cedarfair13g-02142014.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b)
(Amendment No. 1 )*
 
 
Cedar Fair, L.P.
(Name of Issuer)
 
 
Units Representing Limited Partner Interests
(Title of Class of Securities)
 
 
150185106
(CUSIP Number)
 
 
December 31, 2013
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
       
o   Rule 13d-1(b)  
       
x   Rule 13d-1(c)  
       
o   Rule 13d-1(d)  
       
       
*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 (the “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    
1 NAMES OF REPORTING PERSONS  
       
    MSDC Management, L.P.  
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
      (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  
     
    3,812,073  
     
7 SOLE DISPOSITIVE POWER  
     
    -0-  
     
8 SHARED DISPOSITIVE POWER  
     
    3,812,073  
           
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
    3,812,073  
     
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
     
       
11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
     
    6.8%1  
     
12 TYPE OF REPORTING PERSON*  
     
    PN  
     
*SEE INSTRUCTIONS BEFORE FILLING OUT
1 The percentage used above is calculated based on 55,715,198 Units Representing Limited Partner Interests outstanding as of November 1, 2013 as reported in the Company’s Form 10-Q filed with the Commission on November 07, 2013.
 
 
 
 
 
 
 
CUSIP NO. 150185106 13G    
1 NAMES OF REPORTING PERSONS  
       
    MSD Torchlight Partners, L.P.  
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
      (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  
     
    3,812,073  
     
7 SOLE DISPOSITIVE POWER  
     
    -0-  
     
8 SHARED DISPOSITIVE POWER  
     
    3,812,073  
           
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
    3,812,073  
     
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
     
       
11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
     
    6.8%1  
     
12 TYPE OF REPORTING PERSON*  
     
    PN  
     
 
*SEE INSTRUCTIONS BEFORE FILLING OUT
 
 
 
 
 
 
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 office is located at One Cedar Point Drive, Sandusky, Ohio 44870.
   
Item 2(a)
Name of Person Filing:
   
 
This Schedule 13G is being jointly filed by and on behalf of each of MSD Torchlight Partners, L.P. (“MSD Torchlight”) and MSDC Management, L.P. (“MSDC” and, together with MSD Torchlight, the “Reporting Persons”).  MSD Torchlight is the direct owner of the securities covered by this statement.  MSDC is the investment manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Torchlight.  MSDC Management (GP), LLC (“MSDC GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSDC.  Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSDC GP.
   
 
The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2014, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
   
 
Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
   
Item 2(b)
Address of Principal Business Office or, if none, Residence:
   
 
The address of the principal business office of each Reporting Person 645 Fifth Avenue, 21st Floor, New York, New York 10022. 
   
Item 2(c)
 Citizenship:
   
 
MSD Torchlight Partners, L.P. is organized as a limited partnership under the laws of the State of Delaware.  MSDC Management, L.P. is organized as a limited partnership under the laws of the State of Delaware.
   
Item 2(d)
 Title of Class of Securities:
   
  Units Representing Limited Partner Interests
   
Item 2(e)
 CUSIP No.:
   
  150185106
   
Item 3
 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
   
 
Not Applicable.
 
Item 4
 Ownership:
       
  A.   MSDC Management, L.P.
 
      (a) Amount beneficially owned: 3,812,073
 
      (b) Percent of class: 6.8%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 3,812,073
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 3,812,073
 
       
  B.   MSD Torchlight Partners, L.P.
 
      (a) Amount beneficially owned: 3,812,073
 
      (b) Percent of class: 6.8%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 3,812,073
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 3,812,073
 
       
  C.   MSDC Management (GP), LLC
 
      (a) Amount beneficially owned: 3,812,073
 
      (b) Percent of class: 6.8%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 3,812,073
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 3,812,073
 
       
  D.   Glenn R. Fuhrman
 
      (a) Amount beneficially owned: 3,812,073
 
      (b) Percent of class: 6.8%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 3,812,073
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 3,812,073
 
       
  E.   John C. Phelan
 
      (a) Amount beneficially owned: 3,812,073
 
      (b) Percent of class: 6.8%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 3,812,073
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 3,812,073
 
       
  F.   Marc R. Lisker
 
      (a) Amount beneficially owned: 3,812,073
 
      (b) Percent of class: 6.8%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 3,812,073
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 3,812,073
 
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 each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [].
   
Item 6
Ownership of More Than Five Percent on Behalf of Another Person:
   
 
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:
   
  By signing below I certify that, to the best of my 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 participant in any transaction having that purpose or effect.
   
 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: February 13, 2014
 
  MSDC Management, L.P.  
       
  By: MSDC Management (GP), LLC  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
  MSD Torchlight Partners, L.P.  
       
  By: MSDC Management, L.P.  
  Its: Investment Manager  
       
  By: MSDC Management (GP), LLC  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
 
 
 
 
 
 
EXHIBIT INDEX
 
 
     
 
Exhibit
 
 
Description of Exhibit
 
99.1
Joint Filing Agreement dated February 13, 2014.
 
 
 
 
 
 
 
 
Exhibit 99.1
 
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
 
The undersigned hereby agree as follows:
 
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
 
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
 
Date: February 13, 2014
 
 
  MSDC Management, L.P.  
       
  By: MSDC Management (GP), LLC  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
  MSD Torchlight Partners, L.P.  
       
  By: MSDC Management, L.P.  
  Its: Investment Manager  
       
  By: MSDC Management (GP), LLC  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager