Exhibit 99.1
Cedar Fair Announces Consent Solicitation for its Outstanding Notes
SANDUSKY, Ohio – (November 3) – Cedar Fair, L.P. (NYSE: FUN) (the “Company”), a leader in regional amusement parks, water parks, and immersive entertainment, together with its wholly owned subsidiaries as co-issuers (together with the Company, the “Co-Issuers”), today announced a solicitation of consents (“Consent Solicitation”) from the holders (the “Holders”) of its 5.375% Senior Notes due 2027 (the “2027 Notes”), 5.250% Senior Notes due 2029 (the “2029 Notes”), 5.500% Senior Secured Notes due 2025 (the “2025 Notes”) and 6.500% Senior Notes due 2028 (the “2028 Notes” and, together with the 2027 Notes, the 2029 Notes and the 2025 Notes, the “Notes”) commencing on November 3, 2023 for the adoption of certain proposed amendments described below (the “Proposed Amendments”) to the indentures governing the Notes (the “Indentures”).
As previously disclosed on November 2, 2023, the Company and Six Flags Entertainment Corporation (“Six Flags”) entered into a definitive merger agreement (the “Merger Agreement”) to combine in a merger of equals transaction (the “Merger”). The obligations of the Company, Six Flags and the other parties to the Merger Agreement to consummate the Merger in accordance with the terms thereof are not conditioned on a successful completion of the Consent Solicitation. The Merger will not constitute a Change of Control under and as defined in the Indentures.
The Proposed Amendments seek to amend the Indentures to enable the Co-Issuers to select November 2, 2023, the date the Merger Agreement was entered into, as the testing date for purposes of calculating, with respect to the Merger and related transactions, any and all ratio tests under the Indentures, including (i) the 5.50 to 1.00 total indebtedness to consolidated cash flow ratio test, (ii) in the case of the 2027 Notes, the 2029 Notes and the 2028 Notes, the 3.75 to 1.00 consolidated secured indebtedness leverage ratio test, and (iii) in the case of the 2025 Notes, the 3.75 to 1.00 consolidated first lien leverage ratio test, each of which is satisfied when tested on November 2, 2023. Specifically, as of September 24, 2023 (the relevant date of determination when using a November 2, 2023 testing date), the total indebtedness to consolidated cash flow ratio was 4.32 to 1.00 and, after giving pro forma effect to the Merger, the total indebtedness to consolidated cash flow ratio would have been 4.81 to 1.00. As of September 24, 2023, the consolidated secured indebtedness leverage ratio and consolidated first lien leverage ratio were each 1.87 to 1.00 and, after giving pro forma effect to the Merger, the consolidated secured indebtedness leverage ratio and consolidated first lien leverage ratio would have been 1.82 to 1.00.
The record date for the Consent Solicitation (the “Record Date”) is 5:00 p.m., New York City time, on November 2, 2023. The Consent Solicitation will expire at 5:00 p.m., New York City time, on November 9, 2023, unless extended by the Co-Issuers in their discretion (such date and time, as the same may be extended, the “Expiration Date”).
If the Holders of a majority in aggregate principal amount outstanding of a series of Notes (the “Required Consents”) validly deliver consents to the Proposed Amendments on or prior to the Expiration Date and do not validly revoke such consents prior to the Revocation Deadline (as defined below), and all other conditions to the Consent Solicitation have been satisfied or waived by the Co-Issuers on or prior to the Expiration Date, the Company expects that the Co-Issuers, the guarantors party to the Indentures, the indenture trustee, and the collateral agent, as applicable, will execute one or more supplemental indentures (the “Supplemental Indentures”) effecting the Proposed Amendments with respect to such series of Notes (such time of execution, the “Consent Effective Time”).
