CoastersRZ Posted March 2, 2010 Share Posted March 2, 2010 Hmmm. Is it normal for a company to send out a second letter and proxy card like this? This letter, (to me anyway) screams desperation on the part of Cedar Fair to try and get this vote to actually be close. At this point in time, with the size of Q`s investment, I don`t see how this merger can actually be approved. Of course, Q`s position is still somewhat perplexing. For the record, I do own a few units in Cedar Fair. I received the original proxy statement from Cedar Fair, but have not, as of today, received any letter from Q, like it was announced they were mailing to all unit holders. Granted, I hold my units in street name, but that still shouldn`t make a difference. Secondly, are they able to see the results (thus far) of those that have already voted their proxies (either by mail, phone or internet)? Although, it is possible for people to cast another vote, which will void their earlier cast vote. Interesting times ahead. How long will it be after March 16th until we have a result of the vote? Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 Cedar Fair has stated it will not release the results on an ongoing basis. I believe it was Stacy Frole who was quoted as so saying in one of those Sandusky Register articles. I bet anything tomorrow morning this WILL be in the Sandusky Register, or certainly no later than Wednesday. The clear implication is that the company does have access to the real time results on an ongoing basis. Normally the results are available at the meeting...and recent case law indicates the meeting can be recessed in order for management to attempt to round up more votes, if that looks theoretically possible. Obviously, if 80 percent of the votes are opposed, just as an example, that would not be a likely prospect. The silence from the Knotts continues to amaze me. Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted March 2, 2010 Share Posted March 2, 2010 That is what I was wondering. If the company and board had access to the results of the voting as it stands at present. This letter, like I mentioned and you reiterated, makes it sounds like currently, the vote is not going the way the board had hoped, but instead trailing the way that Q Investments wants it to go. Hopefully, the economy is a littler better this year compared to last year. I know that Coney struggled last year too. So it wasn`t just the big corporate parks that struggled with the economy. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 It is not unheard of for more letters to go out seeking votes FOR a merger...rare, but not unheard of. And I would say your analysis is right. The Board must dance a very fine line here. They are about to lose all credibility for managing the company in the future with the dire straits they are portraying for the company if the merger does not go through. This could get very interesting, especially if Q has some ingenious plan thunk up, and I gotta believe they do. Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted March 2, 2010 Share Posted March 2, 2010 Well, with the amount of money they have invested buying units, they have to have some formal strategy developed. Especially since I would imagine that they hope to see a return on some of their investment. Isn`t the corporate structure of Cedar Fair different because it is an L.P, and would thus prevent a hostile takeover? And yes, that letter paints a very bleak future for Cedar Fair without the merger. But there are also a lot of "if" statements in that letter. The economy is still not on solid footing, but things seem to be picking up. Will that positively impact Cedar Fair`s bottom line moving forward? Its really too early to tell. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 When the company keeps warning of execution risks, it comes very close to saying we are at serious risk of financial collapse and you better take your $11.50 while the getting is good. Cedar Fair LP does not currently have a poison pill provision. And, according to Stacy Frole, a frequent source these days for the Sandusky Register, there is no deadline to nominate members for the Board of Directors.... Terp, just sayin' Quote Link to comment Share on other sites More sharing options...
Beast1979 Posted March 2, 2010 Share Posted March 2, 2010 On the subject of Q, Cedar Fair is on their hands and knees begging for some Yes votes, and yet there is no one urdging for a No vote. Why? Methinks its because they don't need to. So if a good majority of shareholders of FUN are already to vote No, what be the point of buying over a third of Cedar Fair, LP? Certainly not because they wish get their name in a record book. Do they have a plan thunk up? I'd concur with Dear Terp here. But is it Ingeneous? That, in my opinion, at least, depends on how it effects the parks they'd aquire. Jackson, trying for once to use his head not his heart... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 Actually, Q is quite loudly urging unit holders to vote no. http://www.KICentral.com/forums/index.php?showtopic=20462&view=findpost&p=362983 Quote Link to comment Share on other sites More sharing options...
