Sec Form 13G Filing - CCP SBS GP LLC filing for CEDAR FAIR DEP R L.P. (FUN) - 2023-01-24

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No.   1)*
 

Cedar Fair, L.P.

(Name of Issuer)
 

Depositary Units

(Title of Class of Securities)
 

150185106

(CUSIP Number)
 

December 31, 2022

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 16 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 150185106

13G/A

Page 2 of 16 Pages

 

1

NAME OF REPORTING PERSON

CPREF AIV I, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

842,016

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

842,016

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

842,016

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.5%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 150185106

13G/A

Page 3 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Centerbridge Partners Real Estate Associates, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

842,016

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

842,016

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

842,016

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.5%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 150185106

13G/A

Page 4 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

CPREF Cayman GP Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

842,016

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

842,016

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

842,016

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.5%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 150185106

13G/A

Page 5 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

CPREF II AIV III, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,558,473

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,558,473

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,558,473

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.9%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 150185106

13G/A

Page 6 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Centerbridge Partners Real Estate Associates II, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,558,473

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,558,473

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,558,473

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.9%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 150185106

13G/A

Page 7 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

CPREF II Cayman GP Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,558,473

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,558,473

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,558,473

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.9%

12

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 150185106

13G/A

Page 8 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Centerbridge Partners Real Estate Fund SBS, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

38,513

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

38,513

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

38,513

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 150185106

13G/A

Page 9 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Centerbridge Partners Real Estate Fund SBS II, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

10,829

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

10,829

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,829

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 0.1%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 150185106

13G/A

Page 10 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

CCP SBS GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

49,342

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

49,342

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

49,342

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 150185106

13G/A

Page 11 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Jeffrey H. Aronson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

2,449,831

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

2,449,831

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,449,831

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.5%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 150185106

13G/A

Page 12 of 16 Pages

 

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is Cedar Fair, L.P. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at One Cedar Point Drive, Sandusky, Ohio 44870-5259.

 

Item 2(a). NAME OF PERSON FILING

 

  This statement is filed by:

 

  (i) CPREF AIV I, L.P., a Delaware limited partnership ("CPREFAIV"), with respect to the Depositary Units beneficially owned by it;
  (ii) Centerbridge Partners Real Estate Associates, L.P., a Delaware limited partnership ("CPRE"), as general partner of CPREFAIV, with respect to the Depositary Units beneficially owned by CPREFAIV;
  (iii) CPREF Cayman GP Ltd., a Cayman Islands exempted company (“CPREGP”), as general partner of CPRE, with respect to the Depositary Units beneficially owned by CPREFAIV;
  (iv) CPREF II AIV III, L.P., a Delaware limited partnership ("CPREFIIAIV"), with respect to the Depositary Units beneficially owned by it;
  (v) Centerbridge Partners Real Estate Associates II, L.P., a Delaware limited partnership ("CPREII"), as general partner of CPREFIIAIV, with respect to the Depositary Units beneficially owned by CPREFIIAIV;
  (vi) CPREF II Cayman GP Ltd., a Cayman Islands exempted company (“CPREIIGP”), as general partner of CPREII, with respect to the Depositary Units beneficially owned by CPREFIIAIV;
  (vii) Centerbridge Partners Real Estate Fund SBS, L.P., a Delaware limited partnership ("CPRESBS"), with respect to the Depositary Units beneficially owned by it;
  (viii) Centerbridge Partners Real Estate Fund SBS II, L.P., a Delaware limited partnership ("CPRESBSII"), with respect to the Depositary Units beneficially owned by it;
  (ix) CCP SBS GP, LLC, a Delaware limited liability company ("CCPSBS"), as general partner of CPRESBS and CPRESBSII, with respect to the Depositary Units beneficially owned by CPRESBS and CPRESBSII;
  (x) Jeffrey H. Aronson ("Mr. Aronson"), indirectly, through various intermediate entities controls each of CPREFAIV, CPREFIIAIV, CPRESBS and CPRESBSII (collectively, the "Centerbridge Funds"), with respect to the Depositary Units beneficially owned by the Centerbridge Funds.

 

  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

 

  The address of the business office of each of the Reporting Persons is 375 Park Avenue, 11th Floor, New York, NY 10152.

 

CUSIP No. 150185106

13G/A

Page 13 of 16 Pages

 

 

Item 2(c). CITIZENSHIP

 

  CPREFAIV, CPRE, CPREFIIAIV, CPREII, CPRESBS and CPRESBSII are limited partnerships organized under the laws of the State of Delaware.  CPREGP and CPREIIGP are exempted companies organized under the laws of the Cayman Islands.  CCPSBS is a limited liability company organized under the laws of the State of Delaware.  Mr. Aronson is a citizen of the United States.

 

< td style="width: 85%; font: normal 11pt Times New Roman, Times, Serif; text-indent: 0in">TITLE OF CLASS OF SECURITIES
Item 2(d).
   
  Depositary Units

 

Item 2(e). CUSIP NUMBER
   
  150185106

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ______________________________

 

CUSIP No. 150185106

13G/A

Page 14 of 16 Pages

 

 

Item 4. OWNERSHIP

 

   

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover pages of the Reporting Persons and is incorporated herein by reference.

The percentage used herein are calculated based upon 54,382,518 Depositary Units outstanding as of October 28, 2022, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 25, 2022 filed with the Securities and Exchange Commission on November 2, 2022.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
0;  
  Not applicable.
   

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  Each Reporting Person hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 150185106

13G/A

Page 15 of 16 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: January 24, 2023

 

 

 

CPREF AIV I, L.P.

By: Centerbridge Partners Real Estate Associates, L.P., its general partner

 

By: CPREF Cayman GP Ltd., its general partner

 

/s/ Susanne V. Clark

-------------------------------------

Name: Susanne V. Clark

Title: Authorized Signatory

 

 

CENTERBRIDGE PARTNERS REAL ESTATE ASSOCIATES, L.P.

 

By: CPREF Cayman GP Ltd., its general partner

 

/s/ Susanne V. Clark

-------------------------------------

Name: Susanne V. Clark

Title: Authorized Signatory

 

 

CPREF CAYMAN GP LTD.

 

/s/ Susanne V. Clark

-------------------------------------

Name: Susanne V. Clark

Title: Authorized Signatory

 

 

CPREF II AIV III, L.P.

By: Centerbridge Partners Real Estate Associates II, L.P., its general partner

 

By: CPREF II Cayman GP Ltd., its general partner

 

/s/ Susanne V. Clark

-------------------------------------

Name: Susanne V. Clark

Title: Authorized Signatory

 

 

CUSIP No. 150185106

13G/A

Page 16 of 16 Pages

 

 

 

CENTERBRIDGE PARTNERS REAL ESTATE ASSOCIATES II, L.P.

 

By: CPREF II Cayman GP Ltd., its general partner

 

/s/ Susanne V. Clark

-------------------------------------

Name: Susanne V. Clark

Title: Authorized Signatory

 

 

CPREF II CAYMAN GP LTD.

 

/s/ Susanne V. Clark

-------------------------------------

Name: Susanne V. Clark

Title: Authorized Signatory

 

 

CENTERBRIDGE PARTNERS REAL ESTATE FUND SBS, L.P.

By: CCP SBS GP, LLC, its general partner

 

/s/ Susanne V. Clark

-------------------------------------

Name: Susanne V. Clark

Title: Authorized Signatory

 

 

CENTERBRIDGE PARTNERS REAL ESTATE FUND SBS II, L.P.

By: CCP SBS GP, LLC, its general partner

 

/s/ Susanne V. Clark

-------------------------------------

Name: Susanne V. Clark

Title: Authorized Signatory

 

 

CCP SBS GP, LLC

 

/s/ Susanne V. Clark

-------------------------------------

Name: Susanne V. Clark

Title: Authorized Signatory

 

 

/s/ Jeffrey H. Aronson

-------------------------------

JEFFREY H. ARONSON