UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former 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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
As previously announced on August 1, 2023, SeaWorld Parks & Entertainment, Inc. (the “Issuer”), a direct wholly-owned subsidiary of SeaWorld Entertainment, Inc. (the “Company”), issued a conditional notice of redemption (the “Redemption Notice”) for all of the $227.5 million aggregate principal amount of the Issuer’s 8.750% First-Priority Senior Secured Notes due 2025 (the “2025 Secured Notes”) that remained outstanding as of the date thereof.
The Redemption Notice stated that, upon satisfaction of certain conditions as set forth therein, $227.5 million aggregate principal amount of the 2025 Secured Notes were to be redeemed on August 31, 2023 (the “Redemption Date”). The redemption pursuant to the Redemption Notice was conditioned on the completion of an opportunistic financing, on or prior to the Redemption Date, by the Company and/or the Issuer (the “Financing Condition”). Due to market conditions unrelated to and beyond the control of the Company and the Issuer, the Financing Condition was not expected to be satisfied or waived prior to the Redemption Date. Accordingly, on August 28, 2023, the Company issued a notice to holders of the 2025 Secured Notes of its election to withdraw the Redemption Notice.
This disclosure shall not constitute an offer to sell or the solicitation of an offer to purchase any of the 2025 Secured Notes.
The information in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K 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 subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
|
|
104 |
Cover page interactive data filed (embedded within the Inline XBRL document). |
SIGNATURES
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.
|
|
|
SEAWORLD ENTERTAINMENT, INC. |
|
|
|
|
Date: |
August 31, 2023 |
By: |
/s/ G. Anthony (Tony) Taylor |
|
|
Name: Title: |
G. Anthony (Tony) Taylor |