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Letter of Agreement Street Fair by xiz26842

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									                                UNITED STATES
                    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
                                                            May 4, 2010
                                           Date of Report (Date of Earliest Event Reported)


                                                 CEDAR FAIR, L.P.
                                              (Exact name of registrant as specified in its charter)


                DELAWARE                                                     1-9444                                         34-1560655
            (State or other jurisdiction                                   (Commission                                   (IRS Employer
                 of Incorporation)                                         File Number)                                Identification No.)

                       One Cedar Point Drive
                         Sandusky, Ohio                                                                       44870-5259
                   (Address of principal executive offices)                                                    (Zip Code)

                                                                      (419) 626-0830
                                                      (Registrant’s telephone number, including area code)



                                                     (Former name or address, if changed since last report)

      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:
     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into Material Definitive Agreement.
    On May 4, 2010, Cedar Fair, L.P. (the “Company” or “Cedar Fair”) and Cedar Fair Management, Inc., the general partner of the
Company (the “General Partner”) entered into a letter agreement (the “Letter Agreement”) with Q Funding III, L.P. (“QIII”) and Q4
Funding, L.P. (together with QIII, the “Investor”) with respect to the composition of the board of directors of the General Partner (the
“Board”) and related matters. The Investor beneficially owns 18.1% of the outstanding units of the Company.

     Set forth below is a summary of the terms of the Letter Agreement:
      •    Immediately after the Company’s 2010 Annual Meeting of Unitholders, the General Partner will increase the size of the
           Board from seven to nine directors on the terms set forth herein, with the two new directors to be Class I directors.
      •    The Investor has engaged the executive search firm Spencer Stuart to identify potential Board candidates, and the Investor
           and the Board have mutually agreed on the appropriate background, experience, credentials and other qualifications to be
           used by Spencer Stuart to identify qualified board candidates.
      •    Spencer Stuart will present director candidates to the Investor and the Board, who will mutually select two board
           appointees. If the Investor and the Board are unable to agree prior to the Company’s 2010 Annual Meeting, then the
           Investor and the Board shall each select one candidate for appointment in their sole discretion.
      •    No later than the Company’s 2011 Annual Meeting of Unitholders (which shall not be held later than June 30, 2011), the
           General Partner will (i) reapportion the directors (other than the two new directors) among the three classes so as to
           maintain the number of directors in each class as nearly equal as possible and (ii) decrease the size of the Board from nine
           to seven directors.
      •    With respect to the matters to be voted on at the Company’s 2010 Annual Meeting of Unitholders (which shall not be held
           later than June 15, 2010) as set forth in the Company’s Definitive Proxy Statement, dated April 30, 2010, the Investor will
           vote all of its units as recommended by the Board.
      •    The Investor will voluntarily dismiss, without prejudice, the action it filed on April 29, 2010 in the Court of Chancery of
           the State of Delaware against the Company and the General Partner.

      The foregoing description of the Letter Agreement and the transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference.
                                                                    2
Item 8.01. Other Events
      A press release announcing the entry into the Letter Agreement is attached as Exhibit 99.1 hereto, and is incorporated herein by
reference.

  Additional Information
This filing may be deemed to be solicitation material in respect of the Company’s Annual Meeting of Unitholders scheduled for
June 7, 2010. In connection with its 2010 Annual Meeting of Unitholders, on April 30, 2010 the Company filed a definitive proxy
statement and a form of proxy with the SEC and the definitive proxy statement and a form of proxy were mailed to the Company’s
unitholders of record as of April 23, 2010. In addition, the Company will file with, or furnish, to the SEC all additional relevant
materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE
COMPANY’S DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY AND THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING. Investors and security
holders will be able to obtain a copy of the definitive proxy statement and other documents filed by the Company free of charge from
the SEC’s website, www.sec.gov. The Company’s unitholders will also be able to obtain, without charge, a copy of the definitive
proxy statement and other relevant documents by directing a request by mail or telephone to Investor Relations, Cedar Fair, L.P., One
Cedar Point Dr., Sandusky, OH 44870, telephone: (419) 627-2233, or from the Company’s website, www.cedarfair.com or by
contacting Morrow & Co., Inc., by toll-free telephone at (800) 662-5200 or (800) 607-0088.

