Tag: SeaWorld

CHAPTER 1: Tools of the Trade -or- How Government Filings Can Offer Missing Pieces to a Puzzle

Some of my favorite tools when conducting research are documents filed with courts and with security regulators. It’s important to remember that when used alone, they do provide valuable information, but when used with other court and regulatory documents or with publicly available information, they can lead you in entirely new and unforeseen directions.

The Courts

Federal court document in the USA are accessible via PACER, which charges ten cents per page to access. However, some documents, including their attached exhibits, may involve hundreds of pages, and if you’re very invested in researching a case, as I often am, it may run you around $100 or more each month.

Municipal, state, and international courts often have their own systems for making documents available. Some are free, others require a payment. Some allow you to collect documents over the internet, while others require you to send a request and self-addressed return envelope by mail or to visit the courthouse in person. There are also a few courts, such as administrative law courts, where files are available only through Freedom of Information Act (FOIA) requests.

Securities Filings

Securities documents filed with the United States Security and Exchange Commission (SEC) are available free of charge through the EDGAR database. Other countries have their own regulatory agencies and databases for securities. As with court documents, the best information is often found in footnotes and attached exhibits.

The Possible Merger

For more than a year, I’ve heard from executives at both SeaWorld and Spanish-based park operator Parques Reunidos (operating in the United States and Australia as Palace Entertainment) that the two companies intend to merge and go private. Using securities filings from both the SEC and Spain’s Comisión Nacional de Mercado de Valores (CNMV), I’ll present some interesting findings that appear to support this claim.

I’ll start with two key personnel who have a deep understanding of acquisitions and mergers.

The incoming head of Human Resources

On July 24, 2019, SeaWorld announced that effective August 19, Sharon Nadeau will become the company’s Chief Human Resources Officer. (Form 8K, 7/24/19) According to the filing: “Ms. Nadeau 57, comes to SeaWorld Entertainment from Cerberus, Inc., where she was a Senior Advisor for Cerberus Capital Management, L.P and Cerberus Operations and Advisory Company since 2016.”

Cerberus Capital Management is an investment firm with assets in excess of $50 billion. It specializes in the purchase and mergers of distressed securities, which involves trading in companies close to or going through bankruptcy. Over the past decade, Cerberus’ involvement in the amusement industry has ranged from financing Apex Parks’ acquisition of fifteen properties from Palace Entertainment (Apex was co-founded by the late Al Weber, legendary former CEO of Paramount Parks and Six Flags) and a long-term ownership stake in Japan’s Seibu Holdings, whose properties include Yokohama Hakkeijima Sea Paradise. Rather than describe the park, I’ll just let the following collage from the park’s website speak for itself:

While the fact that Ms. Nadeau comes from a company involved in mergers and acquisitions is an important factor in this discussion, I’ll admit that I may be stretching my argument with regards to Apex and Seibu, although such evidence does show Ms. Nadeau departing a company involved in the acquisition and sales of amusement facilities and the financing of others to do so. It’s not a stretch to believe that Ms. Nadeau was hired by SeaWorld based on her expertise in human resources needs during such procedures.

The Game Master

Then there’s Walter Bogumil, who joined the company in June 2018 in the newly formed position of Chief Strategy Officer. Mr. Bogumil’s bio reads as follows: “Mr. Bogumil most recently served as Affinity Gaming’s Interim Chief Executive Officer. Before being appointed to that role in April 2018, he was Affinity’s Chief Financial Officer and Treasurer beginning in March 2015. Previously, he was Vice President, Financial Analysis, at Penn National Gaming from April 2002 to March 2015.  He has also held previous roles in the theme park and resort industries.” (Form 8K, exhibit 99.1, 6/6/18)

It’s not uncommon to hire executive management from outside industries as it tends to bring in new perspectives, and when I checked with a number of colleagues in the Vegas casino industry, Mr. Bogumil turned out to be very highly regarded. However, there is an important part of Mr. Bogumil’s career that was not disclosed in any of SeaWorld’s SEC filings, websites, or publicity materials.

In 2017, Bogumil, as Chief Financial Officer and Treasurer of Affinity Gaming, played a pivotal role in his company’s $580 million acquisition by Z Capital Partners (who also own Chevy’s Mexican restaurants). In his capacity as CFO, Bogumil’s signature appears on the SEC documentation (Form 8K, 2/1/17).

Not Directly

Now, I want to shift gears and look at the current relationship between SeaWorld and Parques Reunidos.

During SeaWorld’s recent Annual Shareholders Meeting, the question was raised if Parques Reunidos is considered competition. SeaWorld CEO Gus Antorcha responded: “I don’t think we consider Parques Reunidos a direct competitor, although they are in our industry.”

Since going public in 2013, SeaWorld has listed its core competitors as “Walt Disney Parks and Resorts, Universal Studios, Six Flags, Inc., Cedar Fair Entertainment Company, Merlin Entertainments Group Ltd. [and] Herschend Family Entertainment.” (Form 10Q, Exhibit 10.7, 5/9/18). On occasion, Hershey Entertainment & Resorts has been included on the list. But never, except for one place, has Parques Reunidos been mentioned as a core competitor.

The decision to include Herschend and not Parques Reuindos is an odd one. Herschend’s properties tend not to be in the same markets as SeaWorld’s. In fact, the only two properties that might be considered competitive in the same market are Wild Adventures in Valdosta, Georgia, which is pretty much a scaled-down version of Busch Gardens Tampa Bay, and an aquarium in Camden, Pennsylvania, a short drive from Sesame Place.

On the other hand, Parques Reunidos owns Dutch Wonderland, a historic family amusement park ninety minutes from Sesame Place. Soon to open at Dutch Wonderland is a new hotel themed to Cartoon Network properties.

In Abu Dhabi sits Yas Island, a resort featuring Ferrari and Warner Bros. branded theme parks and one of the world’s highest rated waterparks. All of these properties are managed by a Farah Experiences, a subsidiary of Yas Island’s developer, Miral Asset Management. Currently under construction, SeaWorld Abu Dhabi, a fourth park developed by Miral, is scheduled to open on Yas Island in 2022. Unlike the other Yas Island parks, SeaWorld Abu Dhabi will by operated directly by SeaWorld Entertainment.

Forty miles to south lies Yas Island’s biggest competitor, Dubai Parks and Resorts. Of the four parks there (The LEGOLAND theme park and waterpark are managed by Merlin Entertainments), two film-themed parks, MOTIONGATE Dubai and Bollywood Parks Dubai, are managed under contract by Parques Reunidos. As is Dubai Safari, the recently opened state-of-the-art zoo located seventy miles from Yas Island.

Gus Can’t Go to the Park

As mentioned above, there is one place in all the SEC filings where Parques Reunidos is specifically listed as a competitor – in CEO Antorcha’s own employment agreement (Form 8K, Exhibit 10.1, 2/5/19). This inclusion of Parques Reunidos into the Non-Competition Clause does not appear in the employment agreement with prior CEO Joel Manby.

It provides yet another clue as to the validity of the merger rumor. It’s common practice for companies to be included in non-compete clauses during periods of merger negotiations in an effort to ensure that management does not pass on vital information from one company to the other.

The Hill Path Clause

On the board level, it’s a different game.

When James Chambers was nominated as a second Hill Path board member at SeaWorld, he presented a letter that stated, in part: “….the Company agrees that we may communicate such information (including Confidential Information) to Hill Path and its partners, officers, directors and employees (“Hill Path Related Persons”), and to Hill Path’s outside legal, tax, insurance and accounting advisors (together with Hill Path Related Persons, each a “Hill Path Associate” and collectively, the “Hill Path Associates”)….” (Form 8K, Exhibit 10.4, 5/28/19).

