SeaWorld Entertainment, Inc. (NYSE:SEAS) Files An 8-K Entry into a Material Definitive Agreement

SeaWorld Entertainment, Inc. (NYSE:SEAS) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry into a Material Definitive Agreement.

On May 16, 2017, SeaWorld Parks and Entertainment, Inc. (SEA), a
wholly-owned subsidiary of SeaWorld Entertainment, Inc.(the
Company), entered into a License Agreement (the License
Agreement) with Sesame Workshop (Sesame), a New York
not-for-profit corporation.The License Agreement extends SEAs
status as Sesame Workshops exclusive theme park partner in the
United States, Puerto Rico, and the U.S. Virgin Islands (the
Territory), with the second Sesame Place theme park scheduled to
open no later than mid-2021. After the opening of the second
Sesame Place, the Company will have the option to build
additional Sesame Place theme parks in the Territory.

Under the terms of the License Agreement, including the
requirement for certain subsequent approvals from Sesame, Sesame
granted SEA the right to use the Sesame Street Elements (as
defined below) (a) in connection with the design, building,
installation, theming, promotion, and operation of SEAs existing
Sesame Place theme park, located in Langhorne, Pennsylvania (the
Langhorne Sesame Place) and additional Sesame Place theme parks
in the United States (collectively, the Standalone Parks); (b) in
connection with the design, building, installation, theming,
promotion, and operation of SEAs existing Sesame Lands (currently
known as Sesame Street Bay of Play at SeaWorld San Antonio,
Sesame Street Bay of Play at SeaWorld San Diego, Sesame Street
Safari of Fun at Busch Gardens Tampa, and Sesame Street Forest of
Fun at Busch Gardens Williamsburg) and additional Sesame Lands,
including a Sesame Land at SeaWorld Orlando scheduled to be built
by fall 2022 (collectively, the Sesame Lands); (c) in connection
with the Licensed Products (as defined below); (d) in marketing
and promotional activities related to the Standalone Parks and
Sesame Lands, including without limitation, marketing,
advertising and promotion, character appearances and live
presentations (both in park and in off-site promotional
activities such as schools, parades, conventions, etc.), and the
Licensed Products; and/or (e) to seek and to enter into
sponsorship agreements for specific sponsorships of Sesame
Street-themed attractions.

In addition, SEA has been granted a license to (i) develop and
manufacture or have developed and manufactured products that
utilize the Sesame Street Elements or to purchase products that
utilize the Sesame Street Elements from Sesames third party
licensees (collectively, the Licensed Products), (ii) to market,
promote, advertise, distribute and sell the Licensed Products
within each of SEAs theme parks and through online stores on SEAs
websites and targeted primarily to consumers in the United States
and (iii) to contract with third party vendors to promote,
distribute and sell the Licensed Products within the United
States.

The term Sesame Street Elements means all current and hereafter
developed or owned titles, marks, names, characters (including
any new Sesame Street characters shown on Sesame Street and owned
in whole or controlled by Sesame), images, likenesses, audio,
video, audiovisual, logos, themes, symbols, copyrights,
trademarks, service marks, visual representations and designs,
and other intellectual property (whether in two- or
three-dimensional form and including animated and mechanical
representations) owned or controlled by Sesame (or its
affiliates), and associated with the Sesame Street television
property, whether previously (unless retired) or currently on
Sesame Street or whether hereafter developed or owned and the
names and marks Sesame Place and Sesame Land, but expressly
excluding Kermit the Frog.

Sesame has reserved rights to build family entertainment centers
using the Sesame Street Elements subject to certain territorial
restrictions surrounding SEAs Sesame Place Standalone Parks and
Sesame Lands within the Territory.

The License Agreement has an initial term through December 31,
2031, with an automatic additional 15 year extension plus a 5
year option added from each new Standalone Park opening.In
connection with the execution of the License Agreement, the
existing agreements between Sesame Workshop and SeaWorld Parks
Entertainment LLC (f/k/a Busch Entertainment Corporation), an
affiliate of SEA, were terminated, including without limitation:

1.

Amended and Restated Agreement, dated April 1, 1983, by
and between SeaWorld Parks Entertainment LLC (f/k/a SPI,
Inc.) and Sesame Workshop (f/k/a Childrens Television
Workshop) (the 1983 Sesame Agreement);

2.

Amendment, dated August 24, 2006, to the Amended and
Restated Agreement, dated April 1, 1983, by and between
SeaWorld Parks Entertainment LLC (f/k/a SPI, Inc.) and
Sesame Workshop (f/k/a Childrens Television Workshop)
(the Amendment to 1983 Sesame Agreement);

3.

Change in Control Notification and Consent, dated October
6, 2009, to the license agreement, dated April 1, 1983,
as amended on August 24, 2006, between SeaWorld Parks
Entertainment LLC (f/k/a Busch Entertainment Corporation)
and Sesame Workshop (the Change in Control Notification
and Consent (1983 License Agreement));

4.

License Agreement, dated August 24, 2006, by and between
Sesame Workshop and SeaWorld Parks Entertainment LLC
(f/k/a Busch Entertainment Corporation) (the 2006 License
Agreement); and

5.

