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Six Flags Entertainment Corporation/NEW false 0001999001 0001999001 2026-01-06 2026-01-06
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): January 6, 2026

 

 

Six Flags Entertainment Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-42157   93-4097909

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

8701 Red Oak Blvd.

Charlotte, North Carolina 28217

(Address of Principal Executive Offices, including Zip Code)

(704) 414-4700

(Registrant’s Telephone Number, including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange
on which registered

Common Stock, par value $0.01 per share   FUN   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 7.01

Regulation FD Disclosure.

Senior Notes Offering

On January 6, 2026, Six Flags Entertainment Corporation (the “Company,” “we,” “us” or “Six Flags”) issued a press release announcing that it has commenced an offering (the “Offering”) of $1,000,000,000 aggregate principal amount of senior notes due 2032 (the “Notes”) in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

The proceeds from the Offering, together with cash on hand, will be used to fund the full redemption of the Company’s 5.375% Senior Notes due April 15, 2027 and 5.500% Senior Notes due April 15, 2027 (collectively, the “2027 Notes”) and to pay accrued and unpaid interest on the 2027 Notes, if any, to, but not including, the redemption date, and to pay fees and expenses in connection with the Offering and the redemption of the 2027 Notes. Concurrently with the commencement of the Offering, the Company issued notices of conditional full redemption (the “Notices”) to holders of the 2027 Notes to redeem the 2027 Notes in full (the “Redemptions”). The Redemptions are each conditioned upon the consummation of the Offering which shall result in aggregate gross proceeds to the Company of at least $1,000,000,000. There can be no assurances as to when and if the Offering will be completed or when and if such conditions will be satisfied and the Company may waive the conditions at its discretion.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes, the related guarantees or any other security, and shall not constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. Any offer, or solicitation to buy, if at all, will be made only by means of a confidential offering memorandum. In addition, this Current Report on Form 8-K does not constitute a notice of redemption of the 2027 Notes. Information concerning the terms and conditions of the Redemptions is described in the Notices distributed to holders of the 2027 Notes by the respective trustees under the indentures governing the 2027 Notes.

A copy of the press release announcing the Offering and the Redemptions is furnished as Exhibit 99.1 hereto. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 8.01

Other Events.

Pro Forma Financial Information

On July 1, 2024, legacy Six Flags Entertainment Corporation (“Former Six Flags”) and Cedar Fair, L.P. (“Cedar Fair”) closed the merger transactions contemplated by that certain Merger Agreement dated November 2, 2023 (the “Mergers”) to form the current Six Flags Entertainment Corporation. In connection with the Offering, the unaudited pro forma condensed combined statement of operations reflecting the Mergers and related transactions for the year ended December 31, 2024 and the notes relating thereto (the “Pro Forma Financial Information”) is attached hereto as Exhibit 99.2.

The Pro Forma Financial Information included in this Current Report on Form 8-K has been presented for informational purposes only and does not purport to represent the actual results that Former Six Flags and Cedar Fair would have achieved had the companies been combined during the periods presented and is not intended to project any future results of operations for the combined company.

 

 

2


Item 9.01

Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The Pro Forma Financial Information is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

(d) Exhibits

 

Exhibit

No.

   Document Description
99.1    Press release dated January 6, 2026.
99.2    Unaudited pro forma condensed combined statement of operations of Six Flags Entertainment Corporation for the year ended December 31, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Statement as to Forward-Looking Statements

Some of the statements contained in this Current Report on Form 8-K that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements as to our expectations, beliefs, goals and strategies regarding the future. Words such as “anticipate,” “believe,” “create,” “expect,” “future,” “guidance,” “intend,” “plan,” “potential,” “seek,” “synergies,” “target,” “objective,” “will,” “would,” similar expressions, and variations or negatives of these words identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. These forward-looking statements, including statements we make regarding the terms of the Offering, the use of proceeds therefrom and the satisfaction of any conditions relating to the Redemptions, may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct or that our growth and operational strategies will achieve the target results. Important risks and uncertainties that may cause such a difference and could adversely affect attendance at our parks, future financial performance and/or our growth strategies, and could cause actual results to differ materially from expectations or otherwise to fluctuate or decrease, include, but are not limited to: failure to realize the anticipated benefits of the Mergers, including difficulty in integrating the businesses of Former Six Flags and Cedar Fair; failure to realize the expected amount and timing of cost savings and operating synergies related to the Mergers; general economic, political and market conditions; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; adverse weather conditions; competition for consumer leisure time and spending or other changes in consumer behavior or sentiment for discretionary spending; unanticipated construction delays or increases in construction or supply costs; changes in capital investment plans and projects; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the our operations; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting us; acts of terrorism or outbreak of war, hostilities, civil unrest, and other political or security disturbances; and other factors or uncertainties described in Item 1A. of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2025 and the other filings made from time to time with the SEC.