When Richard Golding was appointed Chairman of Parques Reunidos in July, 2018, his bio read: “Mr Golding served as member of the Board of Directors and Executive Chairman of the Company from 2003 through February 2014, when he left the Company. The Board of Directors believes that Mr Golding’s extensive experience in the leisure park industry and his strong track record as Marketing Manager at Cadbury Schweppes, Chairman, member of the Board of Directors and Regional Chief Executive Officer at RJR Nabisco, and as former CEO of Parques Reunidos, make him the ideal person to hold the positions of director and Chairman for Parques Reunidos. Mr Golding is also currently First Vice Chairman of Distribuidora International de Alimentación, S.A. (DIA), and acts as an advisor at Advent International.” (CNMV, Composition of the Board of Directors, 7/17/18)

Shortly after Golding’s return to Parques Reunidos, his online bio on the company’s website had an additional position listed: “Operating Partner of Hill Path Capital”.

So here’s Hill Path Capital, controlling more than 1/3 of SeaWorld stock with its partners now serving as Chairmen of two different major theme park companies, both listed in the TEA/AECOM theme index as among the top 10 most attended chains in the world.

As long as SeaWorld is not in competition with Parques Reunidos, Hill Path’s representatives on the SeaWorld board can share information with Golding as a partner. I’m assuming that’s as long as Golding doesn’t share it with anyone outside of Hill Path.

But who’s keeping tabs?

Where to now?

My updated prediction on the merger:

  • Piolin, the partnership attempting to take Parques Reunidos public, has announced the acceptance period for stock purchase will run through Sept. 6, 2019. Piolin now has approval from all regulatory agencies on an international basis for the buyout.
  • The merger between Parques Reunidos and SeaWorld will likely take place between September and December 2019 to ensure that it’s complete before end of the fiscal year for both companies. Hill Path will end up owning around 15% of the combined company.
  • A new park licensing agreement for Chinese territories will likely be announced by March.

Death Knell for Zhonghong


As I write this, I’m awaiting word from the Chinese authorities on whether or not Zhonghong Holdings will be the first company to be delisted from a Chinese exchange for trading under 1 yuan for over a month. At today’s exchange rate, 1 yuan is aproximately 14 US cents. Zhonghong Holdings holds the exclusive license to develop SeaWorld branded parks and entertainment centers in China, Macao, Hong Kong, and Taiwan,

Meanwhile, a development just as big is taking place. China Securities Journal reports that Zhonghong Holdings’ 33 billion yuan of unpaid loans are being auctioned off. At today’s exchange rate, that’s US$4,762,890,000. According to the report, buyers are less interested in taking on the debt, so much as there are in acquiring the collateral – the Zhonghong Building in Beijing.


Now the SeaWorld shares owned by Zhonghong Zhuoye are safe from what’s happening to Zhonghong Holdings – kind of. And I’ll get to that in moment.

First though, some quick background. As I’ve mentioned before, Zhonghong Zhuoye and Zhonghong Holdings are two different companies. Zhonghong Holdings is a publicly traded real estate development company. Zhonghong Zhuoye is the private investment company that owns a sizable stake each of  Zhonghong Holdings and SeaWorld Entertainment. So technically, they’re different companies and this is where things get tricky.

When looking at Zhonghong Holdings’ attempts at expansion, one thing becomes evident: it wanted to be like its competitor, Fosun.

Fosun co-founded and funded the film and television company Studio 8, after which Zhonghong Holdings entered into a partnership to try and acquire DreamWorks Animation.

Fosun partnered with Fortress Investment Group to develop senior housing in China. Then Zhonghong attempted to purchase Brookdale Senior Living in the US. It could not secure the financing and ended the attempt. After which, Fosun invested in Brookdale.

Fosun bought Club Med, Zhonghong followed by buying luxury travel company Abercrombie and Kent.

Most importantly, a year before Fosun opened its Atlantis Sanya resort in Hainan, a co-venture with Kerzner International, Zhonghong Zhuoye paid 33% above market to purchase Blackstone’s remaining shares in SeaWorld. As part of the deal, Zhonghong Holdings got the license rights for China.

Now there is a victim in all this – and that’s SeaWorld Entertainment. The company had nothing to do with the Zhonghong Holdings situation. It didn’t determine who bought the stock – that was Blackstone. And as for the rather lucrative shareholder and licensing agreements that were signed – David D’Alessandro was the Chairman of the Board at the time the agreements were formulated, and he was a Blackstone appointee. In fact, he had been appointed Chairman of SeaWorld’s Board in 2010, when the company was 100% owned by Blackstone. If you consider Blackstone and Zhonghong to be a rock and a hard place, then SeaWorld was indeed between a rock and hard place.

By all indications, Zhonghong Zhuoye’s not doing so good either. A good portion of its assets are tied up in Zhonghong Holdings and were frozen by the courts. A year ago, the auction house Christie’s sued Zhonghong Zhuoye’s owner Wang Yonghong for HK$120 million (US$15,357,600 based on the exchange rate of Sept 25, 2017) for the amount due on a Chinese vase won at auction.

With Zhonghong Holdings not being in a position to build SeaWorld parks, those contracts will likely be dissolved. And without the contracts in China, Wang most likely will want to increase his equity, and that’s done through the sale of his shares in SeaWorld.

But wait! There’s more!

Because Zhonghong’s tale is the gift that keeps on giving.

To finance the purchase of that 21% of SeaWorld stock, Zhonghong took out two external loans.

The first wasn’t technically a loan. Zhonghong Zhuoye issued 10,000,000 Class B preferred shares of Sun Wise UK to China Huarong Investment for $100,000,000. Sun Wise is the dummy company Zhonghong Zhuoye created to purchase the SeaWorld stock.

So why does China Huarong matter?

Meet Lai Xiaomin.


He was arrested yesterday after a lengthy investigation by Chinese authorities. Charges include bribery and his firm dolling out billions of dollars in loans to companies they allegedly knew were unable to repay. His corruption trial is expected to be the biggest yet in modern Chinese history.

Lai Xiaomin was the Chairman of China Huarong at the time the SeaWorld shares were purchased.

And continuing….

PAG (formerly Pacific Alliance Group) loaned an additional $150,000,000 for the purchase. I highly suspect that Zhonghong Zhuoye, if it has not yet, will default on a loan payment to PAG. Around the middle of August, colleagues of mine in China began telling me to look for something happening between Zhonghong  and PAG (though they weren’t sure if it was Zhonghong Holdings, which has had business dealings in the past with PAG, or Zhonghong Zhouye). About the same time, a mysterious page appeared on the SeaWorld Entertainment website, only to be taken down the same day:


A few days ago, I posted on the ThemedReality Facebook page that I had been informed by reliable sources that Six Flags was in talks to purchase all or part of SeaWorld Entertainment (click on the Disclaimer tab above for my policy on anonymous sources. A similar disclaimer appears on the Facebook page). The one line post was picked up by national news (I guess the elections and Jeff Sessions resigning weren’t important enough) and there were quite a few naysayers, which I’m comfortable with, since I advocate free speech.

Now, I have no reason to doubt my sources. At the same time, I understand the reasoning behind those that do doubt the statement.

If you look at the statement of Six Flags and SeaWorld strictly as a domestic transaction, it makes little sense.

But it does make sense if it’s part of a global strategy.

Teir 1 parks are a growth market in China. The biggest submarket of those are marine life parks – places like Atlantis Sanya, Chimelong Zhuhai, and Shanghai Haichang Ocean Park, which is opening next week.

In Hainan alone, which is now a visa free tourist zone for visitors from more than 50 countries,  we can expect eight to ten large scale aquariums and marine life parks within the next decade on an island the size of the US state of Maryland.

The 2017 AECOM/TEA Theme Index gives us an idea of how many people visited the two flagship SeaWorld parks last year: 3,962,000 in Orlando and 3,100,000 in San Diego. During the same period, 5 million people visited Hong Kong’s Ocean Park, while 9,780,000 visited Chimelong Ocean Kingdom in Zhuhai, up 15.5% from the year before.

