SEC Form SC 13D/A filed by United Parks & Resorts Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 16)¹

United Parks & Resorts Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

81282V100

(CUSIP Number)

Scott Ross

hill path capital lp

150 East 58th Street, 33rd Floor

New York, New York 10155

(212) 632-5420

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 27, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 16 to the Schedule 13D filed by the undersigned (“Amendment No. 16”). This Amendment No. 16 amends the Schedule 13D as specifically set forth herein.

Item 1 is hereby amended and restated to read as follows:

This statement relates to the Common Stock, par value $0.01 per share (the “Shares”), of United Parks & Resorts Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 6240 Sea Harbor Drive, Orlando, Florida 32821.

Item 2(b) is hereby amended and restated to read as follows:

(b)       The address of the principal office of each of the Reporting Persons is 150 East 58th Street, 33rd Floor, New York, New York 10155.

Item 3 is hereby amended to add the following:

The 62,947 Shares beneficially owned directly by Mr. Ross were awarded to him in his capacity as a director of the Issuer.

The 31,375 Shares beneficially owned directly by Mr. Chambers were awarded to him in his capacity as a director of the Issuer.

Item 4 is hereby amended to add the following:

On February 27, 2024, Hill Path Capital LP (“Hill Path”) and the Issuer entered into the First Amendment to Stockholders Agreement (the “Amendment”), which amended the Stockholders Agreement, dated May 27, 2019 (the “Original Agreement” and, as amended by the Amendment, the “Agreement”) with the Issuer.

As set forth in the Amendment, the Board of Directors (the “Board”) of the Issuer has determined to authorize repurchases from time to time of up to $500 million of Shares or such lesser amount as to ensure that the beneficial ownership of the Reporting Persons and certain other affiliates (“Hill Path Affiliates”), in the aggregate, does not equal or exceed 50% (the “Repurchase Program”). The Board has also determined (i) to call a special meeting of the Issuer’s stockholders (the “Special Meeting”); (ii) to submit the Repurchase Program and the Amendment for approval by the holders of a majority of the outstanding Shares not held by the Hill Path Affiliates (and Nomura Global Financial Products Inc., as counterparty on certain derivatives) (such approval, the “Disinterested Stockholder Approval”); and (iii) to recommend that such stockholders vote in favor of the Disinterested Stockholder Approval.

The Amendment provides that its terms will only become effective if Disinterested Stockholder Approval is obtained for both the Amendment and the Repurchase Program and when Shares are first purchased under such program. If the Amendment or the Repurchase Program proposal is not approved by the Issuer’s stockholders, the Amendment, in accordance with its terms, will automatically terminate and have no effect.

Following its effectiveness, the Amendment will cease to have effect at any time if both the aggregate beneficial ownership and the aggregate economic ownership of the Hill Path Affiliates fall below their current levels. The Amendment will again become effective at any time thereafter if either the aggregate beneficial ownership or the aggregate economic ownership of the Hill Path Affiliates again equals or exceeds their current levels.

Pursuant to the Amendment, subject to certain conditions and exceptions, for most matters put to a stockholder vote (including director elections, acquisition transactions and other routine matters), the Hill Path Affiliates agree to vote all of their Shares in excess of 24.9% of the total outstanding Shares in the same proportion as the Shares owned by other stockholders are voted.

In addition, the Amendment provides that any acquisition of all or substantially all of the Issuer’s Shares not owned by Hill Path Affiliates, whether by merger, consolidation, tender offer or otherwise proposed by Hill Path or directors affiliated with Hill Path shall be subject to the approval of (i) a special committee of the Board comprised solely of directors who are not affiliated with Hill Path and are disinterested from Hill Path (such approval, the “Special Committee Approval”), and (ii) the holders of a majority of the outstanding Shares not held by the Hill Path Affiliates. The Amendment also provides that any material related party transaction with any Hill Path Affiliate will be subject to Special Committee Approval. The Amendment also provides that any future amendment to or waiver by the Issuer of the Amendment will require Special Committee Approval.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 63,944,033 Shares outstanding as of November 3, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.

Percentage: Approximately 9.2%

Percentage: Less than 1%

Percentage: Approximately 2.1%

Percentage: Approximately 9.6%

Percentage: Less than 1%

Percentage: Less than 1%

G.       HEP Fund

Percentage: Approximately 16.4%

H.       HM Fund

Percentage: Approximately 4.2%

Percentage: 0%

Percentage: 0%

Percentage: Approximately 11.6%

Percentage: Approximately 10.2%

Percentage: Less than 1%

Percentage: Approximately 16.4%

Percentage: Approximately 4.2%

Percentage: Approximately 42.5%

Percentage: Approximately 42.5%

Percentage: Approximately 42.5%

Percentage: Approximately 42.6%

Percentage: Less than 1%

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6 is hereby amended to add the following:

On February 27, 2024, Hill Path and the Issuer entered into the Amendment as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On December 31, 2022, Mr. Ross was granted 2,345 restricted stock units pursuant to the Issuer's 2017 Omnibus Incentive Plan (the “Incentive Plan”), which vested immediately. On March 31, 2023, Mr. Ross was granted 1,353 restricted stock units pursuant to the Incentive Plan, which vested immediately. On June 13, 2023, Mr. Ross was granted 2,951 restricted stock units pursuant to the Incentive Plan, which vest 100% on the day before the Issuer’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). On June 30, 2023, Mr. Ross was granted 1,430 restricted stock units pursuant to the Incentive Plan, which vested immediately. On September 30, 2023, Mr. Ross was granted (i) 1,891 restricted stock units pursuant to the Incentive Plan, which vested immediately, and (ii) 432 restricted stock units pursuant to the Incentive Plan, which vest 100% on the day before the 2024 Annual Meeting. On December 31, 2023, Mr. Ross was granted 1,902 restricted stock units pursuant to the Incentive Plan, which vested immediately.

On December 31, 2022, Mr. Chambers was granted 1,546 restricted stock units pursuant to the Incentive Plan, which vested immediately. On March 31, 2023, Mr. Chambers was granted 698 restricted stock units pursuant to the Incentive Plan, which vested immediately. On June 13, 2023, Mr. Chambers was granted 2,951 deferred stock units pursuant to the Incentive Plan, which vest 100% on the day before the 2024 Annual Meeting (the Shares subject to these units will be issued to Mr. Chambers three months after his “separation from service” as a director of the Issuer). On June 30, 2023, Mr. Chambers was granted 737 restricted stock units pursuant to the Incentive Plan, which vested immediately. On September 30, 2023, Mr. Chambers was granted (i) 1,054 restricted stock units pursuant to the Incentive Plan, which vested immediately, and (ii) 432 deferred stock units pursuant to the Incentive Plan, which vest 100% on the day before the 2024 Annual Meeting (the Shares subject to these units will be issued to Mr. Chambers three months after his “separation from service” as a director of the Issuer). On December 31, 2023, Mr. Chambers was granted 1,168 restricted stock units pursuant to the Incentive Plan, which vested immediately.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 29, 2024