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Cedar Fair Corporate Development Discussion Thread (FUN)

P. 70: Cedar Fair unveils 2022 operating season plans

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Was bankruptcy really so close here? They had one of the highest dividend yields on the NYSE and they stopped the dividend to divert the cash to the debt.

 

Here's another fact: Blackstone paid $2.7 billion for Busch Entertainment (cash), and Apollo has offered (essentially) $2.4 billion for for Cedar Fair (but only $650mm in cash). So, let's say they're around the same price.

 

Are 11 (approx.) CF parks worth 5 (approx.) Busch parks? (I'm excluding Gilroy, Sesame Place, the water parks, etc. I know, oversimplification.)

 

Just doesn't add up for me. And the economy was in worse shape when the Blackstone InBev deal happened.

 

BTW, I already lost everything on Six Flags, but won with Anheuser-Busch. Yes, I understand the risks of equity investing. But at the moment, I'm not selling FUN at the offer price if I can avoid it.

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They got in to too much debt and it was only a matter of time for the bankruptcy filing.

Not necessarily true - unlike Six Flags, who was paying interest only and got in trouble once major notes and principal payments were due, they never got into anything they couldn't handle.

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According to the 3rd Quarter Cedar Fair conference call it sounded like the goal of selling Worlds and Valleyfair was that it would allow them to continue to pay off debt as well as maintain the distribution, but that what if anything that was being offered wasn't enough to satisfy the goal. That's what I got out of it anyway.

 

I think it would be a little premature to jump to the conclusion that they were going to go bankrupt. Perhaps the concern was/is that when refinancing issues come up in a couple of years that they might get hit with a non favorable interest rate, which even in a decent economy (knock on wood) would still limit their ability to pay out a distribution, and thus the stock might not seem as lucrative to potential investors. Complete speculation on my end as far as their concern goes though.

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Another interesting article today:

 

http://www.sanduskyregister.com/articles/2010/01/06/front/1843773.txt

Kinzel's golden parachute: $20 million

 

if Cedar Fair CEO Dick Kinzel lost his job after Cedar Fair was taken over, he'd receive a $20 million golden parachute to cushion his fall from power.

 

Money and power will be at stake when Cedar Fair takes the next big step in the proposed sale to private equity firm Apollo Global Management.

 

On Friday, Cedar Fair plans to file its proxy statement with the Securities and Exchange Commission, outlining more details on Apollo's plans to buy the parent company of Cedar Point and turn it into a privately-owned company. A final decision on the $2.4 billion transaction is expected within 50 days.

 

The deal includes refinancing of $1.6 billion of Cedar Fair's debt.

 

Last year's proxy statement stated that if Cedar Fair CEO Dick Kinzel lost his job after Cedar Fair was taken over, he'd receive a $20 million golden parachute to cushion his fall from power. The new statement is expected to spell out details of his proposed contract extension under the new ownership.

 

That proxy statement will include details of the sale and a ballot allowing unitholders to vote on the proposal.Unitholders will be offered $11.50 per unit. That's 28 percent above the closing price on Dec. 15, the day before the proposed deal was announced.

 

The proposal must be approved by at least two-thirds of the total number of votes. Each outstanding unit represents one vote, and there are about 55.2 million outstanding units.

 

Unitholders and anyone interested in will be able to view the proxy statement via a link at sandusky.register.com to the SEC's Web site, sec.com, on Friday.

 

Once the proxy statement is filed, the SEC will have 30 days to review it. After it's approved, the company will mail copies to all unitholders along with a paper ballot.

 

Unitholders will have a special meeting to finalize the results of the vote within 20 days of when the statements are mailed, said Stacy Frole, director of investor relations for Cedar Fair.

 

Officials anticipate the sale will be finished by the time Cedar Fair's second quarter begins March 29.

 

If finalized, there will be no annual meeting of unitholders because Cedar Fair will no longer be a publicly-traded company.

 

Several unitholders have filed lawsuits in Erie County attempting to block the sale, contending they haven't been offered enough money.

 

Interest in the new proxy statement is expected to be high.