Beast1979 Posted March 2, 2010 Share Posted March 2, 2010 How much of Cedar Fair do they own right now? Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 They hold voting rights to at least 18.1 percent of Cedar Fair units. Another investment company, Neuberger Berman, has also come out against the merger, and has voting rights for 9.7 percent. Q has been busily getting more units' voting rights... Quote Link to comment Share on other sites More sharing options...
Beast1979 Posted March 2, 2010 Share Posted March 2, 2010 One can draw many possible reasons for the rapid buying of all that voting rights and stock, I'm inclined to believe however that they can succesfully kill this sale without a nearly 1/5 ownership of the company being sold. So why then? Well, you are the Interpreter, I'll let the Job Description speak for itself. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 Tomorrow may be a bad, bad day for the units. The financial press is picking up on the warning on the debt covenants: http://www.iii.co.uk/news/?type=afxnews&articleid=7771131&action=article Quote Link to comment Share on other sites More sharing options...
Coney Islander Posted March 2, 2010 Share Posted March 2, 2010 I never knew the Knotts family still has part ownership of Knott's Berry farm... The more you know! This is seriously interesting, but I'm not understanding all of it. These conversations really help. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 They have part ownership of Cedar Fair LP.... Quote Link to comment Share on other sites More sharing options...
BoddaH1994 Posted March 2, 2010 Share Posted March 2, 2010 I agree with some of the above statements. This letter is absolutely banking of this sale going through. They, in their own way, said that there was very little hope beyond this sale. If it doesn't go through, their "we're confident about the future of this company" comments that they've made in the past won't hold much water. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 Part of me thinks it smacks of understanding that unless this sale goes through, one way or another, current senior management is done... Quote Link to comment Share on other sites More sharing options...
Beast1979 Posted March 2, 2010 Share Posted March 2, 2010 Well there's a thought to ponder...I'll decide later if my reaction is yay or nay. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 Cedar Fair Files Investor Presentation: http://www.cedarfair...0as%20filed.pdf Warning: VERY large pdf Also, they insisted on presenting it sideways! (If you use Adobe Reader, if you right click in the presentation with your mouse, you can rotate it until it appears correctly) **** SO, from the official SEC filing: http://www.sec.gov/A...81/ddefa14a.htm Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 One particular item of new information gleaned from the presentation: ...The Company anticipates again needing to draw on the revolver and prepay term debt during the first quarter of 2010 to provide adequate cushion to ensure compliance with the total leverage covenant under its credit agreement... The first quarter of 2010 ends March 31, 2010. Terpy, just saying... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 So, before someone else asks (thanks for the PM), this is very much like borrowing money on your credit card to pay your mortgage payments that are due... Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted March 2, 2010 Share Posted March 2, 2010 Well, as of midday, Cedar Fair units are only trading down 8 cents at 11.18, down .71%. Not exactly a big drop off, given the dire circumstances they outlined in the letter they are mailing out. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 2, 2010 Share Posted March 2, 2010 ...which probably is not good news for the company's management. Put simply, it means, in my opinion, that investors are not buying the company's dire predictions...and will still vote not to merge... That's my read, anywho. Either that, or they aren't keeping up with the units. Perhaps even more importantly, volume is low, not high. Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted March 2, 2010 Share Posted March 2, 2010 I was actually going to offer that same description, to those who might not be as financially inclined! Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 3, 2010 Share Posted March 3, 2010 Sometimes a bit of deja vu is important. Read this. See any familiar names? Tactics? http://www.nypost.co...6878B432AE40FCF Just one short quote: ...That deal - in which Bear Stearns also served as financial adviser - appears to have re-energized Cedar Fair CEO Richard Kinzel, 66, who has signed a new contract to stay at the controls until 2012. His $1.2 million annual salary includes financial incentives related to the company's performance. Kinzel's desire to remain on board after a sale is no doubt fueled in part by the wave of leveraged buyouts with terms that not only kept managers in place but signed them to lucrative contracts with equity stakes.... Be sure to note the date of the article... Seems pretty apropos for this day...less than two weeks from 031610.... Points to ponder... Comments? Quote Link to comment Share on other sites More sharing options...
