8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 20, 2020

CEDAR FAIR, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-9444	34-1560655
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

One Cedar Point Drive,

Sandusky, Ohio 44870-5259

(419) 626-0830

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Depository Units (Representing Limited Partner Interests)	FUN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

In connection with a private offering (the “Offering”) of $875 million aggregate principal amount of senior secured notes due 2025 (the “Notes”) by Cedar Fair, L.P. (“Cedar Fair”) and its wholly owned subsidiaries Magnum Management Corporation (“Magnum”), Canada’s Wonderland Company (“Cedar Canada”) and Millennium Operations LLC (“Millennium” and, collectively, with Cedar Fair, Magnum and Cedar Canada, the “Issuers”), the Issuers are disclosing certain information to prospective investors in a preliminary offering memorandum dated April 20, 2020 (the “Preliminary Offering Memorandum”).

Pursuant to Regulation FD, Cedar Fair is furnishing as Exhibit 99.1 to this Current Report on Form 8-K the sections captioned “Summary—Recent developments—Credit Facilities Amendment, “Summary—Recent developments—Borrowings Under Revolving Facility” and “Summary—Recent Developments—Expected Impairment” from the Preliminary Offering Memorandum.

The information in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report on Form 8-K, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. This Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.

The information in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

Item 8.01 Other Events.

On April 20, 2020, Cedar Fair issued a news release announcing that it, together with the other Issuers, commenced the Offering. Cedar Fair intends to use $464.0 million of the net proceeds from the Offering to repay a portion of its senior secured term loan facility, and the remaining net proceeds to pay fees and expenses related to the Offering and for general corporate and working capital purposes. The news release related to this announcement is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Language Concerning Forward-Looking Statements

Information set forth in this Current Report (including the exhibits attached hereto) contains and incorporates by reference “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties including in “Summary—Recent developments” and in Part I. Item 1. Business and Part I. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, each incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2019. You can identify forward-looking statements because they contain words such as “believes,” “project,” “might,” “expects,” “could,” “propose,” “would,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that concern our strategy, plans or intentions. These forward-looking statements are subject to risks and uncertainties that may change at any time and, therefore, our actual results may differ materially from those that we expected. While we believe that the expectations reflected in such forward-looking statements are reasonable, we caution that it is very difficult to predict the impact of unknown factors, and it is impossible for us to anticipate all factors that could affect our actual results.

We caution you that the foregoing important factors from our Annual Report on Form 10-K may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements included and incorporated by reference in this Current Report may not in fact occur. The information and statements included in this Current Report speak only as of the date of this Current Report, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	99.1	Excerpt from Cedar Fair, L.P., Magnum Management Corporation, Canada’s Wonderland Company and Millennium Operations LLC’s preliminary offering memorandum dated April 20, 2020.
	99.2	Text of news release issued by Cedar Fair on April 20, 2020, regarding the commencement of a private offering of the Notes.

Signatures

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 20, 2020	CEDAR FAIR, L.P.
	By:	Cedar Fair Management, Inc., General Partner
	By:	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Recent developments

Credit Facilities Amendment

On April 19, 2020, we received sufficient consents from the continuing lenders under the amended and restated credit agreement dated April 13, 2017 (as amended by Amendment No. 1 dated as of March 14, 2018), among Cedar Fair, Magnum Management Corporation, Canada’s Wonderland Company and Millennium Operations LLC, as borrowers, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent and the other parties thereto, which includes a $750.0 million senior secured term loan facility (the “Term Loan Facility”) and a $275.0 million senior secured revolving credit facility (the “Revolving Facility” and, together with the Term Loan Facility, the “Credit Facilities”), subject to effectiveness after giving effect to the consummation of the offering and the repayment of a portion of the Term Loan Facility with a portion of the proceeds of the offering of the notes, to amend the Credit Facilities (the “Credit Facilities Amendment”) to, among other things, (i) suspend testing of the consolidated leverage ratio for the second, third and fourth quarters of the fiscal year ending December 31, 2020, (ii) add quarterly testing of a senior secured leverage ratio of 4.00 to 1.00 to be tested starting with the first quarter of the fiscal year ending December 31, 2021, which will step down to 3.75 to 1.00 in the fourth quarter of the fiscal year ending December 31, 2021, with the covenant calculation to include consolidated EBITDA from the first quarter of the fiscal year ending December 31, 2021 and the second, third and fourth quarters of the fiscal year ending December 31, 2019 until the fourth quarter of the fiscal year ending December 31, 2021, from and after which time the then current consolidated EBITDA calculations will be used, (iii) add a requirement that Cedar Fair maintain a minimum liquidity level of at least $125.0 million, tested at all times, until the fourth quarter of the fiscal year ending December 31, 2021, (iv) suspend certain restricted payments, certain payments in respect of senior unsecured debt, cash mergers and/or acquisition investments and the incurrence of incremental loans and commitments under the 2017 Credit Agreement (as defined below) until the delivery of the compliance certificate for the fourth quarter of the fiscal year ending December 31, 2021, (v) permit the incurrence of the portion of the notes being offered hereby the proceeds of which are not being applied to repay a portion of the Term Loan Facility, and (vi) increase the margins for revolving loans will be increased to 3.00% per annum for LIBOR or CDOR loans and increased to 2.00% per annum for base rate loans or Canadian prime rate loans, in each case without any step-downs. Additionally, immediately after giving effect to the Credit Facilities Amendment, Cedar Fair will receive additional commitments under the U.S. Revolving Facility of $100.0 million (the “Incremental Facility Amendment”).

