UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
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 |
Name of each exchange on which registered | ||
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 2.01. | Completion of Acquisition or Disposition of Assets. |
On July 1, 2024 (the “Closing Date”), Cedar Fair, L.P. (the “Partnership”) 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 Partnership, Six Flags Entertainment Corporation (“Former Six Flags”), CopperSteel HoldCo, Inc. (“HoldCo”), and CopperSteel Merger Sub, LLC (“Copper Merger Sub”). Pursuant to the Merger Agreement, (i) Copper Merger Sub was merged with and into the Partnership (the “Cedar Fair First Merger”), with the Partnership continuing as the surviving entity (the “Cedar Fair Surviving Entity”) and a direct subsidiary of HoldCo, (ii) the Cedar Fair Surviving Entity was subsequently merged with and into HoldCo (the “Cedar Fair Second Merger” and together with the Cedar Fair First Merger, the “Cedar Fair Mergers”), with HoldCo continuing as the surviving corporation, and (iii) Former Six Flags merged with and into HoldCo (the “Six Flags Merger” and together with the Cedar Fair Mergers, the “Mergers”), with HoldCo continuing as the surviving corporation. Upon the consummation of the Mergers, the separate legal existences of Copper Merger Sub, the Partnership and Former Six Flags ceased, and HoldCo changed its name to “Six Flags Entertainment Corporation.” Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.
Upon completion of the Mergers, subject to certain exceptions, (i) each issued and outstanding unit of limited partnership interest in the Partnership, including limited partnership interests underlying depositary units representing limited partnership interests on deposit with the Depositary pursuant to the Deposit Agreement (each, a “Cedar Fair Unit” and collectively, the “Cedar Fair Units”) (excluding (a) units held in the treasury of the Partnership or owned by Cedar Fair Management, Inc., the general partner of the Partnership (the “General Partner”) and (b) any restricted Cedar Fair Units subject to time or service-based vesting conditions, granted under the Cedar Fair 2016 Omnibus Incentive Plan (which equity awards were converted into a number of restricted shares of HoldCo Common Stock based on the Cedar Fair Exchange Ratio, as further described below)), was converted into the right to receive one (1) share of common stock, par value $0.01 per share, of HoldCo (the “HoldCo Common Stock”) (the “Cedar Fair Exchange Ratio”), together with cash in lieu of fractional shares of HoldCo Common Stock, without interest and (ii) each issued and outstanding share of common stock, par value $0.025 per share of Former Six Flags (the “Former Six Flags Common Stock”) (excluding (a) any shares of Former Six Flags Common Stock held in treasury of Former Six Flags and (b) any restricted Former Six Flags Common Stock subject to vesting or other transfer restrictions, granted under the Former Six Flags Long Term Incentive Plan (which equity awards were converted into a number of restricted shares of HoldCo Common Stock based on the Former Six Flags Exchange Ratio, as further described below)) was converted into the right to receive 0.5800 shares of HoldCo Common Stock (the “Former Six Flags Exchange Ratio”), together with cash in lieu of fractional shares of HoldCo Common Stock, without interest.
As previously announced by Former Six Flags, on June 18, 2024, Former Six Flags declared a special dividend (the “Special Dividend”), payable to holders of record of Former Six Flags Common Stock as of the close of business one Business Day prior to the Closing Date, June 28, 2024, who hold their shares through the Closing Date, with a per share amount of $1.53, which is equal to (a) $1.00 plus (b) the product (rounded up to the nearest whole cent) of (i) the Former Six Flags Exchange Ratio and (ii) the aggregate amount of distributions per unit declared or paid by the Partnership with respect to a Cedar Fair Unit with a record date following November 2, 2023 and prior to the Closing Date, after giving effect to appropriate adjustments to reflect the Mergers, which distributions per Cedar Fair Unit were $0.90 in the aggregate. The payment of the Special Dividend is expected to be completed on or about July 8, 2024.
At the time the Cedar Fair First Merger became effective (the “Cedar Fair First Merger Effective Time”), each outstanding Partnership equity award (other than deferred Cedar Fair Units held by non-employee members of the board of directors of the General Partner) was converted into a corresponding award relating to shares of HoldCo Common Stock, with the number of shares of HoldCo Common Stock subject to such converted award based on the Cedar Fair Exchange Ratio. The converted Partnership equity awards remain outstanding and subject to the same terms and conditions applied under applicable plans and award agreements immediately prior to the Cedar Fair First Merger Effective Time, including vesting protections for qualifying terminations that occur within a period of 24 months following the Closing Date. Performance-based Partnership equity awards were converted based on the higher of target performance and actual performance or, in the case of awards related to any performance period that was not in progress as of the Closing Date, were converted based on target performance and will not be subject to future performance-based vesting conditions (but will remain subject to service-based vesting conditions). Any outstanding deferred Cedar Fair Units were settled at the First Cedar Fair Merger Effective Time in either cash or shares of HoldCo Common Stock in accordance with such terms.
