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SEAS > SEC Filings for SEAS > Form 8-K on 24-Apr-2013All Recent SEC Filings

Show all filings for SEAWORLD ENTERTAINMENT, INC. | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Termination of a Materia

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the completion of the initial public offering (the "Offering") of its common stock, par value $0.01 per share, described in the Registration Statement on Form S-1 (File No. 333-185697), as amended (the "Registration Statement"), SeaWorld Entertainment, Inc. (the "Company") entered into a Stockholders Agreement (the "Stockholders Agreement"), dated as of April 24, 2013, between the Company and the Blackstone Group (as defined therein), substantially in the form previously filed as Exhibit 10.16 to the Registration Statement. A copy of the Stockholders Agreement is filed herewith as Exhibit 4.1 and is incorporated herein by reference.

Affiliates of the Blackstone Group have various relationships with the Company. For further information concerning the other material relationships between the Company, the Blackstone Group and their affiliates, see the section entitled "Certain Relationships and Related Party Transactions" in the Company's prospectus (the "Prospectus"), dated April 19, 2013, filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Act").

Item 1.02 Termination of a Material Definitive Agreement.

SeaWorld Parks & Entertainment, Inc. (formerly known as SW Acquisitions Co., Inc.), a Delaware corporation, SeaWorld Parks & Entertainment LLC, a Delaware limited liability company, and Sea World LLC, a Delaware limited liability company (collectively, the "Companies"), were parties to an Amended and Restated Transaction and Advisory Fee Agreement (the "Advisory Agreement"), dated as of March 22, 2013, by and between the Companies and Blackstone Real Estate Advisors VI L.P., a Delaware limited partnership, and Blackstone Management Partners V L.L.C., a Delaware limited liability company (together, "Blackstone").

On April 24, 2013, and in connection with the Offering, the Advisory Agreement was terminated in accordance with its terms. In connection with such termination, the Company paid a termination fee to Blackstone equal to approximately $46.3 million with a portion of the net proceeds from the Offering.

Affiliates of Blackstone are controlling stockholders of the Company and an affiliate of Blackstone acted as underwriter in connection with the Offering.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As contemplated in the Registration Statement, the Company's Amended and Restated Certificate of Incorporation (the "Charter") became effective as of April 19, 2013.

The Company's bylaws were also amended and restated as of April 19, 2013, as contemplated in the Registration Statement (the "Bylaws").

For further information regarding the foregoing and other provisions of the Charter and the Bylaws, see "Description of Capital Stock" in the Prospectus. Copies of the Charter and the Bylaws are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

On April 24, 2013, the Company completed an initial public offering of its common stock at a price to the public of $27.00 per share. The Company issued and sold 10,000,000 shares of common stock in the Offering and selling stockholders affiliated with The Blackstone Group L.P. offered and sold 19,900,000 shares of common stock in the Offering, including 3,900,000 shares that were offered and sold by the selling stockholders pursuant to the full exercise of the underwriters' over-allotment option. The Offering raised proceeds to the Company of $253.8 million, after deducting underwriting discounts and commissions. The Company did not receive any of the proceeds from the sale of the shares sold by the selling stockholders. Goldman, Sachs & Co. and J.P. Morgan acted as joint bookrunning managers and as representatives of the underwriters in the Offering. Citigroup, BofA Merrill Lynch, Barclays and Wells Fargo Securities were also bookrunners in the Offering. Blackstone Capital Markets, Lazard Capital Markets, Macquarie Capital, KeyBanc Capital Markets, Nomura, Drexel Hamilton, LLC and Ramirez & Co. Inc. acted as co-managers in the Offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit Index immediately following the signature page hereto, which is incorporated herein by reference.

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