Company Overview
| Company Name |
SEAWORLD ENTERTAINMENT, INC. |
| Company Address |
9205 SOUTH PARK CENTER LOOP
SUITE 400
ORLANDO, FL 32819 |
| Company Phone |
(407) 226-5011 |
| Company Website |
www.seaworldentertainment.com |
| CEO |
James Atchison |
| Employees (as of 4/19/2013) |
22100 |
| State of Inc |
DE |
| Fiscal Year End |
12/31 |
| Status |
Priced (4/19/2013) |
| Proposed Symbol |
SEAS |
| Exchange |
New York Stock Exchange |
| Share Price |
$27.00 |
| Shares Offered |
26,000,000 |
| Offer Amount |
$702,000,000.00 |
| Total Expenses |
$8,370,000.00 |
| Shares Over Alloted |
0 |
| Shareholder Shares Offered |
16,000,000 |
| Shares Outstanding |
92,737,008 |
| Lockup Period (days) |
180 |
| Lockup Expiration |
10/16/2013 |
| Quiet Period Expiration |
5/29/2013 |
| CIK |
0001564902 |
We will receive net proceeds of approximately $245.4 million from the sale of
10,000,000 shares of our common stock in this offering, after deducting the
underwriting discounts and commissions and estimated offering expenses.
Pursuant to the registration rights agreement entered into in connection with
the 2009 Transactions, we will pay all expenses (other than underwriting
discounts and commissions) of the selling stockholders in connection with this
offering. We will not receive any proceeds from the sale of shares of our
common stock by the selling stockholders.
We intend to use a portion of the net proceeds received by us from this
offering to redeem $140.0 million in aggregate principal amount of the Senior
Notes at a redemption price of 111.0% pursuant to a provision in the indenture
governing the Senior Notes that permits us to redeem up to 35% of the aggregate
principal amount of the Senior Notes with the net cash proceeds of certain
equity offerings and to pay approximately $15.4 million of redemption premium,
plus accrued interest of approximately $6.2 million thereon. As of December 31,
2012, $400.0 million aggregate principal amount of the Senior Notes was
outstanding. The Senior Notes mature on December 1, 2016 and have an interest
rate of 11.0%.
In connection with this offering, we intend to terminate the 2009 Advisory
Agreement in accordance with its terms. We will use approximately $47 million
of the net proceeds to us from this offering to pay a one-time termination fee
to an affiliate of Blackstone in connection with the termination of the 2009
Advisory Agreement.
We intend to use the remaining proceeds received by us from this offering to
repay $37.0 million of the Tranche B Term Loans under our Senior Secured Credit
Facilities and for other general corporate purposes. As of December 31, 2012,
our Senior Secured Credit Facilities consisted of the $152.0 million Tranche A
Term Loans, which will mature on February 17, 2016, the $1,293.8 million
Tranche B Term Loans, which will mature on the earlier of (i) August 17, 2017
and (ii) the 91st day prior to the maturity of the Senior Notes, if more than
$50 million of debt with respect to the Senior Notes is outstanding as of such
date, and the $172.5 million Revolving Credit Facility, $160.9 million of which
would have been available for borrowing as of December 31, 2012 after giving
effect to $11.6 million of outstanding letters of credit, which will mature on
February 17, 2016. Borrowings under the Tranche B Term Loans bear interest, at
SWPEI’s option, at a rate equal to a margin over either (a) a base rate
determined by reference to the higher of (1) the administrative agent’s prime
lending rate and (2) the federal funds effective rate plus 1/2 of 1% or (b) a
LIBOR rate determined by reference to the BBA LIBOR rate for the interest
period relevant to such borrowing. The margin for the Tranche B Term Loans is
2.00%, in the case of base rate loans, and 3.00%, in the case of LIBOR rate
loans, subject to a base rate floor of 2.00% and a LIBOR floor of 1.00%.
Our theme parks and other product and entertainment offerings compete directly
for discretionary spending with other destination and regional theme parks and
water and amusement parks and indirectly with other types of recreational
facilities and forms of entertainment, including movies, home entertainment
options, sports attractions, restaurants and vacation travel. Principal direct
competitors of our theme parks include theme parks operated by The Walt Disney
Company, Universal Studios, Six Flags, Cedar Fair, Merlin Entertainments and
Hershey Entertainment and Resorts Company. Our highly differentiated products
provide a complementary experience to those offered by fantasy-themed Disney and
Universal parks. In addition, we benefit from the significant capital
investments made in developing the tourism industry in the Orlando area. The
Orlando theme park market is extremely competitive, with a high concentration
of theme parks operated by several companies.
Competition is based on multiple factors including location, price, the
originality and perceived quality of the rides and attractions, the atmosphere
and cleanliness of the theme park, the quality of food and entertainment,
weather conditions, ease of travel to the theme park (including direct flights
by major airlines), and availability and cost of transportation to a theme park.
