UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-K/A

Amendment No. 1

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|--------------------------------------------------------------------------------------|

For the fiscal year ended December 31, 2017 

or

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|----------------------------------------------------------------------------------------------------|

For the transition period from              to            

Commission File Number: 001-35883

 

SeaWorld Entertainment, Inc.

(Exact name of registrant as specified in its charter)

 

| Delaware                                                        |   | 27-1220297                            |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer

Identification No.) |

9205 South Park Center Loop, Suite 400

Orlando, Florida 32819

(Address of principal executive offices)(Zip Code)

(407) 226-5011

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

|  Title of each class               |   | Name of each exchange on which registered |
|-----------------------------------------|--------|-------------------------------------------|
| Common Stock, par value $0.01 per share |   | New York Stock Exchange                   |

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☑    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☑    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☑

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer | ☑                                                          | Accelerated filer              | ☐ |
|-----------------------------------|------------------------------------------------------------------|-------------------------------------|---------|
|                              |                                                             |                                |    |
| Non-accelerated filer             | ☐  (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |
|                              |                                                             |                                |    |
|                              |                                                             | Emerging growth company             | ☐ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☑

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, was $919,442,891 based upon the closing price of the registrant’s common stock, par value $0.01 per share, reported for such date on the New York Stock Exchange.  For purposes of this computation, shares of the registrant’s common stock held by each executive officer and director and each person known to the registrant to own 10% or more of the outstanding voting power of the registrant have been excluded since such persons may be deemed to be affiliates. This determination of affiliate status is not a determination for other purposes.

The registrant had outstanding 90,336,380 shares of Common Stock, par value $0.01 per share as of February 21, 2018.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission relating to the 2018 Annual Meeting of Stockholders, which statement will be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference into Part III of this report.

 

 

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EXPLANATORY NOTE

This Amendment No. 1 to SeaWorld Entertainment, Inc.’s Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended December 31, 2017 is being filed solely for the purpose of filing: Exhibit 3.3 in place of Exhibits 3.3 and 3.4 of the Form 10-K; Exhibit 10.70; Exhibit 10.71; Exhibit 10.72; Exhibit 10.73; and Exhibit 10.74. Part IV, Item 15 has been included herein to reflect the filing of Exhibits 3.3, 10.70, 10.71, 10.72, 10.73 and 10.74 and new certifications filed as Exhibits 31.3 and 31.4. No other changes have been made to the Form 10-K. This amendment speaks as of the original filing date of the Form 10-K, and does not reflect events that may have occurred subsequent to the original filing date.

 

 

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PART IV.

Item 15.  Exhibits, Financial Statement Schedules

 

 

| (a) The following documents are filed as part of this report:                                                                                                                                                                                                                                                                                                                    |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                             |   |
| 1. Financial StatementsOur consolidated financial statements are as set forth under Part I, Item 8 and Part IV, Item 15 of the Form 10-K filed on February 28, 2018.2. Financial Statement SchedulesOur financial statement schedules are as set forth under Part IV, Item 15 of the Form 10-K filed on February 28, 2018.3. ExhibitsSee the Exhibit Index which follows.
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Exhibit Index

 