We caution you that the important factors described in our Annual Report on Form 10-K and the other filings made from time to time with the SEC may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements included and incorporated by reference in this Current Report may not in fact occur. The information and statements included in this Current Report speak only as of the date of this Current Report, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

 

3


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SIX FLAGS ENTERTAINMENT CORPORATION
By:  

/s/ Brian C. Witherow

Name:   Brian C. Witherow
Title:   Chief Financial Officer

Date: January 6, 2026

 

4

EX-99.1 2 d78274dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

NEWS RELEASE

 

 

 

FOR IMMEDIATE RELEASE     Investor Contact: Michael Russell, 419.627.2233
https://investors.sixflags.com     Media Contact: Gary Rhodes, 704.249.6119

SIX FLAGS ANNOUNCES PRIVATE OFFERING OF $1.0 BILLION OF SENIOR NOTES AND REDEMPTIONS OF 2027 NOTES

CHARLOTTE, N.C. (Jan. 6, 2026) – Six Flags Entertainment Corporation (NYSE: FUN) (the “Company,” “Six Flags,” “we,” “us” or “our”), the largest regional amusement park operator in North America, today announced that the Company and its wholly-owned subsidiaries, Canada’s Wonderland Company (“Canada’s Wonderland”) and Millennium Operations LLC (“Millennium Operations” and, together with Canada’s Wonderland, the “Subsidiary Co-Issuers,” and, together with the Company, the “Co-Issuers”), intend to offer, subject to market conditions and other factors, $1.0 billion in aggregate principal amount of Senior Notes due 2032 (the “Notes”) in a private offering (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.

The Company intends to apply the net proceeds from the Offering, together with cash on hand, towards the full redemption (the “Redemptions”) of the Company’s 5.375% Senior Notes due April 15, 2027 and 5.500% Senior Notes due April 15, 2027 (collectively, the “2027 Notes”) and to pay accrued and unpaid interest on the 2027 Notes, if any, to, but not including, the redemption date, and to pay fees and expenses in connection with the Offering and the Redemptions. Concurrently with the commencement of the Offering, the Company issued notices of conditional full redemption to holders of the applicable 2027 Notes to redeem the respective 2027 Notes in full. The Redemptions are each conditioned upon the consummation of a financing, which may be satisfied by the Offering, resulting in aggregate gross proceeds to the Company of at least $1.0 billion. There can be no assurances as to when and if such conditions will be satisfied and the Company may waive the conditions at its discretion.

The Notes will be senior unsecured obligations of the Co-Issuers and will initially be fully and unconditionally guaranteed by all of the Company’s direct and indirect wholly-owned restricted subsidiaries (other than the Subsidiary Co-Issuers) that, as of immediately before the consummation of the Offering, are obligors under the Company’s credit agreement.

The Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain persons outside of the United States pursuant to Regulation S under the Securities Act.

 

 

 

Six Flags Entertainment Corporation – 8701 Red Oak Boulevard, Charlotte, NC 28217 – Phone: 704.414.4700


SIX FLAGS ANNOUNCES PRIVATE OFFERING OF $1.0 BILLION OF SENIOR NOTES AND REDEMPTIONS OF 2027 NOTES

Jan. 6, 2026

Page 2

 

The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum. In addition, this press release does not constitute a notice of redemption of the 2027 Notes. Information concerning the terms and conditions of the Redemptions is described in the notices of conditional full redemption distributed to holders of the 2027 Notes by the respective trustees under the indentures governing the 2027 Notes.

SIX FLAGS ENTERTAINMENT CORPORATION

Six Flags Entertainment Corporation (NYSE: FUN) is North America’s largest regional amusement-resort operator with 26 amusement parks, 15 water parks and nine resort properties across 16 states in the U.S., Canada and Mexico. The Company also manages an amusement park in Saudi Arabia. Focused on its purpose of making people happy, Six Flags provides fun, immersive and memorable experiences to millions of guests every year with world-class coasters, themed rides, thrilling water parks, resorts and a portfolio of beloved intellectual property such as Looney Tunes®, DC Comics® and PEANUTS®.

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this news release that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements as to our expectations, beliefs, goals and strategies regarding the future. Words such as “anticipate,” “believe,” “create,” “expect,” “future,” “guidance,” “intend,” “plan,” “potential,” “seek,” “synergies,” “target,” “objective,” “will,” “would,” similar expressions, and variations or negatives of these words identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. These forward-looking statements, including statements we make regarding the terms of the Offering, the use of proceeds therefrom and the satisfaction of any conditions relating to the Redemptions, may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct, or that our growth and operational strategies will achieve the target results.

