UPDATED: Cedar Fair to offer $1 billion in senior secured notes

Posted | Contributed by Jeff

From the second press release today:

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, the “Issuers”), has upsized and priced $1.0 billion aggregate principal amount of 5.500% senior secured notes due 2025 (the “Notes”), an upsize of $125.0 million over the amount previously announced. The Notes were priced at 100% of the aggregate principal amount of notes offered. Obligations under the Notes will be guaranteed by the Company’s wholly owned subsidiaries that guarantee its senior secured credit facilities (other than the 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 is subject to, among other things, standard closing conditions and, in part, an amendment to its Credit Facilities.

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 Company’s Credit Facilities.

Read the second press release from Cedar Fair.

From the original press release:

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.

Read the press release from Cedar Fair.