statement, for unitholder proposals to be submitted to the annual meeting, Frole said. If the merger goes through, there won't be an annual meeting, because Cedar Fair will no longer be a public company, she said. That's about all Cedar Fair can say about anything about the Apollo "merger," under the terms of the merger agreement. Terp Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 22, 2010 Share Posted February 22, 2010 Q Investments LP, the largest unitholder in Cedar Fair LP (NYSE: FUN), is urging a vote against the company's acquisition by New York-based Apollo Global, a joint venture of the Apollo Group (Nasdaq: APOL) and Washington, D.C.-based Carlyle Group, according to a filing with the U.S. Securities and Exchange Commission.......If Apollo could raise $1.95 billion in debt to finance the acquisition, Cedar too could renegotiate with banks to allow distributions to unitholders, Q Funding contended. Cedar had $1.63 billion in debt on its balance sheet as of Dec. 31.Carlyle Group is one of the world's largest private-equity firms, with more than $88 billion under management. (emphasis as in the original)http://dc.citybizlis...l.aspx?id=68526 Oh, and Carlyle? Their involvement in this deal is seldom mentioned, but see: http://www.apolloglo...id=13&Itemid=27 Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 23, 2010 Share Posted February 23, 2010 press release Feb. 22, 2010, 6:53 p.m. EST Levi & Korsinsky, LLP Announces Class Action Lawsuit Against Board of Cedar Fair, L.P. -- FUN NEW YORK, Feb 22, 2010 (GlobeNewswire via COMTEX) -- Levi & Korsinsky, LLP announces that on February 5, 2010, they filed a class action lawsuit on behalf of all current holders of units of interest in Cedar Fair, L.P. ("Cedar Fair") (FUN 11.25, -0.06, -0.53%) in connection with Cedar Fair's attempt to sell the company to affiliates of Apollo Global Management ("Apollo"). The complaint charges Cedar Fair, Cedar Fair's board of directors, and affiliates of Apollo with violations of the Securities Exchange Act of 1934 and Rule 14a-9. In particular, the complaint alleges defendants have issued materially false and misleading statements in its proxy statement schedule 14A regarding the proposed transaction wherein Apollo intends to acquire Cedar Fair. If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiffs' counsel, Eduard Korsinsky, at Levi & Korsinsky, LLP, (212) 363-7500 or, or via e-mail at ek@zlk.com. If you are a member of this class, you can view a copy of the complaint as filed or join this class action online at http://www.zlk.com. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice or may choose to do nothing and remain an absent class member. NO CLASS HAS YET BEEN CERTIFIED IN THE ABOVE ACTION. UNTIL A CLASS IS CERTIFIED, YOU ARE NOT REPRESENTED BY COUNSEL UNLESS YOU RETAIN ONE. AT THIS TIME YOU MAY DO NOTHING AND REMAIN AN ABSENT CLASS MEMBER. YOU MAY ALSO RETAIN COUNSEL OF YOUR CHOICE. Levi & Korsinsky, LLP is a national law firm that represents the rights of shareholders and victims of corporate abuse. We are headquartered in New York City and have offices in Los Angeles, California and New Jersey. With over 50 years of combined litigation experience, the members of L|K have been involved in hundreds of class action lawsuits and have obtained multi-million dollar recoveries. L|K has been appointed lead counsel or has played a major role on behalf of shareholders in a majority of the merger-related lawsuits that have been filed on behalf of shareholders throughout the country. The firm has therefore developed a specialization of knowledge in shareholder rights and fiduciary duty law. This news release was distributed by GlobeNewswire, www.globenewswire.com SOURCE: Levi & Korsinsky, LLP CONTACT: Levi & Korsinsky, LLP Eduard Korsinsky (212) 363-7500 ek@zlk.com http://www.marketwat...nk=MW_news_stmp Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 23, 2010 Share Posted February 23, 2010 The lawsuit alleges Cedar Fair, its board and Apollo affiliates violated SEC Rule 14a-9: http://www.law.uc.ed.../rule14a-9.html It alleges that the proxy statement contains materially false and misleading statements. It seeks class action status, but only the court can grant (or deny) that. Claims made in a lawsuit tell only one side of a story. Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted February 23, 2010 Share Posted February 23, 2010 And what material exactly are they claiming is false in the proxy statement? I can guess that it relates to Cedar Fair`s stance that the $11.50 unit offer price is a fair value to current unit holders. (Which it is from the 52 week low, but certainly not a fair value compared to the price it was trading at back in 2007.) Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 23, 2010 Share Posted February 23, 2010 The law firm directs traffic to its website where it claims the complaint can be found. As of this writing, it is not there. It also does not tell us in what court this litigation was filed... Perhaps the crack staff at the Sandusky Register will have this tomorrow morning, though I'd put my money on it being more likely in the Toledo Blade or Cleveland's Plain Dealer. The astute Cory Butcher alerted us all to this possibility way back in post 46 of this here thread...Page 4...Good day! http://www.KICentral...ndpost&p=354036 Quote Link to comment Share on other sites More sharing options...