 

The 2009 statement stated Kinzel received about $2.96 million in compensation in 2008, including a salary of $1.25 million and a bonus of about $1.27 million. If there is a "change of control," such as a takeover of the company, and Kinzel lost his job as a result, he would receive about $20.1 million in cash and benefits.

 

By comparison, Kinzel would get about $14 million for disability or if he was fired, $6 million if he retired or $3 million if he was fired for cause.

 

Cedar Fair has another important deadline later this month. The "go-shop" period, when Cedar Fair can listen to offers from companies another than Apollo, expires Jan. 25. Frole said Cedar Fair won't comment right now on whether there are other offers.

 

Here's what other top Cedar Fair executives would receive in compensation and benefits if they lost their jobs as the result of another company's takeover, according to the 2009 proxy statement.

 

* Jacob Falfas, chief operating officer: $4.9 million

 

* Peter Crage, corporate VP, chief financial officer: $3.3 million

 

* Robert Decker, corporate VP, planning and design: $1.5 million

 

* Philip Bender, regional VP: $986,000

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It seems to be a busy day in the news for Cedar Fair and the many issues it seems to be facing with this potential sale...

 

http://www.cleveland.com/business/index.ssf/2010/01/cedar_fair_executives_to_keep.html

 

Cedar Fair Entertainment Co.'s pending sale to Apollo Global Management would require investors - including top management - to sell their shares for $11.50 each. But, unlike the average investor, executives will be able to buy back some of their stake in the company after it goes private as part of a $2.4 billion acquisition deal. In fact, they'll be required to. According to disclosures made in a proxy statement filed Friday, a 6 percent ownership stake in the company has been set aside for select employees, consultants and directors of the Sandusky-based amusement park operator that owns Cedar Point, as well as Geauga Lake's Wildwater Kingdom in Aurora and King's Island near Cincinnati. Among those is Dick Kinzel, Cedar Fair's chairman, president and chief executive, who would be offered a new management contract as part of the acquisition deal. Kinzel, who is 68 and has contemplated retirement, would be signed on for three more years, while three other top managers would be kept on for at least five. Kinzel will get $3.9 million when he cashes out the 342,060 limited partner units that are part of his current equity incentive plan. He will also receive a cash bonus, worth $1.3 million. Outside of his incentive plan, Kinzel owns 1.87 million shares of Cedar Fair that he would also be forced to sell if the acquisition takes place. At $11.50 per share, Kinzel would receive $21.5 million for his investment, which makes up 3.4 percent of all outstanding shares. Of those shares, Kinzel disclaims beneficial ownership of 331,400 of them, potentially worth $3.8 million, that are jointly-owned by other investors.

 

As part of the agreement with Apollo, Kinzel would be required to reinvest $5.5 million in Cedar Fair after it goes private as part of a new incentive plan for executives. The plan also includes Jacob Falfas, chief operating officer, Peter Crage, chief financial officer, and Robert Decker, vice president of planning and design. Each of those executives would invest $1 million, $250,000, and $150,000 under the new incentive plan, respectively.

 

The company was not required to disclose how much executives would be paid under their new contracts. But in the proxy statement Cedar Fair filed on Friday, it stated that the salaries "will be substantially similar to such executive officer's current base salary subject to future annual increases" determined by the company's board of directors. In 2008, Kinzel was paid a base salary of $1.25 million. And Falfas, Crage and Decker received salaries of $625,000, $425,000 and $258,000, respectively. Also staying in place are the "change-in-control" agreements with top executives. According to the latest disclosure available, Kinzel would be eligible for a $20 million payout if Apollo gave him the boot within two years. If let go "without cause" during that time period, Falfas would get $4.9 million, Crage would get $3.3 million, and Decker, $1.5 million. But Apollo says the executives aren't going anywhere. "We look forward to working closely with Cedar Fair's talented management team and employees to foster continued growth and enhance the company's reputation as a leading operator of family amusement parks," said an Apollo spokesman Charles Zehren, who declined to comment further. Kinzel has said the acquisition is nothing more than a financing change. "We don't think that the city of Sandusky or our employees or the communities that we do business with are going to see any difference at all," he said. "What's going to change is that the money is going to come from a different source than where we're receiving our funds from now."