 

 

Six Flags Entertainment Corporation – 8701 Red Oak Boulevard, Charlotte, NC 28217 – Phone: 704.414.4700


SIX FLAGS ANNOUNCES PRIVATE OFFERING OF $1.0 BILLION OF SENIOR NOTES AND REDEMPTIONS OF 2027 NOTES

Jan. 6, 2026

Page 3

 

Important risks and uncertainties that may cause such a difference and could adversely affect attendance at our parks, our future financial performance, and/or our growth strategies, and could cause actual results to differ materially from our expectations or otherwise to fluctuate or decrease, include, but are not limited to: failure to realize the anticipated benefits of the merger, including difficulty in integrating the businesses of legacy Six Flags and legacy Cedar Fair; failure to realize the expected amount and timing of cost savings and operating synergies related to the merger; adverse weather conditions; general economic, political and market conditions; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; competition for consumer leisure time and spending or other changes in consumer behavior or sentiment for discretionary spending; unanticipated construction delays or increases in construction or supply costs; changes in capital investment plans and projects; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of our operations; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting us; acts of terrorism or outbreak of war, hostilities, civil unrest, and other political or security disturbances; and other risks and uncertainties we discuss under the heading “Risk Factors” within our Annual Report on Form 10-K and in the other filings we make from time to time with the Securities and Exchange Commission. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this document and are based on information currently and reasonably known to us. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after publication of this news release.

# # #

This news release and prior releases are available under the News tab at https://investors.sixflags.com

 

 

Six Flags Entertainment Corporation – 8701 Red Oak Boulevard, Charlotte, NC 28217 – Phone: 704.414.4700

EX-99.2 3 d78274dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

Unaudited Pro Forma Condensed Combined Financial Information

Introduction

On July 1, 2024 (the “Closing Date”), Six Flags Entertainment Corporation (the “Company” or “Six Flags”) completed the previously announced merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of November 2, 2023 (the “Merger Agreement”), by and among the Company (then, CopperSteel HoldCo, Inc.), Cedar Fair L.P. (“Cedar Fair”), Six Flags Entertainment Corporation (“Former Six Flags”), and CopperSteel Merger Sub, LLC (“Copper Merger Sub”). Pursuant to the Merger Agreement, (i) Copper Merger Sub merged with and into Cedar Fair (the “Cedar Fair First Merger”), with Cedar Fair continuing as the surviving entity (the “Cedar Fair Surviving Entity”) and a direct subsidiary of the Company, (ii) the Cedar Fair Surviving Entity subsequently merged with and into the Company (together with the Cedar Fair First Merger, the “Cedar Fair Mergers”), with the Company continuing as the surviving corporation, and (iii) Former Six Flags merged with and into the Company (the “Six Flags Merger” and, together with the Cedar Fair Mergers, the “Mergers”), with the Company continuing as the surviving corporation. Upon the consummation of the Mergers, the separate legal existences of each of Copper Merger Sub, Cedar Fair and Former Six Flags ceased, and the Company changed its name to “Six Flags Entertainment Corporation”. The Company’s common stock trades on the New York Stock Exchange under the ticker symbol “FUN”. For further details of the Mergers, refer to the Company’s Registration Statement on Form S-4/A initially filed on December 22, 2023 and declared effective by the Securities and Exchange Commission on January 31, 2024, as well as the Current Report on Form 8-K filed July 1, 2024 and related amendment filed September 16, 2024.

On May 1, 2024, Cedar Fair entered into that certain Credit Agreement, by and among, inter alios, Cedar Fair, the other borrowers party thereto, the guarantors party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “Credit Agreement”), providing for (A) a term loan facility in an initial aggregate principal amount of $1,000 million (the “Term Loan B Facility”); and (B) a $300 million revolving loan facility (the “Cedar Fair Revolving Facility”).

On the Closing Date, upon the consummation of the Mergers, the Company entered into that certain First Amendment and Incremental Assumption Agreement and, among other things, assumed all obligations of Cedar Fair under the Credit Agreement, including, but not limited to, obligations in respect of the Term Loan B Facility, and the Cedar Fair Revolving Facility was replaced in full by a new revolving facility with aggregate commitments of up to $850 million (the “Revolving Facility”).