Cory Butcher Posted February 23, 2010 Share Posted February 23, 2010 Oh, surprise, surprise! "Materially false and misleading statements" surely paints with a wide brush. That could mean nearly anything as it relates to transactions like these. After all, this is why press releases contain disclaimers trying to ease the misunderstanding of planned and future events. I have to wonder how difficult it is to prove that someone falsified information or misled. I don't think that arguing for $11.50 as the acquisition price is misleading even if the units are worth more. After all valuation is more an opinion rather than a fact, value is defined as the utility of something, and that utility means different things to different people. Misleading statements simply has to refer to something else, of what, I am unsure. We all knew these things would keep coming out of the woodwork. It would be nice to know at some point what the actual point of disagreement is within Cedar Fair's statements. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 23, 2010 Share Posted February 23, 2010 It appears that Ms. Frole's been calling/e-mailing the Sandusky Register again: JUST IN: Clearing up confusing language on Cedar Fair proxy statement/ballot Tuesday, February 23, 2010 10:57 AM EST SANDUSKY Cedar Fair unitholders will have to pay attention when they cast their ballots for or against the company's proposed acquisition by Apollo Global Management. If they ignore their proxy statements and don't vote at all, they essentially are voting "No", because the measure must win approval from two-thirds of the votes representing Cedar Fair units. But unitholders also can vote "Yes" without completely filling out their proxy ballots. If they sign the proxy ballot and mail it in, their votes are counted as a "Yes," even if they did not mark "For," "Against" or "Abstain," said Stacy Frole, director of investor relations for Cedar Fair. Read more in Wednesday's Register. http://www.sanduskyr...9a507350961.txt As to the most recent litigation, not a peep.... I tell you, their prowess in business reporting never ceases to amaze me. Separately, the units are rapidly approaching the $11 level...as in down to... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 27, 2010 Share Posted February 27, 2010 FUND SHOPS FOR MORE Cedar Fair SHARES TEXAS FIRM HOPES TO BLOCK SALE TO APOLLO: ...Q4 Funding, a Texas hedge fund controlled by investor Geoffrey Raynor, this week filed documents indicating its desire to buy more Cedar Fair shares from other stockholders "at above-market prices" so long as the seller agrees to cede control of voting rights of the shares. That could enable the hedge fund to defeat the Apollo deal.... http://toledoblade.c...1/-1/BUSINESS01 This firm is definitely up to something, and it is NOT just to block this sale.... As usual, not a peep in the Sandusky Register, which has taken to running cutesy stories about its business reporter having a conflict of interest as he purchased a unit so as to be able to attend the 031610 meeting. They would want me to post a link... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 27, 2010 Share Posted February 27, 2010 There are many reasons to hope this process ends, with certainty, soon. From another article on another subject, wherein our beloved Dennis Speigel opines: ...The key will be not to let any ownership instability affect the parks, he said.Uncertainty "creates consternation in the parks. It doesn't allow them to really continue some of their capital planning and other necessary operational issues that give them continuity, because they never know who's going to be running the show and calling the shots,... http://preview.tinyurl.com/yleg3z4 Quote Link to comment Share on other sites More sharing options...
standbyme Posted February 27, 2010 Share Posted February 27, 2010 Interpreter, Just for the record, your posts keeping us all updated are not in vain. I am sure that I am not alone in the fact that I am reading them...it's just that I have nothing to add...but I do find the whole process interesting. Thanks! 1 Quote Link to comment Share on other sites More sharing options...
