Cedar Fair Agrees To Be Acquired by Affiliate of Apollo Global Management
17 December 2009 - 1:21PM
PR Newswire (US)
Cedar Fair Unitholders To Receive $11.50 Per Unit SANDUSKY, Ohio,
Dec. 16 /PRNewswire-FirstCall/ -- Cedar Fair, L.P. (NYSE: FUN), a
leader in regional amusement parks, water parks and active
entertainment, announced today that it has entered into a
definitive merger agreement to be acquired by an affiliate of
Apollo Global Management, a leading global alternative asset
manager. Under the terms of the agreement, Cedar Fair unitholders
will receive $11.50 in cash for each Cedar Fair limited partnership
unit that they hold, representing a 43% premium over Cedar Fair's
volume weighted average closing unit price over the past 30 days
and a 28% premium over the closing unit price on December 15, 2009.
The transaction is valued at approximately $2.4 billion, including
the refinancing of the Company's outstanding indebtedness.
Affiliates of J.P. Morgan, BofA Merrill Lynch, Barclays Capital
Inc., UBS Investment Bank and KeyBanc Capital Markets have provided
an aggregate of $1.95 billion financing commitment in support of
the transaction. The board of directors of Cedar Fair has
unanimously approved the merger agreement and has resolved to
recommend that Cedar Fair limited partnership unitholders adopt the
agreement. Cedar Fair's chairman, president and chief executive
officer, Dick Kinzel, said, "We have considered a wide range of
strategic alternatives over the past several years. After
considering these strategic alternatives, we have concluded that
the transaction with Apollo is in the best interest of our
unitholders." "This transaction allows Cedar Fair unitholders to
realize significant value from their investment in our Company over
recent trading levels," added lead director, Michael Kwiatkowski.
"Apollo has a strong track record of growing businesses, and its
desire to add Cedar Fair to its portfolio serves as a testament to
our solid business model and the talent of our people." Aaron
Stone, a Senior Partner at Apollo, said, "We are extremely pleased
to be acquiring this premier amusement park operator. We look
forward to partnering with Cedar Fair's management team and
employees to build on the many strengths of the Company. We are
firmly committed to Cedar Fair's continued growth as an industry
leading amusement park operator." Transaction Details The merger is
conditioned upon, among other things, the approval of holders of
two-thirds of Cedar Fair's outstanding units, the receipt of
regulatory approvals and other closing conditions. Assuming the
satisfaction of these conditions, the transaction is expected to
close by the beginning of the second quarter of 2010. The merger
agreement does not include a financing condition. Upon completion
of the merger, Cedar Fair will become a private company,
wholly-owned by an affiliate of Apollo Global Management. Under the
terms of the merger agreement, Cedar Fair may solicit alternative
proposals from third parties for 40 days and will consider any such
proposals. There can be no assurance that the solicitation of such
proposals will result in an alternative transaction. In addition,
Cedar Fair may, at any time, subject to the terms of the merger
agreement, respond to unsolicited proposals. Rothschild Inc. and
Guggenheim Securities, LLC are the Company's financial advisors,
and Weil, Gotshal & Manges LLP and Squire, Sanders &
Dempsey are its legal advisors. Wachtell, Lipton, Rosen & Katz
and O'Melveny & Meyers LLP acted as legal advisors and BofA
Merrill Lynch, J.P. Morgan, Barclays Capital Inc., and UBS
Investment Bank acted as financial advisors to Apollo Global
Management in connection with the transaction. 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. Amusement parks in the Company's northern region include
two in Ohio: Cedar Point, consistently voted "Best Amusement Park
in the World" in Amusement Today polls and Kings Island; as well as
Canada's Wonderland, near Toronto; Dorney Park, PA; Valleyfair, MN;
and Michigan's Adventure, MI. In the southern region are Kings
Dominion, VA; Carowinds, NC; and Worlds of Fun, MO. Western parks
in California include: Knott's Berry Farm; California's Great
America; and Gilroy Gardens, which is managed under contract. About
Apollo Global Management Apollo is a leading global alternative
asset manager with offices in New York, Los Angeles, London,
Singapore, Frankfurt and Mumbai. Apollo had assets under management
of over $51 billion as of September 30, 2009, in private equity,
credit-oriented capital markets and real estate invested across a
core group of nine industries where Apollo has considerable
knowledge and resources. Forward-Looking Statements Some of the
statements contained in this news release (including information
included or incorporated by reference herein) may constitute
"forward-looking statements" within the meaning of the safe harbor
provisions of the United States Private Securities Litigation
Reform Act of 1995, including statements as to the Company's
expectations, beliefs and strategies regarding the future. These
forward-looking statements may involve risks and uncertainties that
are difficult to predict, may be beyond the Company's control and
could cause actual results to differ materially from those
described in such statements. Although the Company believes that
the expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such expectations will
prove to be correct. Important factors could adversely affect the
Company's future financial performance and cause actual results to
differ materially from the Company's expectations, including
uncertainties associated with the proposed sale of the Company to
an affiliate of Apollo Global Management, the anticipated timing of
filings and approvals relating to the transaction, the expected
timing of completion of the transaction, the ability of third
parties to fulfill their obligations relating to the proposed
transaction, the ability of the parties to satisfy the conditions
to closing of the merger agreement to complete the transaction and
the risk factors discussed from time to time by the Company in
reports filed with the Securities and Exchange Commission (the
"SEC"). Additional information on risk factors that may affect the
business and financial results of the Company can be found in the
Company's Annual Report on Form 10-K and in the filings of the
Company made from time to time with the SEC. The Company undertakes
no obligation to correct or update any forward-looking statements,
whether as a result of new information, future events or otherwise.
Additional Information About This Transaction This news release may
be deemed to be solicitation material in respect of the proposed
transaction. In connection with the proposed transaction, the
Company will file with, or furnish to, the SEC all relevant
materials, including a proxy statement on Schedule 14A. INVESTORS
AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC, INCLUDING THE
COMPANY'S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The final proxy statement will be mailed to unitholders of the
Company. Investors and security holders will be able to obtain the
proxy statement (when available) and other documents filed by the
Company free of charge from the SEC's website, http://www.sec.gov/.
The Company's unitholders will also be able to obtain, without
charge, a copy of the proxy statement and other relevant documents
(when available) 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, http://www.cedarfair.com/. 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 proposed transaction.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and the other
relevant documents filed with, or furnished to, the SEC when they
become available. This news release and prior news releases are
available online at http://www.cedarfair.com/. Contact: Stacy
Frole, (419) 627-2227 DATASOURCE: Cedar Fair, L.P. CONTACT: Stacy
Frole of Cedar Fair, L.P., +1-419-627-2227 Web Site:
http://www.cedarfair.com/
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