SeaWorld Entertainment, Inc. (“SeaWorld”) today announced that a wholly owned subsidiary of Zhonghong Zhuoye Group Co., Ltd. (“Zhonghong Group”) will acquire an approximately 21% equity interest in SeaWorld from certain funds affiliated with Blackstone at a price of $23.00 per share.
SeaWorld and Zhonghong Holding Co., Ltd. (“Zhonghong Holding“), an affiliate of Zhonghong Group, have also agreed to advisory services and support agreements under which SeaWorld will advise Zhonghong Holding exclusively on the concept development and design of theme parks, water parks, and family entertainment centers to be developed and operated by Zhonghong Holding, including exclusive rights in China, Taiwan, Hong Kong and Macau.
“Zhonghong Group is making a significant, long-term investment in SeaWorld, reflecting their appreciation of the strength of our brand, our potential to grow the company and a shared commitment to protect wildlife and the environment,” said Joel Manby, President and CEO of SeaWorld Entertainment, Inc. “Zhonghong Group has a strong track record of performance in the leisure and travel industries, and a solid management team with valuable experience in theme parks, family entertainment, and real estate development in Asia.”
“We are delighted to engage with SeaWorld to bring this iconic, world-class family entertainment brand to China. SeaWorld’s commitment to inspiring guests to protect animals and our oceans is increasingly relevant to people all around the world,” said Yoshikazu Maruyama, President of Zhonghong Group’s American operation. “Zhonghong Group hopes to contribute our experience and resources in global tourism and project development to enhance long-term value to all of SeaWorld’s shareholders. We look forward to a highly collaborative relationship and to serve as a key partner to grow its business and further its mission.”
Zhonghong Group has entered into a stockholders agreement with SeaWorld and, effective upon closing of the transaction, SeaWorld will increase the size of its Board to 11 and Zhonghong Group executives Yoshikazu Maruyama, President of Zhonghong Group’s American operation, and Yongli Wang, Chief Strategy Officer of Zhonghong Group, will join the SeaWorld Board providing long-term shareholder perspectives and substantive expertise in global themed entertainment and business development in China.
The agreement also contains certain restrictions on Zhonghong Group’s ability to sell its interest in SeaWorld for a period of two years, limitations on its ability to acquire more than 24.9% of SeaWorld’s outstanding shares without the approval of the independent directors of SeaWorld’s Board and other customary restrictions including voting and standstill to protect SeaWorld and all of its stockholders.
Upon receipt of regulatory approvals and satisfaction of other customary closing conditions, the transaction is expected to close in the second quarter of 2017. Following the closing contemplated by the agreements, Blackstone and its affiliates will no longer hold any interests in SeaWorld or have seats on SeaWorld’s Board.