The following unaudited pro forma condensed combined financial information has been adjusted to reflect (i) the completion of the Mergers and the related conversion of (x) the limited partnership interests in Cedar Fair into the right to receive the common stock of Six Flags (and associated income tax effects) and (y) the shares of common stock of Former Six Flags into the right to receive the common stock of Six Flags, (ii) borrowings under the Term Loan B Facility and the Revolving Facility and the application of the proceeds thereof in connection with the Mergers, and (iii) the repayment of $165 million aggregate principal amount of 7.000% senior secured notes due 2025, issued in April 2020 by Former Six Flags’ subsidiary Six Flags Theme Parks Inc. (the “Former Six Flags 2025 Senior Notes”) immediately prior to the Mergers (collectively, the “Transactions”).

The Mergers were accounted for as a business combination using the acquisition method of accounting, with Cedar Fair as the accounting acquirer. The unaudited pro forma condensed combined financial information has been prepared to reflect transaction accounting adjustments to Six Flags’ Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2024, as if the Transactions occurred on January 1, 2024.

Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what Six Flags’ results of operations would have been had the Transactions occurred on the date indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of Six Flags. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.


Unaudited Pro Forma Condensed Combined Statement of Operations

For the Period ended December 31, 2024

(In Thousands, except per unit and per share data)

 

    12 Months ended December 31, 2024     6 Months ended June 30, 2024                  
    Six Flags Entertainment Corporation
(Six Flags)
    Six Flags Entertainment
Corporation (Former Six Flags)
    Transaction Accounting
Adjustments
        Pro Forma Combined  
            —   

Net revenues:

         

Admissions

  $ 1,403,932     $ 322,702     $ —        $ 1,726,634  

Food, merchandise and games

    898,175       196,819       —          1,094,994  

Accommodations, extra-charge products and other

    406,819       56,524       —          463,343  
 

 

 

   

 

 

   

 

 

     

 

 

 
    2,708,926       576,044       —          3,284,970  

Costs and expenses:

         

Cost of food, merchandise, and games revenues

    232,556       45,700       —          278,256  

Operating expenses

    1,376,061       339,269       (1,017   G     1,716,833  
        2,520     C  

Selling, general and administrative

    411,164       67,613       8,946     B     487,723  

Depreciation and amortization

    318,113       58,121       87,868     A     464,102  

Loss on retirement of fixed assets, net

    18,064       7,840           25,904  

Loss on impairment of goodwill

    42,462       —            42,462  
 

 

 

   

 

 

   

 

 

     

 

 

 
    2,398,420       518,543       98,317         3,015,280  
 

 

 

   

 

 

   

 

 

     

 

 

 

Operating income

    310,506       57,501       (98,317       269,690  

Interest expense, net

    234,770       82,593       12,434     F     314,909  
        392     F  
        (1,295   F  
        (13,985   F  

Loss on early debt extinguishment

    7,974       2,736       —          10,710  

Other expense

    33,584       4,674       —          38,258  
 

 

 

   

 

 

   

 

 

     

 

 

 

Loss before taxes

    34,178       (32,502     (95,863       (94,187

Provision for taxes

    240,843       (8,402     (21,125   D     188,705  
        (22,611   E  
 

 

 

   

 

 

   

 

 

     

 

 

 

Net loss

  $ (206,665   $ (24,100   $ (52,127     $ (282,892

Net income attributable to non-controlling interests

    24,499       24,499       —          48,998  
 

 

 

   

 

 

   

 

 

     

 

 

 

Net loss attributable to Six Flags Entertainment Corporation

  $ (231,164   $ (48,599   $ (52,127     $ (331,890
 

 

 

   

 

 

   

 

 

     

 

 

 

Weighted average shares of common stock / LP units outstanding

         

Basic

    75,256       84,229       —          100,368  

Diluted

    75,256       84,229           100,368  

Net loss per share of common stock / LP unit - basic

  $ (3.22     (0.58     —        $ (3.42

Net loss per share of common stock / LP unit - diluted

  $ (3.22     (0.58     —        $ (3.42


Notes To Unaudited Pro Forma Condensed Combined Financial Information

Note 1. Basis of Presentation

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 was prepared in accordance with Article 11 of Regulation S-X and incorporates the acquisition method of accounting in accordance with United States generally accepted accounting principles. Certain transaction accounting adjustments have been computed in order to show the effects of the Transactions.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 was prepared based on (i) the Six Flags Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2024 (refer to the Company’s Form 10-K as filed on March 3, 2025) which reflects Cedar Fair’s pre-Mergers results for periods prior to the Closing Date and Six Flags’ post-Mergers results from July 1, 2024 through December 31, 2024, and (ii) the historical unaudited consolidated statement of operations of Former Six Flags for the six months ended June 30, 2024.

