United Parks & Resorts Inc.
For the period ended Mar 25, 2024. Filed Mar 15, 2024.
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Mar 25, 2024 · Filed Mar 15, 2024
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DEF 14A 1 d800190ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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United Parks & Resorts Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11 |
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6240 Sea Harbor Drive
Orlando, Florida 32821
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 25, 2024
Notice is hereby given that a Special Meeting of Stockholders (the “Special Meeting”) of United Parks & Resorts Inc. (“we”, “us” or the “Company”) will be held on March 25, 2024 at 11:00 a.m., Eastern Time. You can attend the Special Meeting online, vote your shares electronically and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/PRKS2024SM. You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Special Meeting. The Special Meeting will be held for the following purposes:
| 1. | Proposal 1: To approve the amendment, entered into on February 27, 2024, to the Stockholders Agreement (the “Stockholders Agreement”), dated May 27, 2019, by and between Hill Path Capital LP, a Delaware limited partnership (“Hill Path”) and the Company (the “Amendment Proposal”); and |
| 2. | Proposal 2: If Proposal 1 is approved, to approve and authorize a new $500.0 million share repurchase program of the Company’s common stock, subject to the qualification that the Company will not repurchase additional shares if Hill Path’s common stock ownership interest percentage would, as a result of any such repurchase, equal or exceed 50% (excluding Hill Path’s and its affiliates’ non-voting derivative positions) (the “Share Repurchase Proposal”). |
Approval of the Amendment Proposal is conditioned upon approval of the Share Repurchase Proposal, and vice versa. For the avoidance of doubt, if the Amendment Proposal is not approved, the Share Repurchase Proposal will not be voted on, and if the Share Repurchase Proposal is not approved, the Amendment Proposal, even if approved, will not become effective. Each of the Amendment Proposal and the Share Repurchase Proposal requires approval by the holders of a majority of the shares of our common stock outstanding and entitled to vote as of the record date, other than any such shares (all such shares, “Excluded Shares”) beneficially owned by Hill Path or an affiliate of Hill Path (including Nomura Global Financial Products Inc., as derivative counterparty, who shall be deemed to be an affiliate of Hill Path solely for purposes of this approval requirement and James P. Chambers, who, for the purpose of the Amendment and the Stockholders Agreement, shall be deemed to be an affiliate of Hill Path). We refer to this as the “Disinterested Stockholder Approval.” The Excluded Shares will not be included in the numerator or denominator for purposes of determining whether the Disinterested Stockholder Approval has been obtained. We refer to the holders of shares of our common stock other than Hill Path and its affiliates as the “Disinterested Stockholders.”
Stockholders of record as of 9:00 a.m. Eastern Time on March 15, 2024 (“Qualified Stockholder”) are entitled to notice of, and to vote at, the Special Meeting. Each Qualified Stockholder is entitled to one vote for each share of common stock held at that time. A list of these Qualified Stockholders will be open for examination by any stockholder for any purpose germane to the Special Meeting for a period of 10 days prior to the Special Meeting at our principal executive offices at 6240 Sea Harbor Drive, Orlando, Florida 32821, and electronically during the Special Meeting at www.virtualshareholdermeeting.com/PRKS2024SM when you enter your 16-Digit Control Number.
You have three options for submitting your vote before the Special Meeting:
| • | the Internet, through computer or mobile device such as a tablet or smartphone; |
| • | telephone; or |
| • | mail. |
Please vote as soon as possible to record your vote promptly, even if you plan to attend the Special Meeting via the Internet.
OUR BOARD RECOMMENDS A VOTE “FOR” THE AMENDMENT PROPOSAL AND “FOR” THE SHARE REPURCHASE PROPOSAL.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on March 25, 2024: The Proxy Statement to Stockholders is available atwww.proxyvote.com**. In addition, a list of Qualified Stockholders entitled to vote at the Special Meeting will be available electronically during the Special Meeting at****www.virtualshareholdermeeting.com/************PRKS2024SM when you enter your 16-Digit Control Number.
By Order of the Board of Directors,
G. Anthony (Tony) Taylor
Corporate Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.