Without a doubt, the world’s most well known marine life park brand is SeaWorld. Whoever has control of the SeaWorld brand in China stands to make significantly more than they would off the SeaWorld branded parks in the states. Owning a significant amount of shares in SeaWorld makes it easier to secure those licensing rights.

Six Flags talking with SeaWorld? It’s about much more than Six Flags Tampa Bay.


A later than promised late February 2019 edition of The Other Side of the News wherein we learn who SeaWorld’s tagged as its next whistleblower, the relationship between China, Six Flags, and Tacos, and what happens to sky rides when God blows his (or her) nose


This is gonna be a weird ride. Alcohol or a purring cat might help get you through.



One day in my youth, I was at Disneyland, strolling through Old Fantasyland, when I was shoved to the side by cast members as the Anaheim Fire Department’s ladder truck made its way to the center of the pathway to rescue riders stuck on the Skyway. They had already been dangling there for two hours and this was the only way to get them down. The truck would make its way up and down the line in Fantasyland and Tomorowland over the next few hours in order to retrieve every single passenger from every single bucket.


On the evening of President’s Day 2019, the Bayside Skyride (originally called the Atlantis Skyride as it conveyed diners across the water from the park to the Atlantis fine dining room to enjoy fine dining meals of whale blubber and shark eggs) at SeaWorld San Diego was hit by a gust of wind estimated at around 50 mph and shut down. 16 riders, including children were suspended for hours in the chilly night air. What made this different from the old days of the Disneyland Skyway was the fact that a ladder truck couldn’t just drive underneath each bucket – at SeaWorld, almost all the riders were stuck over water.


So what happens if there’s a breakdown with the most high profile gondola system of our time – the Disney Skyliner, opening soon at Walt Disney World? Well, according my intel, the gondola system is actually a series of different cables, creating four or five different lines. It all depends on the number of drive wheels installed. So, if my calculations are correct, EPCOT to Riviera Resort is either one or two distinct lines, depending on whether or not the cables terminate at the 45+ degree turn located near the Boardwalk Resort. Other individual lines are Riviera to Caribbean, Art of Disney to Caribbean, and Caribbean to Hollywood Studios.  And if I’m wrong, they weren’t thinking about this issue.

Why is this important? Because the fewer cables there are, even in a straight run, the fewer people might get stuck during a breakdown. – one short stretch might stop while the connecting one is turned into a loop so that those riders can just be pulled into the closest station.

And a breakdown will happen. The Oakland Zoo uses an almost identical gondola system from Doppelmayr/Garaventa to transport guests up a hill to its new California Trail area. The day after the exhibit’s grand opening, the gondola system suffered a “digital glitch” and stopped operating for half an hour, stranding about 80 passengers in the air and another 100 at the top of the hill, waiting for a way down.


Those stuck in the gondolas had something nice that, from the artwork I’ve seen, Disney’s passengers won’t.  On the interior side of the gondola is a large grate open to the elements, through which cool San Francisco Bay breezes can come through. Without air conditioning, and with the likelihood that there’s no such large vent, we’ll eventually be seeing some interesting interviews on the news with riders who were stuck on the Skyliner in the sweltering heat and humidity of a Central Florida summer.



The over-borrowing, low return on investment, and huge debt pileup of Chinese real estate developers like Dalian-Wanda Group and Zhonghong Holdings have placed new worries and restrictions on the Chinese real estate market. To open parks in China, Comcast and Disney partnered with government owned companies, who are the majority owners of the Universal Beijing and Shanghai Disney resorts, respectively,. Six Flags took another route, by licensing to and advising its Chinese partner, which has led to substantial delays on its Chinese parks.

Jim Reid-Anderson, CEO and Chair, Six Flags Entertainment Corporation:

Our international agreements continue to be a significant contributor to revenue growth as revenue approached $42 million in 2018. It would have been approximately $15 million higher if not for a fourth quarter adjustment to reflect delays in some of the China Parks opening schedules caused by recent macroeconomic events that many companies are experiencing and from which our partner is not immune. The delays result from three main areas.

First, the economy in China is experiencing a general malaise due to global trade tensions and the lowest pace of GDP growth in almost 30 years. Second, new policies and regulations have reduced the volume of real estate transaction, our partner’s primary business and made it more difficult for private companies to obtain loans. Third, recent turnover of government officials in Chongqing and Nanjing has caused development plans to be temporarily paused until the plan can be reviewed and re-approved by new leadership.

“…recent turnover of government officials in Chongqing and Nanjing has caused development plans to be temporarily paused until the plan can be reviewed and re-approved by new leadership.”



We have one political party.

The Republican Party.

There are few elections.

If you vote, it’s because your’e a party member in good standing.

Your mayor is chosen for you.

Your city council members are chosen for you.

Your county board of supervisors, state assembly members, Congressmen, Senators – all are chosen for you.

As long as their actions don’t upset their superiors or violate America’s strong anti-corruption laws, these lawmakers are given broad range to make their decisions.

Your President is Donald Trump.  He was chosen for you too. Then he was given a lifetime appointment.

There is no Facebook. No twitter. No Instagram. Well, they exist, but they’re blocked. And if you can access them, and are caught using them, you face arrest.

Instead, you use social media designed with the government’s input and fully monitored by the government – Trumpbook, Tiffer, Ivankagram.

You have freedoms. But those freedoms come with a price.

If you’re caught littering, you lose your privilege to travel.

If you protest something, you’re sent to a “re-education center.”



For over two years, Six Flags has been in talks to purchase Fun Spot Orlando.

Last month, during a Visit Florida reception in Tallahassee, Six Flags CEO and President Jim Reid-Anderson approached Florida Governor Ron DeSantis to discuss the permitting process.

DeSantis noticed that Reid-Anderson was holding a plate of fish tacos, which disgusted him as he neither cares for wildlife nor Mexicans. He immediately stopped progress on the Six Flags Orlando project, because he felt disgusted, and because he could.

And because….



Are your kids running around like banshees while all your attention is spent trying to understand this blog? Send them over to the ThemedReality Facebook Page, where they can play our newest exciting game – “Find the Dolphins!”




IMAX Corporation has shut down all its virtual reality gaming centers at a substantial loss – they were opened with a $50 million VR fund established by the company. But that’s technically not the end of IMAX VR centers. Just one day after the company filed with the SEC that it would be shutting down the IMAX owned enterprise, Dreamscape Immersive opened its first high-end VR center in Los Angeles. Among Dreamscape’s investors are AMC Theaters, Fox, Warner Bros, Viacom (parent company of Paramount), MGM, Westfield Malls, Steven Spielberg, film composer Hans Zimmer, and that $50 million IMAX VR fund. It’s a lot safer for a company to be just an investor than a financier-owner-operator in such a volatile new industry.


According to Richard Zimmermann, President and CEO of Cedar Fair, the company’s current collection of thrill rides is strong enough that the company can “space out our larger investments in new rides and attractions over a longer period of time, while our near-term investments will increasingly focus on interactive and immersive family attractions, special events, concerts and outdoor gathering spaces.”

Over in the twittersphere and in a number of of groups, hard core theme park fans are a bit perplexed at this strategy. But, as I reported on this blog in 2017, it’s something that’s been in the works for a number of years, driven by Season Pass sales (see my article here on festivals and events and how they’re used to market season passes).

One interesting part of Cedar Fair’s strategy is utilizing rides and attractions as part of a placemaking process tying together a central theme. The company is doing this a number of ways, concentrating on the historic themes of its parks or their locations.


At Knott’s Berry Farm, Bigfoot Rapids is being rethemed as Calico River Rapids, tying it through scenic elements and a new storyline with the historic Calico Ghost Town area. Through new animatronics from Garner Holt, it will now become a third story-driven “dark ride” attraction in the land, joining the mine train and the log ride. At Cedar Point, an area that once housed dinosaurs will become a new Western-ish town with an interactive adventure that carries its changing storyline throughout the season and the years – this is version 2.0 of Knott’s Ghost Town Alive.