 

http://www.sanduskyregister.com/articles/2010/01/12/front/1857053.txt

 

The wealthy New York private equity company planning to buy Cedar Fair wants everyone to know it loves roller coasters. Apollo Management, which has said almost nothing publicly about its offer to acquire Cedar Fair, issued a statement Monday assuring customers at Cedar Point and other Cedar Fair amusement parks that it respects the parks. "We look forward to working closely with Cedar Fair's talented management team and employees to foster continued growth and enhance the company's reputation as a leading operator of family amusement parks," the company said in its two-sentence statement. "Apollo is firmly committed to Cedar Fair's amusement parks and making them growth engines for their communities while preserving each park's unique local heritage."

 

The company's spokeswoman had nothing to add, but Stacy Frole, Cedar Fair's director of investor relations, noted Monday that the statement fits with earlier promises Apollo would concentrate on refinancing Cedar Fair's debt but leave Cedar Fair CEO Dick Kinzel and his management team in charge of running the amusement park chain. "Obviously, we have a lot of local customers who appreciate the uniqueness of our own home park," Frole said. Frole also provided additional information on Cedar Fair's "go shop" period, the 40-day period in which Cedar Fair is allowed to seek other offers to find out if unitholders can obtain a better deal. The go-shop period expires Jan. 25.

 

Cedar Fair hasn't commented on its discussions with other possible suitors, but Frole said if Cedar Fair received a better offer, it would make that offer public. "If we were to receive a superior proposal, we would make that announcement," Frole said. Frole said Cedar Fair's financial advisors, Rothschild Inc. and Guggenheim Securities, are in charge of contacting other companies about a possible offer. "We wouldn't comment on who we have spoken to," she said.

 

Cedar Fair's units have traded for the last few days above the $11.50 Apollo has offered to unitholders. It closed Monday at $11.98 per unit.

 

http://www.cleveland.com/business/index.ssf/2010/01/cedar_fairs_swift_tumble_pendi.html

 

The thrill is gone for many investors in Cedar Fair Entertainment Co. who watched the company's share price free-fall over the past year as the company's finances became increasingly shaky. Many loyal Northern Ohio investors had turned to Cedar Fair years ago as a stable public investment with a generous cash distribution. But the company announced in November that it would eliminate its dividend, and now many investors are afraid their losses will be made permanent if the company's sale to Apollo Global Management goes through in coming months.

 

The acquisition offer by the New York private-equity firm would pay investors just $11.50 per limited-partner unit. That's about half the price that some paid to buy into the company two years ago. Now Cedar Fair is trying to convince investors, who must vote to approve the acquisition, that if they don't sell now, they stand to lose even more. The company filed its proxy statement late on Friday, detailing the terms of the deal and pointing to economic uncertainty, especially in the amusement park arena, that could continue to hurt the company's share value.

 

Dennis Spiegel, a former industry executive turned consultant, agrees that the outlook doesn't look great for amusement park operators. "In my opinion, we're a mature industry," Spiegel said. "We are never again going to see the days of double-digit growth at the attendance line. It just doesn't happen."

 

The industry already faces increasing competition from closer-to-home attractions like shopping malls and fun centers. Once the recession hit, that meant fewer people could afford a day at the park, said Spiegel, who is president of International Theme Park Services in Cincinnati. At Cedar Point, regular admission for an adult will be $45.99 for the 2010 season.

 

Cedar Fair saw its attendance decline 6 percent to 18.8 million during the first nine months of 2009. But the company has performed relatively well considering economic conditions, said James Hardiman, an equity analyst for FTN Midwest Securities.

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  • 2 weeks later...

http://www.sanduskyregister.com/articles/2010/01/21/front/1876014.txt

 

As lawsuits to stop the sale of Cedar Fair to Apollo Global Management go before the court today, the amusement company will try to dismiss them. Both companies filed requests late Tuesday and Wednesday asking the court to halt motions to uncover information.

 

Dennis Murray Sr., representing Cedar Fair, said the complaints are premature, and he's requesting they be thrown out. "This would be a complete waste of time until the (unitholders) vote for (a) sale," Murray said. He also points out the "go-shop" period in which Cedar Fair could accept a better deal doesn't expire until Monday.

