The Interpreter Posted February 11, 2011 Author Share Posted February 11, 2011 Which takes me again to the question I ask over and over and over...given that general partner can ignore the wishes of limited partners with perfect impunity, why does Cedar Fair Management, Inc. pay heed to these NONBINDING resolutions, campaign against them, defend itself, then even implement the ones that pass? Why? Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted February 11, 2011 Share Posted February 11, 2011 Well what would the markets do to the unit price if Cedar Fair ignored these requests? And don`t many of executives who work for Cedar Fair Management, Inc. hold units in the LP? Ie, if the price of the units were to tumble, wouldn`t that negatively affect their pocketbooks? It will be interesting to hear what Cedar Fair says at the conference call on Tuesday and if they mention any of their dealings with Q. Quote Link to comment Share on other sites More sharing options...
Leland Wykoff Posted February 11, 2011 Share Posted February 11, 2011 Which takes me again to the question I ask over and over and over...given that general partner can ignore the wishes of limited partners with perfect impunity, why does Cedar Fair Management, Inc. pay heed to these NONBINDING resolutions, campaign against them, defend itself, then even implement the ones that pass? Why? Cedar Fair has maneuvered itself into a dark corner. They are trying to appease the capital investors, whom ultimately hold the power. The reality on paper does not match the reality on the ground. If Cedar Fair Management, Inc. continues the Egyptian School of Management (i.e. we are all powerful, in charge, and we are not bending to the will of our people, it is our way or the highway) the markets and investors will loose faith and abandon the company. Imagine you are the banker faced with lending Cedar Fair money under such circumstances. A owner base in open mutiny. This does not inspire confidence. Management knows this. The reality is simply this, in the long run the board and management must take serious legitimate concerns of her owners. In the event the Board and management are to thick to understand this concept (and I do not think they are that stupid) they do know and understand they have legal, fiduciary, and moral duties to the Unitholders. These responsibilities are in conflict with the concept of ignoring Unitholders. Taking a "hands-off" approach to Unitholders puts the Board in possible violation of its fiduciary obligations. To top off all of this Cedar Fair is suffering a black eye over the whole Apollo debacle. When DealBook at the New York Times repeatedly call you out as a company for corporate governance issues, board member behavior, shareholder abuses, and questionable actions on the borderlines of law and regulations, well it tends to mean your house is not in order. Such criticism demands action. For these reasons I believe Cedar Fair is taking positive steps to address Unitholder concerns. They have little choice. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 11, 2011 Author Share Posted February 11, 2011 http://www.morningjournal.com/articles/2011/02/11/news/mj4092996.txt?viewmode=fullstory Quote Link to comment Share on other sites More sharing options...
jcgoble3 Posted February 11, 2011 Share Posted February 11, 2011 http://www.morningjo...wmode=fullstory All I get is a 404 Page Not Found error. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 11, 2011 Author Share Posted February 11, 2011 The article has been moved. It can now be found at: http://www.morningjo...n/mj4092996.txt Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted February 25, 2011 Author Share Posted February 25, 2011 FUN Could Divvy Out $1 Per Unit: http://www.sanduskyr...ivvy-out-1-unit (Probably would not be happening if Q were not around...) Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 15, 2011 Author Share Posted March 15, 2011 I have delayed posting this until I got other insights from those I trust who know such things (yes, Terpy relies on others far wiser than him in such matters). They assure me this IS the correct thread to post this rather amazing data in: http://www.sec.gov/A...63919-index.htm Activity was Friday. Why? That's the Q. And indentures...which probably wouldn't even be were it not for Q. Rather, Apollo would be the beneficiary... Some are amused by the cues, clues and news posted by KI and it's PR people. To me, things like this are far more intriguing. There are reasons for all this. And for all of it to be posted now. Things, they are a changin' Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted March 15, 2011 Share Posted March 15, 2011 For the lay person, what are we looking at at that link? Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 15, 2011 Author Share Posted March 15, 2011 A long list of corporations, subsidiaries controlled by Cedar Fair's general partner, all of which will be collateral for Cedar Fair's financing. Accountants and lawyers here and elsewhere will find them interesting. Thus the indenture. Terp, who remembers when deeds started "This indenture..." Quote Link to comment Share on other sites More sharing options...