The Company and its directors and executive officers and certain other members of its management and employees may be deemed to
participate in the solicitation of proxies in respect of the matters to be considered at the 2010 Annual Meeting of Unitholders.
Additional information regarding the interests of such potential participants is included in the definitive proxy statement.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.                                                                Description

  10.1             Letter Agreement by and between Cedar Fair, L.P., Cedar Fair Management Inc., Q Funding III, L.P. and Q4
                   Funding, L.P., dated May 4, 2010.
  99.1             Press release of Cedar Fair, L.P., dated May 5, 2010.
                                                                   3
                                                            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 thereunto duly authorized.

                                                                                 Cedar Fair, L.P.
                                                                                 by Cedar Fair Management, Inc.
                                                                                 its General Partner

                                                                                 By:                   /s/ Peter J. Crage
                                                                                 Name:                    Peter J. Crage
                                                                                 Title:        VP Finance and Chief Financial Officer

Date: May 5, 2010
                                                                  4
                                                    EXHIBIT INDEX

Exhibit No.                                                           Description

  10.1        Letter Agreement by and between Cedar Fair, L.P., Cedar Fair Management Inc., Q Funding III, L.P. and Q4
              Funding, L.P., dated May 4, 2010.
  99.1        Press release of Cedar Fair, L.P., dated May 5, 2010.
                                                             5
                                                                                                                           Exhibit 10.1
                                                                                                                  EXECUTION COPY

                                                         Cedar Fair, L.P.
                                                   Cedar Fair Management, Inc.
                                                      One Cedar Point Drive
                                                    Sandusky, Ohio 44870-5259

May 4, 2010

Q Funding III, L.P. and Q4 Funding, L.P.
301 Commerce Street, Suite 3200
Fort Worth, Texas 76102-4140

Dear Q Funding III, L.P. and Q4 Funding, L.P.:

This letter agreement (“Letter Agreement”) sets forth the understanding of Cedar Fair, L.P., a Delaware limited partnership (the
“Company”), Cedar Fair Management, Inc., an Ohio corporation and the general partner of the Company (the “General Partner”), Q
Funding III, L.P. (“QIII”) and Q4 Funding, L.P. (together with QIII, the “Investor”) with respect to the composition of the board of
directors of the General Partner (the “Board”) and related matters.
1.   New Directors. Immediately after the Company’s 2010 Annual Meeting of Unitholders, the General Partner will increase the
     size of the Board from seven to nine directors on the terms set forth herein. The two new directors will be Class I directors, with
     a term expiring at the Company’s 2013 Annual Meeting of Unitholders.
2.   Executive Search Firm. The Investor has engaged the executive search firm Spencer Stuart to identify potential Board
     candidates. The Investor and the Board (or a committee thereof) have mutually agreed on the appropriate background,
     experience, credentials and other qualifications to be used by Spencer Stuart to identify qualified board candidates (the
     “Selection Criteria”). The fees and expenses of Spencer Stuart will be paid by the Investor.
3.   Selection of Nominees. Based on the Selection Criteria, Spencer Stuart will present between four and seven director candidates
     (the “Candidates”) to the Investor and the Board (or a committee thereof), as discussed and agreed by the parties’ respective
     counsel. The Investor and the Board (or a committee thereof) will mutually select two of the Candidates to be appointed to the
     Board. If the Investor and the Board (or a committee thereof) are unable to agree prior to the Company’s 2010 Annual Meeting
     of Unitholders on the two Candidates to be appointed to the Board, then the Investor shall be entitled in its sole discretion to
     select one Candidate to be appointed to the Board and the Board (or a committee thereof) shall be entitled in its sole discretion
     to select the other Candidate to be appointed to the Board.
Q Funding III, L.P. and Q4 Funding, L.P.
May 4, 2010
Page 2