 

At least nine lawsuits have been filed in Erie County alleging the deal is unfair to Cedar Fair unitholders. Cedar Fair's board of directors on Dec. 16 approved the sale to Apollo for $11.50 per limited unit for a sale price of $2.4 billion. The $11.50 offer is a 28 percent premium over the Dec. 15 closing price. Unitholders have argued their units are worth more than the offered price.

 

In a new lawsuit, D. Jeffrey Rengel, Vianale & Vianale and attorneys representing John and Lynda Walker argue the offer is not only inadequate but the process leading up to the sale agreement was flawed. "The board failed to identify other companies that might have been willing to pay a higher price for the unitholders' security," the lawsuit states. Walker argues in the nine months leading up to Sept. 27, Cedar Fair reported a profit of $61.7 million on revenue of $810.5 million. Murray argues unitholders have no basis for the lawsuits because they haven't proved the amusement company acted irresponsibly or that officials planned the sale for their own benefit. He added Cedar Fair wasn't acting as an auctioneer and therefore was not obligated to sell the company to the highest bidder.

 

Cedar Fair's sale to Apollo must be approved by voters representing two-thirds of the about 55 million outstanding units. The Columbus law firm Vorys, Sater, Seymour and Pease is representing Apollo Global. Cedar Fair and Apollo both state unitholders do not have the right to a fast track for information because they think the acquisition is unfair. They also argue unitholders have not proved they could win the case, nor have they proved slowing down the exchange of information could hurt them.

 

The court is also expected to discuss consolidating all lawsuits related to the Cedar Fair deal.

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Seems like alot of the people who are going through litigation didn't invest in CF to make money to begin with...just seems like alot of mom & pops' who wanted to root for the hometeam. With debt that wasn't going anywhere, attendance dropping, and needed capital improvements, Cedar Fair had two forseeable options. Either sell, or sit there and do nothing until the company wasn't worth anything. I want to see the case CF/AGM is going to make.

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Seems like alot of the people who are going through litigation didn't invest in CF to make money to begin with...just seems like alot of mom & pops' who wanted to root for the hometeam. With debt that wasn't going anywhere, attendance dropping, and needed capital improvements, Cedar Fair had two forseeable options. Either sell, or sit there and do nothing until the company wasn't worth anything. I want to see the case CF/AGM is going to make.

 

That seems to be the biggest pattern I see. People that were locals that wanted to own part of something in the community. This is a lesson to everyone: Invest in companies to make money, not to feel good.

 

I just don't see this sell going through. Which is a shame as these same people blocking it will be stunned when the company turns into Six Flags in a year or 2 financially.

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The latest news surrounding the proposed sale (and its accompanying lawsuits) has been released on multiple news sites. Details surrounding the consolidation of the 11 suits into one and the voting by Q Investments in regards to the merger has been quoted below.

 

http://www.sanduskyregister.com/articles/2010/01/22/front/1877678.txt

 

After several hours of negotiations, the 11 court cases fighting the Cedar Fair sale have been consolidated into one.

 

Nineteen attorneys deliberated in an Erie County jury room and decided the first case filed, on behalf of Indiana resident Todd Miller, would lead the legal battle against the acquisition of the amusement company.

 

Now that the lead case has been chosen, the attorneys for unitholders who filed the suits must agree on a single amended complaint. They have until next Tuesday to send that to the attorneys for Cedar Fair and its corporate suitor, Apollo Global Management. Attorneys for the two companies have until Feb. 9 to respond.

 

Attorney Kenneth Vianale spoke on behalf of unitholders during Thursday's hearing. His firm, Vianale and Vianale, represents three of the clients in the growing cluster of complainants.

 

He said previous attempts to work out the organizational structure of the lawsuit failed.

 

Erie County magistrate Steve Bechtel said he did not want the court buried in motions that would take time away from hearing the merits of a motion to dismiss the case. He asked the attorneys to try to resolve this issue before leaving the courthouse Thursday.

 

What remains to be settled, however, is whether the lawyers will be given their request for a speedy discovery process. They argue the preliminary proxy statement that unitholders may use to help decide whether to vote for the sale may contain inaccurate or insufficient financial information. The unitholders need to prove this to argue for an injunction to stop the sale while the case is heard.

