Six Flags Entertainment Corporation (NYSE:SIX) Files An 8-K Regulation FD Disclosure
Item 7.01
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Regulation FD Disclosure.
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On March 30, 2017, Six Flags Entertainment Corporation (the
Company) issued a press release announcing that it is seeking to
issue an aggregate of up to $1.2 billion in a private offering of
senior unsecured notes (the Notes). The Notes will be guaranteed
on a senior unsecured basis by the Companys subsidiaries that
guarantee indebtedness under the Companys senior secured credit
facility. A copy of the press release relating to the Notes
offering is furnished as Exhibit 99.1 hereto.
Company) issued a press release announcing that it is seeking to
issue an aggregate of up to $1.2 billion in a private offering of
senior unsecured notes (the Notes). The Notes will be guaranteed
on a senior unsecured basis by the Companys subsidiaries that
guarantee indebtedness under the Companys senior secured credit
facility. A copy of the press release relating to the Notes
offering is furnished as Exhibit 99.1 hereto.
The Company intends to use a portion of the net proceeds from the
Notes offering to repurchase any and all of the outstanding 5.25%
Senior Notes due 2021 (the 2021 Notes) of the Company in the
Tender Offer (as defined below) and, if the Tender Offer is not
consummated, or if less than all of the outstanding 2021 Notes
are repurchased in the Tender Offer, to fund the redemption of
any 2021 Notes that remain outstanding, to pay tender and
redemption premiums on the 2021 Notes, as applicable, and to pay
related fees and expenses. The remaining net proceeds will be
used for general corporate purposes, including to fund
repurchases of the Companys common stock from time to time,
subject to compliance with its financing arrangements, and
transaction expenses.
Notes offering to repurchase any and all of the outstanding 5.25%
Senior Notes due 2021 (the 2021 Notes) of the Company in the
Tender Offer (as defined below) and, if the Tender Offer is not
consummated, or if less than all of the outstanding 2021 Notes
are repurchased in the Tender Offer, to fund the redemption of
any 2021 Notes that remain outstanding, to pay tender and
redemption premiums on the 2021 Notes, as applicable, and to pay
related fees and expenses. The remaining net proceeds will be
used for general corporate purposes, including to fund
repurchases of the Companys common stock from time to time,
subject to compliance with its financing arrangements, and
transaction expenses.
The Notes will be offered to qualified institutional buyers to
Rule 144A under the Securities Act of 1933, as amended (the
Securities Act), and to certain persons outside of the United
States to Regulation S under the Securities Act. 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. The information contained in this
Current Report on Form 8-K, including the exhibits hereto, is
neither an offer to sell nor a solicitation of an offer to
purchase any of the Notes or any other securities of the Company.
Rule 144A under the Securities Act of 1933, as amended (the
Securities Act), and to certain persons outside of the United
States to Regulation S under the Securities Act. 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. The information contained in this
Current Report on Form 8-K, including the exhibits hereto, is
neither an offer to sell nor a solicitation of an offer to
purchase any of the Notes or any other securities of the Company.
On March 30, 2017, the Company announced that it has commenced a
cash tender offer (the Tender Offer), subject to certain
significant terms and conditions, for any and all of the
outstanding 2021 Notes. In connection with the Tender Offer, the
Company is also seeking consents to eliminate substantially all
of the restrictive covenants in the indenture governing the 2021
Notes as described in the Offer to Purchase and Consent
Solicitation Statement dated March 30, 2017. The Tender Offer is
scheduled to expire at 11:59 p.m., New York City time, on April
26, 2017, subject to the Companys right to extend the Tender
Offer, with an early tender deadline of 5:00 p.m., New York City
time, on April 12, 2017. Concurrently with the commencement of
the Tender Offer, the Company issued a conditional notice of
redemption providing for the redemption of all of the outstanding
2021 Notes at a redemption price of 102.625%, plus accrued and
unpaid interest, if any, to, through April 28, 2017. The closing
of the Tender Offer and the redemption are conditioned on, among
other things, the satisfaction or waiver of certain conditions,
including, among other things, the Company having obtained
sufficient funds to repurchase or redeem any and all of the
outstanding 2021 Notes. The Notes offering is not conditioned
upon the consummation of the Tender Offer. A copy of the press
release relating to the Tender Offer and redemption is furnished
as Exhibit 99.2 hereto.