coasterwhore Posted March 3, 2010 Share Posted March 3, 2010 thank you for the updates its been a while since i have visited the site. your information is great as a long time employee from way back in the day I still have strong feelings for the park I will be watching your updates. I survived the fire sale when Cedar Point bought the park Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 3, 2010 Share Posted March 3, 2010 Cedar Fair Talks Up Sale Proposal: http://toledoblade.c...INESS03/3030321 And where is Cedar Fair's crack hometown newspaper, the Sandusky Register? Its silence speaks volumes... As does this, from the Toledo Blade article today: ...Stacy Frole, Cedar Fair spokesman, couldn't be reached for comment. Very unusual, that. Quote Link to comment Share on other sites More sharing options...
coasterwhore Posted March 3, 2010 Share Posted March 3, 2010 do you think q4 has another buyer or do they want control for themselves Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 4, 2010 Share Posted March 4, 2010 No one knows at this point. Finally, the Sandusky Register is weighing in on Cedar Fair's most recent letter to unitholders: Cedar Fair is using a new argument for its proposed sale: Unitholders can vote for an immediate hike in their unit price.... http://www.sanduskyr...ont/1947421.txt Still not a peep about the investor presentation or the predictions therein of the dire outlook for the company absent the sale to Apollo...I wonder why, they surely know about the presentation at the Sandusky Register... That paper has been such a booster for the company in the past, and understandably so, you just have to wonder what they are thinking now and why they are choosing to run what they are, and, more importantly, why they are not publishing other things, such as the news of the investor presentation...instead we get stories about making an immediate three (now five as of yesterday) percent return or so on units as opposed to holding them for long term gain...why not address whether the prospects are good or not for a long term gain? Why not a story about who benefits from a sale and by how much? Why not a story about what is likely to happen to the company if there is no sale? Why not a story about the current financial condition of the company, with input from analysts on both sides? Why not a story about younger ride operator employees at the company's parks, what they make and how they feel about the company's prospects, and their own, in this environment? Why not a story about widows and retirees who depended on Dick Kinzel and Cedar Fair and its distributions for retirement income and how well they did for so many years and how they are doing now? Why not, indeed? Q Q Q Q 031610 Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 5, 2010 Share Posted March 5, 2010 FUN Options See High Put Activity Today: ...A significant increase in the trading volume of a stock's option often is a precursor of movement by the underlying stock. In such instances, Put/Call Ratio can be used as an investor sentiment indicator, where a high ratio implies that the overall investor sentiment is bearish... http://www.marketintellisearch.com/articles/1004316.html (Oft being accused of being Mr. Pessimist, I shall let Mr. Cory Butcher do the honors of splainin' this one...suffice it to say, for now, that this is not good) Quote Link to comment Share on other sites More sharing options...
Cory Butcher Posted March 5, 2010 Share Posted March 5, 2010 To steal a line from the Famous Johnny Cash, the stock "fell into a burning ring of fire, and it went down down down and the flames went higher, and it burns burns burns"! Basically, If I am buying a "Put option" I am buying the idea that a stock will fall below its current price. If the stock falls below the price of my option, before it expires, then I may exercise my option and buy the stock at this lower price. As the price of the stock falls below the option price that I negotiated I can buy the stock at the current low price and sell it to the person who had previously agreed to buy my stock at a certain price higher than the now current price. I make an instant buck essentially as the company's stock price tumbled. Lots of people right now are betting that the Cedar Fair per unit price will tumble below $11.00 per unit. If I can get a buyer to agree to buy Cedar Fair Stock for $10.50 a unit, I will write a put option for so many shares at 10.50 and hope that the price falls below that price...if it does I buy those real quick according to the call, and sell them to the guy at 10.50...I make a quick buck, and if the price goes up down the road for the buyer, he too will make some money...AND that buyer didn't have to pay the full $11.00 to get the stock only to see it fall short-term, he could wait until it does fall, and then buy it with hope towards the future. The people currently buying Put options are believing that the transaction will not go through, and that the price will fall. Afterall, if they thought they could get 11.50/unit with the acquisition they would put out a call right now, and collect that higher price! Quote Link to comment Share on other sites More sharing options...
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