CEDAR FAIR, L.P. Item 1.01 Entry into a Material Definitive Agreement.
Indenture
On
The Notes and the guarantees will be secured, subject to permitted liens, by first-priority liens on the Issuers' and the Guarantors' assets that secure all of the obligations in respect of the facilities under its Credit Agreement (the "Credit Facilities") (as well as any interest rate protection or other hedging arrangements or any cash management arrangements with lenders under such Credit Facilities or their affiliates), other than excluded assets, and rank equally in priority as to the collateral securing the notes with respect to borrowings and guarantees under the Credit Agreement and any other future pari passu first lien indebtedness.
The Notes are the Issuers' and the Guarantors' joint and several senior secured obligations and: (i) rank equally in right of payment with any existing and future senior indebtedness of the Issuers and the Guarantors; (ii) are equal to all existing and future indebtedness of the Issuers and the Guarantors that is secured on a first priority basis by the collateral securing the notes, to the extent of the value of the collateral; (iii) rank senior in right of payment to all existing and future subordinated indebtedness of the Issuers and the Guarantors; (iv) are effectively subordinated to existing and future indebtedness secured by assets that are not collateral for the Notes, to the extent of the value of the assets securing such indebtedness; (v) are structurally subordinated to any indebtedness of any non-guarantor subsidiaries; (vi) are effectively senior to all of Issuers' and the Guarantors' existing and future indebtedness that is secured on a junior-priority basis, to the extent of the value of the collateral securing the notes; and (vii) are effectively senior to all of the Issuers' and the Guarantors' existing and future indebtedness that is not secured by the collateral securing the notes, to the extent of the value of the collateral.
The Notes are redeemable, in whole or in part, at any time: (i) on or after
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redemption date. In addition, the Issuers may redeem up to 35% of the aggregate
principal amount of the Notes at any time prior to
Upon the occurrence of certain change of control events, the Issuers must offer to purchase the Notes at 101% of their principal amount, plus accrued and unpaid interest to the redemption date.
The Notes were sold in a private placement in reliance on exemptions from
registration under the Securities Act of 1933, as amended. The Notes bear
interest at 5.500% per annum and mature on
The Indenture contains restrictive covenants that limit, among other things, the ability of the Issuers and certain of their restricted subsidiaries to incur additional indebtedness or issue certain preferred equity, pay distributions on or make distributions in respect of capital stock or units or make other restricted payments, make certain investments, create restrictions on distributions from restricted subsidiaries, incur liens on certain assets to secure debt, sell certain assets, consolidate, merge, amalgamate, sell or otherwise dispose of all or substantially all of their assets, enter into . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
Item 3.03 Material Modification to Rights of Security Holders.
The Indenture contains a covenant that, among other things, restricts the Issuers' ability to pay dividends or distributions or redeem or repurchase capital stock.
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Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
4.1 Indenture, dated as of April 27, 2020 , by and among Cedar Fair,
L.P. , Canada's Wonderland Company , Magnum Management Corporation and
Millennium Operations LLC, as issuers, the guarantors named therein,
The Bank of New York Mellon , as trustee and notes US collateral
agent and BNY Trust Company of Canada , as notes Canadian collateral
agent.
4.2 Form of 5.500% Senior Secured Note due 2025 (included in Exhibit
4.1).
10.1 Amendment No. 2, dated April 27, 2020 , to the Amended and Restated
Credit Agreement, dated April 13, 2017 , among Cedar Fair, L.P. ,
Magnum, Cedar Canada and Millennium, as borrowers, the lenders party
thereto from time to time, JPMorgan Chase Bank, N.A ., as
administrative agent and collateral agent and the other parties
thereto.
99.1 Text of press release issued by Cedar Fair, L.P. on April 27,
2020 , announcing the closing of the Offering.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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