Cedar Fair gets OK to amend four notes ahead of Six Flags merger

By Wendy Van Sickle

Columbus, Ohio, Nov. 9 – Cedar Fair, LP announced the results of its solicitation of consents from holders of its 5 3/8% senior notes due 2027, 5¼% senior notes due 2029, 5½% senior secured notes due 2025 and 6½% senior notes due 2028, all co-issued with its wholly owned subsidiaries, for the adoption of some proposed amendments to the indentures governing the notes, according to a press release.

As of the expiration of the solicitation at 5 p.m. ET on Nov. 9, holders of 97.7% of the outstanding 2027 notes, 94.44% of the outstanding 2029 notes, 90.22% of the outstanding 2025 notes and 97.9% of the outstanding 2028 notes had delivered their consents.

Accordingly, the co-issuers obtained the consents required to effect the proposed amendments to each indenture.

As previously disclosed, Cedar Fair and Six Flags Entertainment Corp. entered into a definitive merger agreement to combine in a merger of equals transaction.

The proposed amendments sought to modify the indentures to enable the co-issuers to select Nov. 2, the date of the merger agreement, as the testing date for purposes of calculating, with respect to the merger and related transactions, any and all ratio tests under the indentures.

These ratio tests include the 5.50 to 1.00 total indebtedness to consolidated cash flow ratio test; in the case of the 2027, 2029 and 2028 notes, the 3.75 to 1.00 consolidated secured indebtedness leverage ratio test; and in the case of the 2025 notes, the 3.75 to 1.00 consolidated first-lien leverage ratio test, each of which was satisfied when tested on Nov. 2.

Specifically, as of Sept. 24, the relevant date of determination when using a Nov. 2 testing date, the total indebtedness to consolidated cash flow ratio was 4.32 to 1.00, and, after giving pro forma effect to the merger, the total indebtedness to consolidated cash flow ratio would have been 4.81 to 1.00. As of Sept. 24, the consolidated secured indebtedness leverage ratio and consolidated first-lien leverage ratio were each 1.87 to 1.00, and, after giving pro forma effect to the merger, the consolidated secured indebtedness leverage ratio and consolidated first lien leverage ratio would have been 1.82 to 1.00.

The record date for the consent solicitation was 5 p.m. ET on Nov. 2.

Holders who delivered consents to the proposed amendments will receive an aggregate cash payment of $2.50 per $1,000 principal amount of 2027 notes, $2.50 per $1,000 principal amount of 2029 notes, $1.25 per $1,000 principal amount of 2025 notes and $2.50 per $1,000 principal amount of 2028 notes.

The co-issuers, the guarantors party to the indentures, the indenture trustee and the collateral agent, as applicable, executed supplemental indentures effecting the proposed amendments with respect to each series of note on Nov. 9.

The supplemental indentures became effective immediately upon execution.

The consent payment will be made upon or immediately prior to consummation of the merger, and the proposed amendments will not become operative unless the consent payment is made.

The solicitation was announced on Nov. 3.

Goldman Sachs & Co. LLC is the solicitation agent (800 828-3182 or 212 902-5962; GS-LM-NYC@gs.com), and Global Bondholder Services Corp. is the information, tabulation and paying agent (855 654-2015 for banks and brokers or 212 430-3774 for all others; fax 212 430-3775/3779; contact@gbsc-usa.com).

Cedar Fair is an amusement resort operator based in Sandusky, Ohio. Cedar Fair’s parks are located in Ohio, California, North Carolina, South Carolina, Virginia, Pennsylvania, Minnesota, Missouri, Michigan, Texas and Toronto. Six Flags is an amusement park company based in Arlington, Tex. It has properties throughout the United States and in Canada and Mexico.

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