| Exhibit No. |         | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-------------|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|  3.1   |    | Amended and Restated Certificate of Incorporation of SeaWorld Entertainment, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 24, 2013 (File No. 001-35883))                                                                                                                                                                                                                                                                                                                         |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|  3.2   |         | Certificate of Amendment of Amended and Restated Certificate of Incorporation of SeaWorld Entertainment, Inc., effective June 15, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 17, 2016 (File No. 001-35883))                                                                                                                                                                                                                                                                     |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 3.3         |         | Third Amended and Restated Bylaws of SeaWorld Entertainment, Inc., effective June 14, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 16, 2017 (File No. 001-35883))                                                                                                                                                                                                                                                                                                                 |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|  4.1   |         | Stockholders Agreement, dated as of April 24, 2013, among SeaWorld Entertainment, Inc. and the other parties thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 24, 2013 (File No. 001-35883))                                                                                                                                                                                                                                                                                      |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1        |         | Amendment No. 8, dated as of March 31, 2017, to the Credit Agreement, among SeaWorld Parks & Entertainment, Inc., the guarantors party thereto from time to time, Bank of America, N.A., as administrative agent, collateral agent, L/C issuer and swing line lender and the other agents and lenders from time to time party thereto (the Amended credit Agreement is included as Exhibit A thereto) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 4, 2017 (File No. 001-35883)) |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.2        |         | Joinder Agreement, dated as of December 17, 2012, under the Credit Agreement, among SeaWorld of Texas Holdings, LLC, SeaWorld of Texas Management, LLC, SeaWorld of Texas Beverage, LLC and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                                                                                              |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.3        |         | Joinder Agreement, dated as of May 6, 2015, among SWBG Orlando Corporate Operations Group, LLC, SEA Holdings I, LLC and Bank of America, N.A., as administrative agent and collateral agent, to the Credit Agreement, dated as of December 1, 2009 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 001-35883))                                                                                                                                       |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.4        |         | Security Agreement, dated as of December 1, 2009, among SW Acquisitions Co., Inc., the other grantors named therein and Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                                                                                                                                                                                           |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.5        |         | Supplement No. 1, dated as of December 17, 2012, to the Security Agreement among the grantors identified therein and Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                                                                                                                                                                                              |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.6        |         | Supplement No. 2, dated as of May 6, 2015, among SWBG Orlando Corporate Operations Group, LLC, SEA Holdings I, LLC and Bank of America, N.A., as collateral agent, to the Security Agreement, dated as of December 1, 2009 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 001-35883))                                                                                                                                                               |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.7        |         | Pledge Agreement, dated as of December 1, 2009, between SeaWorld Entertainment, Inc. (f/k/a/SW Holdco, Inc.) and Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                                                                                                                                                                                                  |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.8        |         | Patent Security Agreement, dated as of December 1, 2009, by SeaWorld Parks & Entertainment (f/k/a Busch Entertainment LLC) in favor of Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012  (File No. 333-185697))                                                                                                                                                                                            |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.9        |         | Trademark Security Agreement, dated as of December 1, 2009, by SeaWorld Parks & Entertainment (f/k/a Busch Entertainment LLC) in favor of Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                                                                                                                                                                    |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.10       |         | Trademark Security Agreement, dated as of December 1, 2009, by Sea World LLC in favor of Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                                                                                                                                                                                                                         |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.11       |         | Copyright Security Agreement, dated as of December 1, 2009, by SeaWorld Parks & Entertainment (f/k/a Busch Entertainment LLC) in favor of Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012  (File No. 333-185697))                                                                                                                                                                                         |
|        |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