The issued and outstanding Special LP Interests immediately prior to the Cedar Fair First Merger Effective Time were converted into the right to receive $5,290,500 in the aggregate (less any Special LP Interest amount paid prior to the Closing Date), without interest, with such aggregate amount payable to such holders thereof pro rata based on the holders’ relative capital accounts, and were automatically canceled, retired and cease to exist.
On the Closing Date, each Former Six Flags equity award was converted into a corresponding award relating to shares of HoldCo Common Stock, with the number of shares of HoldCo Common Stock subject to such converted award based on the Former Six Flags Exchange Ratio. The converted Former Six Flags equity awards remain outstanding and subject to the same terms and conditions as applied under the applicable plans and award agreements immediately prior to the Closing Date (except that (i) performance-based awards were converted based on the greater of target and actual performance and will not be subject to future performance-based vesting conditions (but will remain subject to service-based vesting conditions) and (ii) all converted awards are subject to vesting protections for qualifying terminations that occur within a period of 24 months following the Closing Date). Any outstanding Former Six Flags deferred share units were settled on the Closing Date in shares of HoldCo Common Stock based on the Former Six Flags Exchange Ratio. All Former Six Flags equity awards are eligible for payment of the Special Dividend; provided, that such amount will not be paid until such time as the underlying Former Six Flags equity award, as converted, becomes vested or settled pursuant to its terms (if at all).
The issuance of shares of HoldCo Common Stock in connection with the Mergers, as described above, was registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S–4 (File No. 333-276255), filed by HoldCo with the Securities and Exchange Commission (the “SEC”) and declared effective on January 31, 2024.
The description of the Merger Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. This summary is not intended to modify or supplement any factual disclosures about the Partnership, Former Six Flags or HoldCo, and should not be relied upon as disclosure about the Partnership, Former Six Flags or HoldCo without consideration of the periodic and current reports and statements that the Partnership, Former Six Flags and HoldCo have filed and may file with the SEC. The terms of the Merger Agreement govern the contractual rights and relationships, and allocate risks, among the parties in relation to the transactions contemplated by the Merger Agreement. In particular, the representations and warranties made by the parties to each other in the Merger Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations, correspondence between the parties and disclosure schedules to the Merger Agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
Prior to the Mergers, Cedar Fair Units were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and listed on the New York Stock Exchange (the “NYSE”). As a result of the Mergers, on July 1, 2024, the Partnership requested that the NYSE withdraw the Cedar Fair Units from listing on the NYSE and file a Form 25 with the SEC to report that the depositary units of Cedar Fair Units are no longer listed on the NYSE. The depositary units of Cedar Fair Units will be suspended from trading on the NYSE prior to the open of trading on July 2, 2024. Immediately following the consummation of the Mergers, HoldCo was renamed “Six Flags Entertainment Corporation.” Trading of HoldCo Common Stock on the NYSE will begin on July 2, 2024, under the ticker symbol “FUN”. In addition, HoldCo, as successor to the Partnership, will file with the SEC a Form 15 requesting that the reporting obligations of the Partnership under Sections 13 and 15(d) of the Exchange Act be suspended.
The information set forth in Item 2.01 is incorporated by reference herein.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth in Item 2.01 is incorporated by reference herein.
As a result of the Mergers, on the Closing Date, holders of Cedar Fair Units ceased to have any rights as unitholders in the Partnership (other than their rights, if any, to receive the Merger Consideration in accordance with the Merger Agreement as described above).
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in Item 2.01 is incorporated by reference herein.
On the Closing Date and as a result of the Mergers, Nina Barton, Louis Carr, Michelle McKinney Frymire, Daniel J. Hanrahan, Jennifer Mason, D. Scott Olivet, Carlos A. Ruisanchez and Richard A. Zimmerman resigned as members of the board of directors of the General Partner. None of the foregoing resignations were a result of any disagreement with the Partnership.
