Frequently Asked Questions

  1. Why did I get the Notice?

    You or someone in your family, or an investment account for which you serve as a custodian, may have purchased or otherwise acquired the publicly traded common stock of SeaWorld between August 29, 2013 and August 12, 2014.

    The Court directed that the Notice be sent to inform potential Class Members about the proposed Settlement and their options before the Court rules on the proposed Settlement. Additionally, the Class Members have the right to understand how this class action lawsuit may affect their legal rights. If the Court approves the Settlement and the Plan of Allocation outlined in the Notice (or some other plan of allocation), the Claims Administrator will make payment pursuant to the Settlement after any objections and appeals are resolved.

    If you are a Class Member, you may have legal rights and options to exercise before the Court decides the outcome of the case. The Honorable Michael M. Anello of the United States District Court for the Southern District of California is in charge of this class action. The lawsuit is titled Baker v. SeaWorld Entertainment, Inc., et al., Case No. 3:14-cv-02129-MMA-AGS (S.D. Cal.).

    To review a copy of the Notice click here.

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  2. Why is this a class action?

    A class action is a type of lawsuit in which one or several individuals or entities prosecute claims on behalf of all members of a group of similarly situated persons and entities to obtain monetary or other relief for the benefit of the entire group. Class actions avoid the necessity of each member of a class having to file his, her, or its own separate lawsuit to obtain relief. Class actions are used to decide legal and factual issues that are common to all members of a class.

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  3. Why is there a Settlement?

    Class Representatives believe that the claims asserted against Defendants have merit; however, they recognized the substantial risks they faced in successfully obtaining a favorable verdict for the Class at trial and through the likely appeals that would follow. In light of these risks, the amount of the Settlement, and the immediacy of recovery to the Class, Class Representatives and Class Counsel believe that the proposed Settlement is fair, reasonable, and adequate, and in the best interests of the Class. Class Representatives and Class Counsel believe that the Settlement provides a favorable result for the Class as compared to the risk that the claims in the Action would produce a smaller, or no, recovery after trial, and appeals, possibly years in the future.

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  4. What is this lawsuit about and what has happened in the case?

    This is a securities class action against Defendants for alleged violations of the federal securities laws during the Class Period. Class Representatives alleged Defendants issued a series of false and misleading statements and omissions during the Class Period denying the 2013 documentary film Blackfish had any impact on attendance at certain of SeaWorld’s parks or its business. Defendants deny the allegations of wrongdoing asserted in the Action and deny any liability whatsoever to any members of the Class.

    The Action was commenced more than five years ago, on September 9, 2014, with the filing of a putative securities class action in the Court against SeaWorld, Blackstone, and certain of SeaWorld’s officers and directors.

    Following hard-fought, arm’s-length negotiations, the Parties accepted a mediator’s recommendation to resolve the Action for $65 million. On February 10, 2020, the Parties entered into the Stipulation, which sets forth the specific terms and conditions of the Settlement. The Stipulation can be viewed here.

    By Order dated February 18, 2020, the Court preliminarily approved the Settlement, authorized the notice of the Settlement to be provided to potential Class Members, and scheduled the Settlement Fairness Hearing to consider whether to grant final approval of the Settlement.

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  5. Who is included in the Class? Are there exceptions to being included in the Class?

    The Class, as certified by the Court, consists of:

    All persons and entities who purchased or otherwise acquired the publicly traded common stock of SeaWorld between August 29, 2013 and August 12, 2014, who did not sell such acquired securities before August 13, 2014, and were damaged.

    Excluded from the Class are:

    1. Defendants;
    2. Present or former executive officers of SeaWorld, members of SeaWorld’s Board of Directors, and members of their immediate families;
    3. Any of the foregoing persons’ legal representatives, heirs, successors or assigns; and
    4. Any entity in which Defendants have or had a controlling interest or any affiliate of SeaWorld.

    Also excluded from the Class are any persons or entities who excluded themselves from the Class in connection with the Class Notice.

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  6. What happens if I am a Class Member and I do nothing?

    If you are a Class Member and do nothing, you will be bound by all past, present and future orders and judgments in the Action, whether favorable or unfavorable. If you are a member of the Class and you do not submit a valid Claim Form, you will not be eligible to receive any payment from the Settlement Fund. You will, however, remain a member of the Class, which means that you give up your right to sue about the claims that are resolved by the Settlement and you will be bound by any judgments or orders entered by the Court in the Action.

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  7. If I am a Class Member, how do I ask the Court to exclude me from the Class?

