Yeah this just came down the pipe today.  I'm nervous as hell about this.
I just hope they don't start liquidating parks and/or become like PARC did with their parks.

Does this sound like a Blackstone / Merlin type of thing?

Cedar Fair Agrees To Be Acquired by Affiliate of Apollo Global Management

Dec 16, 2009 21:21:00 (ET)

SANDUSKY, Ohio, Dec 16, 2009 /PRNewswire-FirstCall via COMTEX/ -- Cedar Fair, L.P. , 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; Ghettowinds, 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, 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.

This news release and prior news releases are available online at www.cedarfair.com .

It's hard to say.  This might not affect the guests much at all. 

I would image that they would continue investing in the chain and hold on to it for several years.  It's a profitable entity and they are getting a great deal.  I can't remember what CF paid for the Paramount parks but it seems like Apollo is getting the entire chain for about the same amount. 

I'm a little upset right now. If my financial adviser had gotten off his butt, I would have made about $300 off this deal.


This would be a good thing for Cedar Fair. Their stock has dropped $20 a share over the last couple of years, and 2008-2009 alone were the worst years they have had since the mid-nineties. Having a company come in and help out their debt is a good thing. Now Cedar Fair can focus on making money off their parks, and not sitting back and waiting to recover. It could also be a bad thing for certain assets, as this Apollo group could restructure the chain however they want, but from the sound of the CF executives enthusiasm over the deal, I'm not sure that will be the case.

I think im starting to understand this now, so basically Cedar Fair sold parts of their company to this Apollo company to help with their debt and many fans/guest are worried that Apollo will screw everything up for Cedar Fair. Am I nailing it spot on?

Well perhaps now they won't be so worried about the debt payoff since now it is pretty much taken care of

After learning more about Apollo, here is what I've found.

They are similar to a Berkshire-Hathaway, they buy up strong companies, with the intent to make profits off of them. This is a sign that Cedar Fair is doing really well. Sure they have 1.4 Billion in debt, but in this industry, you cannot stop building rides...you simply won't stay afloat. What Cedar Fair has done in the last couple years though, is reduce cost where they can (removing rides, ect). I'm still optimistic at the time being, I'm still certain that this is a good thing.

Very true. Maybe I jumped the gun with the bad feeling, but just kinda sad to see it go, and all this happened without any to little notice either.

Very true. Maybe I jumped the gun with the bad feeling, but just kinda sad to see it go, and all this happened without any to little notice either.

To us anyway, I would imagine its been in the hopper for a while.

I'm not actually invested in FUN but I think that I would seriously consider taking this offer if I was.

I've read that a lot of enthusiasts aren't interested in taking the buyout but a lot of them are the one's that constantly bitch about Cedar Fair.  This is pretty much the biggest change that will ever occur for the company.  Taking a loss is not an easy vote but not taking the buyout and continuing to bitch seems like bitching for the sake of bitching.

We'll see how it plays out.  I wouldn't be surprised if Apollo eventually has to increase it's offer to appease the masses.

Wait, Cedar Fair sold the whole company to Apollo?

seems like the share holders do not think the price is fair

Jason-I couldn't have said it better myself.

As far as the stockholders, you have to remember that 90%-95% of the citizens in Sandusky own some amount of stock in Cedar Fair.  From what I have been reading, they are more worried that Apollo is gonna turn the park into a casino than anything else.  As far as them loosing money, I mean, come on, this is the stockmarket, and sometimes you are going to loose..plain and simple. 

When it comes to this whole situation, I really think this is the best thing for Cedar Fair...and I think that its time for Kinzel, his super sized ego, Falfas, and most of the upper management team to go and I'm pretty sure that many in the Cedar Fair company feel the same way. (Especially since quite a few of their benefits, bonuses, and overall morale have been slashed!)

Guess we'll just have to wait and see what happens.

^Could you please provide a source for this information?  It would seem difficult for Apollo to extend his contract when they technically don't even own the company yet.