Item 1.01 |
Entry into a Material Definitive Agreement |
On November 9, 2023 (the Effective Date), Cedar Fair, L.P. (the Company), together with certain of its wholly
owned subsidiaries as co-issuers, (together with the Company, the Co-Issuers), the guarantors named therein, and The Bank of New York Mellon, as trustee (the
Trustee), entered into supplemental indentures (the Supplemental Indentures) to the indentures (the Indentures) governing the Co-Issuers 5.375% Senior Notes due 2027
(the 2027 Notes), 5.250% Senior Notes due 2029 (the 2029 Notes), 5.500% Senior Secured Notes due 2025 (the 2025 Notes) and 6.500% Senior Notes due 2028 (the 2028 Notes and, together with the 2027
Notes, the 2029 Notes and the 2025 Notes, collectively, the Notes).
The Co-Issuers
entered into the Supplemental Indentures following receipt of the requisite consents from holders of the Notes pursuant to its previously announced consent solicitation (the Consent Solicitation) to amend certain provisions of the
Indentures, which expired at 5:00 p.m., New York City time on November 9, 2023. The Consent Solicitation was conducted in connection with the Companys previously announced agreement to merge (the Merger) with Six Flags
Entertainment Corporation, a Delaware corporation (Six Flags), pursuant to the Agreement and Plan of Merger, dated as of November 2, 2023 (the Merger Agreement). The Co-Issuers
solicited consents to enable the Co-Issuers to select November 2, 2023, the date the Merger Agreement was entered into, as the testing date for purposes of calculating, with respect to the Merger and
related transactions, any and all ratio tests under the Indentures (the Proposed Amendments).
The Supplemental Indentures
became effective upon execution thereof, but the Proposed Amendments will become operative only if the Co-Issuers make the consent payment pursuant to the Consent Solicitation upon or immediately prior to the
consummation of the Merger.
The foregoing description of the Supplemental Indentures is a summary and is qualified in its entirety by
reference to the Supplemental Indentures, which are attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4 and are incorporated by reference into this Item 1.01.
Item 7.01 |
Regulation FD Disclosure |
In connection with the Consent Solicitation, the Company issued a press release on November 9, 2023, announcing the expiration of the
Consent Solicitation, the receipt of the consents required to effect the Proposed Amendments and the entry into the Supplemental Indentures in connection therewith. A copy of such press release is furnished as Exhibit 99.1 attached hereto and is
incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into
any filings of the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filings.
Forward Looking Statements
This
communication contains certain 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 the Companys expectations, beliefs, goals, strategies regarding the future, the satisfaction of any conditions relating to the payment of the consent payment and the potential completion of the
Merger. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that the Company or Six Flags expects, believes or anticipates will or may occur in the future are
forward-looking statements. Words such as anticipate, believe, create, expect, future, guidance, intend, plan, potential, seek,
synergies, target, 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, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof.
These estimates, projections, and other forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such
statements.