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

Item1.01 Entry into a Material Definitive Agreement.

The information included in Item8.01 below with respect to the
Stockholders Agreement (as defined below) and Registration Rights
Agreement (as defined below) is hereby incorporated by reference
into this Item1.01.

Item7.01 Regulation FD Disclosure.

On March 24, 2017, SeaWorld Entertainment, Inc. (the
Company) and Zhonghong Zhuoye Group Co., Ltd. (ZHG
Group) issued a joint press release announcing that an
affiliate of ZHG Group, Sun Wise (UK) Co., Ltd (ZHG),
would acquire approximately 21% of the outstanding shares of
common stock of the Company (the Sale) from funds
affiliated with The Blackstone Group, L.P. (Blackstone),
to a Stock Purchase Agreement between ZHG and Blackstone (the
Stock Purchase Agreement). A copy of the joint press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

Under the terms of the Stock Purchase Agreement, ZHG will pay to
Blackstone $23.00 per share of the Companys common stock acquired
by ZHG. The Sale is expected to close, subject to customary
closing conditions (including expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act), in the
second quarter of 2017. to the Stock Purchase Agreement, ZHG has
deposited $50 million into an escrow account, which deposit, or a
portion thereof, will be released to Blackstone if the Stock
Purchase Agreement is terminated in certain circumstances. The
Company is not a party to the Stock Purchase Agreement, has no
obligations thereunder and did not independently verify any
arrangements between Blackstone and ZHG, but as described below
in Item8.01 is a party to certain other agreements entered into
in connection with the Sale. The foregoing description of the
Stock Purchase Agreement is qualified in its entirety by
reference to the full text of such document, which is furnished
as Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated herein by reference.

The information in this Item7.01 (including Exhibits 99.1 and
99.2) shall not be deemed filed for purposes of Section18 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
under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such
a filing.

Item8.01 Other Events.

Changes to the Board. In connection with the closing of
the Sale, the Company agreed to appoint two ZHG director
designees to the Companys board of directors (the Board),
Mr.Yoshikazu Maruyama and Mr.Yongli Wang (the Initial ZHG
Designees), to ZHGs rights under the Stockholders Agreement
described below. The Company is also increasing the size of the
Board from 10 directors to 11 directors in connection with the
closing of the Sale, and Mr.Peter Wallace is expected to resign
as a director in connection with the closing of the Sale.

Stockholders Agreement. In connection with the Sale, the
Company entered into a stockholders agreement with ZHG (and with
ZHG Group for purposes of the standstill provision only) (the
Stockholders Agreement) that will be effective upon the
closing of the Sale. The Stockholders Agreement will terminate
when ZHG and its affiliates, in the aggregate, hold less than 5%
of the Companys common stock.

Directors. Under the Stockholders Agreement, for so long
as ZHG owns at least 20% of the Companys outstanding common
stock, it will have the right to designate two directors to the
Companys Board. After the resignation or other removal of either
of the Initial ZHG Designees, unless otherwise determined by the
Board, at least one of the two ZHG director designees will be
required to (i)meet the independence standards of the New York
Stock Exchange with respect to the Company and (ii)not have been,
for three (3)years prior to appointment, an employee, director or
officer of, or consultant to, ZHG or any of its affiliates. Each
of ZHGs director designees must be reasonably satisfactory to the
Companys Nominating and Corporate Governance Committee. ZHGs
right to designate directors declines to one director if ZHGs
ownership falls below 20% of the Companys common stock and such

right terminates if ZHGs ownership falls below 10% of the
Companys common stock, in each case subject to certain
exceptions. Each ZHG designee that meets the independence
standards of the New York Stock Exchange will be entitled to
serve on at least one standing committee of the Board, as
determined by the Nominating and Corporate Governance Committee.

Voting Requirements. The Stockholders Agreement
generally requires ZHG to vote all of its shares in excess of 15%
of the total outstanding shares of the Company in the same
proportion as the shares owned by other stockholders are voted on
all matters, except as follows: (i)in elections of directors, ZHG
is required to vote all of its shares, up to 15% of the total
outstanding shares of the Company, in favor of each of the Boards
nominees and, in excess of 15%, can either vote affirmatively in
favor of the Boards nominees or in the same proportion as the
shares owned by other stockholders are voted; (ii)for two years
after the closing of the Sale, in third party acquisitions of the
Company where the consideration is less than or equal to $23.00
per share, ZHG may vote all of its shares as it chooses; and
(iii)in the case of any charter or bylaw amendment which
adversely affects ZHG disproportionally as compared to other
stockholders, an issuance of more than 20% of the Companys
outstanding shares (other than in connection with an acquisition)
at a below-market price, or an acquisition of the Company by ZHG,
ZHG may vote all of its shares as it chooses. In a third party
tender offer approved by the Board (except for two years after
the closing of the Sale, in a third party tender offer where the
consideration is less than or equal to $23.00 per share), ZHG
will be required to tender its shares in excess of 15% of the
total outstanding shares of the Company in the same proportion as
shares held by non-ZHG holders are tendered.

Transfer Restrictions and Right of First Refusal. For
two years after the closing of the Sale, the Stockholders
Agreement requires ZHG to not transfer any shares of the Company
unless:

After two years, other than in an underwritten public offering,
block trade or permitted transfer described above, ZHG will not
be permitted to transfer shares of the Company to certain
competitors of the Company or, to the knowledge of ZHG or its
broker, a person or group who is a 5% stockholder or who would
thereby become a 5% stockholder. In addition, in an underwritten
public offering or a block trade, other than a permitted transfer
described above, ZHG will instruct the underwriter or broker not
to transfer any shares to a person or group who is a 5%
stockholder or would become a 5% stockholder (unless the identity
of the purchaser is not known to the underwriter or broker). In a
block trade, other than a permitted transfer described above, ZHG
will instruct its broker not to transfer shares to certain
competitors of the Company (unless the identity of the purchaser
is not known to ZHG or its broker). If the Company proposes to
issue new equity securities in an offering that is not an
underwritten public offering or an offering to Rule 144A, ZHG
will have the right to purchase a pro-rata portion of such
issuance, measured based on ZHGs ownership percentage in the
Company at such time (which shall initially be capped at 24.9%
and decrease proportionately following sales of shares by ZHG to
parties other than affiliates of ZHG (the Maximum Ownership
Percentage).

