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The Interpreter

CEDAR FAIR TO BE SOLD?

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I wish I knew more about this company... It's not as if it were Six Flags or Merlin so we knew what to expect... This appears to be like Blackstone buying BEC... We haven't the slightest idea what their intentions are. If they do sell off the parks individually, I'm hopeful. Kings Island is the cream of the crop as far as Cedar Fair Parks go.

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You can also include Parques Reunidos who bought the Kennywood group of parks - we didn't know much about them either.

 

All I can say is - AWESOME! Get Kinzel and company out of there and get a company who can be more forward thinking than the current regime.

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If Apollo's really does specialize in "flipping" failing businesses and reselling them... Well... I'd give my left lung if the future were to hold Universal's Kings Island. Of course, that's about a 1/100000000000 chance. But there's always a chance. I know what I'll ask for in my prayers tonight!

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I'm thankful my cell phone messaging works. It's been awhile since I have been on here, so thanks to the staff for sending out the update.

 

I'm saddened and hopeful about this development. Everyone knows that I like Cedar Fair and what they have done with the park. I just hope this new company does us all good.

 

Considering they are going to be taking over the. 1.6Billion dollar debt, I can bet we still won't see to much major spending for awhile.

 

Ryan

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Half of me's all about leaping for joy at the possibility of losing typical Cedar Fair management, but I'm not going to let myself get overly hopeful. (That sort of thinking kinda screwed me over with The Crypt. ;) ) I'm gonna go with the other half- which agrees with Standbyme- and just wait and see. This may be just what I've been praying for- or perhaps not it at all. Time will tell, I suppose. :)

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Cedar Fair Press Release: http://www.cedarfair.com/ir/press_releases...mp;story_id=210

 

CEDAR FAIR AGREES TO BE ACQUIRED BY AFFILIATE OF APOLLO GLOBAL MANAGEMENT

· CEDAR FAIR UNITHOLDERS TO RECEIVE $11.50 PER UNIT

 

SANDUSKY, OHIO, December 16, 2009 -- 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, B of A Merrill Lynch, Barclays Capital Inc., UBS Investment Bank and KeyBanc Capital Markets have provided an aggregate $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 & Myers LLP acted as legal advisors and B of A 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, Frankfort 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, 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, 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.

 

###

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...

 

"We never thought it was going to be as bad as it was," said Kinzel, who got his start supervising food stands in 1972 at the company's flagship park, Cedar Point in Sandusky, and became chief executive in 1986.

 

He said there were no regrets over the acquisition of the Paramount Parks and that Cedar Fair would have been fine if it weren't for economic downturn that has cut into attendance and spending. "The last thing I wanted to do is give up control of the company," he said....

http://www.google.com/hostednews/ap/articl...bshoKwD9CLB5I81

 

VERY interesting article....

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Yep. The economic downturn hit us hard I know a lot of people losing their jobs and factories shutting down.So I wonder is Kings Island in good hands ? CF made me angry a lot more than paramount did but at least CF kept the park clean.

 

I wonder if we will ever see Scooby-Doo again ... *SIGH* I wonder if we will ever get to ride SoB again ... time will tell.

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Lawsuits Filed Against Cedar Fair Sale:

 

New legal action could delay the sale of Cedar Fair to Apollo Global Management.

 

Four lawsuits filed in Erie County Common Pleas Court on behalf of five Cedar Fair unitholders claim the deal is unfair.

 

The civil suits represent Sandusky residents Mary Denslow and John R. Sprau, Indiana resident Todd Miller, Connecticut resident Kenneth Loiselle and Milford resident Joseph J. Braun....

 

The lawsuits seek to stop Cedar Fair from moving forward until legal issues are addressed.

 

To do that, a judge would have to determine if the unitholders have a solid case against Cedar Fair. The judge must also determine what's in the public's best interest and which action would cause the least harm....

Denslow and Sprau requested the cases be consolidated into a class action lawsuit that others may join.

 

http://www.sanduskyregister.com/articles/2...9e913687781.txt

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There's just one shopping day left until Christmas.

 

But if you want to buy an amusement park chain with 11 amusement parks and six water parks, there's still about 32 shopping days left.

 

Cedar Fair has 40 days from Dec. 16 -- the day it signed an agreement to be acquired by an affiliate of Apollo Global Management -- to consider other offers. That period runs through Jan. 25, said Stacy Frole, director of investor relations for Cedar Fair....

 

Assuming that a better offer doesn't come along, unitholders will be mailed proxy statements in February that include a ballot to vote on the Apollo deal, Frole said.

 

The unitholders may mail their ballots in, vote using the Internet or vote over the telephone, Frole said.

 

Each unit represents one vote, and the deal with Apollo must be approved by owners of two-thirds of the outstanding units....

 

http://www.sanduskyregister.com/articles/2...ont/1821265.txt

 

To the extent that Cedar Fair's board may have breached its fiduciary duties (and I am not saying it has), it could avoid this by finding and recommending a much higher offer for its units. How, I am not quite sure. The other side of this is that if this offer had not been recommended by the board, just how much longer could the company have continued to operate (or continue to operate) without breaching the covenants in its financing...and if it did breach them, could it successfully obtain refinancing?

 

Then again, even if a higher offer is obtained, some unitholders may attempt to continue lawsuits or start new ones. This one may take a while. Or not. It's just too early to tell, and not all facts needed to make a credible prediction on how long this will take or how it will end are known yet.

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