Beast1979 Posted February 27, 2010 Share Posted February 27, 2010 March 16, 2010.... 3/16/10.....03-16-2010....031610....Why do I have a feeling I'm gonna remember that date years from now? Q's buying up stock like mad and is hell-bent on stopping the Apollo sale...why? I honestly do not believe it's because he thinks Cedar Fair is fine the way it is. I smell a less then cordial change in ownership on the horizon. And as for the Dennis Speigel that I especially love, going from the quote, could you say that he believes the parks will take a Dive? Or is he just a little Hyper? Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 27, 2010 Share Posted February 27, 2010 Well his thoughts at the time were universal... Quote Link to comment Share on other sites More sharing options...
Cory Butcher Posted February 27, 2010 Share Posted February 27, 2010 FUND SHOPS FOR MORE Cedar Fair SHARES TEXAS FIRM HOPES TO BLOCK SALE TO APOLLO: ...Q4 Funding, a Texas hedge fund controlled by investor Geoffrey Raynor, this week filed documents indicating its desire to buy more Cedar Fair shares from other stockholders "at above-market prices" so long as the seller agrees to cede control of voting rights of the shares. That could enable the hedge fund to defeat the Apollo deal.... http://toledoblade.c...1/-1/BUSINESS01 This firm is definitely up to something, and it is NOT just to block this sale.... As usual, not a peep in the Sandusky Register, which has taken to running cutesy stories about its business reporter having a conflict of interest as he purchased a unit so as to be able to attend the 031610 meeting. They would want me to post a link... I for one, would sure like to know, what guarantee Q funding would have that the original holders of the units would not vote entirely or vote no. Obviously if they sell to Q, they will be predisposed to not voting at all, which counts as a "no", I just wonder what would guarantee Q of the proposed vote. Quote Link to comment Share on other sites More sharing options...
RailRider Posted February 28, 2010 Share Posted February 28, 2010 I received my proxy information in the mail late this week and just completed my voting ballot. While I may not have the clout of some of the larger owners. I still voted NO to the sale. Quote Link to comment Share on other sites More sharing options...
Beast1979 Posted February 28, 2010 Share Posted February 28, 2010 a. Q is coincidentally the first letter in Question...and I have many about that.... You actually think that says something? I never really thought about it, whenever I heard that Q was buying up stock I envisioned this guy Calling his broker and buying some FUN. How did they even come up with the name "Q" anyhow? Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 28, 2010 Share Posted February 28, 2010 For those seven people who may be following this thread but not the Son of Beast fate thread, a post I made there poses interesting questions (at least I think so) that perhaps we should ponder here: If it is, it is highly unlikely you will know it then...<031610, the day of the special meeting to vote on the "merger">In addition, park spokespeople, under the terms of the Merger Agreement, MUST say that things are going as usual and the merger is recommended...or not comment on it at all. Otherwise, Apollo is due a huge penalty under the agreement. If the agreement does not get the required votes, then Apollo still gets a parting gift.... As I am not a Cedar Fair employee, agent or even a moderator on this site, I am under no such restrictions. I do not, however, publicly advocate that any person or organization vote their units in any particular way... I do, however, have a question. Other than Cedar Fair's management and perhaps other parties who will directly benefit financially from the supposed merger (like Apollo), has ANYONE come out publicly and recommended voting FOR the "merger?" ...Time will tell. (bolded language added here for explanation)http://www.KICentral...ndpost&p=364970 Quote Link to comment Share on other sites More sharing options...
RailRider Posted February 28, 2010 Share Posted February 28, 2010 ^ By my count Terpy, myself included nobody has stepped forward to vote for the sale. As I state earlier I voted no for the Proxy. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 28, 2010 Share Posted February 28, 2010 The widely read Trading Markets website has picked up the most recent Toledo Blade article: http://www.tradingmarkets.com/news/stock-alert/fun_fund-shops-for-more-cedar-fair-shares-texas-firm-hopes-to-block-sale-to-apollo-810232.html a. This may have some effect on trading tomorrow, and b. Perhaps NOW the Sandusky Register may have to do some original research, or at least call Ms. Frole again... Quote Link to comment Share on other sites More sharing options...
