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Six Flags Entertainment Corporation - Tender Offer - Results

Results of Cash Tender Offer for Any and All of its 4.875% Senior Notes due 2024

03 MAY 2023


Full announcement including disclaimers and offer restrictions available via businesswire (Source: Six Flags)


"ARLINGTON, Texas--(BUSINESS WIRE)--Six Flags Entertainment Corporation (NYSE: SIX) (the “Company,” “we,” “us” or “our”), the world’s largest regional theme park company and the largest operator of water parks in North America, today announced the results of its previously announced tender offer (the “Tender Offer”) for any and all of the outstanding 4.875% Senior Notes due 2024 (the “2024 Notes”), which expired as of 5:00 p.m., New York City time, on May 2, 2023 (the “Expiration Time”). The Tender Offer was made pursuant to an Offer to Purchase, dated April 26, 2023 (the “Offer to Purchase”), and the related notice of guaranteed delivery for the Tender Offer (together with the Offer to Purchase, the “Offer Documents”), which set forth the terms and conditions of the Tender Offer.


As of the Expiration Time, according to information provided by DF King & Co., Inc., the information agent and the tender agent for the Tender Offer, a total of $881,598,000 aggregate principal amount of the 2024 Notes, or 92.85% of the aggregate principle amount outstanding, had been validly tendered and not validly withdrawn in the Tender Offer. These amounts exclude $18,828,000 aggregate principal amount of the 2024 Notes tendered pursuant to the guaranteed delivery procedures described in the Offer Documents. The obligation of the Company to accept the 2024 Notes tendered and to pay the consideration for the 2024 Notes is subject to satisfaction or waiver of certain conditions, which are more fully described in the Offer Documents.


In accordance with the terms of the Tender Offer, the Company will pay the purchase price (the “Purchase Price”) for the 2024 Notes validly tendered and accepted for purchase on May 3, 2023 (the “Settlement Date”) or, in the case of holders whose 2024 Notes were validly tendered and accepted for purchase pursuant to the guaranteed delivery procedures, on May 5, 2023 (the “Guaranteed Delivery Settlement Date”). The Purchase Price to be paid for the 2024 Notes is $1,000.50 for each $1,000 principal amount of the 2024 Notes validly tendered and accepted for purchase pursuant to the Tender Offer, plus accrued and unpaid interest on the 2024 Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the Settlement Date. For avoidance of doubt, interest on the 2024 Notes will cease to accrue on the Settlement Date for all Notes accepted in the Tender Offer. All Notes purchased on the Settlement Date will subsequently be retired.


The Company intends to use the net cash proceeds from its previously announced senior notes offering, together with other available cash, including borrowings under its revolving credit facility, to pay the Purchase Price, plus accrued interest to, but excluding, the Settlement Date, for all 2024 Notes that the Company purchases pursuant to the Tender Offer."

 

Six Flags Announces Tender Offer for its 4.875% Senior Notes due 2024


26 APRIL 2023


Full announcement including disclaimers and offer restrictions available via SEC



"ARLINGTON, Texas--(BUSINESS WIRE)-- Six Flags Entertainment Corporation (NYSE: SIX) (the “Company,” “we,” “us” or “our”), the world’s largest regional theme park company and the largest operator of water parks in North America, today announced the commencement of a cash tender offer (the “Tender Offer”) for any and all of its outstanding 4.875% senior unsecured notes due 2024 (the “Notes”), on the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”), dated the date hereof, and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Notice of Guaranteed Delivery”). As of April 26, 2023, there were $949,490,000 principal amount of Notes outstanding. The Offer to Purchase and the Notice of Guaranteed Delivery are referred to herein collectively as the “Offer Documents.”

The tender offer consideration for each $1,000 principal amount of the Notes purchased pursuant to the Tender Offer will be $1,000.50 (the “Tender Offer Consideration”). Holders must validly tender (and not validly withdraw) or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or before the Expiration Time (as defined below) in order to be eligible to receive the Tender Offer Consideration. In addition, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the Payment Date (as defined in the Offer to Purchase) for the Notes. We expect the Payment Date to occur on May 3, 2023.


The Tender Offer will expire at 5:00 p.m., New York City time, on May 2, 2023 (such time and date, as it may be extended, the “Expiration Time”), unless extended or earlier terminated by the Company. The Notes tendered may be withdrawn at any time at or prior to the Expiration Time by following the procedures described in the Offer to Purchase.

Our obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver, in our discretion, of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the closing of the Company’s previously announced offering of senior notes, the net proceeds of which, together with other available cash, including borrowings under our revolving credit facility, will be sufficient to pay the consideration for the Notes tendered in the Tender Offer (the “Financing Condition”). The complete terms and conditions of the Tender Offer are set forth in the Offer Documents. Holders of the Notes are urged to read the Offer Documents carefully before making any decision with respect to the Tender Offer.

Concurrently with the commencement of the Tender Offer, the Company issued a conditional notice of redemption for an aggregate amount of Notes equal to $800 million less the aggregate principal amount of Notes tendered and accepted in the Tender Offer. The redemption price for the Notes is 100.000% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest, if any, through May 25, 2023. The redemption date is expected to occur on May 26, 2023 and the amount of 2024 Notes being redeemed will be reduced by the amount of 2024 Notes purchased in the Tender Offer. The redemption of the Notes is subject to a Financing Condition and is also conditioned on less than $800 million aggregate principal amount of the 2024 Notes being validly tendered and accepted for payment in the Tender Offer. In the Company’s discretion, the redemption may not occur and the redemption notice may be rescinded in the event either such condition shall not have been satisfied by the redemption date. The Company may also, in its sole discretion, extend the Expiration Time.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell with respect to any securities. The Tender Offer is only being made pursuant to the terms of the Offer to Purchase. The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Company, the dealer manager, the information agent, the tender agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Tender Offer.

The Company has retained Wells Fargo Securities to act as sole dealer manager for the Tender Offer and D.F. King & Co., Inc. to act as information agent and tender agent for the Tender Offer. Requests for documents may be directed to D.F. King & Co., Inc. at (800) 859-8509 (toll free) or (212) 269-5550 (collect) or email six@dfking.com. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following website: www.dfking.com/six. Questions regarding the Tender Offer may be directed to Wells Fargo Securities at (866) 309-6316 (toll free) or (704) 410-4756 (collect) or email liabilitymanagement@wellsfargo.com."

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