Timbo1 Posted March 15, 2011 Share Posted March 15, 2011 Do you think this is the official restructuring of the company or the selling? Could the new owner be the big 3-18-11 news? A long list of corporations, subsidiaries controlled by Cedar Fair's general partner, all of which will be collateral for Cedar Fair's financing. Accountants and lawyers here and elsewhere will find them interesting. Thus the indenture. Terp, who remembers when deeds started "This indenture..." Quote Link to comment Share on other sites More sharing options...
Dieseltech20 Posted March 15, 2011 Share Posted March 15, 2011 Do you think this is the official restructuring of the company or the selling? Could the new owner be the big 3-18-11 news? Only if the new owner is buried in the woods behind Racer. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 15, 2011 Author Share Posted March 15, 2011 This type of filing is typical of a refinancing, though the extent of the assets pledged is rather...breathtaking! Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted March 15, 2011 Share Posted March 15, 2011 So I wonder what the difference is between Western Row Properties, Inc. and Kings Island Company. Quote Link to comment Share on other sites More sharing options...
Cory Butcher Posted March 15, 2011 Share Posted March 15, 2011 So, in essence, the extra property surrounding Kings Island could be pledged separately from the park as an asset in the refinancing of debt; If that extra land is represented as being owned by a separate subsidiary included in the list.. Some of that is interesting, and could be of some concern. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 15, 2011 Author Share Posted March 15, 2011 This has not been cheap, nor was it done without good reason. Quote Link to comment Share on other sites More sharing options...
Cory Butcher Posted March 15, 2011 Share Posted March 15, 2011 This has not been cheap, nor was it done without good reason. And, would you wager to agree that most unit holders will not take a look at that list? Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 15, 2011 Author Share Posted March 15, 2011 Most unit holders don't look at most filings. Some don't even know the company is a limited partnership, and thus their indicia of ownership is somewhat less than it otherwise would be.... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 18, 2011 Author Share Posted March 18, 2011 Q FILES SUIT TO FORCE MEETING: ...On March 17, 2011, the Reporting Persons filed suit in Delaware to enforce their right under the Issuer's partnership agreement to have the Issuer set the time, date and place of the upcoming special meeting of unitholders. The Reporting Persons want to ensure that the Issuer acts fairly by holding a special meeting relating to unitholders' ability to nominate directors prior to the Issuer's annual meeting. A copy of the suit is attached as an exhibit and is incorporated herein by reference.... http://www.sec.gov/A...rfair13da18.htm The lawsuit: http://www.sec.gov/A.../exhibit994.htm (Note that it also appears that the Reporting Persons have been adding to their holdings...as seen from the percentages listed in that first document) Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted March 18, 2011 Share Posted March 18, 2011 So why does Q keep insisting on suing Cedar Fair and holding these special meetings? By now, aren`t they costing Cedar Fair quite a bit of money? And it is a little puzzling that Q keeps buying more units in Cedar Fair, yet they seem to have be such an adversary to everything that Cedar Fair does. It will be interesting to see what comes of this lawsuit. More interesting will be to see who is selected as the CEO elect. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 19, 2011 Author Share Posted March 19, 2011 Two days later, The Toledo Blade weighs in: http://toledoblade.c...-meeting-2.html ...Cedar Fair spokesman Stacy Frole said her company sent Q Investments a letter Tuesday stating it would "comply fully" and call a special meeting of shareholders. The company planned to do as it did last December — file a preliminary proxy statement with the SEC, and set the actual date if the proxy is approved.... And would this have been the plan had Q not sued? Pardon the question...There is an annual meeting coming, and with enough delay this vote could have easily been delayed until after then...and the next set of vacancies for directors will have already been chosen...so any vote would not have been put in to effect until after Mr. Kinzel's retirement, if indeed it happens as scheduled and is not yet again deferred. But then, certainly FUN would not have done that.... FUN, the company where dinosaurs are among the biggest attractions! They may be old and move slowly, but they are powerful! Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 19, 2011 Author Share Posted March 19, 2011 And finally, from the Sandusky Register: http://www.sanduskyr...sues031911tjxml (perhaps an editor asked, Why is that in the Blade?) Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 21, 2011 Author Share Posted March 21, 2011 Q files soliciting material (aka advertising): http://www.sec.gov/Archives/edgar/data/811532/000089742311000058/cfad032011.htm Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted March 21, 2011 Share Posted March 21, 2011 For those who get the Sunday print edition of the Cincinnati Enquirer, the advertisement at that link, was printed in yesterday`s Cincinnati Enquirer. (My uncle called me asking about it). Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 21, 2011 Author Share Posted March 21, 2011 I strongly suspect it was also in the Sandusky Register, Toledo Blade and Cleveland Plain Dealer.... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 22, 2011 Author Share Posted March 22, 2011 The Plain Dealer weighs in: http://www.cleveland.com/business/index.ssf/2011/03/cedar_fairs_largest_investor_f.html Quote Link to comment Share on other sites More sharing options...
