| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 12, 2019, Millennium Operations LLC (“Millennium”), a wholly-owned subsidiary of Cedar Fair, L.P. (“Cedar Fair”), Waterpark Management, Inc., Golden Seal Investments, Inc,Bad-Schloss, Inc., Liberty Partnership, Ltd., Henry Condo 1, Ltd., and Henry-Walnut, Ltd. (collectively, the “New Braunfels Sellers”); SVV I, LLC and KC Waterpark Management, LLC (collectively, the “Kansas City Sellers”); Galveston Island Water Park, L.P. and Galveston Waterpark Management, Inc. (collectively, the “Galveston Sellers” and with the New Braunfels Sellers and the Kansas City Sellers, the “Seller Parties”); Schlitterbahn Seller Rep, LLC; and Gary Henry and Jana Faber entered into an Asset Purchase Agreement (the “Agreement”). Pursuant to the Agreement, and upon the terms and subject to the conditions thereof, Millennium has agreed to acquire certain assets and assume certain liabilities of the Seller Parties relating to two water parks and one resort in Texas – the Schlitterbahn Waterpark & Resort New Braunfels and the Schlitterbahn Waterpark Galveston – for a cash purchase price of $261.0 million, subject to certain working capital adjustments related to the timing of the closing. Additionally, Millennium has the right to acquire an additional property located in Kansas City, Kansas (the “Kansas City Property”) for a cash purchase price of $6.0 million. In the event that the Seller Parties do not deliver to Millennium within 120 days after entering into the Agreement a consent and an assumption agreement related to the Kansas City Property, each in form and substance satisfactory to Millennium in its sole discretion, Millennium may terminate its obligation to acquire the Kansas City Property.
The Agreement contains customary conditions, including, among others, (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (ii) the accuracy, to specified degrees, of representations and warranties and material compliance with covenants. The statements made in the representations and warranties in the Agreement were made for the purpose of allocating risk between the parties rather than establishing matters as facts and are subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Agreement. In addition, certain representations and warranties were made as of a specified date and may be subject to a contractual standard of materiality different from those generally applicable to investors.
| Item 7.01 | Regulation FD Disclosure. |
On June 13, 2019, Cedar Fair, L.P. issued a news release announcing its entry into the Agreement, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form8-K and included by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