Additionally, on the Closing Date and as a result of the Mergers, each of Richard A. Zimmerman (President and Chief Executive Officer), Tim Fisher (Chief Operating Officer), Brian C. Witherow (Executive Vice President and Chief Financial Officer), Brian Nurse (Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary), David R. Hoffman (Senior Vice President and Chief Accounting Officer) and Monica Sauls (Senior Vice President and Chief Human Resources Officer) ceased to serve as officers of the General Partner.
| Item 7.01. | Regulation FD Disclosure. |
Following the consummation of the Mergers, on July 1, 2024, HoldCo, as the new combined company, issued a press release announcing the completion of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished. As such, the information (including Exhibit 99.1) contained herein shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01. | Other Events |
On the Closing Date and in connection with the Mergers, HoldCo, the subsidiaries of Former Six Flags that guarantee indebtedness under the HoldCo credit agreement, dated May 1, 2024, as amended (the “HoldCo Credit Agreement”) (collectively, the “Former Six Flags Subsidiary Guarantors”), Canada’s Wonderland Company (“Canada’s Wonderland”), Magnum Management Corporation (“Magnum Management”), Millennium (together with Canada’s Wonderland and Magnum Management, the “Cedar Fair Co-Issuers”), the other former subsidiaries of Cedar Fair that guarantee indebtedness under the HoldCo Credit Agreement (excluding the Cedar Fair Co-Issuers, collectively, the “Cedar Fair Subsidiary Guarantors” and, together with the Cedar Fair Co-Issuers, the “Cedar Fair Guarantors”) and The Bank of New York Mellon (“BNYM”), as trustee, entered into supplemental indentures (collectively, the “Supplemental Indentures”) to, (i) the indenture, dated as of April 13, 2017 (the “2027 Cedar Fair Indenture”), by and among the Partnership, the Cedar Fair Co-Issuers, each of the guarantors party thereto and BNYM, as trustee, (ii) the indenture, dated as of June 27, 2019 (the “2029 Cedar Fair Indenture”), by and among the Partnership, the Cedar Fair Co-Issuers, each of the guarantors party thereto and BNMY, as trustee, and (iii) the indenture, dated as of October 7, 2020 (the “2028 Cedar Fair Indenture” and, together with the 2027 Cedar Fair Indenture and 2029 Cedar Fair Indenture, the “Cedar Fair Indentures”), by and among the Partnership, the Cedar Fair Co-Issuers, each of the guarantors party thereto and BNYM, as trustee. Pursuant to the Supplemental Indentures, (a) HoldCo assumed all of Cedar Fair’s obligations under the Cedar Fair Indentures and the notes issued thereunder (collectively, the “Cedar Fair Notes”), and (b) each of the Former Six Flags Subsidiary Guarantors agreed to fully and unconditionally guarantee the Cedar Fair Notes.
In addition, on the Closing Date and in connection with the Mergers, (i) HoldCo assumed all of Former Six Flags’ obligations under its 6.625% Senior Secured Notes due 2032 (“2032 Secured Notes”), 7.00% Senior Secured Notes due 2025 (“2025 Secured Notes”), 4.875% Senior Notes due 2024, 5.500% Senior Notes due 2027 and 7.250% Senior Notes due 2031 and the related indentures (the “Former Six Flags Indentures”), (ii) each of the Cedar Fair Subsidiary Guarantors agreed to fully and unconditionally guarantee the notes issued under the Former Six Flags Indentures and (iii) each of the Cedar Fair Co-Issuers became a co-issuer of the 2032 Secured Notes and agreed to fully and unconditionally guarantee each other series of notes issued under the Former Six Flags Indentures, in each case by entering into certain supplemental indentures to the Former Six Flags Indentures.
In connection with the execution of the supplemental indentures for the 2032 Secured Notes and the 2025 Secured Notes, the Cedar Fair Guarantors entered into certain security agreements, pursuant to which the Cedar Fair Guarantors granted a first priority security interest in substantially all of their assets (subject to certain exceptions) to secure the 2032 Secured Notes and the 2025 Secured Notes.
The foregoing summary of the supplemental indentures is not intended to be complete and is qualified in its entirety by reference to the supplemental indentures, copies of which are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8 to this Current Report on Form 8-K and to HoldCo’s Current Report on Form 8-K, filed with the SEC on July 1, 2024, and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
+ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. HoldCo, as successor in interest to the Registrant, will furnish copies of any such schedules or exhibits to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Six Flags Entertainment Corporation, as successor in interest to the Registrant by merger, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SIX FLAGS ENTERTAINMENT CORPORATION | ||||||
| (as successor in interest to Cedar Fair, L.P.) | ||||||
| By: | /s/ Brian C. Witherow | |||||
| Name: | Brian C. Witherow | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| Date: July 1, 2024 | ||||||