    As this Class was previously certified and, in connection therewith, Class Members had the opportunity to exclude themselves from the Class, the Court has exercised its discretion not to allow a second opportunity for exclusion in connection with the settlement proceedings. The deadline to request exclusion from the Class was April 9, 2019. It is no longer possible to request exclusion.

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  8. What does the Settlement provide?

    Pursuant to the Settlement, Defendants shall pay or cause to be paid $65,000,000 in cash (“Settlement Amount”). The Settlement Amount will be deposited into an escrow account. The Settlement Amount plus any interest earned while it is in escrow, is referred to as the “Settlement Fund.” The Settlement Fund less (i) any Taxes; (ii) any Notice and Administration Costs; (iii) any Litigation Expenses awarded by the Court; (iv) any attorneys’ fees awarded by the Court; and (v) any other costs or fees approved by the Court is defined as the “Net Settlement Fund”. If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed to Class Members who submit valid Claim Forms, in accordance with the proposed Plan of Allocation or such other plan of allocation as the Court may approve.

    The Plan of Allocation is described in more detail in the Notice.

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  9. How much will my payment be?

    At this time, it is not possible to make any determination as to how much any individual Class Member may receive from the Settlement. Your share of the Net Settlement Fund will depend on several things, including the total amount of claims represented by the valid Claim Forms that Class Members send in compared to the amount of your claim, all as calculated under the Plan of Allocation explained in the Settlement Notice.

    By following the instructions in the Plan of Allocation, located in the Notice, you can calculate what is called your Recognized Loss Amount. It is unlikely that you will get a payment for all of your Recognized Loss Amount. After all Class Members have sent in their Claim Forms, the payment you get will be a part of the Net Settlement Fund equal to your Recognized Loss Amount divided by the total of everyone’s Recognized Loss Amount.

    The Plan of Allocation is described in more detail in the Notice.

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  10. How can I get payment?

    To be eligible for a payment, you must have submitted a timely and valid Claim Form. Claim Forms must have been postmarked, if mailed, or received online on or before July 16, 2020.

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  11. When will I receive payment?

    It is not possible at this time to determine when the Settlement proceeds will be distributed to eligible Class Members. The Court will hold a Settlement Fairness Hearing on July 22, 2020 to decide whether to grant final approval of the Settlement. If the Court approves the Settlement, there might be appeals. It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them. It also takes time for all the Claim Forms to be processed. Once all the Claim Forms are processed and claims are calculated, Class Counsel, without further notice to the Class, will apply to the Court for an order distributing the Net Settlement Fund to Class Members. Please be patient.

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  12. What am I giving up to get a payment and by staying in the Class?

    Unless you excluded yourself, you remain a member of the Class, which means that upon the Effective Date you will release all Released Plaintiffs’ Claims against Defendants’ Releasees. For additional information and definition of these terms, please review the Notice.

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  13. If I did not exclude myself, can I sue Defendants Releasees for the same thing later?

    No. If you are a Class Member, unless you excluded yourself, you give up any rights to sue the Defendants’ Releasees for any and all Released Plaintiff Claims. If you have a pending lawsuit against any of the Defendants’ Releasees, speak to your lawyer in that case immediately. You must have excluded yourself from the Action to continue your own lawsuit.

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  14. If I excluded myself, can I get money from the proposed Settlement?

    No. If you excluded yourself, you may not submit a Claim Form to ask for any money. But, you may exercise any right you may have to sue, continue to sue, or be part of a different lawsuit against the Defendants’ Releasees.

  15. Do I have a lawyer in this case?

    The Court appointed the law firms of Kessler Topaz Meltzer & Check, LLP and Nix Patterson, LLP as Class Counsel. If you have any questions concerning the matters raised on this website or in the Notice, you may contact Class Counsel as follows:

    Class Counsel
    Joshua E. D’Ancona, Esq.
    KESSLER TOPAZ MELTZER
    & CHECK, LLP
    280 King of Prussia Road
    Radnor, PA 19087
    www.ktmc.com
    1-610-667-7706
    Jeffrey J. Angelovich, Esq.
    NIX PATTERSON, LLP
    3600 N. Capital of Texas Hwy.
    Suite 350
    Austin, TX 78746
    www.nixlaw.com
    1-512-328-5333

    Unless you elect to retain your own personal lawyer you will not have any direct obligations to pay the costs of the litigation. If the Settlement is approved by the Court, all costs and expenses of the Action, including Class Counsel’s attorneys’ fees, will be paid from that recovery in an amount approved by the Court. As set forth in FAQ 16 below, if you want to be represented by your own lawyer, you may hire one at your own expense.