 

To help determine if the information is faulty, Vianale argued they need to take depositions from financial advisors for Cedar Fair.

 

He also questioned how two corporations, supposedly acting independently, can choose the same 16 companies for financial analysis without being questioned by the board. The 16 companies included theaters, restaurants, casinos and entertainment, but left out Disney, Great Wolf Resorts and Vail Resorts.

 

Cedar Fair CEO Dick Kinzel's son previously worked for Great Wolf Resorts.

 

Unitholders also want to see board minutes from meetings in which company officials discussed the sale.

 

Bechtel said the lawyers have until Jan. 27 to come to an agreement on what information will be shared or whether the court will rule on the unitholders' request.

 

http://www.sanduskyregister.com/video?autoStart=true&topVideoCatNo=default&clipId=4481717&flvUri=&partnerclipid=

 

http://www.cedarfair.com/ir/press_releases/index.cfm?current_root=15&mode=story&story_id=211

 

SANDUSKY, Ohio, January 22, 2010 – Cedar Fair, L.P. (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today made the following statement in response to the announcement issued today by Q Funding III, L.P.:

 

The independent members of the Cedar Fair Board of Directors undertook a lengthy and thorough process to evaluate all options to address the Company’s capital structure and best serve the interests of our unitholders. After carefully weighing numerous alternatives and the outlook for the business, the Board determined, and continues to believe, that the proposed acquisition of Cedar Fair is the best option to maximize value for all unitholders. This transaction was thoroughly negotiated and includes protections for unitholders, including a go-shop process in which the Company has been actively soliciting alternative proposals. The offer price of $11.50 in cash per Cedar Fair limited partnership unit represents a 43% premium over Cedar Fair's volume weighted average closing unit price over the 30 days prior to the transaction announcement and a 28% premium over the closing unit price on December 15, 2009. This valuation also exceeds those of the recent comparable transactions in our industry.

 

We always welcome the views of our unitholders with the shared goal of enhancing value. Q Funding has not contacted us about the merger or the Company’s prospects.

 

We look forward to having the opportunity to speak with our unitholders regarding the merits of this transaction. We urge all unitholders to carefully review the Company’s definitive proxy materials when mailed before making a decision about how to vote.

 

http://www.cleveland.com/business/index.ssf/2010/01/cedar_fairs_largest_shareholde.html

 

The new largest shareholder of Cedar Fair Entertainment Co. said Friday that it will vote against the Sandusky company's proposed sale to private equity firm Apollo Global Management.

 

Q Investments, a Fort Worth, Texas-based firm that increased its equity stake in Cedar Fair to 9.8 percent this month, said it "does not believe it makes sense to vote for the merger and effectively sell at $11.50 when a holder can sell in the market for a higher price." It is urging other shareholders to vote against the deal as well.

 

Cedar Fair said the public proclamation came as a surprise since Q Investments did not contact the company about its concerns. The amusement park operator says it stands by its board's recommendation to approve the deal.

 

The board "undertook a lengthy and thorough process to evaluate all options to address the company's capital structure and best serve the interests of our unitholders," the company said in a statement. Cedar Fair needs approval from holders of at least two-thirds of the company's shares before the sale to Apollo can go through. The date of the vote has not yet been set.

 

Under the terms of the proposed acquisition, Apollo would buy Cedar Fair's assets for $635 million, as well as pay off its more than $1.7 billion debt, making the deal worth $2.4 billion. Investors would get a pay-out of $11.50 per unit. That's 27 percent more than the $9.08 closing price on Dec. 16, the day the planned acquisition was announced. But, in recent weeks, shares have been trading above $11.50.

 

On news of Q Investment's announcement, Cedar Fair's unit price increased 3.7 percent, or 45 cents, to close at $12.66 on Friday. James Hardiman, a senior equity analyst at FTN Equity Capital Markets, said some investors appeared to be buying Cedar Fair shares over the past few weeks on a hunch that Apollo could up the ante, or that another firm would make a bid. Cedar Fair says it has been actively soliciting other proposals during a "go-shop" period that ends on Jan. 25.

