UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): June 18, 2019

CEDAR FAIR, L.P. (Exact name of registrant as specified in its charter)

Delaware 1-9444 34-1560655 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File No.) Identification No.)

One Drive, Sandusky, Ohio 44870-5259 (419) 626-0830 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Trading Name of each exchange Title of each class symbol on which registered Depository Units (Representing Limited Partner FUN New York Stock Exchange Interests)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure. In connection with a private offering of $500 million aggregate principal amount of senior notes due 2029 (the “Notes”) by , L.P. (“Cedar Fair”) and its wholly owned subsidiaries Magnum Management Corporation (“Magnum”), Canada’s Wonderland Company (“Cedar Canada”) and Millennium Operations LLC (“Millennium” and, collectively, with Cedar Fair, Magnum and Cedar Canada, the “Issuers”), the Issuers are disclosing certain information to prospective investors in a preliminary offering memorandum dated June 18, 2019 (the “Preliminary Offering Memorandum”).

Pursuant to Regulation FD, Cedar Fair is furnishing as Exhibit 99.1 to this Current Report on Form 8-K the sections captioned “Summary—Long range strategy initiatives” and “Summary—Recent developments” from the Preliminary Offering Memorandum.

The information in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report on Form 8-K, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. This Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.

The information in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this Current Report (including the exhibit attached hereto) contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to a number of risks and uncertainties. A discussion of factors that may affect future results is contained in Cedar Fair’s Annual Report on Form 10-K for the year ended December 31, 2018, as such factors may be updated from time to time in the Company’s periodic filings with the Securities and Exchange Commission. The Company disclaims any obligation to update forward-looking statements, except as may be required by law.

Item 8.01 Other Events. On June 18, 2019, Cedar Fair issued a news release announcing that it, together with the other Issuers, commenced a private offering of the Notes.

Cedar Fair intends to use the net proceeds of the offering for the proposed acquisition of Schlitterbahn Waterparks and Resorts, the purchase of the land upon which California’s Great America is located, the payment of related fees and expenses and for general corporate purposes and repayment of a portion of Cedar Fair’s senior secured revolving credit facility. The news release related to this announcement is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No. Description 99.1 Excerpts from Cedar Fair, L.P., Magnum Management Corporation, Canada’s Wonderland Company and Millennium Operations LLC’s preliminary offering memorandum dated June 18, 2019. 99.2 Text of news release issued by Cedar Fair on June 18, 2019, regarding the commencement of a private offering of the Notes. Signatures

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 18, 2019 CEDAR FAIR, L.P.

By: Cedar Fair Management, Inc., General Partner

By: /s/ Brian C. Witherow Brian C. Witherow Executive Vice President and Chief Financial Officer Exhibit 99.1

Long range strategy initiatives Broaden the guest experience . We plan to offer a more encompassing, more agile, entertainment experience at a quality and scale unmatched by others. We believe we will be able to accomplish this because of our:

• existing inventory of thrill rides allows for spacing out larger investments;

• near-term, less capital intensive investments will focus on interactive and immersive family attractions, special events, concerts and outdoor

gathering spaces;

• “Seasons of FUN” strategy, offering more interactive, multi-layered events, creates an urgency to visit multiple times throughout the year;

• consistent spending and updates across all parks on an annual basis provides greater hedging against weather patterns in any one market; and

• opportunities to extend length-of-stay and drive higher guest spending levels.

Expand season pass program . We will seek to promote advance purchase commitments that create more consistent visitation patterns and reduce the impact of disruptive events, such as bad weather. We are looking to transition our business from a seasonal, transaction-based program, to a long-term, relationship-based program focused on the lifetime value for, and from, our guests. The evolution of our season pass program will focus on:

• addressing affordability concerns for our value-oriented guests while maintaining admissions pricing integrity. For example, we plan to expand

our installment payment program to 12 months;

• driving higher unit sales through “stickier” retention through efforts such as introducing a loyalty and rewards program, increasing perceived value

via “passholder only” experiences and broadening the guest experience; and

• increasing the average visitation of our season passholder base by introducing a loyalty and rewards program and expanding special events and

“Seasons of FUN.”

Increase market penetration through targeted marketing efforts . We hope to drive attendance by attracting growing and underpenetrated audience segments within our markets. We plan to do so by:

• utilizing new research tools and data analytics to identity the most attractive and growing audience segments;

• allocating marketing spending towards audiences producing the most attractive returns;

• extending the reach of our communications and promotional messaging through new distribution channels;

• having a near-term focus on driving incremental visits from tourism markets, with an initial focus on Knott’s Berry Farm and the Southern

California market; and

• broadening our entrainment offerings through immersive limited-time events for a stronger appeal.

