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Q Funding wants Kinzel to separate his power.


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Q Funding, the largest unitholder of Cedar Fair, said in a proxy statement that it wants to solicit votes to separate the roles of CEO and chairman of the board, and reinstate the distribution.

The filing states that the board has a "country club atmosphere" because of Kinzel has hand picked them. Also, states that the company has gone through a lot of questionable decisions because of no separation of power.

Very! Interesting read.

SEC Filing

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My opinion of this is that I would like to see more diversity on the board and I do believe that the board hasn't been very attentive to the business. However, I think that the second point about reinstating a larger dividend really blows the whole thing for me. As much as I would like to get paid more I believe that this company does need to reduce debt. Six Flags that Q keeps comparing FUN to did just this through the bankruptcy process and that is part of the reason that its stock price has been improving.

I also don't believe that much larger dividend payments are allowed under the credit facility. I would almost at this point say the dividend is the worst use of cash. I would like to see debt repaid first, secondly capital investment, and thirdly cash returned to unitholders. So I really think that Q is now out for a short term profit and really doesn't care about the long term value of the business.

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I agree that they should remove Kinzel as Chairman of the Board and replace him with someone who doesn't have such a big conflict of interest. I don't know much about finances, etc., so I can't really comment on the dividends thing. I think Kinzel should take this as a warning sign that he could be removed as CEO too if he's not careful (and I wouldn't be surprised if that's the next step after removing him as chairman...).

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The Sandusky Register weighs in:

...Cedar Fair leaders are surprised and disappointed that Q Funding didn't approach Cedar Fair first before filing the SEC statement, said Stacy Frole, Cedar Fair spokeswoman.

"We were surprised to learn of Q Funding's recent filing, as we have not received a request for the special meeting of unitholders referenced in their filing," Frole said. "We are disappointed that they have chosen to take this route rather than discuss their position with us directly, particularly given the positive momentum we continue to build for the company." ...

Q Funding has been an important player in Cedar Fair's major decisions ever since 2009, when Kinzel and Cedar Fair board members tried to sell the publicly traded company to Apollo Global Management, a private firm based in New York.

Kinzel and the board sought $11.50 per unit. Had the sale been successful, Cedar Fair would now be a private company.

The effort eventually fell flat....

http://www.sanduskyr...an-more-rewards

The SEC filing:

http://www.sec.gov/A...147/prec14a.htm

http://www.sec.gov/A...147/image10.gif

http://www.sec.gov/A...147/image11.gif

There is some very interesting reading in that first document. I, for one, do not think the media reports of this filing are very conceptually accurate...what they report is correct but not in context to be understood.

I, for one, will go out on this limb....If the operations guy doesn't get himself entirely out of finance, and soon, I look for Q to launch a takeover of FUN. Even if he does restrict his role to only operations, unless he leaves in the relatively short term future, I expect the same...

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Cedar Fair Chairman Targeted For Ouster:

...Rick Munarriz, an analyst with the Motley Fool, an online investing site, said he understands investors' frustrations following Cedar Fair's failed buyout by Apollo and improved performance from competitor Six Flags. But he said the Sandusky company is improving, and investors have few alternatives but to stay the course.

"It's one thing for an activist investor to seek change at the top, it's another thing to actually make that happen," he said. "It's very hard to get a majority of unitholders to agree to some kind of coup. I don't think it's going to be effective at this point. There's not really a better Kinzel out there."

http://toledoblade.com/article/20101019/BUSINESS03/10180411/-1/BUSINESS01

I'm going to disagree with Rick here in a number of ways:

*Sometimes the process is not what is necessary to make something happen. Merely threatening to use the process results in the change before the process is done...Rick, what was the vote for/against the Apollo acquisition? Well?

*Cedar Fair has tried another Kinzel...even having him in training down Carolina way. The last thing Cedar Fair needs right now is another Kinzel (not that that one would be any better...)

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Thanks for the vote of confidence.

Two things...

A. I couldn't work for the current Chairman, nor would he have me....but if it were the Chairman position that was offered:

B. As Chairman, the first thing I would do is find a highly accomplished individual to serve as COO, I think she works for Herschend....

:)

Terp, who knows that would never happen, but can always dream

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Would this be the same person who formerly had her name on part of an attraction at Kings Island, before a certain Kinzel had his name replace hers? (Although I believe that the initials JGC still appear on the side of the building near the photo booth.

Of course....that woman KNOWS how to run parks, but it'd be even more fun to watch her and Mr. Weber in contention in the same position at two different chains...they are very competitive people...and the enthusiasm that rivalry brings would benefit both companies.

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...

Activist Filings

Cedar Fair (FUN)

Q Funding, the amusement-park operator's largest shareholder, plans to call a special meeting to ask shareholders to amend the company's partnership to make corporate-governance reforms. Q Funding, an investment vehicle for Texas billionaire Geoffrey Raynor, is asking unit holders to separate the positions of chairman and CEO, and prioritize distributions to shareholders, rather than focusing on paying down debt. Q Funding has opposed Cedar Fair's effort to sell itself to Apollo Management for $11.50 a share. That deal fell apart in April for lack of shareholder support. Q Funding owns 10,021,418 shares (18.1% of the total)....

http://online.barron...glenews_barrons

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This statement:

"prioritize distributions to shareholders, rather than focusing on paying down debt"

... makes my head hurt.

At some point the vitality and longevity of the company as a whole has to come ahead of 'shareholder distributions'...

Continue to pay out the distributions and in 10 years perhaps there might not be a company to pay out those distributions...

Laugh at Kinzel & Co. all you want, and crack those nickel jokes until the cows come home (which I don't particularly find humorous) - I really do think he has Cedar Fair's best interest at heart, and suspending the distribution to pay down debt, to me, affirms that. I think despite what some outsiders may think, he is well informed and acts on information not on willy-nilly feelings. Could someone do better? Sure. Could it be a whole lot worse? I think we all know the answer to that.

The winds of change are blowing through the corporate office in Sandusky, maybe not tomorrow, or next week but you can't live/work forever...

and don't forget...

Hindsight is 20/20

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I agree slightly with separating the position of chairman and CEO. However, if paying down more of the debt instead of paying out cash distributions makes for a stronger company down the road, than I think that is the wise thing to do and I would oppose Q`s position on that subject. Yes, I own some units in Cedar Fair and would love to see a larger cash distribution than the 25 cents that they will pay in December. However, I think forgoing a larger distribution now may result in a better company with larger cash distributions in the future.

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And the main reason for the distribution is to make available funds to unitholders to pay income taxes caused by the LP form of corporate organization without having to sell off some of the units...I agree that paying debt should be concern number one for any cash flow that can be devoted to other than operating and capital right now...

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