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| 10.12        |   | Copyright Security Agreement, dated as of December 1, 2009, by Sea World LLC in favor of Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                          |
|--------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.13        |   | Registration Rights Agreement, dated December 1, 2009, by and among SeaWorld Entertainment, Inc. (f/k/a SW Holdco, Inc.), SW Cayman L.P. and the equityholders named therein (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 filed on February 12, 2013 (File No. 333-185697)) |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.14        |   | Lease Amendment, dated January 9, 1978, by and between the City of San Diego and Sea World Inc. (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                                              |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.15        |   | Lease Amendment, dated March 6, 1979, by and between the City of San Diego and Sea World Inc. (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                                                |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.16        |   | Lease Amendment, dated December 12, 1983, by and between the City of San Diego and Sea World Inc. (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.17        |   | Lease Amendment, dated June 24, 1985, by and between the City of San Diego and Sea World Inc. (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                                                |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.18        |   | Lease Amendment, dated September 22, 1986, by and between the City of San Diego and Sea World Inc. (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                                           |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.19        |   | Lease Amendment, dated June 29, 1998, by and between the City of San Diego and Sea World Inc. (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                                                |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.20        |   | Lease Amendment, dated July 9, 2002, by and between the City of San Diego and Sea World Inc. (incorporated by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                                                 |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.21        |   | Trademark License Agreement, dated December 1, 2009, by and between Anheuser- Busch Incorporated and Busch Entertainment LLC (incorporated by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 filed on December 27, 2012 (File No. 333-185697))                                                 |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.22        |   | Second Amended and Restated Equityholders Agreement, dated as of April 11, 2011 (incorporated by reference to Exhibit 10.38 to the Registrant’s Registration Statement on Form S-1 filed on February 12, 2013 (File No. 333-185697))                                                                                              |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.23† |   | 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to the Registrant’s Registration Statement on Form S-1 filed on February 12, 2013 (File No. 333-185697))                                                                                                                                                  |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.24† |   | Form of Restricted Stock Grant and Acknowledgment (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 filed on March 25, 2013 (File No. 333-185697))                                                                                                                               |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.25† |   | Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.40 to the Registrant’s Registration Statement on Form S-1 filed on April 8, 2013 (File No. 333-185697))                                                                                                                                               |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.26† |   | Offer Letter to David D’Alessandro, dated September 1, 2010 (incorporated by reference to Exhibit 10.35 to the Registrant’s Registration Statement on Form S-1 filed on February 12, 2013 (File No. 333-185697))                                                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.27        |   | Form of Share Repurchase Agreement between SeaWorld Entertainment, Inc. and the Partnerships  (incorporated by reference to Exhibit 10.45 to the Registrant’s Registration Statement on Form S-1 filed on November 20, 2013 (File No. 333-192420))                                                                      |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.28† |   | Separation and Consulting Agreement, dated December 10, 2014, by and between SeaWorld Entertainment, Inc. and James Atchison (incorporated by reference to Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 001-35883))                                         |
|         |   |                                                                                                                                                                                                                                                                                                                                    |
| 10.29† |   | Restricted Stock Award Agreement, dated January 15, 2015, by and between SeaWorld Entertainment, Inc. and David D’Alessandro (incorporated by reference to Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 001-35883))                                   |
|         |   |                                                                                                                                                                                                                                                                                                                                    |

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| 10.30† |   | Form of Restricted Stock Grant Notice and Restricted Stock Agreement (Employees—Annual Incentive Plan Award) (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 001-35883))                                                          |
|--------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.31† |   | Form of Restricted Stock Grant Notice and Restricted Stock Agreement (Employees—Time-Based Shares) (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 001-35883))                                                                    |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.32† |   | Form of Option Grant Notice and Option Agreement (Employees—Time-Based Options) (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 001-35883))                                                                                       |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.33† |   | Form of Restricted Stock Grant Notice and Restricted Stock Agreement (Employees—Performance-Based Shares) (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 001-35883))                                                             |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.34† |   | Employment Agreement, dated March 16, 2015, between SeaWorld Entertainment, Inc. and Joel Manby (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 19, 2015 (File No. 001-35883))                                                                                             |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.35† |   | Restricted Stock Grant Notice and Restricted Stock Agreement (Employees—Time-Based Shares), dated April 7, 2015, between SeaWorld Entertainment, Inc. and Joel Manby (incorporated by reference to Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 001-35883)) |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.36† |   | Option Grant Notice and Option Agreement (Employees—Time-Based Options), dated April 7, 2015, between SeaWorld Entertainment, Inc. and Joel Manby (incorporated by reference to Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 001-35883))                    |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.37† |   | Employment Agreement, dated August 17, 2015, between SeaWorld Entertainment, Inc. and Peter J. Crage (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 17, 2015 (File No. 001-35883))                                                                                       |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.38† |   | Employment Agreement, dated August 16, 2015, by and between SeaWorld Entertainment, Inc. and Anthony Esparza (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No. 001-35883))                                                            |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.39† |   | Form of Restricted Stock Agreement (Outside Director Award) (incorporated by reference to Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K filed on February 26, 2016 (File No. 001-35883))                                                                                                                             |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.40† |   | Separation Agreement, dated February 18, 2016, between SeaWorld Entertainment, Inc. and Daniel B. Brown (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 19, 2016 (File No. 001-35883))                                                                                  |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.41† |   | Amendment No.1 to the Separation and Consulting Agreement, dated as of April 13, 2016, by and between SeaWorld Entertainment, Inc. and James Atchison (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 15, 2016 (File No. 001-35883))                                       |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.42† |   | Employment Agreement, dated June 14, 2016, between SeaWorld Entertainment, Inc. and Jack Roddy (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No. 001-35883))                                                                               |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.43† |   | Third Amended and Restated Outside Director Compensation Policy (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No. 001-35883))                                                                                                              |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.44† |   | Fourth Amended and Restated Outside Director Compensation Policy, effective April 12, 2017 (incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-35883))                                                                                 |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.45† |   | Form of Restricted Stock Award Agreement (Outside Director Annual Award) (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No. 001-35883))                                                                                                     |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.46† |   | Amendment #1 to Executive Employment Agreement, dated December 7, 2016, between SeaWorld Entertainment, Inc. and Joel Manby (incorporated by reference to Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-35883))                                                   |
|         |   |                                                                                                                                                                                                                                                                                                                                      |
| 10.47† |   | Amendment #1 to Executive Employment Agreement, dated December 7, 2016, between SeaWorld Entertainment, Inc. and Peter Crage (incorporated by reference to Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-35883))                                                  |
|         |   |                                                                                                                                                                                                                                                                                                                                      |