4.   Classification; Decrease in Size of the Board. No later than the Company’s 2011 Annual Meeting of Unitholders (which shall
     not be held later than June 30, 2011), the General Partner will (i) apportion the directors (other than the two new directors
     specified in paragraph 1 above) among the three classes of the Board so as to maintain the number of directors in each class as
     nearly equal as possible and (ii) decrease the size of the Board from nine to seven directors.
5.   2010 Annual Meeting. With respect to each of the two known matters to be considered at the Company’s 2010 Annual Meeting
     of Unitholders (as set forth in the Company’s Definitive Proxy Statement, dated April 30, 2010), which shall not be held later
     than June 15, 2010, the Investor will vote all of its limited partnership units of the Partnership as recommended by the Board.
6.   Legal Proceedings. As soon as possible (and in any event within 24 hours of the date hereof), the Investor will voluntarily
     dismiss, without prejudice, the action it filed on April 29, 2010 in the Court of Chancery of the State of Delaware against the
     Company and the General Partner.
7.   Miscellaneous. The Investor and the Partnership will confer and agree on any public statements or announcements regarding this
     Letter Agreement. This Letter Agreement embodies the entire agreement and understanding between the parties hereto and
     supersedes all prior agreements and understandings relating to the subject matter hereof. This Letter Agreement may be
     executed in any number of counterparts and by different parties, each of which when so executed shall be deemed an original,
     and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature
     page of this Letter Agreement by facsimile or by PDF file (portable document format file) shall be as effective as delivery of a
     manually executed counterpart of this Letter Agreement. This Letter Agreement shall be governed by, and construed in
     accordance with, the laws of the State of Delaware.

                                         [The remainder of this page intentionally left blank.]
Q Funding III, L.P. and Q4 Funding, L.P.
May 4, 2010
Page 3

     Please confirm that the foregoing correctly sets forth our agreement by signing and returning to the Company a copy of this
Letter Agreement.

                                                             Very truly yours,

Cedar Fair, L.P.                                                        Cedar Fair Management Inc.
By: Cedar Fair Management Inc.,
its general partner

By:    /s/ Richard L. Kinzel                                            By:    /s/ Richard L. Kinzel
Name: Richard L. Kinzel                                                 Name: Richard L. Kinzel
Title: Chairman, President and Chief Executive Officer                  Title: Chairman, President and Chief Executive Officer

Accepted and agreed to as of the date first written above:

Q FUNDING III, L.P.                                                      Q4 FUNDING, L.P.
By: Prufrock Onshore, L.P.,                                              By: Star Spangled Sprockets, L.P.,
its general partner                                                      its general partner
  By: J Alfred Onshore, LLC,                                               By: Excalibur Domestic, LLC,
  its general partner                                                      its general partner

     By:    /s/ Noel Nesser                                                      By:    /s/ Noel Nesser
     Name: Noel Nesser                                                           Name: Noel Nesser
     Title: CFO & Treasurer                                                      Title: CFO & Treasurer
                                                                                                                           Exhibit 99.1




For Immediate Release                                     Contact:             Stacy Frole             (419) 627-2227
May 5, 2010

CEDAR FAIR REACHES AGREEMENT WITH INVESTOR ON NEW DIRECTORS

SANDUSKY, OHIO, May 5, 2010 – Cedar Fair Entertainment Company (NYSE: FUN), a leader in regional amusement parks, water
parks and active entertainment, today announced that it has reached an agreement with its largest unitholder – Q Funding III, L.P. and
Q4 Funding, L.P. (“Q”) – that will allow Q to participate actively in the Company’s selection of new directors.

Under the agreement, the Company will increase its Board from seven directors to nine immediately following the Company’s 2010
Annual Meeting of Unitholders, scheduled for June 7, 2010. The two new Directors will be selected from a list of candidates
developed by the executive search firm of Spencer Stuart, which Q has retained, based on criteria developed by the Company and Q.
The Company and Q will mutually agree upon two Class I Directors, with a term expiring at the Company’s 2013 Annual Meeting of
Unitholders. If the Company and Q are unable to agree prior to the Company’s 2010 Annual Meeting of Unitholders, then the
Company and Q will each select one Class I Director in their sole discretion. The Company has agreed to reduce the Board back to
seven directors by the Company’s 2011 Annual Meeting.