Even new coasters are playing a central role in the creation of new thematic environments. At Canada’s Wonderland and Carowinds, they will be the centerpiece of new lands themed to the Yukon and Blue Ridge Mountains, respectively. Each of those lands presents new themed retail and dining opportunities, along with new opportunities for themed festivals and events, which, again, helps sell season passes.




SeaWorld Entertainment has a new CEO, Gus Antorcha, the former COO of Carnival Cruise Lines. The ThemedReality unpaid interns were sitting around recently eating pizza and playing LEGO Harry Potter, so I decided to turn off the TV and put them to use doing something productive – comparing the employment contracts of Antorcha and the prior permanent CEO, Joel Manby. The contracts are publicly available on the US Securities and Exchange Commission website, included with the company’s financial filings. Although the salary and bonus structure is different for each CEO, we won’t be discussing that here, because we found a few more interesting things that piqued our curiosity.

We’ll start with the non-competition clause, which states that the CEO cannot conduct business of any kind with a direct SeaWorld competitor either while employed or within a number of years of leaving the company.

For Manby, that meant conducting business of any kind that could benefit a SeaWorld competitor within 100 miles of a SeaWorld park. For Antocha, that restricted area has increased to 300 miles.

There is also a list of core competitors that the CEO is forbidden to do business with during this period – Disney, Universal, Six Flags, Merlin, and Herschend. A new company has been added to the list for Antorcha – Parques Reundios. We’ll see how that fits in with our ThemedReality prediction from last year that SeaWorld and Parques may be looking to merge.

Most interesting is a new provision in the contract which did not exist for Manby. I couldn’t tell you if this was included by SeaWorld’s lawyers or if it was done at the insistence of Antorcha’s, but it is a clear response to the recent SEC and Department of Justice investigations:

Nothing in this Agreement shall prohibit or impede Executive from communicating, cooperating, or filing a complaint with any U.S. federal, state, or local governmental or law enforcement branch, agency, or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state, or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law.  Executive understands and acknowledges that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  Executive understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.  Moreover, Executive is not required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure.  Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any information covered by attorney-client privilege or attorney work product of any member of the Company Group without prior written consent of Company’s General Counsel or other officer designated by the Company.




Oh boy, we’ve run out of time. But did you know there’s plenty of additional material on the ThemedReality Facebook Page and exclusive content and early access for ThemedReality Facebook Group members? Posting in the group on February 23 is a bonus The Other Side of the News piece on a Chinese government theme park being built at a Trump resort. Membership is free. Click on the group tab on the Facebook Page and just ask to join.

ThemedReality’s top three predictions for 2019

Ducati World, opening 2019 at Mirabilandia, a flagship Parques Reunidos theme park resort in Ravenna, Italy

These predictions are different than the ones posted on the ThemedReality Facebook page, though some of them do tie together. It’s important to keep in mind that although I have my reasons for believing these predictions may likely happen, they are only speculation on my part. If you share any of this info as fact before it becomes fact, that’s all on you. Don’t forget to click the disclaimer tab at the top of the page.

I’ll be traveling internationally for the first couple weeks of 2019 and although I will be conducting work for my clients during this period, I’ll also be giving ThemedReality a break. This means if you email or direct message me any questions or place questions for me in the comments section of Facebook or in a tweet, don’t expect a response until later in January.

That said, it’s time to open the floodgates and let the predictioning commence.


Disney, Fox and Genting will come to an out of court settlement on Fox World Malaysia. Disney will take ownership of the park, paying Genting a leasing fee on the property. The park will be redesigned by Walt Disney Imagineering to meet Disney standards and will either see a transitional phase to the new look after opening (akin to California Adventure) or Disney will delay opening until new theming is in place. Genting’s Theme Park Hotel will be given a Fox overlay.

2. هاري بوتر

Universal will announce a resort for the UAE. While it will not have any DreamWorks characters due to an existing licensing agreement for the market, it will feature plenty of Minions and the world’s fourth Wizarding World of Harry Potter, first in the Middle East and closest to Europe.


Parques Reunidos and SeaWorld Entertainment will merge and be taken private. SeaWorld’s interim CEO John Reilly will be named CEO of the combined company. Don’t think of Zhonghong as being involved – both Zhonghong Zhuoye, which owns 21% of SeaWorld stock and Zhonghong Holdings, which had the exclusive license to build SeaWorld branded parks in Chinese territories, are pretty much out of the picture. With Zhonghong Holdings’ shares now delisted, it appears that Zhonghong Zhouye can use some of those assets to pay off its debt for the SeaWorld stock. It appears the merger is being orchestrated by Hill Path Capital, which owns just over 15% of SeaWorld Entertainment with Hill Path partners on both companies’ boards. In conjunction with the merger, the companies, either independently or as a merged entity, will purchase Argentina’s Mundo Marino (which, ironically, translates into English as Sea World), obtain the management contract for the Schlitterbahn chain of waterparks, and sell SeaWorld’s Texas properties to Six Flags.


While there’s enough evidence to make me believe these three predictions could take place, I cannot guarantee they will. Markets change, politics change, corporate management changes, plans change. Nothing is set in stone.

Eleven months before the launch of the final Apollo mission, in a January 1972 interview on DC area radio station WMAL, the great Werner von Braun made a profound statement: “I’m convinced that before the year 2000 is over, the first child will have been born on the moon.”

The Other Side of the News: A very Asia-centric end of November 2018 edition

Fox World Malaysia. Photo credit: Danny Yap

This just in from Asia….

Back in December last year I wrote about the Disney acquisition of FOX:

One of the biggest unknowns surrounds the Fox World theme park currently being built at Resorts World Genting in Malaysia. Construction is well underway, but would Disney allow a Fox-only theme park operated by a company that operates a Universal Studios-licensed park in nearby Singapore to exist? I expect that over the next six months, we’ll find out the fate of the Malaysia park – if it will continue as is under its current contract, or if Disney will sink its participation in the project faster than the Titanic attraction going into it, causing Genting to seek out another (or multiple other) studio(s) to partner with.

Well, it took a little longer than that as today Genting filed a lawsuit against Fox and Disney for many alleged acts of evil deedery. Click here to read the initial filing. I’ll share more about the case as the courts make more available.

Meanwhile, in Asia….

Wang Yonghong’s photo in the China Rich List 2015. Credit: Forbes (he was worth $850 million at the time)

It appears that Wang Yonghong remains in self-imposed exile in Hong Kong. He’s the owner of Zhonghong Zhuoye Group, the majority shareholder of Zhonghong Holdings, in case you didn’t know. I’d say he’s also the majority shareholder of SeaWorld Entertainment, but things are afoot behind the scenes that I’m not yet ready to discuss. Statewide, while Yoshi Maruyama retains the position of Chairman of the Board at SeaWorld Entertainment, it appears that he is no longer doing so as President of Zhonghong Americas LLC.

As for Zhonghong Holdings, the stock delisting process started on Friday, November 16 and will be completed on the final trading day of the year, December 28. A government mandated meeting with creditors that had been scheduled for November 16 has been postponed indefinitely due to Zhonghong just not having the documentation and analysis ready to deal with the hundreds of parties that filed against the company as creditors.

And now, a short break for a behind-the-scenes look at how rumors become news.

The internet is full of passionate people. When that passion conflicts with statements on the internet, the outcome resembles a rabid raccoon stuck upside down in a trashcan full of cocaine. Although I know a Loro Parque staffer I was speaking with was joking about the name, I figured what the hell, and posted this photo on Facebook with the caption, “Newly released photo of Baby Ingrid at Loro Parque.” 43,000 views and 28 followers banned.                                                                                                                                                                                                                                 Welcome to the funhouse known as ThemedReality.

Two executives within a company involved in the proceedings told me that Six Flags was in talks to purchase all or or part of SeaWorld Entertainment. I was given permission by these individuals to post this information on grounds of anonymity. I was given additional information confidentially by these sources, but I adhere very closely to my six rules, so don’t expect those juicy tidbits to be shared until they’re public record.

