Cedar Fair amendment to allow for change of control, extend some maturities

By Sara Rosenberg

New York, Jan. 15 - Cedar Fair LP launched its amended $1.25 billion senior secured credit facility (Ba3/BB) on Friday morning that would allow for the company's change of control, according to market sources.

Lenders are being offered a 12.5 basis point fee for the change of control amendment, the source said.

In addition, the amendment would extend the maturity on a portion of the company's existing term loan debt.

Of the $1 billion amended term loan, $900 million is existing debt and $100 million is incremental.

Some of the existing $900 million of term loan debt matures in 2012 and some of it matures in 2014.

The debt that matures in 2012 would be extended to 2014, so that all $1 billion of the company's term loan borrowings would expire at the same time, sources explained.

Pricing on the amended $1 billion term loan would be Libor plus 400 basis points with no Libor floor, which is in line with pricing on the existing term loan that matures in 2014. Current pricing on the 2012 term loan is Libor plus 200 bps.

The company's amended facility also includes a $250 million existing revolver that would be extended to 2014 from 2012.

Pricing on the extended revolver would be Libor plus 400 bps as well.

Bank of America, JPMorgan, Barclays Capital, UBS and KeyBanc Capital Market are the lead banks on the amended deal that was presented to existing lenders only.

As was previously reported, Cedar Fair is being purchased by Apollo Global Management in a transaction valued at about $2.4 billion, including the refinancing of outstanding debt.

Under the acquisition agreement, Cedar Fair unitholders will receive $11.50 in cash for each limited partnership unit that they hold.

Financing for the buyout is expected to come from the incremental term loan, the sale of $700 million of high-yield bonds and up to $765 million in equity.

The bonds are backed by a commitment for a $700 million senior unsecured bridge loan.

Closing on the buyout is expected by the beginning of the second quarter of 2010, subject to approval of holders of two-thirds of Cedar Fair's outstanding units, the receipt of regulatory approvals and other conditions. The transaction does not include a financing condition.

Cedar Fair is a Sandusky, Ohio-based amusement-resort operator.

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