13D Filing: Hill Path Capital LP and Seaworld Entertainment Inc. (SEAS)

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The Reporting Persons and
their representatives have had and expect to continue to have meetings, written communications and discussions with the members
of management and the Board of Directors of the Issuer (the “Board”) regarding a variety of matters relating to the
Issuer, including, among other things, the Issuer’s business, operating performance, capital structure, capital allocation,
corporate governance, Board composition and other strategic matters, and may pursue other plans or proposals that relate to or
could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.

The Reporting Persons and
their representatives have had and expect to continue to have discussions and other communications with current or prospective
shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals,
sources of credit and other third parties regarding the matters set forth in the preceding paragraph.

The
Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including,
without limitation, the outcome of any discussions referenced above, the Issuer’s financial position, results and strategic direction,
actions taken by the Issuer’s management and the Board, price levels of the Shares, other investment opportunities available to
the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including,
without
limitation, exchanging information with the Issuer pursuant to appropriate confidentiality
or similar agreements; suggesting changes in the Issuer’s
business, operations, capital structure, capital allocation, corporate
governance, Board composition and other strategic matters; acquiring additional Shares and/or
other equity, debt, notes, instruments or other securities of the Issuer (collectively, “Securities”) or disposing
of some or all of the Securities beneficially owned by them, in public market or privately negotiated transactions; entering into
financial instruments or other agreements that increase or decrease the Reporting Persons’ economic exposure with respect to their
investment in the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of
Schedule 13D.

 

 

Item 5. Interest in Securities of the Issuer.

The aggregate percentage
of Shares reportedly owned by each person named herein is based upon 90,747,600 Shares outstanding, as of April 18, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with
the Securities and Exchange Commission on April 24, 2017.

A. Hill Path Capital
(a) As of the close of business on May 1, 2017, Hill Path Capital beneficially owned 5,024,464 Shares.

Percentage: Approximately 5.5%

Follow United Parks & Resorts Inc. (NYSE:PRKS)

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