M&A - Six Flags Entertainment Corporation/NEW

Form Type: DEF 14A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000119312525116917

Filing Summary: This proxy statement is issued for the 2025 Annual Meeting of Stockholders of Six Flags Entertainment Corporation scheduled for June 25, 2025. Key proposals include the election of four Class I directors, the confirmation of Deloitte & Touche LLP as the independent registered public accounting firm, an advisory approval of named executive officer compensation, and a vote regarding the frequency of stockholder advisory votes on executive compensation. A merger occurred on July 1, 2024, between legacy Cedar Fair and legacy Six Flags, impacting governance and board structure. The average age of directors is 60.1 years with a diverse skill set focused on leadership, finance, and strategic oversight. Stockholders as of April 28, 2025, may vote on these proposals, and digital participation is encouraged as the meeting will be held virtually.

Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000199900125000103

Filing Summary: On July 1, 2024, Six Flags Entertainment Corporation completed a merger of equals transaction that included Cedar Fair, L.P. and Former Six Flags. The transaction was structured under a Merger Agreement dated November 2, 2023, involving a two-step merger where Copper Merger Sub was first merged into Cedar Fair, making it a subsidiary of the Combined Company. This step was followed by the merger of Cedar Fair into the Combined Company and lastly, the merger of Former Six Flags into the Combined Company. With these consolidations, the separate legal entities ceased to exist, and the Combined Company operates under the name Six Flags Entertainment Corporation, trading under the ticker 'FUN'. Financial results prior to the merger reflect only Cedar Fair's performance, while results post-merger will include data from Former Six Flags.

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000119312524284176

Filing Summary: On December 17, 2024, Six Flags, Inc., a wholly-owned subsidiary of Six Flags Entertainment Corporation, notified SFOG Acquisition B, L.L.C. of the exercise of an end-of-term option under the Overall Agreement signed on February 15, 1997. This notice pertains to Six Flags Over Georgia and directs the Georgia Purchaser to require the Fund to redeem all limited partnership units of the Fund not owned by affiliates of Six Flags by January 12, 2027. The redemption price is based on the partnership's previously agreed value, which was $250 million, adjusted according to the Consumer Price Index (CPI) since the agreement's inception. As of December 31, 2023, this adjusted value was $483.5 million, with $332.6 million owed to the limited partner of SFOG for the end-of-term option. Further adjustments will continue until acquisition occurs.