In addition, under the agreement, Q has agreed to voluntarily dismiss the action it filed on April 29, 2010 in the Court of Chancery of
the State of Delaware against the Company and its general partner. Q has also agreed to vote all of its units on the two matters to be
considered at the Company’s 2010 Annual Meeting of Unitholders as recommended by the Board.

“Maintaining a strong, independent Board of Directors is critical to the Company’s long-term success,” said Dick Kinzel, Cedar
Fair’s chairman, president and chief executive officer. “We appreciate Q’s ongoing interest in the Company, as well as its willingness
to work with us in our mutual pursuit for long-term unitholder value creation.”

        Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259                     419-627-2233
Cedar Fair Reaches Agreement with Investor on New Directors
May 5, 2010
Page 2
“We believe Cedar Fair is a company with significant opportunities,” said Scott McCarty, Portfolio Manager at Q Investments. “We
welcome the opportunity to help identify additional directors who can help management to progressively realize this potential in 2010
and beyond.”

About Cedar Fair
Cedar Fair is a publicly traded partnership headquartered in Sandusky, Ohio, and one of the largest regional amusement-resort
operators in the world. The Company owns and operates 11 amusement parks, six outdoor water parks, one indoor water park and
five hotels. Amusement parks in the Company’s northern region include two in Ohio: Cedar Point, consistently voted “Best
Amusement Park in the World” in Amusement Today polls and Kings Island; as well as Canada’s Wonderland, near Toronto; Dorney
Park, PA; Valleyfair, MN; and Michigan’s Adventure, MI. In the southern region are Kings Dominion, VA; Carowinds, NC; and
Worlds of Fun, MO. Western parks in California include: Knott’s Berry Farm; California’s Great America; and Gilroy Gardens,
which is managed under contract.

Forward-Looking Statements
Some of the statements contained in this news release constitute “forward-looking statements” within the meaning of the safe harbor
provisions of the United States Private Securities Litigation Reform Act of 1995, including statements as to the Company’s
expectations, beliefs and strategies regarding the future. These statements may involve risk and uncertainties that could cause actual
results to differ materially from those described in such statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.
Important factors, including general economic conditions, competition for consumer leisure time and spending, adverse weather
conditions, unanticipated construction delays and other factors discussed from time to time by the Company in reports filed with the
Securities and Exchange Commission (the “SEC”) could affect attendance at our parks and cause actual results to differ materially
from the Company’s expectations. Additional information on risk factors that may affect the business and financial results of the
Company can be found in the Company’s Annual Report on Form 10-K and in the filings of the Company made from time to time
with the SEC. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new
information, future events or otherwise.

Additional Information
This press release may be deemed to be solicitation material in respect of the Company’s Annual Meeting of Unitholders scheduled
for June 7, 2010. In connection with its 2010 Annual Meeting of Unitholders, on April 30, 2010 the Company filed a definitive proxy
statement and a form of proxy with the SEC and the definitive proxy statement and a form of proxy were mailed to the Company’s
unitholders of record as of April 23, 2010. In addition, the Company will file with, or furnish, to the SEC all additional relevant
materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE
URGED TO READ ALL RELEVANT
        Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259                    419-627-2233
Cedar Fair Reaches Agreement with Investor on New Directors
May 5, 2010
Page 3
DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY
STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING. Investors and security holders will be able to obtain a copy of
the definitive proxy statement and other documents filed by the Company free of charge from the SEC’s website, www.sec.gov. The
Company’s unitholders will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant
documents by directing a request by mail or telephone to Investor Relations, Cedar Fair, L.P., One Cedar Point Dr., Sandusky, OH
44870, telephone: (419) 627-2233, or from the Company’s website, www.cedarfair.com or by contacting Morrow & Co., Inc., by toll-
free telephone at (800) 662-5200 or (800) 607-0088.

The Company and its directors and executive officers and certain other members of its management and employees may be deemed to
participate in the solicitation of proxies in respect of the matters to be considered at the 2010 Annual Meeting of Unitholders.
Additional information regarding the interests of such potential participants is included in the definitive proxy statement.

                       This news release and prior news releases are available online at www.cedarfair.com.

                                                               ###

        Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259                   419-627-2233

								
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