Item 7.01 Regulation FD.

As previously disclosed on February 11, 2020, SeaWorld Entertainment, Inc. (the "Company") entered into a binding agreement for the settlement of a previously disclosed putative derivative lawsuit commenced in 2014, captioned Kistenmacher v. Atchison, et al., Civil Action No. 10437 ("Kistenmacher"), filed in the Court of Chancery of the State of Delaware. Pursuant to the settlement agreement, which was memorialized in a Stipulation of Compromise and Settlement filed with the Court on February 28, 2020, the Company received $12.5 million of insurance proceeds from the Company's insurers to be used for general corporate purposes and will adopt certain corporate governance modifications.

The settlement agreement is subject to final approval by the Court, and the Court has scheduled a hearing for May 21, 2020 at 9:15 a.m., Eastern Time, at the Court of Chancery of the State of Delaware, Kent County, 414 Federal Street, Dover, Delaware 19901, to consider approval of the settlement agreement. Stockholders have the right to object to the settlement agreement. The deadline for the submission by stockholders of an objection to the settlement agreement is May 7, 2020, fourteen calendar days prior to the hearing.

Additional information regarding the proposed terms of settlement can be found in the Notice of Pendency and Proposed Settlement of Derivative Action, a copy of which is included as Exhibit 99.1 to this report and incorporated herein by reference, and on the Investor Relations page of our website, http://www.seaworldentertainment.com.

The Company's press release announcing the entry into the settlement agreement is included as Exhibit 99.2 to this report.

The information in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, and regardless of any incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.






(d)Exhibits



Exhibit No.   Description

99.1            Notice of Pendency and Proposed Settlement of Derivative Action
99.2            Press Released dated March 27, 2020
104           Cover page interactive data filed (embedded within the Inline XBRL
              document).

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