Colonel_SoB_fan Posted March 1, 2010 Share Posted March 1, 2010 Interpreter, Just for the record, your posts keeping us all updated are not in vain. I am sure that I am not alone in the fact that I am reading them...it's just that I have nothing to add...but I do find the whole process interesting. Thanks! Same here, I semi understand what is going on right now because of your posts. Quote Link to comment Share on other sites More sharing options...
IndyGuy4KI Posted March 1, 2010 Share Posted March 1, 2010 Interpreter, Just for the record, your posts keeping us all updated are not in vain. I am sure that I am not alone in the fact that I am reading them...it's just that I have nothing to add...but I do find the whole process interesting. Thanks! Same here, I semi understand what is going on right now because of your posts. I ditto these 2 posts! Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 Cedar Fair Sends Letter to Unitholders SANDUSKY, Ohio, March 1 /PRNewswire-FirstCall/ --Cedar Fair, L.P. (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today announced that it is mailing a letter to unitholders in connection with the previously announced acquisition by affiliates of Apollo Global Management, pursuant to which Cedar Fair unitholders will receive $11.50 in cash for each Cedar Fair limited partnership unit that they hold. The full text of the letter follows: March 1, 2010 Dear Fellow Cedar Fair Unitholder: Your Board of Directors has scheduled a Special Meeting of Unitholders on March 16, 2010 to approve Cedar Fair's definitive merger agreement to be acquired by an affiliate of Apollo Global Management for $11.50 in cash per each Cedar Fair limited partnership unit. In order to complete the merger, we need your support. Because approval of the merger requires approval by unitholders representing no less than 2/3 of outstanding units, failure to vote will have the same effect as voting against the merger. Therefore, your vote is important, no matter how many or how few units you own. Enclosed with this letter you will find an additional proxy card to cast your vote on the proposed merger. In order to maximize the value of your Cedar Fair investment, your Board unanimously recommends that you vote FOR the merger for the following reasons: The Merger Provides A Premium Valuation To The Preannouncement Unit Price. The transaction price represents a 43% premium over Cedar Fair's volume weighted average closing unit price over the 30 days prior to the merger announcement and a 28% premium over the closing unit price on December 15, 2009. The Merger Provides Premium Valuation To Recent Comparable Transactions. This price provides unitholders with a market valuation that is in excess of recent comparable transactions, including the Busch Entertainment and Six Flags transactions. A Thorough Go-Shop Process Confirmed The Merger Maximizes Value for All Unitholders. Your Board carefully negotiated this transaction to include important measures to ensure that you received the highest price for your units. Most importantly, the Company had a 40-day go-shop process during which our financial advisors contacted 32 potential buyers, including both potential financial and strategic buyers, to solicit a transaction at a higher price per unit. Despite this thorough and extensive process, we received no acquisition proposals from any of these parties. These results confirmed your Board's view that the $11.50 cash price maximizes value for unitholders. Cedar Fair's Cash Distributions Are Suspended And The Return Of Future Cash Distributions Are Uncertain. As you know, the Company was required to suspend the cash distribution to unitholders due to restrictions in our credit agreement and the impact of a challenging economic environment. We understand that the distribution is important to you and that it is one of the main reasons many of you invested in Cedar Fair. We did not make the decision to suspend the distribution lightly. The simple fact is, if we were to remain a public company, we do not know when or at what level the distribution will be restored. If the merger is not approved, we will need to reduce and refinance our debt before we can begin to consider reinstating distributions. Despite our best efforts, we may be unable to refinance our debt in a manner that would allow us to resume distributions at any level or at all. Based on the amount of our outstanding debt, the uncertainties of the future and the experience of the last 18 months, we believe it would be imprudent to re-instate the distribution (even if our financing arrangements allowed) until we were able to reduce our outstanding debt to an appropriate level. Unitholders May Be Subject To Tax Liabilities While The Distributions Are Suspended. While the distribution is suspended, as a unitholder you may be required to report income or loss allocated to you from the partnership and pay any related tax liability even though you are not receiving cash distributions. Furthermore, the absence of the distribution along with a potential tax liability could reduce the public market value of Cedar Fair units and leave the Company without