Leland Wykoff Posted March 22, 2011 Share Posted March 22, 2011 The failed Cedar Fair and Apollo merger attempt continues to have broader impact in the Merger and Acquisition world. For an interesting legal paper examining many of the related issues please see: http://www.whoswholegal.com/news/features/article/28916/whos-boss-role-boards-shareholders-us-m-a-transactions/ Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted March 22, 2011 Author Share Posted March 22, 2011 And that story is nowhere near completely written. Terp, who almost said too much today...but didn't Quote Link to comment Share on other sites More sharing options...
Leland Wykoff Posted March 23, 2011 Share Posted March 23, 2011 The bottom line to the current dispute is simply this: Cedar Fair management fears being held accountable by her owners. Rather they seek to maintain the status quo of a captured board which fails in its primary task of "directing." Other items of interest, or a housekeeping nature, would be this gem from the "Cedar Fair reports record results for 2010" press release: "Additionally in the fourth quarter of 2010, the Company recognized a $62.4 million non-cash charge for impairment/retirement of fixed assets. Although the acquisition of the Paramount Parks in 2006 continues to meet the Company's collective operating and profitability goals, the performance of Great America fell below its original expectation and resulted in this impairment charge." One may infer Cedar Fair is positioning itself to dispose of Great America. By taking the $62.4 million impairment CF effectively lowers the value, and thus price, of Great America. Note this impairment charge comes as Cedar Fair was moving rides from GA to other CF properties. Removal of signature rides further impacts the valuation of GA. Thus possibly further lowering its sale value. Should the GA landlords exercise eminent domain to acquire the property, Cedar Fair has handed them a $62.4 million discount to fair market value coupon. It is interesting CF would take these actions at a time they are in reported negotiations to sell the lease interests in this property. Clever folks also wonder what to make of the CF claim "Although the acquisition of the Paramount Parks in 2006 continues to meet the Company's collective operating and profitability goals..." Clever folks consider one of two possibilities: 1) CF management planned for the Paramount Parks to perform so poorly as to lead to a liquidity crisis requiring a distressed merger attempt, or 2) The Paramount Parks have performed to a high level of expectation and thus it is the legacy parks which are performing poorly. Of course, one other possibility exists: CF management is not being truthful about the performance of the Paramount Parks acquisition. Quote Link to comment Share on other sites More sharing options...
Erosarrow05 Posted March 23, 2011 Share Posted March 23, 2011 The bottom line to the current dispute is simply this: Cedar Fair management fears being held accountable by her owners. Rather they seek to maintain the status quo of a captured board which fails in its primary task of "directing." In your most humble of opinions, right? I wonder how many of these meetings Q will demand, and have Cedar Fair pay for before the unit holders decide that Q is just on a witch hunt. Am I wrong in seeing Q for a money hungry organization that cares very little about the longevity of Cedar Fair, and primarily cares about getting as much money as they can as quick as possible with little to no regard to the fiscal stability of the company? I may be alone in my thinking, but I have very little respect for Q. Richard Kinzel, while not a 'finance guy', is by no means stupid. And if there is one thing that can be said about him, is that he genuinely cares about Cedar Fair and where the company is positioned when he retires. I do not know him, never met him, probably never will. I know only what the media shows of him and we all know he has his faults (which some like to point out more often than not) - but I get a feeling from him, after observing him for a while, he loves Cedar Fair and cares more than anything what happens to it. I just wonder if the same thing could be said for Q Funding. I could be totally wrong, maybe Mr Kinzel doesnt care, maybe he just wants a big paycheck - who knows... but to me, thats the vibe I get. Just my opinion... But I truly believe by continually calling these special meetings, Q continues to hurt its reputation among other unit holders and its only a matter of time until the other unit holders say enough if a enough. One question - What would it take to get Q out of the picture? Im sure its listed somewhere, but what is the dollar amount in stock they currently own? Quote Link to comment Share on other sites More sharing options...
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