Change in Control Notification and Consent, dated October
6, 2009, to the license agreement, dated August 24, 2006,
between SeaWorld Parks Entertainment LLC (f/k/a Busch
Entertainment Corporation) and Sesame Workshop (the
Change in Control Notification and Consent (2006 License
Agreement)).

to the License Agreement, SEA pays a specified annual license
fee, as well as a specified royalty based on revenues earned in
connection with sales of Licensed Products, all food and beverage
items utilizing the licensed elements and any events utilizing
such elements if a separate fee is paid for such event.

The parties have agreed to indemnify each other from and against
third party claims and expenses arising from their respective
performance under the License Agreement or any breach thereof.The
parties have certain termination rights under the License
Agreement, including without limitation Sesame Workshops right to
terminate the License Agreement in whole or in part under certain
limited circumstances, including a change of control of SEA or
the Company, SEAs bankruptcy or uncured breach of the License
Agreement, or the termination of the License Agreement regarding
the Langhorne Sesame Place theme park.In the event Sesame
consents to a change of control of SEA or the Company, or the
sale of the Langhorne Sesame Place and at least one other SEA
theme park, then SEA must pay Sesame a certain transfer consent
fee.

The License Agreement provides for a three tier dispute
resolution mechanism which includes an arbitration clause and
provides for liquidated damages in certain amounts for certain
breaches by either party.

Item 1.02Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 of this Current Report
on Form 8-K is incorporated by reference in this Item 1.02.For
further information regarding the 1983 Sesame Agreement, the
Amendment to 1983 Sesame Agreement, the Change in Control
Notification and Consent (1983 License Agreement), the 2006
License Agreement and the Change in Control Notification and
Consent (2006 License Agreement), each of which was terminated in
connection with the execution of the License Agreement, see Item
1. BusinessIntellectual PropertySesame Licenses in the Companys
Annual Report on Form 10-K for the fiscal year ended December 31,
2016 filed with the Securities and Exchange Commission.

Item 7.01Regulation FD Disclosure.

In a joint press release issued on May 18, 2017, the Company, SEA
and Sesame announced the entry into the License Agreement.A copy
of the press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 of this
Current Report on Form 8-K shall not be deemed to be 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 that section, nor shall it be deemed incorporated
by reference in any filing made by the Company under the
Securities Act of 1933, as amended (the Securities Act), or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

Exhibit 99.1

Press release of SeaWorld Entertainment, Inc., dated May
18, 2017

Forward-Looking Statements

This Current Report on Form 8-K contains statements that are
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act which are
subject to the safe harbor created by those sections.These
statements include, but are not limited to, statements related to
the Companys plans, objectives, goals, expectations, beliefs,
business strategies, future events, business conditions, business
trends and expectations with respect to the opening of the second
Sesame Place theme park and additional Sesame Place theme
parks.These forward-looking statements, which are identified by
words such as might, will, may, should, estimates, expects,
continues, contemplates, anticipates, projects, plans, potential,
predicts, intends, believes, forecasts, future, guidance,
targeted, scheduled are subject to a number of risks and
uncertainties that could cause actual results to differ
materially from the forward-looking statements contained in this
Current Report on Form 8-K, including the risks, uncertainties
and factors set forth in the section entitled Risk Factors in the
Companys most recent Annual Report on Form 10-K and in subsequent
reports, including Current Reports on Form 8-K, that the Company
files or furnishes with the Securities and Exchange Commission
(SEC). The Companys filings with the SEC are available from the
SECs EDGAR database at www.sec.gov and via the Companys website
at www.seaworldentertainment.com.Accordingly, there are or will
be important factors that could cause actual outcomes or results
to differ materially from those indicated in these statements.
These factors should not be construed as exhaustive and should be
read in conjunction with the other cautionary statements that are
included in this Current Report on Form 8-K and in the Companys
filings with the SEC. The Company undertakes no obligation to
publicly update or review any forward-looking statement, whether
as a result of new information, future developments or otherwise,
except as required by law.


About SeaWorld Entertainment, Inc. (NYSE:SEAS)

SeaWorld Entertainment, Inc. is a theme park and entertainment company. It owns or licenses a portfolio of brands, including SeaWorld, Sea Rescue and Busch Gardens. It has a diversified portfolio of approximately 10 destination and regional theme parks that are located across the United States. Its theme parks feature a range of rides, shows and other attractions. The Company operates SeaWorld theme parks in Orlando, Florida; San Antonio, Texas, and San Diego, California, and Busch Gardens theme parks in Tampa, Florida, and Williamsburg, Virginia. The Company operates water park attractions in Orlando, Florida (Aquatica); San Diego, California (Aquatica); Tampa, Florida (Adventure Island), and Williamsburg, Virginia (Water Country USA). The Company also operates a reservations-only attraction offering interaction with marine animals (Discovery Cove) and a seasonal park in Langhorne, Pennsylvania (Sesame Place).

SeaWorld Entertainment, Inc. (NYSE:SEAS) Recent Trading Information

SeaWorld Entertainment, Inc. (NYSE:SEAS) closed its last trading session down -0.11 at 17.89 with 1,052,181 shares trading hands.

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