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| 10.48† |   | Amendment #1 to Executive Employment Agreement, dated December 7, 2016, between SeaWorld Entertainment, Inc. and Anthony Esparza (incorporated by reference to Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-35883))                                                                                          |
|--------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.49† |   | Amendment #2 to Executive Employment Agreement, dated December 7, 2016, between SeaWorld Entertainment, Inc. and Jack Roddy (incorporated by reference to Exhibit 10.53 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-35883))                                                                                               |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.50† |   | Offer Letter, dated December 28, 2016, between SeaWorld Entertainment, Inc. and Denise L. Godreau (incorporated by reference to Exhibit 10.54 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-35883))                                                                                                                         |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.51† |   | Amendment #1 to Offer Letter of Employment, dated February 21, 2017, between SeaWorld Entertainment, Inc. and Denise L. Godreau (incorporated by reference to Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-35883))                                                                                           |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.52† |   | Second Amended & Restated Stock Ownership Guidelines, adopted January 18, 2017 (incorporated by reference to Exhibit 10.56 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-35883))                                                                                                                                        |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.53† |   | Amended and Restated Key Employee Severance Plan, effective March 1, 2017 (incorporated by reference to Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-35883))

                                                                                                                                          |
| 10.54† |   | Form of Restricted Stock Award Agreement (Outside Director Initial/Annual Award) – 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 001-35883))

                                                                                         |
| 10.55† |   | Form of Restricted Stock Grant Notice and Restricted Stock Agreement (Special Retention Grant ―Time-Based Shares) – 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 001-35883))

                                                  |
| 10.56† |   | Form of Restricted Stock Grant Notice and Restricted Stock Agreement (Employees―Annual Incentive Plan Award) – 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 001-35883))

                                                       |
| 10.57† |   | Fifth Amended and Restated Outside Director Compensation Policy, effective October 11, 2017 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 001-35883))

                                                                                                                  |
| 10.58† |   | Incentive Compensation Clawback Policy, effective October 11, 2017(incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 001-35883))

                                                                                                                                            |
| 10.59        |   | License Agreement, dated May 16, 2017, by and between Sesame Workshop and SeaWorld Parks & Entertainment, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (File No. 001-35883))

  |
| 10.60† |   | SeaWorld Entertainment, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 16, 2017 (File No. 001-35883))

                                                                                                                                                                             |
| 10.61† |   | Form of Amendment #1 to Restricted Stock Grant and Acknowledgment and Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 14, 2017 (File No. 001-35883))

                                                                                                                            |
| 10.62† |   | Second Amended and Restated Stock Ownership Guidelines, effective January 18, 2017 (incorporated by reference to Exhibit 10.56 to the Registrant’s Annual Report on Form 10-K filed on March 1, 2017 (File No. 001-35883))

                                                                                                                                               |
| 10.63† |   | Amendment #1 to Offer Letter, dated February 1, 2017, between SeaWorld Entertainment, Inc. and Denise L. Godreau (incorporated by reference to Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K filed on March 1, 2017 (File No. 001-35883))

