Headline Of The Day: SeaWorld IPO Edition

Business Insider comes up with this classic:

SeaWorld: Our Investors Should Know That It’s Bad For Business When Our Killer Whales Kill People

And then BI cites this important, but unusual, section of SeaWorld’s IPO filing:

Below is the aforementioned section of the prospectus (emphasis added):

Featuring animals at our theme parks involves risks.

Our theme parks feature numerous displays and interactions that include animals. All animal enterprises involve some degree of risk. All animal interaction by our employees and our guests in attractions in our theme parks, where offered, involves risk. While we maintain strict safety procedures for the protection of our employees and guests, injuries or death, while rare, have occurred in the past. For example, in February 2010, a trainer was killed while engaged in an interaction with a killer whale. Following this incident, we were subject to an inspection by the U.S. Department of Labor’s Occupational Safety and Health Administration (OSHA), which resulted in three citations concerning alleged violations of the Occupational Safety and Health Act and certain regulations thereunder. We have appealed certain of these citations and the appeal process is ongoing. In connection with this incident, we reviewed and revised our safety protocols and made certain safety-related facility enhancements. This incident has also been the subject of significant media attention, including television and newspaper coverage, a documentary and a book, as well as discussions in social media. This incident and similar events that may occur in the future may harm our reputation, reduce attendance and negatively impact our business, financial condition and results of operations.

In addition, seven killer whales are presently on loan to a third party. Although the occurrence of any accident or injury involving these killer whales would be outside of our control, any such occurrence could negatively affect our business and reputation.

That about covers it, no? So the investors can’t say they weren’t warned.

The Killer SeaWorld IPO

So Blackstone, with the help of Goldman Sachs, has decided to push the imminent IPO from $100 million, to up to $540 million:

Shamu plans to soak Wall Street with a greater splash than previously thought.

SeaWorld Entertainment Inc. — the company known for its performing killer whale — could raise $540 million in an initial public offering on the New York Stock Exchange.

That’s $440 million more than its initial filing in December showed, and $40 million larger than a filing Monday.

Now, the theme park company said it plans to offer 20 million shares priced between $24 and $27, according to a Tuesday filing with the Securities and Exchange Commission. Underwriters have an option to purchase 3 million additional shares, potentially boosting the IPO to $621 million.

The high end of that share price would give SeaWorld a valuation of $2.5 billion, a slight premium on the $2.3 billion Blackstone paid for SeaWorld in 2009.

Much of the money raised appears to be headed straight into Blackstone’s pockets, so I guess the killer whales shouldn’t be looking for imminent upgrades to the pools they live in. But given the controversies over killer whale entertainment, and the OSHA-inspired restrictions on killer whale shows (assuming some survive the current negotiations), Blackstone is just being smart and soaking SeaWorld while it can.

If you want to know about the sharks, as opposed to the killer whales, involved in this deal, I recommend this article, which eviscerates Blackstone’s IPO motives and strategy:

 While Blackstone is apparently the main owner of SeaWorld, someone with a sense of humor at Goldman Sachs decided the infamous vampire squid also ought to have a stake. The size of the stake isn’t specified. A Goldman spokeswoman declined to comment.

Blackstone bought SeaWorld from Anheuser-Busch (BUD) in 2009. Since then, it has increased the company’s debt load to pay itself two dividends worth a total of $610 million. Blackstone also purchased more than $100 million in SeaWorld debt. Some of the proceeds of the IPO will be used to pay Blackstone an unspecified fee.

Blackstone will retain control over SeaWorld after the IPO, which is a good thing for Blackstone, since it will allow the buyout firm to continue receiving all sorts of kickbacks from the company…[snip]

…So who owns SeaWorld and all its confusing chain of subsidiaries? Lots of shell companies, most of which have the word Cayman in the title, except for the one that has Delaware in the title.

But my favorite of the three sentences is the simplest: “we refer to this acquisition and related financing transactions as the ‘2009 Transactions.'”

What related financing transactions? They are apparently on equal par with the acquisition since after that point, the prospectus refers repeatedly, not to the acquisition, but to the “2009 Transactions.”

They may be buried somewhere amid all the other information in the prospectus, but they are undoubtedly far more complex than the simple notion that “Blackstone bought SeaWorld,” which is the only information that a casual reader of business news is likely to have any hope of retaining. Who knows what unknown land-mines and special favors are in the heart of those “2009 transactions?”

This is the standard private equity shell game in which companies are bled white, and left near-lifeless, by Wall Street’s financial wizards. It’s just one more reason it might not be a great time to be employed by SeaWorld.

Why any average investor would dip a toe into this toxic IPO soup, I can’t say. Perhaps Blackstone and Goldman are hoping that SeaWorld’s ardent fan base wants a piece of the action, and will listen to the PR instead of heeding all the warning signs.

It’s certainly going to be an interesting IPO.