Q, FUN & SPECIAL MEETINGS, THE FUN CONTINUES

[The Interpreter]

SANDUSKY, Ohio, Nov. 15, 2010 /PRNewswire-FirstCall/ -- Cedar Fair Entertainment Company (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today announced that it has received a request for a Special Meeting of Unitholders from Q Funding III, L.P. and Q4 Funding, L.P., which together beneficially own 5,687,276 units, or approximately 10.28% of the outstanding units of Cedar Fair. The Company plans to respond to this request, in accordance with its limited partnership agreement and the requirements of the Securities and Exchange Commission (SEC).

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. Its parks are located in Ohio, California, North Carolina, South Carolina, Virginia, Pennsylvania, Minnesota, Missouri, Michigan, and Toronto, Ontario. Cedar Fair also operates the Gilroy Gardens Family Theme Park in California under a management contract. Cedar Fair's flagship park, Cedar Point, has been consistently voted the "Best Amusement Park in the World" in a prestigious annual poll conducted by Amusement Today newspaper.

Additional Information

This may be deemed to be solicitation material in respect of the proposals described in Q Investments' preliminary proxy statement, filed on November 3, 2010. In connection with such proposals, the Company intends to file with, or furnish to, the Securities and Exchange Commission (the "SEC") all relevant materials, including a proxy statement on Schedule 14A. 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, WHEN AVAILABLE, THE COMPANY'S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSALS. The definitive proxy statement (when available) will be mailed to unitholders of the Company. Investors and security holders will be able to obtain a copy of the proxy statement (when available) 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 proxy statement (when available) 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 Morrow & Co., LLC, at (203) 658-9400 or toll free at (800) 206-5879.

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 proposals. Additional information regarding the interests of such potential participants will be included in the proxy statement when it becomes available.

Contact: Stacy Frole (419) 627-2227

SOURCE Cedar Fair Entertainment Company

Back to top RELATED LINKS

http://www.cedarfair.com

http://www.prnewswir...-108218134.html

[The Interpreter]

http://www.morningjo...91821474589.txt

Hmmm....18.1 percent....10.28 percent....is someone reducing their holdings or can management not count Q interests?

[CoastersRZ]

That is interesting. I had always heard that Q owned 18% not the lower 10% Did some one make a calculation error?

[The Interpreter]

If someone did, that someone is in the employ of or contracted to either FUN or PR Newswire. The latter is known for almost never making errors, as they merely transmit that which is electronically sent them by the releasor.

It's not a typo, given the total shares ratio. I'd say someone has been selling holdings...or that Mr. Raynor has more than two components of Q holding units...only those two units have filed the request, though.

[CoastersRZ]

I was actually wondering if what you stated at the end was correct. I seem to recall that there was more than just Q3 and Q4 that held positions in Cedar Fair.

Although, Mr. Raynor could have been doing some profit taking as well in the last few weeks with the unit price above the $15 mark now.

[KIfan1980]

According to Yahoo Finance the top institutional investors (as of Jun 30th, 2010), include Q III, Mr. Raynor, and Q 4. Comparing that to the SEC filings from Jan/Feb timeframe, it looks like Q has just been moving units around, but still held (as of Jun 30th) 18.1%

[RailRider]

My understanding is that Q has 2 main requests. One they want CF to renegotiate their debts so they can pay a higher dividend and two they want to force Kinzel from his top spot on the board. While I partially agree with part of their requests, I would rather CF reduce their current debt loads so that long term they can continue paying a dividend and gradually increase the amount. I am affraid of renegotiating their debt and paying a higer dividend may be a beneficial short term strategy for unit holders, but may it lead to inability to repay dividends in the near future again?

Just some thoughts I have about the whole situation. Wondering if Q wants the high dividends so they can flip their stock at a higher price.

[CoastersRZ]

If that were the case, then why would they be wanting Dick Kinzel removed from his post as well? And if the proxy that Q filed is accurate, they may have already sold off some of their units.

[PhantomTheater]

http://toledoblade.com/article/20101119/BUSINESS03/101119496

CF says it is on.

[Dalefan]

If that were the case, then why would they be wanting Dick Kinzel removed from his post as well? And if the proxy that Q filed is accurate, they may have already sold off some of their units.

Q wants to put their own person in that's why. I smell a shady stock deal going down if they do. This is one reason why i never bought into any kind of stocks. It's too risky and you can loose more then you will gain. This is a bit of what was said, The Texas funds have proposed hiring a new board chairman previously unaffiliated with the company, and having the company pay a higher dividend. I still think that they need to keep Dick in as CEO till he leaves. It's only one year people. Lol. If Q puts their own person in, things will go down hill.

[PhantomTheater]

http://morningjournal.com/articles/2010/11/20/news/business/mj3704845.txt?viewmode=default

CF recommends share holders to vote against any changes Q wants. We wouldn't want to disrupt the country club atmosphere now would we?

[The Interpreter]

FUN files revised draft proxy materials with SEC:

http://www.sec.gov/Archives/edgar/data/811532/000119312510272398/dprer14a.htm

[KIfan1980]

That indicates that the Board "unanimously" recommends votes against the proposals. I guess this surprises me as I thought Q had previously had the board expanded by 2 people who were supposed to be less part of the Kinzel Club.

[CoastersRZ]

But, while the board was expanded by two members, I believe it went from seven members to nine. So while the number of board members increased, they haven`t fully impacted the board yet. The one thing I found odd in the revised proxy is that there is no date or location for the proposed special meeting. The only thing that is stated is only unit holders of record on December 9th are eligible to vote in the special vote.

