SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 5, 2012
CEDAR FAIR, L.P.
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction
One Cedar Point Drive, Sandusky, Ohio
(Address of principal executive offices)
Registrant's telephone number, including area code: (419) 626-0830
(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 (see General Instruction A.2. below):
[ ] 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))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On December 5, 2012, Cedar Fair, L.P. ("Cedar Fair") sold 1,500,000 units representing limited partnership interests to Magnum Management Corporation ("Magnum"), a wholly owned subsidiary of Cedar Fair, as satisfaction of approximately $50.1 million of inter-company obligations to Magnum. This transaction is exempt from registration under Section 4(2) of the Securities Act of 1933 because the transaction by Cedar Fair did not involve a public offering.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CEDAR FAIR, L.P.
By Cedar Fair Management, Inc., General Partner
/s/ Brian C. Witherow
Brian C. Witherow
Executive Vice President and
Chief Financial Officer
Date: December 6, 2012