Pursue adjacent development . We plan to expand our out-of-park revenue streams and maximize the value of our existing portfolio through development. A few highlights of such potential development include:

• more than 1,400 acres of undeveloped land adjacent to our parks;

• hotels and cabins to expand accommodation services for guests, such as a new 129-room SpringHill Suites Hotel adjacent to our park

expected to open in the fourth quarter of 2019;

• amateur sports facilities and partnerships to drive incremental attendance and out-of-park revenue, such as a 145,000 square-foot indoor amateur

sports facility overlooking our Cedar Point amusement park in Sandusky, Ohio, which we expect to open in the fourth quarter of 2019; and

• other complementary commercial development opportunities in retail, dining and entertainment. Recent developments

Schlitterbahn Acquisition On June 13, 2019, we announced that we had agreed to acquire Schlitterbahn Waterpark and Resort New Braunfels in New Braunfels, Texas, and Schlitterbahn Waterpark Galveston in Galveston, Texas (together the “Schlitterbahn parks”), along with the right to acquire a property in Kansas City, Kansas, for future development (the “Schlitterbahn Acquisition”). The cash purchase price for the two Texas parks and the resort in New Braunfels is $261 million, subject to certain working capital and closing adjustments related to the timing of the offering. We also have a right to acquire a property of approximately 40 acres in Kansas City, Kansas, for a cash purchase price of $6 million.

In 2018, the two Texas water parks and the New Braunfels resort entertained approximately 1.2 million guests and generated annual revenues of approximately $68 million. Cedar Fair expects that management will implement a number of growth and operational initiatives at the parks over the next two years with the objective of bringing the Adjusted EBITDA margin of the two Texas locations in line with Cedar Fair’s standalone results. Our expectation is based upon certain assumptions about the costs and expenses incurred by the two Texas parks. There is no assurance that we would have been able to achieve such estimated Adjusted EBITDA margin at the Schlitterbahn parks or that we will be able to achieve a similar margin at the Schlitterbahn parks in future periods.

The Schlitterbahn Acquisition is subject to regulatory approval, including the expiration or termination of the applicable waiting period under the Hart- Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary terms and conditions and is expected to close in the second quarter of 2019.

California’s Great America Land Purchase

On April 26, 2019, we entered into a purchase agreement to acquire the land upon which our California’s Great America amusement park is located for approximately $150 million (the “California’s Great America Land Purchase”). We have leased the 112 acres of land from the City of Santa Clara since the opening of the park in 1976. Annual lease costs vary based on revenues and have historically approximated $6-7 million a year.

The California’s Great America Land Purchase is expected to close in the second quarter of 2019. Exhibit 99.2

News Release

For Immediate Release Contact: Michael Russell (419) 627-2233 June 18, 2019

CEDAR FAIR ANNOUNCES OFFERING OF $500 MILLION SENIOR UNSECURED NOTES SANDUSKY, OHIO, June 18, 2019 /PRNewswire/ — Cedar Fair, L.P. (NYSE: FUN) (the “Company” or “Cedar Fair”) today announced that it, together with its wholly owned subsidiaries Magnum Management Corporation (“Magnum”), Canada’s Wonderland Company (“Cedar Canada”) and Millennium Operations LLC (“Millennium” and, together with Magnum and Cedar Canada, the “Co-Issuers”), intends to commence a private offering of $500 million aggregate principal amount of senior unsecured notes due 2029 (the “Notes”). Obligations under the Notes will be guaranteed by the Company’s wholly- owned subsidiaries that guarantee its senior secured credit facilities (other than the Co-Issuers).

The Company intends to use the net proceeds of the offering for the proposed acquisition of Schlitterbahn Waterpark and Resort New Braunfels and Schlitterbahn Waterpark Galveston, the purchase of the land upon which California’s Great America amusement park is located, the payment of fees and expenses related to those transactions and the offering and for general corporate purposes and repayment of a portion of the Company’s senior secured revolving credit facility. Completion of the offering is subject to, among other things, pricing and market conditions.

The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The initial issuance and sale of the Notes will not be registered under the Securities Act and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233 About Cedar Fair Cedar Fair, one of the largest regional amusement-resort operators in the world, is a publicly traded partnership headquartered in Sandusky, Ohio. Focused on its mission to make people happy by providing fun, immersive and memorable experiences, the Company owns and operates 11 amusement parks, including its flagship park, Cedar Point, along with two outdoor water parks, one indoor water park and four hotels. It also operates an additional theme park under a management contract. Its parks are located in Ohio, California, North Carolina, South Carolina, Virginia, Pennsylvania, Minnesota, Missouri, Michigan and Toronto, Ontario.

Forward-Looking Statements Some of the statements contained in this news release constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including statements as to the Company’s expectations, beliefs and strategies regarding the future. You can identify forward-looking statements because they contain words such as “believes,” “project,” “might,” “expects,” “could,” “propose,” “would,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that concern our strategy, plans or intentions. These forward-looking statements are subject to risks and uncertainties that may change at any time and, therefore, our actual results may differ materially from those that we expected. While we believe that the expectations reflected in such forward-looking statements are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018, and in the filings of the Company made from time to time with the SEC. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233