The first thing I did after speaking with these executives was to attempt to contact the corporate PR directors at both chains for comment. I didn’t receive a response from either and made the decision to post the statement on the Facebook page and monitor feedback.

Now, if you look at the disclaimers that appear on both this blog and its accompanying Facebook page (in the Our Story window), you’ll see that:


Within an hour after posting, a follower of ThemedReality who happens to be a self-proclaimed expert on orca captivity, and who operates a website with the domain www.fromthedolphinspointofview.com, decided to tip off a reporter with the Orlando Sentinel. Although the reporter appears to have looked at the Facebook page, she never contacted me (though I must credit her for attempting to contact the theme park operators). Neither did individuals reporting on my post for the Orlando Business Journal and Orlando Weekly. In journalism, contacting a source before running a story is called due diligence and it’s part of the vetting process.

Yet, although this practice may not be the norm in Orlando, once the Sentinel article had hit the newswires and become international news, I was contacted by a number of major publications from the US, Canada, and the UK (it’s not that hard to contact me, even if it’s through a Facebook or twitter instant message). I explained to these reporters how this was a non-news story, that it should be considered nothing more than rumor, and a statement too broad and ambiguous to accurately interpret. They all agreed and it did not run in those publications.

One of the more interesting comments I found on a discussion thread accused me of panicking when I wrote two additional Facebook posts – one breaking down and analyzing the statement and the other disclosing that I do not own stock in either company – a preemptive move as the non-news mainstream media spread rumor had now bumped up share value at both companies. While this individual may call it panic, I call it being responsible. But I’m thankful for the hyperlinks in his comment to my posts. I learned a long time ago that the more people you piss off or get to ridicule you, the more likely it is that someone opposed to your stance will link to your post. And more links = more hits. It doesn’t really help me out financially. I’m not making $58,200** doing this. I’m not running ads on the blog (if you see ads, the money goes to WordPress), and I’m not in it for the notoriety. After all, this blog and its Facebook page are nothing more than my personal opinion and observations (it’s in the disclaimer), which is why, for the life of me, I have no idea why this small little blog nobody’s ever heard of recorded 72,000 hits in the first ten months of the year. Someone must be reading.

So now, this thing’s gone national. There’s analysis on message boards, videos are being made, and even the Motley Fool’s weighing in. What I found most interesting in following this is how many people took the statement verbatim. Everything I read was off the mark – with the exception of analysis by the website Behind the Thrills, where I’m an occasional contributor. The site’s owners were kind enough to not only contact me, but to enter into lengthy discussions about what I could share with them. But as strange as this might sound, the bloggers that took their information from or plagiarized Behind the Thrills still got their facts very wrong.

So how can this be?

Without breaking confidentiality, I can share one of the techniques I use when researching a personal blog post or a professional article that I’m writing for the day job. Often, it’s a matter of reading between the lines, looking at how words are grouped, and finding the message that isn’t on the surface.

In the Facebook post, I wrote:

Reliable sources inform me that Six Flags Entertainment Corporation is in talks to purchase all or part of SeaWorld Entertainment. More as details become available.

I never mentioned who Six Flags was in talks with.

Now, in all fairness, if Six Flags, SeaWorld, or another company involved contacts me and states on the record that talks never took place, I will gladly post a correction. But three weeks after the initial posting, that has yet to happen.

Finally, in Asia…..

Osaka has been named the host city of the 2025 World Expo. Congratulations!

The blog Disney and more writes that this is huge news for Universal Studios Japan, located in Osaka, and very bad news for Tokyo Disneyland. I couldn’t disagree more, and here’s why.

The error lies in a gross misunderstanding of the business of world’s fairs and their impacts on local tourism economies. Whereas Olympic Games welcome the majority of their visitors from foreign territories, World Expos invite local populations to see the best that other countries have to offer.

For the 2025 Expo, organizers anticipate just over 28 million visitors – 3.5 million from foreign territories and 24.7 million from Japan. Japanese are very loyal to the Tokyo Disney Resort and it’s highly unlikely that a visit to Osaka would result in not visiting Disney, rather that Disney would be scheduled for a different trip. Many of these local visitors will be visiting the Expo on a day trip basis (Osaka is only 3 1/2 hours from Tokyo via bullet train), and therefore will probably hit Expo but leave Universal for another holiday.

As for foreign visitors, based on travel patterns from past world expos (and most of the foreign visitors to Osaka are anticipated to be from the Asia-Pacific region), they are expected to make multi-day, multi-city trips involving the Expo along other cities and attractions across the country, including Disney.

Another important factor is the kind of visitor to World Expos, which tend to be multi-generational families, and both Disney and Universal have figured out how to cater to that demographic. So, based on visitor composition, it could go either way based on preference – and the same problem exists in Japan as in the Southern California and Orlando market for families with limited time – Mickey Mouse and Wreck-it Ralph or Harry Potter and Nintendo?

**$58,200 is how much the US government paid an orca expert for a few months of research that was ultimately canceled. I’ll explain how and why in a future post.

Chinese authorities begin delisting process of China’s SeaWorld licensee; Chairman and President resign


BREAKING (10/19/2018): Today, trading of Zhonghong Holdings has been suspended by the Shenzhen Stock Exchange. The Exchange has begun the process of delisting the stock, which it must finalize within 15 days. Once completed, Zhonghong Holdings will become the first company to be delisted on a Chinese exchange. As of close yesterday, its stock was valued at CN¥0.74 or US$0.10 per share.

Zhonghong Holdings holds the exclusive license to SeaWorld branded parks in Mainland China, Hong Kong, Macau, and Taiwan. Its largest shareholder is Zhonghong Zhouye Group, the privately held investment firm owned by Wang Jihong, which purchased Blackstone’s 21% stake in SeaWorld Entertainment.

On Tuesday, Wang tendered his resignation as Chairman and Director of Zhonghong Holdings, as did Zhang Jiwei, the company’s President.

At this time, there has been no reportable direct impact on SeaWorld Entertainment’s ownership or board composition as a result of these changes. Updates will be posted on the ThemedReality Blog and ThemedReality Facebook page (Facebook.com/themedreality) as this story progresses.

Instagram John and the Twitter of Doom


A warning for fans of John Hargrove: This is not a touchy, feely appreciation of Mr. Hargrove. It examines statements made by the animal rights activist counter to his claimed cause. All of his statements come directly from his social media accounts.

A warning for SeaWorld and marine life supporters: This post will paint individuals you are opposed to in a positive light. This is not an endorsement, but rather a matter of fact – leading animal activists are often among the first to be contacted by government agencies to assist with rescues.

A note about racism: Two paragraphs down, I will be quoting Hitler’s Minister of Propaganda. This is not an endorsement of the ideology in any way. My grandparents’ cousins, uncles, and aunts were all killed during the Holocaust and I do not take racism of any kind lightly. The quote is being used because it perfectly exemplifies a concern of mine not related to the actions of the Nazi party. In this post, I will not be addressing claims of racism with regards to Mr. Hargrove. The introduction of the video wherein Mr. Hargrove uses a racist term was an act of deflection by SeaWorld from the publication of his book, rather than an act of defense against its contents. I have addressed this matter elsewhere on this blog and do not feel it pertinent to the immediate matters at hand and, thus, will not be revisiting it.

A note on orca sanctuaries: In December 2017, I wrote a blog post on why building a whale sanctuary in the Pacific Northwest was a bad idea. A number of people, including some key members of the Whale Sanctuary Project’s board, construed this to be a statement against the construction of a whale sanctuary altogether. That was never the intent, nor ever mentioned in the piece, which I continue to stand by, especially after the incident involving a fuel barge this past July in West Vancouver.

Since I get asked by some, while others just assume, here’s my personal stance on sanctuaries: I am strongly supportive of any facility that provides superior care and space for any animal. Where I become critical is when political agendas override the animals’ needs, and I have concerns that with apex animals such as elephants and orcas, it may be a case of, as Joseph Goebbels stated: ““He who controls the medium controls the message. He who controls the message controls the masses.” In this case, the species at hand is the medium.

