8-K

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

Date of Report (Date Earliest Event Reported): November 17, 2021

CEDAR FAIR, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-9444	34-1560655
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

One Cedar Point Drive,

Sandusky, Ohio 44870-5259

(419) 626-0830

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Depository Units (Representing Limited Partner Interests)	FUN	New York Stock Exchange

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 8.01 Other Events.

On November 17, 2021, Cedar Fair, L.P. (“Cedar Fair”) issued a press release announcing the redemption of all of its outstanding 5.375% Notes due June 2024 (the “Notes”), which were issued pursuant to an Indenture dated as of June 3, 2014 (as supplemented and amended from time to time the “Indenture”), among Cedar Fair, Canada’s Wonderland Company, Magnum Management Corporation, the guarantors named therein and The Bank of New York Mellon, as trustee.

The Notes will be redeemed on December 17, 2021 (the “Redemption Date”) at a redemption price equal to 100.896% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest on the Notes to, but excluding, the Redemption Date.

A notice of redemption will be delivered by the Trustee to all registered holders of the Notes.

Cedar Fair hereby incorporates by reference the information in its press release, dated November 17, 2021, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Text of press release issued by Cedar Fair, L.P. on November 17, 2021, announcing the redemption of the 5.375% Notes due June 2024
104	Cover Page Interactive Data File (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.

Date: November 17, 2021	CEDAR FAIR, L.P.
	By:	Cedar Fair Management, Inc., General Partner
	By:	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE	Investor Contact: Michael Russell, 419.627.2233
https://ir.cedarfair.com	Media Contact: Gary Rhodes, 704.249.6119

CEDAR FAIR ANNOUNCES FULL REDEMPTION OF ALL OUTSTANDING 5.375% NOTES DUE JUNE 2024

SANDUSKY, Ohio (Nov. 17, 2021) — Cedar Fair Entertainment Company (NYSE: FUN), a leader in regional amusement parks, water parks and immersive entertainment, announced today a full redemption of its 5.375% Notes (the “Notes”) due June 2024 issued pursuant to an Indenture (the “Indenture”) dated as of June 3, 2014. The Notes are scheduled to be redeemed on Dec. 17, 2021 (the “Redemption Date”). As of the date of issuance of the redemption notice, there was $450,000,000 aggregate principal amount of such Notes outstanding.

“The early redemption of our 2024 notes aligns with one of our top capital allocation priorities of paying down debt until we reach our total debt target of $2 billion or less,” said Cedar Fair President and CEO Richard A. Zimmerman. “Our rapid recovery from the pandemic and bright outlook going forward underscore our confidence in the business model and support our decision to redeem the Notes at this time using cash on hand. We will continue to evaluate opportunities to further enhance the strength and flexibility of our balance sheet as we work towards reinstating a quarterly cash distribution to unitholders no later than the first quarter of 2023.”

Zimmerman added that upon completion of the Notes redemption, Cedar Fair’s annual interest expense will total approximately $150 million.

Pursuant to the terms of the Indenture, the Notes will be redeemed on the Redemption Date at a redemption price equal to 100.896% of the principal amount of the Redeemed Notes plus accrued and unpaid interest on the Redeemed Notes to, but excluding, the Redemption Date.

Cedar Fair Announces Full Redemption of 2024 Notes

Nov. 17, 2021

Page 2

About Cedar Fair

Cedar Fair Entertainment Company (NYSE: FUN), one of the largest regional amusement-resort operators in the world, is a publicly traded partnership headquartered in Sandusky, Ohio. Focused on its mission to make people happy by providing fun, immersive, and memorable experiences, the Company owns and operates 13 properties, consisting of 11 amusement parks, four separately gated outdoor water parks, and resort accommodations totaling more than 2,300 rooms and more than 600 luxury RV sites. Cedar Fair’s parks are located in Ohio, California, North Carolina, South Carolina, Virginia, Pennsylvania, Minnesota, Missouri, Michigan, Texas and Toronto, Ontario.

Forward-Looking Statements

Some of the statements contained in this news release that are not historical in nature constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to the Company’s expectations, beliefs, goals, and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and 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 be correct, including the timing of any debt paydown or payment of partnership distributions, or that the Company’s business optimization and growth strategies will achieve the target results. Important factors, including the impacts of the COVID-19 pandemic, general economic conditions, adverse weather conditions, competition for consumer leisure time and spending, unanticipated construction delays, changes in the Company’s capital investment plans and projects and other factors discussed from time to time by the Company in its reports filed with the Securities and Exchange Commission (the “SEC”) could affect attendance at the Company’s parks, as well as the timing of any debt paydown or payment of partnership distributions, and the Company’s business optimization program, and cause actual results to differ materially from the Company’s expectations or otherwise to fluctuate or decrease. 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 publicly update or revise any forward-looking statements, whether a result of new information, future events, information, circumstances or otherwise that arise after the publication of this document.

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Document and Entity Information	Nov. 17, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000811532
Document Type	8-K
Document Period End Date	Nov. 17, 2021
Entity Registrant Name	CEDAR FAIR, L.P.
Entity Incorporation State Country Code	DE
Entity File Number	1-9444
Entity Tax Identification Number	34-1560655
Entity Address, Address Line One	One Cedar Point Drive
Entity Address, City or Town	Sandusky
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44870-5259
City Area Code	419
Local Phone Number	626-0830
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Depository Units (Representing Limited Partner Interests)
Trading Symbol	FUN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false