[The Interpreter]

http://toledoblade.com/article/20101202/BUSINESS03/101209950/-1/BUSINESS05

[KIfan1980]

RZ - I understand the new members can't fully impact the board. I was just surprised at it being unanimous (implies 9-0 vote) versus a split (7-2 vote).

As for the date, at least they haven't set one they know they'll cancel, without telling the unit holders until the night before ... yet.

[The Interpreter]

No need to. Even if both these proposals were to pass with the unit holders, they cannot be put into effect without the consent of the general partner....

[The Interpreter]

Note that today Screamscape claims Cedar Fair has set December 9 as the date for the vote on the proposals. This is NOT correct. It's the record date, which means that only unit holders who own the units as of that date can vote. The date for the vote has not been set, nor has the place.

http://www.screamsca...s.htm#CedarFair

[Dalefan]

Note that today Screamscape claims Cedar Fair has set December 9 as the date for the vote on the proposals. This is NOT correct. It's the record date, which means that only unit holders who own the units as of that date can vote. The date for the vote has not been set, nor has the place.

http://www.screamscape.com/html/industry_news.htm#CedarFair

Screamscape hardly has any news that is true. Lol.

[The Interpreter]

Actually, quite a bit there turns out to be true or is in the nature of a press release. It's when Lance starts interpreting things that you have to watch carefully...

[The Interpreter]

Cedar Fair SUED THEN SETS MEETING FOR JANUARY 11, 2011:

9 a.m., Huron, Ohio at the Cedar Point Center at Bowling Green State University’s Firelands College.

http://toledoblade.c...ESS03/101209688

http://www.prnewswir...-111551844.html

[BoddaH1994]

A letter from Q to the Cedar Fair Board:

Dear Gentlemen:

On December 6, 2010, we learned that the board retained Korn/Ferry International to assist it in hiring a new Chief Executive Officer.

Unfortunately, as we have expressed before, we do not believe the current board is always looking out for unitholders' best interests. Earlier this year, we outlined our original issues with the board, which included a lack of new blood, a lack of deep financial knowledge, and an apparent lack of willingness to challenge the current CEO. As part of the annual meeting process this year, unitholders were fortunately able to place two exceptionally well qualified and completely independent candidates on the board, Eric Affeldt and John Scott, but they are only two of nine voices currently on the board.

Despite these new board additions and pleas from other unitholders, we believe the board is still ignoring many unitholders' desire for a distribution in the $1 range in favor of Dick's apparent desire to divert almost every available dollar to debt reduction. Unitholders shall soon speak loudly and clearly as to what they want here.

Finally, the board has continued with what is, in our view, the absurd policy of prohibiting unitholders from communicating directly with their elected representatives.

The selection of a CEO is one of the most important decisions a board can make. Given past performance, we have very real concerns about whether this board is up to the challenge. A board must challenge its CEO on important decisions. It is far too easy to allow a long-serving CEO, especially one who is also chairman of the board and has likely hand-selected nearly every member of the board, to do what he wants. The Apollo transaction was a mistake. The board went along. The refinancing was, in our opinion, done at the worst time and in the worst way. The board went along. The CEO let the long-serving COO go under curious circumstances. The board went along. We have no reason to believe that the board will not "go along" with Dick on the selection of a hand-picked successor.

We therefore wish to make it clear to this board, and to any potential candidate, that just because this board has endorsed their candidacy, we may not support the candidate. And if we do not support the candidate, we will campaign vigorously for his or her removal at the earliest possible time.

Further, we would like to take this time to let you know that should the company not put forth completely independent and qualified directors for the openings in 2011, we may consider taking action again as we did prior to the 2010 annual meeting.

Regards,

Q Funding III & Q4 Funding

Source: http://oozingalpha.blogspot.com/2010/12/q-funding-raises-temperature-on-cedar.html

[AZ Kinda Guy]

Holy crap. Haha I love it. Can't say I disagree with that letter either.

[BoddaH1994]

ˆ lol... I thought the letter was a little “in your face“ if you ask me.

Did anyone else think the letter is a little too informal? I noticed they referred to the CEO as Dick rather than Mr. Kinzel, amongst other things.

[The Interpreter]

So...Q says there ARE two independent board members...which they themselves helped to put on the board.

And yet that board is unanimously AGAINST Q's two current proposals.

Terp, just sayin'

[KIfan1980]

And those two are "exceptionally well qualified" and "completely independent".

Unless of course the draft proxy statement incorrectly represents the board as "unanimous" - if that is even possible?

[The Interpreter]

Possible? Sure. Likely? Not at all...

[TombRaiderFTW]

Holy crap. Haha I love it. Can't say I disagree with that letter either.

+1.

[AZ Kinda Guy]

ˆ lol... I thought the letter was a little “in your face“ if you ask me.

Did anyone else think the letter is a little too informal? I noticed they referred to the CEO as Dick rather than Mr. Kinzel, amongst other things.

I agree. However, it was nice to see them get called out in plain english and not have it sugar coated.

[The Interpreter]

Mr. Raynor doesn't play nice ball....it may very well get very interesting before all this is over.

What I particularly do not understand, though, is that unit holder proposals as to board makeup and leadership division (Chairman/CEO) cannot be implemented without the consent of the General Partner...then again, I have never really understood why FUN agreed to add two more board members...