For one such species, orcas, a number of populations are dying out. If you are currently in college, chances are that the AT1 Alaskan transient pod will be extinct within your lifetime. The pod is now devoid of females as a result of one of the largest marine ecological disasters in US history.


If you’re currently in college, there’s a very good chance that during your children’s or your grandchildren’s’ lifetimes, the J, K, and L pods of the Southern Resident population will also die out.

We know the earliest capture for exhibition from the Southern Resident population took place in British Columbia in 1964, when Moby Doll was harpooned and then displayed by the Vancouver Aquarium. By comparing hydrophone recordings taken at the sea pen of Moby Doll with the distinct calls of the Southern and Northern Resident pods, Canadian cetacean researcher John Ford determined that this first capture came from the Southern Resident J pod. Over the next decade, J pod would lose roughly 1/3 of its population to capture for public exhibition.

According to an EPA study of the Salish Sea, 66 whales were counted during the first comprehensive orca survey of the Southern Residents in 1973. By 1995, that number rose to 98. It has decreased again – now at 75 (including Lolita at the Miami Seaquarium, listed under the ESA with the rest of the group) at the time of this writing.

It’s easy to blame SeaWorld and the rest of the marine life parks for the current situation facing the Southern Residents, but that’s one small part of a bigger equation. The Salish Sea, where the whales live, is an unhealthy environment – the result of poor management by a number of Federal, State, Tribal, and local agencies over decades. This is the next great ecological disaster on the level of Yellowstone and the Everglades.

According to the EPA’s “Health of the the Salish Sea” report, between 1984 and 2010, the chinook salmon (food for the orcas) population decreased by 60%; between 2008 and 2011, 23 new species indigenous to the Salish Sea were added to the Endangered Species list; marine dissolved oxygen is showing a long term decline in the waters of Puget Sound and in the deeper waters of Georgia Strait – this results in less oxygen available for marine life; 10 of 17 rivers surveyed that feed into the Salish Sea have shown decreased water flow during summer, impacting mineral deposits into the ocean needed for life.

And there’s the dam issue – caught up in a bureaucratic whirlwind. Which raises the question – if a breeding generation of young orcas had not been taken away, would the Southern Residents be in the predicament they are now?

Likely, without proper ecological management, a larger population would create a greater problem as we would now have more individuals vying for the same diminished amount of food.

Which is why NOAA decided to do something about it, bringing together experts from around the world to help and keep an ailing Southern Resident, J50, alive. And yes, that included veterinarians from SeaWorld and the Vancouver Aquarium.

NOAA convened two sessions to discuss the rescue efforts, one at Friday Harbor and the other in Seattle. With J50 being declared deceased, these were turned into public comment sessions, both of which (especially the Seattle one) quickly turned into SeaWorld hate sessions.

There is nothing wrong with exhibiting disgust at a company and asking it be removed from the partnership group due to its past actions, but throughout the sessions and through social media, a number of conspiracies came to light, none of which were presented with undeniable evidence. Among the most popular:

  • SeaWorld has paid off NOAA to allow them to capture J50 and keep her permanently at a SeaWorld park.
  • SeaWorld has paid off NOAA to jeopardize the rescue plan (IMHO, a very poor PR move on SeaWorld’s part, were it true)
  • SeaWorld has paid off NOAA and is currently running the rescue operation.

While it’s great to vent, the reality of the situation is that we should be looking at this as a post-SeaWorld issue. As Pete Bethune pointed out from the microphone in Seattle, this is really a matter of poor ecological management. The whales are a symptom of a sick ecosystem. One of my favorite conservation programs in the world was based on this principle. The SeaDoc Society, which was also a partner in the effort to rescue J50, was developed by the University of California, Davis Veterinary School to monitor and treat the Salish Sea as one large biological entity.

Whether SeaWorld is involved or not shouldn’t matter unless somebody has definitive proof of malfeasance. As hundreds cried foul, few noticed or mentioned one member of the rescue team who can be seen over the NOAA employee’s shoulder in the very beginning of this video stream:

So yeah, Ingrid Visser was out on the rescue boats. But it doesn’t matter. And yeah, Jeff Foster was out on the rescue boats. But it doesn’t matter. And yeah, NOAA announced at both sessions that the plan if they had to capture the whale was to take it to a Fisheries lab that had both a hard pool and a sea pen and that once rehabilitated or showing signs it could not be, it would be returned to its pod – that they had no plans to permanently capture her. But it doesn’t matter.

It doesn’t matter because SeaWorld was there too.

So where does this rumor come from that SeaWorld was paying off NOAA?

Most likely, a Sept. 12 piece in the Seattle Times, where former Washington Secretary of State Ralph Munro is quoted as saying, “What the heck is NOAA doing, accepting money from Sea World over the past few years? Was that ever told to the public?”

In the paragraph prior to his statement is a link to a press release from the National Fish and Wildlife Federation showing 2017 grants for research on wild orcas and orca conservation issued by NFWF and funded by a partnership of SeaWorld, Shell, and the US Fish & Wildlife Service. It’s impossible to tell without requesting an audit what amount specifically came from SeaWorld. Of the grants and matching funds, $560,631.00 went to two NOAA studies. This is out of a total of $2.18 million for eight overall programs.

And that is how SeaWorld bought NOAA.


“He deliberately left you your boat because he wants to fight you alone on the sea.”

— Rachel Bedford (Charlotte Rampling) “Orca” 1977





Crackin McCracklins is right! And, to add water to fire, the Whale Sanctuary Project cannot successfully acquire and transfer SeaWorld’s whales without the cooperation of SeaWorld.

So, two things are either happening here. Either Mr. Hargrove is aware of some deal going on between the Whale Sanctuary Project and SeaWorld, or, more likely, he’s typing faster than his brain can compute logical connections.

Here’s a good example of how that works.

I’m not an animal rights activist, but I know two important precepts of animal rights:

  1. It is based on the ideals of human rights and the two are very intertwined.
  2. If you make a name for yourself arguing against mother whales being separated from their calves, you can’t ignore the same thing happening to human beings in your country (unless you happen to be an avid Trump supporter, which Mr. Hargrove emphatically is).

Thus, on the Fourth of July, as a lone human rights activist scaled the Statue of Liberty to protest the Trump Administration’s separation of migrant children from their parents, we got this:


I’ve spoken with a number of full time animal rights activists in the aftermath of the Whale Sanctuary Project tweets. Carly Ferguson, President of Canada’s Ontario Captive Animal Watch gave similar sentiments to the others I spoke with when she said, “We’re very disappointed. Such messages are counterproductive to the future welfare of captive animals.”

Regarding his book, his appearance in Blackfish, his legislative testimony, and time as an expert witness for OSHA, Cal/OSHA and PETA (I’m inclined to mash the three into a superclient of his I’ll call POSH), he’s served a purpose for a movement. But maybe it’s time for that movement to move on. I’ve previously addressed Mr. Hargrove (yes, that’s him I’m referring to) in this piece on Barnum. David Neiwart’s excellent piece on why you can’t defend orcas and Donald Trump simultaneously is included within.

I should point out that Mr. Hargrove has blocked me from social media for some time. And that’s fine, that’s his right. But that hasn’t kept others from sending me tweets and posts over the years. Some, like the above, I include here because they were posted publicly. Others, such as Mr. Hargrove’s debate with a follower over Trump and the merits of the Holocaust, were posted under a privacy setting and I have made the decision to not make those discussions public.

For the Whale Sanctuary Project, losing Mr. Hargrove’s endorsement can be a mixed bag. When I review his social media posts, interviews and book, I see a pattern developing of an individual who not only is out to pay retribution to his former employer, but as an addict to captive orcas, rarely speaks beyond “his” whales at SeaWorld, Marineland, and Loro Parque (and Lolita, for whom he was paid $90 an hour to speak) – a man who does not understand that in the intrinsically connected world of the whales, saving the wild ones is just as important. A man, who by my interpretation of his tweets, would rather a whale die in the wild than have SeaWorld involved.

