Initial Public Offering of Shares of Common Stock of Seaworld Entertainment, Inc

SEAWORLD ENTERTAINMENT, INC. FORM S-1/A (Securities Registration Statement) Filed 04/18/13 Address 9205 SOUTH PARK CENTER LOOP SUITE 400 ORLANDO, FL 32819 Telephone (407) 226-5011 CIK 0001564902 Symbol SEAS SIC Code 7990 - Miscellaneous Amusement And Recreation Industry Conglomerates Sector Conglomerates Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents As filed with the Securities and Exchange Commission on April 18, 2013 Registration No. 333-185697 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SeaWorld Entertainment, Inc. (Exact name of registrant as specified in its charter) Delaware 7990 27 -1220297 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 9205 South Park Center Loop, Suite 400 Orlando, Florida 32819 (407) 226-5011 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) G. Anthony (Tony) Taylor, Esq. Chief Legal and Corporate Affairs Officer, General Counsel and Corporate Secretary 9205 South Park Center Loop, Suite 400 Orlando, Florida 32819 (407) 226-5011 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Igor Fert, Esq. Marc D. Jaffe, Esq. Simpson Thacher & Bartlett LLP Cathy A. Birkeland, Esq. 425 Lexington Avenue Michael A. Pucker, Esq. New York, New York 10017 Latham & Watkins LLP (212) 455-2000 885 Third Avenue New York, New York 10022-4834 (212) 906-1200 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non -accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Aggregate Offering Aggregate Amount of Securities to be Registered Registered(1) Price per Share(1)(2) Offering Price(1)(2) Registration Fee(3) Common Stock, par value $0.01 per share 29,900,000 $27.00 $807,300,000 $110,115.72 (1) Includes shares/offering price of shares of common stock that the underwriters have the option to purchase. See “Underwriting (Conflicts of Interest). ” (2) This amount represents the proposed maximum aggregate offering price of the securities registered hereunder to be sold by the Registrant and the selling stockholders. These figures are estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended. (3) The Registrant previously paid $84,704.40 of this amount. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor do we or the selling stockholders seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated April 18, 2013. 26,000,000 Shares SeaWorld Entertainment, Inc. Common Stock This is an initial public offering of shares of common stock of SeaWorld Entertainment, Inc. SeaWorld Entertainment, Inc. is offering 10,000,000 of the shares to be sold in the offering. The selling stockholders identified in this prospectus are offering an additional 16,000,000 shares. SeaWorld Entertainment, Inc. will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $24.00 and $27.00. SeaWorld Entertainment, Inc. has been approved to list the common stock on The New York Stock Exchange (the “NYSE”) under the symbol “SEAS.” After the completion of this offering, affiliates of The Blackstone Group L.P. will continue to own a majority of the voting power of all outstanding shares of the common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Principal and Selling Stockholders.” See “ Risk Factors ” beginning on page 17 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to SeaWorld Entertainment, Inc. $ $ Proceeds, before expenses, to the selling stockholders $ $ (1) See “Underwriting (Conflicts of Interest)” for additional information regarding underwriting compensation. To the extent that the underwriters sell more than 26,000,000 shares of common stock, the underwriters have the option to purchase up to an additional 3,900,000 shares from the selling stockholders at the initial public offering price less the underwriting discounts and commissions. The underwriters expect to deliver the shares against payment in New York, New York on , 2013. Goldman, Sachs & Co. J.P. Morgan Citigroup BofA Merrill Lynch Barclays Wells Fargo Securities Blackstone Capital Markets Lazard Capital Markets Macquarie Capital KeyBanc Capital Markets Nomura Drexel Hamilton, LLC Ramirez & Co., Inc. Prospectus dated , 2013. Table of Contents Table of Contents TABLE OF CONTENTS Prospectus Page Market and Industry Data ii Trademarks, Service Marks and Tradenames ii Basis of Presentation ii Prospectus Summary 1 Risk Factors 17 Special Note Regarding Forward-Looking Statements 34 Use of Proceeds 36 Dividend Policy 37 Capitalization 38 Dilution 40 Selected Historical Consolidated Financial Data 42 Management’s Discussion and Analysis of Financial Condition and Results of Operations 44 Business 63 Management 83 Principal and Selling Stockholders 112 Certain Relationships and Related Party Transactions 114 Organizational Structure 119 Description of Indebtedness 120 Description of Capital Stock 126 Shares Eligible for Future Sale 135 Material United States Federal Income and Estate Tax Consequences to Non-U.S. Holders 137 Underwriting (Conflicts of Interest) 141 Legal Matters 147 Experts 147 Where You Can Find More Information 147 Index to Consolidated Financial Statements F-1 Through and including , 2013 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Unless otherwise indicated or the context otherwise requires, financial data in this prospectus reflects the consolidated business and operations of SeaWorld Entertainment, Inc. and its consolidated subsidiaries. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus

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