Six Flags Entertainment Corporation (NYSE:SIX) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement

Issuance of Senior Notes due 2024 and Senior Notes
due 2027

On April13, 2017 (the Closing Date), Six Flags Entertainment
Corporation (the Issuer) issued $700,000,000 of its 4.875% Senior
Notes due 2024 (the New 2024 Notes) and $500,000,000 of its
5.500% Senior Notes due 2027 (the 2027 Notes and, together with
the New 2024 Notes, the Notes). The offering and sale of the
Notes were made only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as
amended (the Securities Act), or, outside the United States, to
persons other than U.S. persons in compliance with Regulation S
under the Securities Act. The New 2024 Notes were issued as
additional notes under an existing indenture (the 2024 Notes
Indenture), dated as of June16, 2016, by and among the Issuer,
each of the guarantors party thereto and U.S. Bank National
Association, as trustee (the Trustee). On June16, 2016, the
Issuer previously issued $300,000,000 aggregate principal amount
of its 4.875% senior notes due 2024 (the Existing 2024 Notes and,
together with the New 2024 Notes, the 2024 Notes) under the 2024
Notes Indenture. The New 2024 Notes have identical terms, other
than the issue date, the issue price and the first interest
payment date, and constitute part of the same series as the
Existing 2024 Notes. Interest on the New 2024 Notes accrues at a
rate of 4.875% and is payable in cash semi-annually, in arrears,
on January31 and July31 of each year, beginning on July31, 2017.
The New 2024 Notes will mature on July31, 2024.

A portion of the net proceeds from the issuance of the Notes will
be used to redeem any and all of the Issuers outstanding 5.250%
Senior Notes due 2021 (the 2021 Notes) and to satisfy and
discharge the indenture governing the 2021 Notes, including to
pay accrued and unpaid interest to the redemption date and the
related redemption premium on the 2021 Notes, and to pay related
fees and expenses. The remaining net proceeds will be used for
general corporate and working capital purposes, which the Issuer
expects to primarily include repurchases of its common stock from
time to time, subject to compliance with its financing
agreements, and to the extent it does not use such net proceeds
for those purposes, the Issuer may use such amounts for strategic
initiatives that it may undertake from time to time.

2027 Notes Indenture

The 2027 Notes were issued to an indenture, dated as of April13,
2017 (the 2027 Notes Indenture), among the Issuer, each of the
guarantors party thereto and the Trustee.

Interest and Maturity

The 2027 Notes will accrue interest at a rate of 5.500%per annum,
payable in cash semi-annually, in arrears, on April15 and
October15 of each year, beginning on October15, 2017. The 2027
Notes will mature on April15, 2027.

Guarantees, Security and Ranking

The 2027 Notes are guaranteed on a senior unsecured basis by the
Issuers subsidiaries that guarantee indebtedness under the
Issuers senior secured credit facility (the Guarantors). The 2027
Notes are the Issuers and the Guarantors senior unsecured
obligations. The 2027 Notes and the guarantees rank equally in
right of payment with all of the Issuers and the Guarantors
senior unsecured debt. The 2027 Notes and the guarantees rank
effectively junior to all of the Issuers and the Guarantors
secured obligations to the extent of the value of the collateral
securing such obligations, including the obligations of the
Issuer and the Guarantors to their guarantees or borrowings under
the Issuers senior secured credit facility. The 2027 Notes and
the guarantees rank senior in right of payment to any of the
Issuers and the Guarantors future indebtedness that is expressly
subordinated to the 2027 Notes or guarantees. The 2027 Notes and
the guarantees rank structurally junior to all debt and other
liabilities of the Issuers subsidiaries that are not Guarantors
of the 2027 Notes.

Redemption

The Issuer may redeem some or all of the 2027 Notes on or after
April15, 2022 at the redemption prices set forth in the 2027
Notes Indenture plus accrued and unpaid interest, if any, to the
date of redemption. Prior to April15, 2022, the Issuer may redeem
up to 35.0% of the aggregate principal amount of the 2027 Notes
at a redemption price equal to 105.5%, together with accrued and
unpaid interest, if any, to, but not including, the date of
redemption, with the net cash proceeds of certain equity
offerings. In addition, the Issuer may, at its option, redeem
some or all of the 2027 Notes prior to April15, 2022, by paying a
make-whole premium, plus accrued and unpaid interest, if any, to,
but not including, the date of redemption. If the Issuer
experiences certain change of control events, holders of the 2027
Notes may require it to repurchase all or part of their 2027
Notes at 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the repurchase date.

Restrictive Covenants

The 2027 Notes Indenture contains restrictive covenants that
limit the ability of the Issuer and the Issuers restricted
subsidiaries to, among other things: incur additional debt or
issue preferred stock; create liens; create restrictions on the
Issuers subsidiaries ability to make payments to the Issuer; pay
dividends and make other distributions in respect of the Issuers
and its restricted subsidiaries capital stock; redeem or
repurchase the Issuers capital stock or prepay subordinated
indebtedness; make certain investments or certain other
restricted payments; guarantee indebtedness; designate
unrestricted subsidiaries; sell certain kinds of assets; enter
into certain types of transactions with affiliates; and effect
mergers or consolidations. These covenants are subject to
important exceptions and qualifications set forth in the 2027
Notes Indenture. Certain of these covenants will be suspended if
the 2027 Notes are assigned an investment grade rating from any
two of Fitch Ratings, Inc., Standard Poors Rating Services and
Moodys Investors Service, Inc. and no default has occurred and is
continuing.

The Notes and the related guarantees have not been and will not
be 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 registration requirements of the Securities
Act and applicable state securities or blue sky laws and foreign
securities laws.

The foregoing description of the 2024 Notes Indenture, the 2024
Notes, the 2027 Notes Indenture and the 2027 Notes are qualified
in their entirety by reference to the complete text of the
agreements filed, respectively, as Exhibits 4.1 and 4.2 to the
Issuers Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on June17, 2016, and Exhibits 4.3
and 4.4 hereto, and are incorporated by reference herein.

Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information included in Item1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item2.03.

Item8.01 Other Events

On April13, 2017, the Issuer issued a press release announcing
the closing of the offering of the Notes, the results of the
Issuers tender offer at the early tender expiration of 5:00 p.m.,
New York City time, on April12, 2017 and the termination of the
tender offer. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

About Six Flags Entertainment Corporation (NYSE:SIX)

Six Flags Entertainment Corporation (Six Flags) is a regional theme park operator. The Company operates in the theme parks segment. The Company operates approximately 20 regional theme and water parks. Its parks occupy approximately 4,500 acres of land, and it owns approximately 800 acres of other developable land. Its parks are located in geographically diverse markets across North America. Its parks offer a selection of thrill rides, water attractions, themed areas, concerts and shows, restaurants, game venues and retail outlets. Its parks offer approximately 830 rides, including over 130 roller coasters. The Company’s parks include Six Flags America, Six Flags Discovery Kingdom, Six Flags Fiesta Texas, Six Flags Great Adventure & Safari/ Six Flags Hurricane Harbor, Six Flags Great America, Six Flags St. Louis, Six Flags Magic Mountain/ Six Flags Hurricane Harbor, Six Flags Mexico and Six Flags New England.

Six Flags Entertainment Corporation (NYSE:SIX) Recent Trading Information

Six Flags Entertainment Corporation (NYSE:SIX) closed its last trading session up +0.41 at 58.01 with 633,973 shares trading hands.