SIX FLAGS ENTERTAINMENT CORPORATION Six Flags Entertainment Corporation (Six Flags) announced that the Company and its wholly-owned subsidiary, Six Flags Theme Parks Inc. (SFTP), as co-issuers, have priced $850 million aggregate principal amount of 6.625% Senior Secured Notes due 2032 at an offering price of 100.000% of the principal amount thereof. Six Flags anticipates that the closing of the offering of the Notes will take place on or about May 2, 2024, subject to customary closing conditions. The Company intends to apply the net proceeds from the Notes offering towards the principal amounts outstanding under its existing term loan facility and revolving credit facility and a portion of the outstanding 7.000% Senior Secured Notes due July 1, 2025 issued by SFTP.
The remainder of the net proceeds from the Notes offering are expected to be used (together with other sources of cash) for general corporate purposes, including but not limited to working capital, operating expenses, capital expenditures, debt service requirements, the payment of the special dividend in connection with the Mergers, and the payment of fees and expenses related to the Mergers. Prior to the consummation of the Mergers, or in the event the Mergers are not consummated, Six Flags and SFTP will be the co-issuers of the Notes. Following the consummation of the Mergers (if the Mergers are consummated), HoldCo will assume the obligations of Six Flags in its capacity as a co-issuer under the Notes and the related indenture, and will thereafter become a co-issuer of the Notes.
In addition, if the Mergers are consummated, Canada?s Wonderland Company, Magnum Management Corporation and Millennium Operations LLC (collectively, the Cedar Fair Co-Issuers), each of which is a subsidiary of Cedar Fair, will become a co-issuer of the Notes. As a result, if the Mergers are consummated, each of SFTP, HoldCo and the Cedar Fair Co-Issuers (together, the Co-Issuers) will be co-issuers of the Notes. Prior to the consummation of the Mergers, or in the event the Mergers are not consummated, the Notes will be guaranteed on a senior secured basis by each of Six Flags?
current and future wholly-owned domestic restricted subsidiaries (other than SFTP, which will be a co-issuer of the Notes) that guarantee Six Flags? senior secured credit agreement or the existing senior notes issued by Six Flags or SFTP (the Six Flags Subsidiary Guarantors), subject to certain exceptions. Following the consummation of the Mergers (if the Mergers are consummated), the Six Flags Subsidiary Guarantors, each entity that was a wholly-owned subsidiary of Cedar Fair immediately prior to the consummation of the Mergers (other than the Cedar Fair Co-Issuers) that guarantees indebtedness under Cedar Fair?s new revolving credit facility (the Cedar Fair Subsidiary Guarantors), and any other direct and indirect restricted subsidiaries of HoldCo that guarantee indebtedness under the new senior secured credit facilities to be entered into by HoldCo (together with the Six Flags Subsidiary Guarantors and the Cedar Fair Subsidiary Guarantors, collectively, the Guarantors).
The Notes and the related guarantees will be secured by a first priority security interest in substantially all of the assets of Six Flags, SFTP and the Six Flags Subsidiary Guarantors, subject to certain exceptions, prior to the consummation of the Mergers. Following the consummation of the Mergers, the Notes and the related guarantees will be secured by a first priority security interest in substantially all of the assets of the Co-Issuers and the Guarantors, subject to certain exceptions.