                                                                                                                 |
| 10.64† |   | Amended and Restated Key Employee Severance Plan, effective March 1, 2017 (incorporated by reference to Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K filed on March 1, 2017 (File No. 001-35883))

                                                                                                                                                        |
| 10.65† |   | Stockholders Agreement, dated as of March 24, 2017, by and among SeaWorld Entertainment, Inc., Sun Wise (UK) Co., Ltd. and, solely for purposes of Section 4.3 thereof, Zhonghong Zhuoye Group Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 24, 2017 (File No. 001-35883))

                         |

----

| 10.66        |   | Registration Rights Agreement, dated as of March 24, 2017, by and between SeaWorld Entertainment, Inc. and Sun Wise (UK) Co., Ltd. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 24, 2017 (File No. 001-35883))

                                                                                            |
|--------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.67† |   | Form of Restricted Stock Grant Notice and Restricted Stock Agreement (Employees―Annual Incentive Plan Award) (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-35883))

                                                                                            |
| 10.68† |   | Form of Restricted Stock Grant Notice and Restricted Stock Agreement (Senior Leadership Team―Time-Based Shares) (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-35883))

                                                                                         |
| 10.69† |   | Form of Restricted Stock Grant Notice and Restricted Stock Agreement (Senior Leadership Team―Performance-Based Shares) (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-35883))

                                                                                  |
| 10.70        |   | Cooperation Agreement, dated November 5, 2017, between Hill Path Capital LP and SeaWorld Entertainment, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 7, 2017 (File No. 001-35883))                                                                                                                       |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.71        |   | Undertaking Agreement, dated November 5, 2017, among Scott Ross, Hill Path Capital LP and SeaWorld Entertainment, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 7, 2017 (File No. 001-35883))                                                                                                             |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.72        |   | Side Letter, dated November 5, 2017, between SeaWorld Entertainment, Inc. and Hill Path Capital LP (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 7, 2017 (File No. 001-35883))                                                                                                                                 |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.73        |   | Park Exclusivity and Concept Design Agreement, dated as of March 24, 2017, between Sea Holdings I, LLC and Zhonghong Holding Co., Ltd. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed on March 24, 2017 (File No. 001-35883)) |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.74        |   | Center Concept and Preliminary Design Support Agreement, dated as of March 24, 2017 between Sea Holdings I, LLC and Zhonghong Holding Co., Ltd. (incorporated by reference to Exhibit 99.4 to the Registrant’s Current Report on Form 8-K filed on March 24, 2017 (File No. 001-35883))                                                                                      |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 21.1         |   | List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on February 26, 2016 (File No. 001-35883))                                                                                                                                                                                                              |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 23.1*        |   | Consent of Deloitte & Touche LLP                                                                                                                                                                                                                                                                                                                                               |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 31.1*        |   | Certification of Annual Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

                                                                                                                                                                                                                                                               |
| 31.2*        |   | Certification of Annual Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                      |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 31.3**       |   | Certification of Amendment No. 1 to Annual Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                   |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 31.4**       |   | Certification of Amendment No. 1 to Annual Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                   |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 32.1*        |   | Certification of Chief Executive Officer Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                    |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 32.2*        |   | Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                    |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 101.INS*     |   | XBRL Instance Document                                                                                                                                                                                                                                                                                                                                                             |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 101.SCH*     |   | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 101.CAL*     |   | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                                                                                                                              |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 101.DEF*     |   | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                                                                                                               |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 101.LAB*     |   | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                                                                                                                                    |
|         |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 101.PRE*     |   | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                                                                                                                             |

 

| † | Identifies exhibits that consist of a management contract or compensatory plan or arrangement. |
|---------|------------------------------------------------------------------------------------------------|

----

| * | Filed with the Form 10-K. |
|---|---------------------------|

| ** | Filed herewith. |
|----|-----------------|

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

SeaWorld Entertainment, Inc.

Date:  March 1, 2018

 

 

By:/s/ JOHN T. REILLY

Name:  John T. Reilly 

Title:  Interim Chief Executive Officer