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  16. If I am a Class Member, can I get my own lawyer?

    Yes. If you want to be represented by your own lawyer, you may hire one at your own expense. If you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Class Counsel and Defendants’ Counsel at the addresses noted in FAQ 18 below so that the notice is received on or before July 1, 2020.

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  17. How will the lawyers be paid?

    Class Counsel will apply to the Court for an award of attorneys’ fees and reimbursement of Litigation Expenses. Class Counsel’s motion for attorneys’ fees will not exceed 22% of the Settlement Fund and their motion for Litigation Expenses will not exceed $2.8 million in expenses incurred in connection with the prosecution and resolution of the Action, plus interest. Class Counsel’s motion for attorneys’ fees and Litigation Expenses, which may include a request for reimbursement of the reasonable costs and expenses incurred by Class Representatives directly related to their representation of the Class in an aggregate amount not to exceed $150,000 will be filed by June 17, 2020 and the Court will consider Class Counsel’s motion at the Settlement Fairness Hearing on July 22, 2020.

    Any award related to Class Counsel’s motion for fees and Litigation Expenses will be paid from the Settlement Fund prior to allocation and payment to Authorized Claimants. Class Members are not personally liable for any such attorneys’ fees or expenses.

    A copy of Class Counsel’s motion for fees and Litigation Expenses will be available for review on the Important Documents page here once it is filed.

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  18. How do I tell the Court that I do not like something about the Settlement?

    If you are a Class Member, you can object to the Settlement, the Plan of Allocation and/or Class Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses. You must file any written objection, together with copies of all other papers and briefs supporting the objection, with the Clerk’s Office at the United States District Court for the Southern District of California and serve copies on Class Counsel and Defendants’ Counsel at the addresses noted below on or before July 1, 2020:

    Clerk’s Office Class Counsel
    United States District Court
    Southern District of California
    Edward J. Schwartz
    United States Courthouse
    221 West Broadway
    San Diego, CA 92101
    Joshua E. D’Ancona, Esq.
    Kessler Topaz Meltzer
    & Check, LLP
    280 King of Prussia Road
    Radnor, PA 19087

    Jeffrey J. Angelovich, Esq.
    Nix Patterson, LLP
    3600 N. Capital of Texas Hwy.
    Suite B350
    Austin, TX 78746
    Counsel for Defendants SeaWorld Entertainment, Inc., James M. Heaney, Marc Swanson, and The Blackstone Group Inc. Counsel for Defendant James Atchison
    Jonathan K. Youngwood, Esq.
    Simpson Thacher
    & Bartlett LLP
    425 Lexington Avenue
    New York, NY 10017
    Michael J. Diver, Esq.
    Katten Muchin
    Rosenman LLP
    525 W. Monroe Street
    Chicago, IL 60661-3693

    Any objection, filing, or other submission by the objecting Class Member must do the following:

    1. State the name, address, and telephone number of the person or entity objecting and be signed by the objector;
    2. State with specificity the grounds for the Class Member’s objection, including any legal and evidentiary support the Class Member wishes to bring to the Court’s attention and whether the objection applies only to the objector, to a specific subset of the Class, or to the entire Class; and
    3. Include documents sufficient to prove membership in the Class, including the number of shares of Seaworld publicly traded common stock that the objecting class member:
      1. Owned as of the opening of trading on August 29, 2013, and
      2. Purchased/acquired and/or sold during the Class Period as well as the dates, number of shares, and prices of each such purchase/acquisition and sale.

    Unless the Court orders otherwise, any Class Member who does not object in the manner described above will be deemed to have waived any objection and shall be forever foreclosed from making any objection to the proposed Settlement, the proposed Plan of Allocation, and/or Class Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses.

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  19. What is the difference between objecting and seeking exclusion?

    Objecting is telling the Court that you do not like something about the Settlement. You can still recover money from the Settlement. You can object only if you did not request exclusion from the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you excluded yourself, you cannot object to the Settlement because it does not affect you.

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  20. When and where will the Court decide whether to approve the Settlement?

    The Settlement Fairness Hearing will be held on July 22, 2020 at 10:00 a.m., before the Honorable Michael M. Anello in Courtroom 3D at the Edward J. Schwartz United States Courthouse, 221 West Broadway, San Diego, CA 92101. The Court reserves the right to approve the Settlement, the Plan of Allocation, Class Counsel’s motion for an award of attorneys’ fees and Litigation Expenses, and/or any other matter related to the Settlement at or after the Settlement Fairness Hearing without further notice to the members of the Class.