Standstill. Subject to the following paragraph, the
Stockholders Agreement includes a customary standstill provision
that requires ZHG and its affiliates not to:

Notwithstanding the above, ZHG will not be prohibited from:
(i)transferring shares of the Company to ZHG affiliates;
(ii)purchasing shares of the Company to its right to purchase its
pro-rata portion of newly issued equity securities of the
Company; (iii)making a non-public, confidential acquisition
proposal to the Board; or (iv)after public announcement of a
definitive agreement for the acquisition of the Company by a
third party, making a publicly announced alternative acquisition
proposal for all of the outstanding shares of the Company (an
Alternative Proposal) which, if a tender or exchange
offer, must be on the same terms for all such shares and include
a non-waivable condition that a majority of the shares held by
non-ZHG holders are tendered into such offer. ZHG remains subject
to the voting and tender requirements described above with
respect to third party acquisitions and tender offers whether or
not ZHG makes an Alternative Proposal. ZHG may purchase Company
shares in the open market up to the Maximum Ownership Percentage.

Corporate Opportunity; DGCL Section203. The Delaware
General Corporate Law (DGCL) permits corporations to adopt
provisions renouncing any interest or expectancy in certain
opportunities that are presented to the corporation or its
officers, directors or stockholders. Under the Stockholders
Agreement, the Company agreed to adopt resolutions waiving
certain corporate opportunities presented to ZHG entities. In
addition, although the Company has previously opted out of
Section203 of the DGCL (Section 203), the Companys
certificate of incorporation (the Charter) contains a
provision similar to Section203 that imposes restrictions on
certain business combinations involving interested stockholders
unless, among other things, the Board has approved the business
combination or the transaction which resulted in the stockholder
becoming an interested stockholder. The Company has exempted ZHG
from these restrictions on certain business combinations under
the relevant provisions of the Companys Charter.

Registration Rights. The Company also entered into a
registration rights agreement (the Registration Rights
Agreement) with ZHG that will be effective upon the closing
of the Sale. The Registration Rights Agreement provides that,
subject to the transfer restrictions set forth is the
Stockholders Agreement, ZHG will have customary demand and
piggyback registration rights. The Registration Rights Agreement
also will require the Company to pay certain expenses relating to
such registrations and indemnify the registration rights holder
against certain liabilities under the Securities Act.

Special Committee. The Board determined that it was in the
best interests of the Companys stockholders to establish a
special committee of disinterested directors (the Special
Committee) in connection with the Sale and the Companys
related arrangements with ZHG and its affiliates. None of the
members of the Special Committee are affiliated with Blackstone
or the ZHG Group or their respective affiliates. Prior to the
establishment of the Special Committee, Blackstone informed the
Board that Blackstone would not proceed with the Sale during 2017
unless the ZHG Group and the Company entered into arrangements
that were approved by the Special Committee. The Board delegated
to the Special Committee the exclusive authority to review and
approve any arrangement between the Company and the ZHG Group or
its affiliates or any other agreements with respect to the Sale
to which the Company is a party. The Special Committees process
included engaging and receiving advice from independent legal and
financial advisors, holding eight meetings with its advisors,
extensive negotiations with the ZHG Group and its advisors
relating to its governance arrangements with the Company and
review of the potential benefits, including the concept
development and design agreements described below and future
collaboration opportunities with the ZHG Group and its affiliates
in China and elsewhere.

Concept Development and Design Agreements. On March 24,
2017, Sea Holdings I, LLC, a wholly-owned subsidiary of the
Company, and Zhonghong Holding Co., Ltd. (Zhonghong
Holding), an affiliate of ZHG Group, entered into a Park
Exclusivity and Concept Design Agreement (the ECDA) and a
Center Concept and Preliminary Design Agreement (the
CDSA).

Under the terms of the ECDA, the Company will work with Zhonghong
Holding and a top theme park design company, the Hettema Group,
to create and produce the concept designs and development
analysis for theme parks, water parks and interactive parks in
China. Under the terms of the CDSA, the Company will provide
guidance, input, and expertise relating to the initial strategic
planning, concept and preliminary design of Zhonghong Holdings
family entertainment and other similar centers. The entry into
the ECDA and CDSA was approved by the Special Committee as being
in the best interests of the Company and its stockholders.

Each of the foregoing descriptions of the Stockholders Agreement,
the Registration Rights Agreement, the ECDA and the CDSA is
qualified in its entirety by reference to the full text of each
of such documents, which are filed as Exhibits 10.1, 10.2, 99.3
and 99.4 respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains statements that are
forward-looking statements within the meaning of Section27A of
the Securities Act and Section21E of the Exchange Act which are
subject to the safe harbor created by those sections. These
forward-looking statements, which are identified by words such as
may, expects, future, believe, and forward, 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 risk
that the transactions may not be timely completed, if at all, due
to the failure of any of the closing conditions, including
required regulatory approvals; and other 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.
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.

Item9.01 Financial Statements and Exhibits

(d) Exhibits.

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.

Date: March24, 2017

EXHIBIT INDEX

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 00.00 at 17.31 with 889,285 shares trading hands.