On the other hand, Mr. Hargrove has a lot of followers. Perhaps you’re one. Many of these followers believe every word he expunges.

So now the conspiracy is out there – The Whale Sanctuary Project is in cahoots with SeaWorld.

“We’ve all become great admirers of your work around here, but all good things must come to an end.”

— Randolph Johnson (August Schellenberg), “Free Willy” 1993

The Other Side of the News marine life park edition part two: A PETA consultant shows he doesn’t care about animals

thomas cook page

Look, I don’t know Luke Steele. I’ve never met him, never heard of him before I wrote my blog post about Thomas Cook and Fosun.  I think I hurt his feelings, because after all those months of campaigning to get Thomas Cook to drop SeaWorld and Loro Parque, some smart ass California moron (that would be me) says “Yeah, but why aren’t you addressing this?”

I know a few animal rights activists and talk with them once in a while. Some of them, like Howard Garrett and Naomi Rose and Ingrid Visser – when they celebrate victories and someone asks “Yeah, but why aren’t you addressing this?”, they answer “We celebrate this now. We celebrate more victories in the future, like that one.”

Steele doesn’t appear to understand this concept, which is an inherent central attribute of activism of any kind. Instead, as mentioned before in this blog, he intentionally sought out anywhere my post was shared in social media and attempted to paint it as a false claim.  I wonder if Steele in his insecurity realizes that in telling activists that the Thomas Cook/Fosun relationship is untrue, he’s actually not only failing in his effort to vilify me, he’s also claiming that animal rights activists are complicit to a lie – a lie well founded in documentation.

But there’s one comment that just blew me away, though not directly tied in with my post:


Glad somebody liked his comment. Now Steele is correct. Thomas Cook has no responsibility over what Fosun does…

…strictly from the standpoint of business law. (By the way, Mr. Steele, Fosun is not an investment bank. It’s an investment firm and there’s a HUGE difference).

From an animal rights activism standpoint, Steele has absolved Thomas Cook of the responsibility of meeting its stated animal welfare objective and has thrown hundreds of animal rights activists and their efforts under the bus. Bravo.

But Thomas Cook made a public commitment towards animal welfare which, although they are a for-profit company, places them in the public trust for this topic.

In December 2016, Thomas Cook CEO Peter Frankhauser wrote:

We know that for many people, animals in captivity of any form is unacceptable. However, it is a sad truth that many captive animals cannot be safely returned to the wild. Tourism has a big role to play in raising standards for those animals during the transition to ending the practice of capturing animals for entertainment, and ending practices that are known to harm animals.

The 2017 Thomas Cook sustainability report states:

Beyond our auditing efforts, it is key for us to create a step change in our industry
towards higher welfare attractions in our industry.

To that end, we are committed to promoting and developing sea sanctuaries as a financially sustainable, higher welfare attractions which can provide a long-term alternative to captive whales and dolphins.

So here’s a question: Why would Thomas Cook tell both SeaWorld and Loro Parque that if they passed their audits, they would continue to be sold, only to announce they were being dropped at the same time Thomas Cook started selling packages to a dolphin resort owned by a company that is both in a joint venture with Thomas Cook and owns a portion of the British travel company itself?

You might need to read that two or three times to take it all in.

Now understand, I’m not out to disparage Fosun. I have some issues with where they sourced their animals (Taiji, Russia), but I leave it to you as to how you feel about Atlantis Sanya.

As Steele pointed out, Thomas Cook is an independent company that sets its own policy.

And Steele is correct in that Thomas Cook does not finance marine life parks….

…at least directly.

So Thomas Cook should have no role in affecting the operation of a marine life park that it shares an owner with.

Except there’s precedent….

Remember when both Merlin Entertainments and SeaWorld Entertainment shared a common owner – investment firm Blackstone Group (which is kind of the American version of Fosun)?

Well, this happened:

merlin letter

While Steele was busy scouring the internet to protect his manhood from the emasculating nature of my post (it must have been the profile of that white sided dolphin), Dolphin Freedom UK took the opposite approach. Using my post as a springboard, along with their own research, they reported about the potential conflict on their blog, which then went viral in its own right.

The result of their effort? Thomas Cook announced that it will audit Atlantis Sanya.

I have this fear that perhaps Thomas Cook isn’t being so honest about its commitment to animal welfare. Its stock is about half the value it was a year ago.  Part of me wonders if this is an attempt to bring in a new audience – the animal rights audience – to supplement losses in other markets. Part of me wonders if the sudden dropping of orca parks was an attempt reminiscent of SeaWorld, where Joel Manby suddenly ended orca breeding in a not-well-thought-out effort to quiet animal rights protesters.

If Thomas Cook is being sincere, I don’t know if just audits for certification are enough. The ABTA guidelines for cetaceans in captivity can be found here. I don’t think it’s enough for a company pledging to protect animal welfare to just make guidelines available and say whether a property has passed or failed its audit.

Even as a for-profit company, once you dedicate yourself to a public cause, you develop a public trust, and that trust requires transparency.

I urge everyone, no matter what your view on captivity, to contact or petition Thomas Cook to make those audits publicly available. If the company is to share whether a facility passes or not, it should also tell us why, help us know what’s wrong with it so that we can work as a community to improve the lives of the animals who live there, regardless of our feelings on captivity.

And while you’re at it, see if they have any checks that need to be delivered to Luke Steele.

For the life of me, I can’t figure out why someone hired by PETA, an organization that preaches “Animals are Not Ours to Use for Entertainment,” would go to such lengths to deny Thomas Cook’s association with a dolphin park that it shares owners with.


The Other Side of the News marine life park edition part one: SeaWorld’s new owners

seaworld china

There are a lot of things I want to cover today that aren’t related to marine life parks, but I want to get these three stories out of the way while they’re still relevant. I’ll have a separate post towards the end of the month covering Warner Bros World Abu Dhabi, Two Bit Circus, California Trail at the Oakland Zoo, and new coaster experiences at Europa-Park and Liseberg. Today’s post will be split into three different ones posting throughout the day. And now, some breaking news.


For the first half of 2018, SeaWorld reported increased attendance and revenue (although there was actually a loss in revenue for the first quarter due to severance payments for a number of executives). The company has gone back to its roots and is operating its destination parks in Florida and California as if they were regional parks, pushing annual passes in the local market and building up events year round to pull those pass-holders back in, which increases both attendance and per cap spending in the parks.

The policy of adding a new attraction or show every year in each park is one that has proven successful for both Six Flags and Cedar Fair, again promoting return visits, which lead to increased annual pass sales. The increased regional attendance has filled the void created by a loss of tourism from foreign territories in the prior few years.

In the company’s filing with the SEC were a few juicy morsels. Here are a few of them:

On February 27, the day after he resigned, Joel Manby received a lump cash payment of $6.7 million. Yeah, that’s a lot of money for a company trying to cut costs. But I’m not surprised. The annual report’s exhibits include an amendment to the contract for Denise Godreau, who left the company after just over a year of employment as the Chief Marketing Officer. The amendment offered her up to $2 million to purchase a house.

These next two come straight from the 10Q. We’ll be addressing this later today, when I look at Thomas Cook, PETA, and the ethics of animal rights and welfare:

“Negative publicity can also impact our relationships with our business partners and ticket resellers. For example, in July we were informed that one of our ticket resellers in the United Kingdom will discontinue selling SeaWorld-branded tickets beginning in July 2019. Although we do not expect this decision to have a significant impact on our business nor do we currently consider this to be a material trend, we continue to monitor any such items that could impact attendance trends. As a reminder, historically, aggregate attendance from the United Kingdom represents approximately 5% of our total annual attendance.”