Additionally, the Credit Facilities Amendment includes a waiver of any defaults that may have occurred as a result of the failure of Cedar Fair to cause each of Sawmill Creek LLC, California’s Great America LLC, Galveston Waterpark, LLC and New Braunfels Waterpark, LLC (collectively, the “New Guarantors”) to become subsidiary guarantors within the time period required by the 2017 Credit Agreement and/or for such New Guarantors and Cedar Fair Southwest Inc. to grant the liens required by the 2017 Credit Agreement with respect to its property in accordance with the terms and conditions of the applicable security documents and within the time specified by the 2017 Credit Agreement.

A condition to the effectiveness of the Credit Facilities Amendment shall be that immediately prior to the effectiveness of the Credit Facilities Amendment, Cedar Fair or any subsidiary guarantor receives net cash proceeds from the offering of the notes in an amount not less than $464.0 million, which shall be applied to the repayment of the Term Loan Facility in accordance with the 2017 Credit Agreement.

Borrowings Under Revolving Facility

As of April 17, 2020, we had incurred $130.0 million of borrowings under our Revolving Facility (the “2020 Borrowings”). After giving effect to such incurrence we had $129.6 million available to us for borrowing under the Revolving Facility. After giving effect to the Incremental Facility Amendment, we will have approximately $229.6 million available to us for borrowing under the Revolving Facility as of April 17, 2020. See “Capitalization.”

Expected Impairment

Although the process for completing the financial statements for the fiscal quarter ended March 29, 2020 is not yet complete, we expect that those financials will reflect an impairment charge associated with the Schlitterbahn acquisition. The amount of that impairment charge has not yet been finalized.

2

EX-99.2

Exhibit 99.2

NEWS RELEASE

FOR IMMEDIATE RELEASE	Contact: Investor Relations
https://ir.cedarfair.com	Michael Russell, 419.627.2233

CEDAR FAIR ANNOUNCES OFFERING OF $875 MILLION SENIOR SECURED NOTES

SANDUSKY, Ohio (April 20, 2020) — Cedar Fair Entertainment Company (NYSE: FUN) (the “Company” or “Cedar Fair”) today announced that it, together with its wholly owned subsidiaries Magnum Management Corporation (“Magnum”), Canada’s Wonderland Company (“Cedar Canada”) and Millennium Operations LLC (“Millennium” and, together with the Company, Magnum and Cedar Canada, the “Issuers”), intend to commence a private offering of $875 million aggregate principal amount of senior secured notes due 2025 (the “Notes”). Obligations under the Notes will be guaranteed by the Company’s wholly owned subsidiaries that guarantee its senior secured credit facilities (other than Magnum, Cedar Canada and Millennium) (the “Credit Facilities”).

The Company intends to use a portion of the net proceeds of the offering to repay a portion of its term loan facility and the remaining amount for general corporate and working capital purposes, including fees and expenses related to the transaction. Completion of the offering of the Notes is subject to, among other things, pricing and market conditions, and, in part, an amendment to its Credit Facilities (the “Credit Facilities Amendment”).

In connection with the offering of the Notes, the Company has received sufficient consents from lenders, assuming the prepayment of a portion of the outstanding term loan facility set to occur concurrently with the issuance of a portion of the Notes, to amend its Credit Facilities to, among other things, suspend and revise certain of the financial covenants under the Credit Facilities. The Credit Facilities Amendment is, in part, in response to the novel coronavirus (“COVID-19”) pandemic-related disruption that the Company is experiencing in 2020.

The Notes and the guarantees will be secured by first-priority liens on the Issuers’ and the guarantors’ assets that secure all the obligations under the Credit Facilities. The Notes will be offered only to

persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The issuance and sale of the Notes will not be registered under the Securities Act and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Cedar Fair

Cedar Fair Entertainment Company (NYSE: FUN), one of the largest regional amusement-resort operators in the world, is a publicly traded partnership headquartered in Sandusky, Ohio. Focused on its mission to make people happy by providing fun, immersive and memorable experiences, the Company owns and operates 13 properties, consisting of 11 amusement parks, four separately gated outdoor water parks, and resort accommodations totaling more than 2,300 rooms and more than 600 luxury RV sites. Cedar Fair’s parks are located in Ohio, California, North Carolina, South Carolina, Virginia, Pennsylvania, Minnesota, Missouri, Michigan, Texas and Toronto, Ontario. It also operates an additional theme park in California under a management contract.

Forward-Looking Statements

Some of the statements contained in this news release that are not historical in nature constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including statements as to the Company’s expectations, beliefs, goals and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our 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, it can give no assurance that such expectations will prove to be correct. Important factors, including the impact of the COVID-19 global pandemic on our business and financial results, general economic conditions, adverse weather conditions,

competition for consumer leisure time and spending, unanticipated construction delays, changes in the Company’s capital investment plans and projects and other factors discussed from time to time by the Company in its reports filed with the Securities and Exchange Commission (the “SEC”) could affect attendance at the Company’s parks and cause actual results to differ materially from the Company’s expectations or otherwise to fluctuate or decrease. 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 for the year ended December 31, 2019 and in the filings of the Company made from time to time with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, information, circumstances or otherwise that arise after the publication of this news release.

# # #

XML

Document and Entity Information	Apr. 20, 2020
Cover [Abstract]
Entity Registrant Name	CEDAR FAIR L P
Amendment Flag	false
Entity Central Index Key	0000811532
Document Type	8-K
Document Period End Date	Apr. 20, 2020
Entity Incorporation State Country Code	DE
Entity File Number	1-9444
Entity Tax Identification Number	34-1560655
Entity Address, Address Line One	One Cedar Point Drive
Entity Address, City or Town	Sandusky
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44870-5259
City Area Code	419
Local Phone Number	626-0830
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Depository Units (Representing Limited Partner Interests)
Trading Symbol	FUN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false