 

Q Investments appears to be among those speculating that it will be able to get more than $11.50 for its shares of Cedar Fair one way or another. The investment firm filed a disclosure with the SEC on Tuesday to report its stake in Cedar Fair had surpassed 5 percent.

 

It is unclear whether the company previously held any Cedar Fair units, but the disclosure means Q Investments bought millions of shares within the past two weeks, when units were trading at above $11.50. The company's holdings, owned through a subsidiary called Q Funding III LP, are worth more than $60 million.

 

After Q Investments, the largest Cedar Fair shareholders are investment firm Neuberger Berman, which owns 8.8 percent of shares, and Cedar Fair Chairman, Chief Executive and President Richard Kinzel, who owns 2.25 percent. Neuberger Berman declined to comment on its position on the Apollo deal.

 

The vast majority of Cedar Fair shares are held by individual retail investors, many of whom have also expressed discontent with the acquisition offer. Several lawsuits have been filed on behalf of investors in Erie County Common Pleas Court alleging that the board violated its obligation to do what is in their best interest. Those lawsuits are expected to be combined into one class-action suit. Cedar Fair says it believes the complaints are without merit.

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http://www.businessweek.com/ap/financialnews/D9DFG3D00.htm

 

Cedar Fair LP said Tuesday that it is proceeding with its proposed $635 million acquisition by asset manager Apollo Global Management.

 

The amusement and water park operator said in a filing with the Securities and Exchange Commission that it reached out to 32 other potentially interested parties during the 40-day period in which it was allowed to try to find alternative bids. In that time Cedar Fair, based in Sandusky, Ohio, said six of the parties wanted confidential company information in order to evaluate a possible deal but none of them wound up making an offer.

 

Now that the go-shop period has ended, Cedar Fair said in the filing that its board still believes the proposed deal with Apollo maximizes value for its unitholders.

 

Cedar Fair owns and runs 11 amusement parks, six outdoor water parks and five hotels, including Cedar Point in Ohio, Canada's Wonderland near Toronto, Dorney Park in Pennsylvania and California's Knott's Berry Farm and Great America.

 

The potential acquisition comes at a time when the company has struggled to keep consumers coming to its properties. With the economy still fairly fragile and unemployment numbers high, many consumers have pulled back on their discretionary spending, which has pushed amusement and water park attendance levels lower.

 

Even rival theme park operator Six Flags has succumbed to recessionary pressures, filing for bankruptcy protection in June.

 

Cedar Fair accepted Apollo's $11.50 per share offer last month. The transaction's total value is estimated by the companies at $2.4 billion, which includes the assumption of debt.

 

At the time Cedar Fair agreed to the acquisition, the offer price was a 27 percent premium to its closing stock price of $9.08. The shares fell 29 cents, or 2.3 percent, to $12.49 Tuesday morning, or 8.5 percent above the offer price.

 

The acquisition is expected to close by the start of the 2010 second quarter. It is dependent on regulatory clearance and holders of two-thirds of the company's shares supporting the transaction.

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  • 2 weeks later...

http://toledoblade.com/apps/pbcs.dll/article?AID=/20100203/BUSINESS03/2030358/-1/BUSINESS10

 

Chances to complete the $2.4 billion sale of Cedar Fair LP to Apollo Global Management LLC have grown dimmer, given the delay in scheduling a shareholder vote and with two big stockholders now opposing the deal. "I think the market is showing that the deal is not going to go through at this point," said Robert Routh, a Denver equity analyst with Wedge Partners Corp. One possibility, he said, is for the New York private equity firm Apollo to offer a higher bid to entice stockholders to favor the transaction.

 

The deal, announced Dec. 17, calls for Apollo to assume Cedar Fair's $1.6 billion debt load and pay its shareholders $11.50 a share. But with shares trading over $12 since Jan. 20 and daily trading volume exceeding 1 million shares 10 times since the purchase of the Sandusky amusement park company was announced, Mr. Routh said, "it leads you to the conclusion that all the institutional investors are not selling their stock, which clearly means the price per share is too low and can be renegotiated. "Because if not, the institutional investors wouldn't be waiting for the deal to close. They'd sell now."