But first, I’m going to address this:

“We are exposed to the risk of loss in the event of non-performance by such strategic partners or other counterparties. Some of these counterparties may be highly leveraged and subject to their own operating, market and regulatory risks, and some are experiencing, or may experience in the future, severe financial problems that have had or may have a significant impact on their creditworthiness. For example, in April 2018, it was reported that an affiliate of ZHG Group was experiencing financial distress. The inability of affiliates of ZHG Group to pay amounts due to us or otherwise fulfill their obligations to us under their agreements with us, including the ECDA and/or the CDSA, could have an adverse impact on us. In addition, the sale or transfer of our common stock owned by affiliates of ZHG Group, or the perception that such sales or transfers could occur, could harm the prevailing market price of shares of our common stock.”

So there are two companies named Zhonghong.  One is Zhonghong Zhuoye Group (ZZG), a private investment firm. The other is Zhonghong Holdings Group (ZHG), a publicly traded real estate development and tourism company. Both are in China. ZHG has the license to develop SeaWorld parks in China. ZZG owns Blackstone’s former 21% stake of SeaWorld Entertainment.

Zhonghong Zhuoye holds a substantial amount of stock in ZHG and the financial woes of the latter greatly impact the stability of the former. On April 17, I reported the following on the ThemedReality/Final Days of Conventional Wisdom Facebook page.

Some news on Zhonghong Holdings, the company developing SeaWorld-branded parks in China. Zhonghong Holdings predicts an expected loss for its first quarter (Jan 1 – Mar 31, 2018) of 300 million yuan (US$47,731,500). This is in comparison to the same period last year, which saw a profit of 8.95 million yuan (US$1,424,437.25 based on today’s exchange rate). For those of you not adept at math, the ThemedReality Computronic Gizmo computes that to be a staggering decrease of 3451.96% for first quarter profits from 2017 to 2018.

Here’s more fun with numbers. Zhonghong Holdings also released an amended estimate for fiscal year 2017 (Jan 1 – Dec 31) of a loss of 248 million yuan (US$39,463,000), down from a 2016 profit of 157 million yuan (US$24,990,475). The ThemedReality Computronic Gizmo computes that to be a drop of 1679.13%.

So questions have arisen among some of the card-carrying members of the ThemedReality Universal Team of Helpers (TRUTH) as to whether or not Zhonghong Holdings will be able to pay off its loans, due within two years, for its 90.5% stake in British tour operator Abercrombie and Kent. The loans consist of a US$77.5 million loan from Zhonghong Zhouye group, a major Zhonghong Group shareholder (whose shares in the company keep getting frozen by Chinese courts) and the owner of a 21% stake in the US theme park company SeaWorld Entertainment, and another US$335 million in interest bearing loans from non-Chinese banks. The company’s lack of profit precludes it from using earned revenue to pay of the principal on the loans.

On the same day, April 17, I also reported:

According to the ThemedReality Computronical Gizmo, Hill Path Capital now owns just over 28% of SeaWorld Entertainment, which, according to the ThemedReality Computronical Gizmo, is also more than the 21% stake that Zhonghong Zhouye Group purchased from Blackstone. Hill Path Capital is the investment firm of SeaWorld board member Scott Ross (the investment banker, not the famed harpsicordist). At Apollo Global Management, Ross played key roles in the acquisition of both Chuck E Cheese and Great Wolf Resorts, both of which were turned profitable and then sold off by Apollo (a corporate version of house flipping). Then again, the ThemedReality Computronical Gizmo is an abacus held together by duct tape….so there’s that…

Although the proxy material sent out by SeaWorld to its shareholders eight days after my Facebook post stated that Hill Path owned 15.3% of common stock, a small footnote indicated that SeaWorld’s figure was based on a November 2017 filing. If my figures are correct, Hill Path is now the largest shareholder of SeaWorld Entertainment and the staff layoffs that took place the day after 2nd quarter earnings were announced is a strategy straight out of the Apollo playbook.

One thing that differentiated this staff cut from others is that it wasn’t simply a matter of eliminating one individual and consolidating their responsibilities into the duties of another just to save money.  This one was very well thought out (the advantage of having a Chief Strategy Officer onboard, it seems).  Quite a few middle managers were eliminated and the process of parlaying information and data between the top and bottom of the heirarchial personnel structure has been streamlined.

This is usually done in anticipation of a sale, as an efficient HR structure is more appetizing to potential suitors and minimizes issues with staff integration during an acquisition or merger.

A number of my contacts in Hong Kong and China have advised me to expect an announcement within the next week or two by Zhonghong of a sale to Hong Kong-based investment firm Pacific Alliance Group (PAG).  However, I’m hearing different details as to what that sale entails.

In one scenario, PAG purchases Zhonghong Zhyoue’s shares in Zhonghong Holdings. This is a risky move based on three factors:

  1. Chinese courts have frozen ZZG’s shares in ZHG from being traded.
  2. The shares are basically worthless.
  3. It was announced yesterday (August 14) that Chinese regulators were investigating ZHG for filing fake financial records.

More likely, PAG could purchase ZHG assets, which include the luxury tour company Abercrombie & Kent, some nice real estate, and the exclusive SeaWorld license for China.

Most likely is this scenario, which is based on the highly probable belief that ZZG may have missed one or more escrow payments to Blackstone and defaulted on their contract for the stock sale.  If this is the case, then the 21% stake of SeaWorld that ZZG owns is being transferred to PAG.  And if Hill Path sells its shares to PAG, then PAG will end up owning almost half of SeaWorld.

And there’s one other little surprise. CLICK HERE

That’s right. If it’s scenario three, we’re back at the beginning.

Still to come: Marineland smuggles a pair of belugas to China and PETA’s mouthpiece gives Thomas Cook immunity

If you’re applauding Thomas Cook for dropping SeaWorld and Loro Parque, you haven’t seen the other side of the two headed dragon


News out of the UK media today is that Thomas Cook is dropping SeaWorld and Spanish animal park Loro Parque from its ticket and package sales services.

And if you’re a touchy, feely, save the animals type, you must be giddy with joy that Thomas Cook recognizes what you know to be the pain and suffering of captive animals.

Which could only mean one thing….

….You don’t know Thomas Cook.

You see, Thomas Cook is 12% (up from an initial 5%) owned by Guo Guangchang, one of the wealthiest men in China, with a net worth of around US$7.6 billion.

He is the founder and Chairman of Fosun.

Fosun owns a 25% stake in Cirque du Soleil, which includes its recent acquisition Blue Man Group.

LA Premiere of Cirque du Soleil's "KURIOS - Cabinet of Curiositi

Fosun also owns an 85.6% stake in resort chain Club Med.


In 2016, Fosun and Thomas Cook launched a joint venture – Thomas Cook China, to provide travel services to affluent Chinese tourists. Fosun owns 51% of the new company.

As I’m writing this on July 28, twelve days ago, the same Thomas Cook that’s, according to the British media, dropping SeaWorld and Loro Parque, announced a strategic partnership with the government of Hainan Provence to promote tourism to the emerging Sanya market.

And what’s in Sanya?

The recently opened US$1.74 billion Atlantis Sanya, owned by Fosun and managed by Kerzner International, a resort company controlled by the royal family of Dubai.


And at Atlantis Sanya, you can find this fellow (the one on the left):


And these guys. You can even swim with them for a fee.


And this guy (the one swimming in the back, that is):


And these guys too:


So if you think Thomas Cook is sending a lesson to marine life parks, they really aren’t. They’re just dropping emphasis on one part of the world as they prepare to support the marine life industry in another through their partner Fosun. It’s the head on the other side of the dragon you’re not seeing.

As for Hainan, there are at least six major aquariums and theme parks with whales and dolphins that have either just opened, are under construction, or are under development for the island. Imagine six resorts the size of SeaWorld Orlando – or larger – in an area the size of the US state of Maryland.

That’s a lot of cetacean parks for Thomas Cook to sell tickets to.