We believe we compete effectively, and our competitive position is protected,
due to our strong brand recognition, extensive animal collection, high
historical capital investment and valuable real estate. Additionally, we
believe that our theme parks feature a sufficient quality and variety of rides
and attractions, educational and interactive experiences, merchandise locations,
restaurants and family orientation to make them highly competitive with other
destination and regional theme parks, as well as other forms of entertainment.
Company Description
We are a leading theme park and entertainment company delivering personal,
interactive and educational experiences that blend imagination with nature and
enable our customers to celebrate, connect with and care for the natural world
we share. We own or license a portfolio of globally recognized
brands including
SeaWorld, Shamu and Busch Gardens. Over our more than 50 year history, we have
built a diversified portfolio of 11 destination and regional theme parks that
are grouped in key markets across the United States, many of which showcase our
one-of-a-kind collection of approximately 67,000 marine and terrestrial animals.
Our theme parks feature a diverse array of rides, shows and other attractions
with broad demographic appeal which deliver memorable experiences and a strong
value proposition for our guests. In addition to our theme parks, we have
recently begun to leverage our brands into media, entertainment and consumer
products.
During the year ended December 31, 2012, we hosted more than 24 million guests
in our theme parks, including approximately 3.5 million international guests
from over 55 countries and six continents. In the year ended December 31, 2012,
we had total revenues of $1,423.8 million and net income of $77.4 million. Our
increasing revenue and growing profit margins, combined with our disciplined
approach to capital expenditures and working capital management, enable us to
generate strong and recurring cash flow.
Our portfolio of branded theme parks includes the following names:
. SeaWorld . SeaWorld is widely recognized as the leading marine-life theme
park brand in the world. Our SeaWorld theme parks, located in Orlando, San
Antonio and San Diego, each rank among the most highly attended theme parks
in the industry and offer up-close interactive experiences and a variety of
live performances, including shows featuring Shamu in specially designed
amphitheaters. We offer our guests numerous animal encounters, including the
opportunity to work with trainers and feed marine animals, as well as themed
thrill rides and theatrical shows that creatively incorporate our one-of-a-
kind animal collection.
. Busch Gardens. Our Busch Gardens theme parks are family-oriented
destinations designed to immerse guests in foreign geographic settings. They
are renowned for their beauty and award-winning landscaping and gardens and
allow our guests to discover the natural side of fun by offering a family
experience featuring a variety of attractions and rollercoasters in a
richly-themed environment. Busch Gardens Tampa presents our collection of
exotic animals from Africa, Asia and Australia. Busch Gardens Williamsburg,
which has been named the Most Beautiful Park in the World by the National
Amusement Park Historical Association for 22 consecutive years, showcases
European-themed cultural and culinary experiences, including high-quality
theatrical productions.
. Aquatica . Our Aquatica branded water parks are premium, family-oriented
destinations that are based in a South Seas-themed tropical setting. Aquatica
water parks build on the aquatic theme of our SeaWorld brand and feature
high-energy rides, water attractions, white-sand beaches and an innovative
and entertaining presentation of marine and terrestrial animals. We position
our Aquatica water parks as companion water parks to our SeaWorld theme parks
in Orlando and San Diego and we have an Aquatica water park situated within
our SeaWorld San Antonio theme park.
. Discovery Cove . Discovery Cove is a reservations only, all-inclusive,
marine-life day resort adjacent to SeaWorld Orlando. Discovery Cove offers
guests personal, signature experiences, including the opportunity to swim and
interact with dolphins, take an underwater walking reef tour and enjoy
pristine white-sand beaches and landscaped private cabanas. Discovery Cove
presently limits its attendance to approximately 1,300 guests per day and
features premium culinary offerings in order to provide guests with a more
relaxed, intimate and high-end luxury resort experience.
. Sesame Place . Sesame Place is the only U.S. theme park based entirely on
the award-winning television show Sesame Street. Located between Philadelphia
and New York City, Sesame Place is a destination where parents and children
can share in the spirit of imagination and experience Sesame Street together
through whirling rides, water slides, colorful shows and furry friends. In
addition, we have introduced Sesame Street brands in our other theme parks
through Sesame Street-themed rides, shows, children’s play areas and
merchandise.
Our theme parks are consistently recognized among the top theme parks in the
world and rank among the most highly-attended in the industry. We generally
locate our theme parks in geographical clusters, which improves our ability to
serve guests by providing them with a varied, comprehensive vacation experience
and valuable multi-park pricing packages, as well as improving our operating
efficiency through shared overhead costs.
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SeaWorld Entertainment, Inc. was incorporated in Delaware on October 2, 2009
in connection with the 2009 Transactions and changed its name from “SW Holdco,
Inc.” to SeaWorld Entertainment, Inc. on December 13, 2012.
Our principal executive offices are located at 9205 South Park Center Loop,
Suite 400, Orlando, Florida 32819, and our telephone number is (407) 226-5011.
We maintain a website at www.seaworldentertainment.com.