Long-Term Debt | Long-Term Debt: Long-term debt as of September 27, 2020, December 31, 2019, and September 29, 2019 consisted of the following: (In thousands) September 27, 2020 December 31, 2019 September 29, 2019 U.S. term loan averaging 2.85% YTD 2020; 4.01% in 2019; 4.16% YTD 2019 (due 2017-2024) (1) $ 264,250 $ 729,375 $ 733,125 Notes 2024 U.S. fixed rate notes at 5.375% 450,000 450,000 450,000 2025 U.S. fixed rate notes at 5.500% 1,000,000 — — 2027 U.S. fixed rate notes at 5.375% 500,000 500,000 500,000 2029 U.S. fixed rate notes at 5.250% 500,000 500,000 500,000 2,714,250 2,179,375 2,183,125 Less current portion — (7,500) (7,500) 2,714,250 2,171,875 2,175,625 Less debt issuance costs and original issue discount (52,316) (25,992) (26,649) $ 2,661,934 $ 2,145,883 $ 2,148,976 (1) The average interest rates do not reflect the effect of interest rate swap agreements (see Note 8 ). Term Debt and Revolving Credit Facilities In April 2017, we amended and restated our existing credit agreement (the "2017 Credit Agreement") which includes our senior secured term loan facility and senior secured revolving credit facility. The $750 million senior secured term loan facility under the 2017 Credit Agreement matures on April 15, 2024 and, following an amendment in March 2018, bears interest at London InterBank Offered Rate ("LIBOR") plus 175 basis points (bps). The pricing terms for the March 2018 amendment reflected $0.9 million of Original Issue Discount ("OID"). In April 2020, as a result of the anticipated effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (subsequently referred to as the "Second Amended 2017 Credit Agreement" or the "Second Amendment") to suspend and revise certain financial covenants, and to adjust the interest rate on and reflect additional commitments and capacity for our revolving credit facility. In conjunction with the Second Amendment, we prepaid $463.3 million of our outstanding senior secured term loan facility. Following the prepayment, we do not have any required remaining scheduled quarterly payments on our senior secured term loan facility. The facilities provided under the Second Amended 2017 Credit Agreement are collateralized by substantially all of the assets of the Partnership. In connection with the Second Amendment, we received additional commitments under the U.S. senior secured revolving credit facility of $100.0 million bringing our total senior secured revolving credit facility capacity under the Second Amended 2017 Credit Agreement to $375 million with a Canadian sub-limit of $15 million. Senior secured revolving credit facility borrowings under the Second Amended 2017 Credit Agreement bore interest at LIBOR plus 300 bps or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. Prior to the Second Amendment, our senior secured revolving credit facility had a combined limit of $275 million with a Canadian sub-limit of $15 million and bore interest at LIBOR or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility was scheduled to mature in April 2022 under the Second Amendment. The Second Amended 2017 Credit Agreement also provides for the issuance of documentary and standby letters of credit. As of September 27, 2020, no borrowings were outstanding under the revolving credit facility. The Second Amended 2017 Credit Agreement required the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities. Subsequent to September 27, 2020, we further amended the Second Amended 2017 Credit Agreement in response to the continuing impacts of the COVID-19 pandemic. See the Subsequent Events footnote at Note 12 for further details. Notes In April 2020, as a result of the anticipated effects of the COVID-19 pandemic and in connection with the Second Amendment to the 2017 Credit Agreement, we issued $1.0 billion of 5.500% senior secured notes ("2025 senior notes") in a private placement. Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC ("Millennium") are the co-issuers of the 2025 senior notes. The 2025 senior notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada, Magnum and Millennium). The 2025 senior notes and the related guarantees are secured by first-priority liens on the issuers' and the guarantors' assets that secure all the obligations under our credit facilities. The net proceeds from the offering of the 2025 senior notes were used to repay $463.3 million of our then-outstanding senior secured term loan facility. The remaining amount is to be used for general corporate and working capital purposes, including fees and expenses related to the transaction. The 2025 senior notes pay interest semi-annually in May and November, beginning November 1, 2020, with the principal due in full on May 1, 2025. Prior to May 1, 2022, up to 35% of the 2025 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2025 senior notes may be redeemed, in whole or in part, at any time prior to May 1, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2025 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. In June 2014, we issued $450 million of 5.375% senior unsecured notes ("2024 senior notes"). The 2024 senior notes pay interest semi-annually in June and December, with the principal due in full on June 1, 2024. The 2024 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. In April 2017, we issued $500 million of 5.375% senior unsecured notes ("2027 senior notes"). The 2027 senior notes pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. The 2027 senior notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. In June 2019, in conjunction with the acquisition of the Schlitterbahn parks (see Note 3 ), we issued $500 million of 5.250% senior unsecured notes maturing in 2029 ("2029 senior notes"). The net proceeds from the offering of the 2029 senior notes were used to complete the acquisition, complete the purchase of land at California's Great America, to pay transaction fees and expenses, and for general corporate purposes and repayment of the revolving credit facility. The 2029 senior notes pay interest semi-annually in January and July, with the principal due in full on July 15, 2029. Prior to July 15, 2022, up to 35% of the 2029 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.250% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. As market conditions warrant, we may from time to time repurchase debt securities issued in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise. Subsequent to September 27, 2020, we issued $300 million of 6.500% senior unsecured notes due 2028 in response to the continuing impacts of the COVID-19 pandemic. See the Subsequent Events footnote at Note 12 for further details. Covenants The Second Amendment to the 2017 Credit Agreement suspended and revised certain financial covenants including: (i) suspended testing of the Consolidated Leverage Ratio (which was previously set at a maximum of 5.50x Consolidated Total Debt-to-Consolidated EBITDA) after the first quarter of 2020, (ii) replaced such Consolidated Leverage Ratio testing with a Senior Secured Leverage Ratio of 4.00x Total First Lien Senior Secured Debt-to-Consolidated EBITDA to be tested quarterly starting with the first quarter of 2021, which would have stepped down to 3.75x in the fourth quarter of 2021, with the covenant calculations for the first, second, and third quarters in 2021 to include Consolidated EBITDA from the second, third and fourth quarters of the fiscal year ended December 31, 2019 in lieu of the Consolidated EBITDA for the corresponding quarters in 2020 ("Deemed EBITDA Quarters"), (iii) added a requirement that we maintain a minimum liquidity level of at least $125.0 million, tested at all times, until the earlier of December 31, 2021 or the termination of the Additional Restrictions Period (which generally would have included the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2021), (iv) suspended certain restricted payments, including partnership distributions, certain payments in respect of senior unsecured debt, cash mergers and/or acquisition investments and the incurrence of incremental loans and commitments under the Second Amended 2017 Credit Agreement until the termination of the Additional Restrictions Period, and (v) permitted the incurrence of the portion of the 2025 senior notes that were issued and were not applied to repay a portion of the senior secured term loan facility. Under the Second Amendment, we had the ability to terminate the Additional Restrictions Period prior to December 31, 2021 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter. As of September 27, 2020, we were in compliance with the financial condition covenants under the Second Amended 2017 Credit Agreement. See the Subsequent Events footnote at Note 12 for a discussion of changes to our financial covenants under the Second Amended 2017 Credit Agreement following the third quarter of 2020. Our fixed rate note agreements also include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the 2024 senior notes, which includes the most restrictive of these Restricted Payments provisions under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than 5.00x, we can still make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.00x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was greater than 5.00x as of September 27, 2020. |