Tax-related adjustments as reflected in the unaudited pro forma condensed combined financial information are based upon an estimated blended statutory tax rate of 25.3%. The estimated blended statutory tax rate used will likely vary from the actual effective tax rates in periods as of and subsequent to the completion of the Transactions.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result or have resulted from the Mergers or integration costs that may be or have been incurred. There were no material transactions between Cedar Fair and Former Six Flags prior to the Closing Date.

Note 2. Accounting policies and reclassification adjustments

The accounting policies of the Company are of the accounting acquirer, Cedar Fair. In order to best align Former Six Flags’ accounting policies to those of the Company, the following accounting policies and reclassification adjustments were made to the historical unaudited consolidated statement of operations of Former Six Flags for the six months ended June 30, 2024:

 

(in thousands, except per share amounts)

 

Cedar Fair, L.P.

  

Six Flags

Entertainment

Corporation
(Former Six Flags)

   Six Flags
Entertainment
Corporation
(Former Six Flags)
Historical
     Reclassification
Adjustments
    Notes      Six Flags
Entertainment
Corporation
(Former Six
Flags)
(Historical
Adjusted)
 

Admissions

   Park admissions      299,031        23,671      
(a),
(b)
 
 
     322,702  

Food, merchandise and games

   Park food, merchandise and other      249,677        (52,858    
(a),
(b)
 
 
     196,819  

Accommodations, extra-charge products and other

   Sponsorship, international agreements and accommodations      23,076        33,448       (a)        56,524  

Cost of food, merchandise, and games revenues

   Cost of products sold      45,632        68       (b)        45,700  

Operating expenses

   Operating expenses      299,785        39,484       (b)        339,269  

Selling, general and administrative

   Selling, general and administrative expenses      102,905        (35,292     (b)        67,613  

 

  (a)

Reflects reclassification between revenue line items to conform with the presentation of Cedar Fair’s financial statements.


  (b)

Reflects reclassification between line items within operating income to conform with the presentation of Cedar Fair’s financial statements.

Note 3. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations  

 

  (A)

Adjustment reflects a net increase in depreciation expense of $87.9 million related to the fair value step-up of acquired property and equipment.

 

  (B)

Adjustment reflects a net increase in share-based compensation expense of $8.9 million related to various Former Six Flags equity awards which were converted and replaced in conjunction with the Mergers.

 

  (C)

Reflects recognition of an additional $2.5 million in operating expenses related to maintenance parts to conform Former Six Flags accounting policies to those of Cedar Fair.

 

  (D)

Reflects the removal of the Cedar Fair partnership tax provision and the recording of corporate tax provision on the income of the partnership using the estimated blended statutory tax rate.

 

  (E)

Reflects estimated income tax effect related to the transaction accounting adjustments.

 

  (F)

Represents a net reduction to interest expense of $2.5 million for the year ended December 31, 2024, which includes (i) $12.4 million in new interest expense and amortization of deferred issuance costs on the Revolving Facility, (ii) $0.4 million in amortization of the consent payment to Cedar Fair bondholders in connection with the Mergers, (iii) a reduction of $1.3 million related to amortization of fair value adjustment on acquired Former Six Flags debt, and (iv) a $14.0 million elimination of historical interest expense and amortization of debt issuance costs on Former Six Flag’s revolving credit facility, which was refinanced in connection with the Mergers, and Former Six Flags 2025 Senior Notes.

 

  (G)

Adjustment reflects a reduction in lease expense of $1.0 million, due to remeasurement of acquired lease agreements.

Note 4. Unaudited Pro Forma Earnings Per Share 

The following table sets forth the computation of pro forma basic and diluted earnings per share for the 12-months ended December 31, 2024.

 

(in thousands, except per share)    For the Twelve
Months Ended
December 31, 2024
 

Numerator:

  

Net loss attributable to Six Flags Entertainment Corporation

   $ (331,890

Deemed dividend upon exercise of the End-of-Term Option of SFOG1

     (11,019
  

 

 

 

Net loss attributable to Six Flags Entertainment Corporation for EPS

     (342,909

Denominator:

  

Weighted average shares of common stock / LP units outstanding (basic and diluted)

     100,368  

Net loss per share of common stock / LP unit (basic and diluted)

   $ (3.42

 

For purposes of calculating the basic and diluted earnings per share, net loss attributable to Six Flags Entertainment Corporation for the year ended December 31, 2024 was adjusted for the deemed dividend that was recorded following the notification by the Company on December 17, 2024 of its intent to exercise its option to require the redemption in January 2027 of all the limited partnership units that the Company does not then own in the partnership that holds Six Flags Over Georgia and Six Flags White Water Atlanta (collectively, “SFOG”).