a catalyst for improved unit price performance for the foreseeable future. Cedar Fair's Inability To Reduce Debt Could Negatively Impact Our Future Financial Condition. As it stands today, our debt begins maturing in the third quarter of 2011 and if our operating performance continues to decline, we could be in danger of violating certain of the covenants in our credit facility. A failure to reduce our debt and modify the covenants in our credit facility (specifically, the leverage ratios), as well as a deterioration of current credit market conditions, could result in higher cash interest costs in the future and/or may limit our ability to refinance debt. The Merger Maximizes Value For Unitholders And Enables Unitholders To Capture A Cash Premium Valuation Today And Eliminate Future Uncertainty. The Company's ability to achieve historical levels of growth in the amusement park space is uncertain. Given the uncertainty regarding economic outlook, future attendance expectations and credit markets as well as the constraints of our capital structure, we believe it will likely be more difficult to drive value for the Company and our unitholders in the future. The merger enables unitholders to capture a premium valuation in cash today and avoid the uncertainty and execution risks facing the Company. FOR ALL OF THESE REASONS, THE Cedar Fair BOARD OF DIRECTORS UNANIMOUSLY BELIEVES THAT THE MERGER IS IN THE BEST INTERESTS OF ALL UNITHOLDERS AND URGES YOU TO VOTE FOR THE TRANSACTION To be sure your vote is represented at the special meeting, please take a moment to vote your units by telephone or internet TODAY - simple instructions are contained on the enclosed proxy card. Alternatively, you may sign, date and return the enclosed proxy card by mailing it in the prepaid envelope today. We urge you to cast your vote FOR, to realize an immediate cash premium for your Cedar Fair units. On Behalf of the Board of Directors, /s/ Richard L. Kinzel Richard L. Kinzel Chairman, President and Chief Executive Officer 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. Forward Looking Statements Some of the statements contained in this press 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 Cedar Fair L.P.'s ("Cedar Fair" or the "Company") 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 press release may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, on February 10, 2010 the Company filed a definitive proxy statement and a form of proxy with the SEC and the definitive proxy statement and a form of proxy are being mailed to the Company's unitholders of record as of February 12, 2010. In addition, the Company will file with, or furnish, to the SEC all additional relevant materials. BEFORE MAKING ANY VOTING DECISION, 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 DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a copy of the definitive proxy statement 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 definitive proxy statement and other relevant documents 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 or by contacting MacKenzie Partners, Inc., by toll-free telephone at 800-322-2885 or by e-mail at cedarfair@mackenziepartners.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 is included in the definitive proxy statement. If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy material, please call MacKenzie Partners at the phone numbers listed below. 105 Madison Avenue New York, NY 10016 cedarfair@mackenziepartners.com (212) 929-5500 (Call Collect) Or TOLL-FREE (800) 322-2885 http://www.prnewswir...s-85892052.html Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 So, Cedar Fair's Board of Directors is in the difficult position of being required, under the Merger Agreement, to in effect say the best way to get your money out of Cedar Fair units is to sell out at $11.50 per unit. And this letter has this information in it, stated publicly for the first time to my knowledge: ...As it stands today, our debt begins maturing in the third quarter of 2011 and if our operating performance continues to decline, we could be in danger of violating certain of the covenants in our credit facility. A failure to reduce our debt and modify the covenants in our credit facility (specifically, the leverage ratios), as well as a deterioration of current credit market conditions, could result in higher cash interest costs in the future and/or may limit our ability to refinance debt.... That first quoted sentence is a VERY carefully worded one...the if clause is written as if it depended on the words before it and that the timing has something to do with 2011 in the third quarter. I submit that it is VERY carefully worded. And then, there is this: ...Given the uncertainty regarding economic outlook, future attendance expectations and credit markets as well as the constraints of our capital structure, we believe it will likely be more difficult to drive value for the Company and our unitholders in the future.... No wonder they didn't have a conference call this time... Quote Link to comment Share on other sites More sharing options...
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