 

The second-largest investor in Cedar Fair, mutual fund Neuberger Berman Group LLC, disclosed yesterday in filings with the U.S. Securities and Exchange Commission that it has purchased more shares - or "partnership units" - of Cedar Fair, raising its total investment to 9.6 percent from a previous 8.8 percent. Neuberger stated it will vote against the Apollo acquisition, joining hedge fund Q Funding III, which is on record against the deal and controls 12 percent of Cedar Fair shares.

 

Stacy Frole, Cedar Fair's director of investor relations, said the company maintains regular contact with Neuberger, which has been an institutional shareholder for several years. "We'll continue to reach out to our investors, both institutional and retail, to answer any questions and explain things," she said. "We still support the deal with Apollo at $11.50, which is a premium to what our units were trading at the day before the transaction."

 

On Dec. 16, Cedar Fair shares closed at $9.06 on the New York Stock Exchange. Yesterday they closed at $12.19, down 8 cents. Cedar Fair owns 11 amusement parks, including Cedar Point in Sandusky, and six water parks in the United States and Canada. A "no" vote by 34 percent of the company's 55.2 million outstanding shares would kill the deal. The two big stockholders who oppose the deal hold 21 percent.

 

With Cedar Fair shares being owned by many small investors, many of whom are upset by the deal's $11.50 share price, the prospects of passage are in jeopardy, Mr. Routh said. "If most investors felt the deal was going to go through at $11.50 it would be trading at that price or less. But it's around $12.25," he added. Mr. Routh said he thinks there "a fairly good chance" Apollo may renegotiate the $11.50 price before a vote on the deal occurs. But how much higher it would go and when it might step in - if at all - are the big questions, he said.

 

Steven Davidoff, a mergers expert, former corporate lawyer for Shearman & Sterling, and a law professor at the University of Connecticut, has been tracking the Cedar Fair-Apollo deal. The transaction is "clearly on the ropes," he said. And if the deal is voted down and Apollo walks away from the deal, it could be harmful for Cedar Fair's management. There would be "a real issue with the current management that got you into this problem," Mr. Davidoff said. "At that point, you have the issue of what do you do? Do you replace them? Do you incentivize them? … It's something the [Cedar Fair] board really would have to think about." Mr. Davidoff said the biggest unknown is what happens if Apollo doesn't sweeten the deal, it is defeated, and Apollo walks away. "They may decide … they don't want to get into a bidding war with themselves. They may want to come back in a year and buy Cedar Fair at an even lower price, or they may just walk away."

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http://www.sanduskyregister.com/articles/2010/02/09/front/1907118.txt

 

Texas investment banker Geoffrey Raynor has vowed to block the Cedar Fair deal with Apollo, and he now controls 9,383,176 'No' votes. SEC documents show Raynor now controls 17 percent of Cedar Fair's outstanding units, up from the 9.8 percent he held Jan. 20. That's the biggest chunk of Cedar Fair units controlled by any single voter.

 

Apollo Global Management's $2.4 billion offer to buy Cedar Fair must win approval from two-thirds of the possible votes. Each outstanding unit represents one vote, so someone who holds 100 units casts 100 votes. Those unitholders who don't vote will have their units automatically counted as 'No' votes.

 

Neuberger Berman, a New York asset management firm that controls the second-largest number of votes, also seeks to block the merger. That company manages 9.6 percent of Cedar Fair's outstanding units and has full discretion on voting for 8.6 percent of Cedar Fair's units.

 

Raynor's spokesman, Tom Johnson, said Raynor sticks behind a news release that said he opposes the Apollo deal and considers Apollo's $11.50 per unit offer too low. "Cedar Fair has numerous options to unlock the value in its units, but has thus far chosen to take the path that creates the least value for all of its unitholders," the release said in part. "(Raynor's company) believes other large holders intend to vote against the proposed transaction and urges all holders to do the same."

 

Cedar Fair's units, which had been trading above $12 in recent days, closed Monday at $11.86.

 

A voting deadline hasn't been set yet on the proposed merger, but it apparently will be announced any day now. The voting dates and other new details concerning the merger proposal will be included when Cedar Fair files its final proxy statement and mails it to unitholders.

 

"We expect it to be filed sometime in the near future," said Stacy Frole, director of investor relations for Cedar Fair.

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