Cedar Fair 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2007
CEDAR FAIR, L.P.
(Exact name of Registrant as specified in its charter)
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DELAWARE
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1-9444
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34-1560655 |
(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.) |
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One Cedar Point Drive, Sandusky, Ohio
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44870-5259 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (419) 626-0830
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 15, 2007 Cedar Fair, L.P. and 3147010 Nova Scotia Company, its indirect wholly owned
subsidiary organized under the laws of Nova Scotia, Canada, entered into a $2,081.3 million credit
agreement with Bear Stearns Corporate Lending Inc., as Syndication Agent; Wachovia Bank, National
Association, and General Electric Capital Corporation, as Co-Documentation Agents; GE Canada
Finance Holding Company, as Canadian Administrative Agent; National City (Canadian Branch of
National City Bank), as Canadian Syndication Agent; Fifth Third Bank, as Canadian Documentation
Agent; and KeyBank National Association, as Administrative Agent and Collateral Agent and certain
Lenders party thereto (the Credit Agreement). The Credit Agreement amends and restates in its
entirety the Credit Agreement entered into by Cedar Fair, L.P., 3147010 Nova Scotia Company and
certain financial institutions as of June 30, 2006 and amended and restated as of August 29, 2006.
The credit facilities provided under the Credit Agreement include a $1,467.6 million U.S. term
loan, $310.0 million in U.S. revolving loan commitments, a $268.7 million Canadian term loan and
$35.0 million in Canadian revolving loan commitments. The term loans bear interest at either a
rate based on the London interbank offered rate plus a margin of 2.00% or a rate based on the prime
rate announced from time to time by KeyBank National Association plus a margin of 1.00%. Loans
made under the revolving loan commitments bear interest at either a rate based on the London
interbank offered rate plus a margin ranging from 1.75% to 2.50% or a rate based on the prime rate
announced from time to time by KeyBank National Association plus a margin ranging from 0.75% to
1.50%. Loans made under the Canadian revolving commitments may also bear interest at a rate based
on the Canadian Prime Rate plus a margin ranging from 0.75% to 1.50%. The Credit Agreement also
provides for the issuance of documentary and standby letters of credit. The U.S. term loan matures
on August 30, 2012; the Canadian term loan matures on February 17, 2012; and the U.S. revolving
commitments and the Canadian revolving commitments expire on August 30, 2011.
Certain of the lenders party to the Credit Agreement, as well as certain of their respective
affiliates, have performed, and may in the future perform, for Cedar Fair, L.P. and its
subsidiaries, various commercial banking, investment banking, underwriting and other financial
advisory services, for which they have received, and will receive, customary fees and expenses.
The foregoing description of the terms of the Credit Agreement does not purport to be complete and
is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1
to this current report and is incorporated herein by reference.
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ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
The Credit Agreement described in Item 1.01, above, amends and restates in its entirety the Credit
Agreement entered into by and among Cedar Fair, L.P. and 3147010 Nova Scotia Company, Bear Stearns
Corporate Lending Inc., as Syndication Agent; Wachovia Bank, National Association, and General
Electric Capital Corporation, as Co-Documentation Agents; GE Canada Finance Holding Company, as
Canadian Administrative Agent; National City (Canadian Branch of National City Bank), as Canadian
Syndication Agent; Fifth Third Bank, as Canadian Documentation Agent; KeyBank National Association,
as Administrative Agent and Collateral Agent; and certain Lenders party thereto as of June 30,
2006 as amended and restated as of August 29, 2006.
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 under Item 1.01, above, is incorporated herein in by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits.
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Exhibit No.
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Description |
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10.1
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$2,081,275 Credit Agreement among Cedar Fair, L.P., 3147010
Nova Scotia Company, and the several lenders and agents
parties thereto dated as of February 15, 2007 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CEDAR FAIR, L.P.
By: Cedar Fair Management, Inc., General Partner |
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By:
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/s/ Peter J. Crage |
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Peter J. Crage
Corporate Vice President, Finance and
Chief Financial Officer |
Date: February 22, 2007
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Exhibit Index
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Exhibit No.
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Description |
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10.1
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$2,081,275 Amended and Restated Credit Agreement among Cedar
Fair, L.P., 3147010 Nova Scotia Company, and the several
lenders and agents parties thereto dated as of February 15,
2007 |
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