    At the hearing the Court will consider whether the Settlement is fair, reasonable and adequate. The Court also will consider the proposed Plan of Allocation for the proceeds of the Settlement and the application of Class Counsel for attorneys’ fees and payment of expenses. The Court will take into consideration any written objections filed in accordance with the instructions here. The Court also may listen to people who have properly indicated, within the deadline identified above, an intention to speak at the hearing; but decisions regarding the conduct of the hearing will be made by the Court. The Court may also decide how much to pay Class Counsel. After the hearing, the Court will decide whether to approve the Settlement.

    We do not know how long these decisions will take. The date and time of the Settlement Fairness Hearing may change without further written notice to the Class. If you plan on attending the hearing, please check this website, or contact Class Counsel to confirm that the date and/or time of the hearing has not changed.

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  21. Do I have to come to the Settlement Fairness Hearing?

    No. Class Members do not need to attend the Settlement Fairness Hearing. Class Counsel will answer questions the Court may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you filed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Class Members do not need to appear at the hearing or take any other action to indicate their approval. Your lawyer, should they choose to appear, must file and serve a Notice of Appearance in the manner described below no later than July 1, 2020.

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  22. May I speak at the Settlement Fairness Hearing?

    You may submit an objection without having to appear at the Settlement Fairness Hearing. You may not, however, appear at the Settlement Fairness Hearing to present your objection unless: (1) you first submit a written objection in accordance with the procedures described above, (2) you first submit your notice of appearance in accordance with the procedures described below, or (3) the Court orders otherwise.

    If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, and/or Class Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses, and if you timely submit a written objection as described in FAQ 18 above, you must also file a notice of appearance with the Clerk’s Office and serve it on Class Counsel and Defendants’ Counsel at the addresses noted in FAQ 18 so that it is received on or before July 1, 2020. Persons who intend to object and desire to present evidence at the Settlement Fairness Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the hearing. Such persons may be heard orally at the discretion of the Court.

    You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Fairness Hearing. However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Class Counsel and Defendants’ Counsel at the addresses noted in FAQ 18 above so that the notice is received on or before July 1, 2020.

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  23. How will my claim be calculated?

    Each timely and valid Claim Form submitted will have a Recognized Loss Amount calculated in accordance with the Plan of Allocation, which is described in the Notice. In order to have a Recognized Loss Amount under the Plan of Allocation, a person or entity must have purchased or otherwise acquired SeaWorld publicly traded common stock during the Class Period (i.e., between August 29, 2013 and August 12, 2014) and held such SeaWorld common stock through the alleged corrective disclosure on August 13, 2014 that removed alleged artificial inflation related to that information. Full details on the calculation of Recognized Loss Amounts can be found in the Plan of Allocation.

    The Plan of Allocation is located in Appendex A in the Notice.

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  24. What is the ticker symbol/CUSIP?

    The CUSIP during the Class Period was 81282V100 and the ticker symbol was SEAS.

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  25. What are acceptable forms of supporting documentation?

    You will need to include documentation to support each transaction in SeaWorld common stock set forth in the Claim Form. Acceptable supporting documentation consists of documents showing the number of SeaWorld common stock that were purchased/acquired and/or sold during the Class Period (i.e., between August 29, 2013 and August 12, 2014), as well as the dates, number of shares, and prices of each such purchase/acquisition and/or sale. Documentation establishing membership in the Class must consist of copies of brokerage confirmation slips or monthly brokerage account statements, or an authorized statement from the Claimant's broker containing the transactional and holding information found in a broker confirmation slip or account statement. Stock certificates may be used to support the amount of SeaWorld common stock held at the beginning or end of the Class Period, but they are not evidence for when and how much the SeaWorld common stock were purchased or acquired.

    If you no longer have documentation to support your transactions in SeaWorld common stock, you should consult with your broker or financial advisor, who may be able to obtain the documents for you. In the case that you cannot locate your supporting documentation, you can ask your broker to write a letter on letterhead detailing purchases/acquisitions, sales and beginning and ending holdings.

    We recommend that you file your Claim Form to the best of your ability, as accurately as possible. Ultimately, however, you may be required to provide independent supporting documentation to verify your Claim Form.

    If you are submitting documentation online, documents should be clear, readable copies, with a max size 20 MB per document, and in one of the following formats: jpg, jpeg, gif, tif, tiff, doc, docx, xls, xlsx, pdf, zip, txt, mht, rtf, msg, or eml.

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