cash tender offer (the Tender Offer), subject to certain
significant terms and conditions, for any and all of the
outstanding 2021 Notes. In connection with the Tender Offer, the
Company is also seeking consents to eliminate substantially all
of the restrictive covenants in the indenture governing the 2021
Notes as described in the Offer to Purchase and Consent
Solicitation Statement dated March 30, 2017. The Tender Offer is
scheduled to expire at 11:59 p.m., New York City time, on April
26, 2017, subject to the Companys right to extend the Tender
Offer, with an early tender deadline of 5:00 p.m., New York City
time, on April 12, 2017. Concurrently with the commencement of
the Tender Offer, the Company issued a conditional notice of
redemption providing for the redemption of all of the outstanding
2021 Notes at a redemption price of 102.625%, plus accrued and
unpaid interest, if any, to, through April 28, 2017. The closing
of the Tender Offer and the redemption are conditioned on, among
other things, the satisfaction or waiver of certain conditions,
including, among other things, the Company having obtained
sufficient funds to repurchase or redeem any and all of the
outstanding 2021 Notes. The Notes offering is not conditioned
upon the consummation of the Tender Offer. A copy of the press
release relating to the Tender Offer and redemption is furnished
as Exhibit 99.2 hereto.
The information contained in Item 7.01 of this Current Report on
Form 8-K (including Exhibit 99.1 and Exhibit 99.2) is being
furnished and shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section. The
information contained in Item 7.01 of this Current Report on Form
8-K shall not be incorporated by reference into any registration
statement or other document to the Securities Act, except as
shall be expressly set forth by specific reference in any such
filing.
Form 8-K (including Exhibit 99.1 and Exhibit 99.2) is being
furnished and shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section. The
information contained in Item 7.01 of this Current Report on Form
8-K shall not be incorporated by reference into any registration
statement or other document to the Securities Act, except as
shall be expressly set forth by specific reference in any such
filing.
Cautionary Information Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of federal securities laws.
Statements relating to, among other things, the offering of the
Notes, the consummation of the Tender Offer, potential changes in
market conditions, and the use of any proceeds constitute
forward-looking statements. For a description of factors that may
cause the Companys actual results, performance or expectations to
differ from any forward-looking statements, please review the
information under the heading Risk Factors included in Item 1A of
the Companys 2016 Annual Report on Form 10-K, filed with the
Securities and Exchange Commission (the SEC) on February 23,
2017, and other documents of the Company on file with or
furnished to the SEC. Any forward-looking statements made in this
Current Report on Form 8-K are qualified by these cautionary
statements, and there can be no assurance that the actual results
or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected
consequences to, or effects on, the Company or its business or
operations. Except as required by law, the Company undertakes no
obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future
developments or otherwise. Actual outcomes and results may differ
materially from what is expressed, implied or forecasted by the
Companys forward-looking statements.
statements within the meaning of federal securities laws.
Statements relating to, among other things, the offering of the
Notes, the consummation of the Tender Offer, potential changes in
market conditions, and the use of any proceeds constitute
forward-looking statements. For a description of factors that may
cause the Companys actual results, performance or expectations to
differ from any forward-looking statements, please review the
information under the heading Risk Factors included in Item 1A of
the Companys 2016 Annual Report on Form 10-K, filed with the
Securities and Exchange Commission (the SEC) on February 23,
2017, and other documents of the Company on file with or
furnished to the SEC. Any forward-looking statements made in this
Current Report on Form 8-K are qualified by these cautionary
statements, and there can be no assurance that the actual results
or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected
consequences to, or effects on, the Company or its business or
operations. Except as required by law, the Company undertakes no
obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future
developments or otherwise. Actual outcomes and results may differ
materially from what is expressed, implied or forecasted by the
Companys forward-looking statements.
Item 8.01 Other Events.
On March 30, 2017, the Company announced that its Board of
Directors has approved a stock repurchase plan that allows the
Company to repurchase an incremental $500 million of its common
stock. The amount of shares of common stock authorized to be
repurchased under the plan is in addition to the amount
remaining under the Companys existing stock repurchase plan.
Since February 2011, the Company has repurchased more than $1.5
billion of its common stock and has approximately $342 million
of remaining availability under its existing stock repurchase
plan. Repurchases under the plan will be made from time to
time, subject to the Companys financing agreements, and may
take place in the open market or privately negotiated
transactions.
Directors has approved a stock repurchase plan that allows the
Company to repurchase an incremental $500 million of its common
stock. The amount of shares of common stock authorized to be
repurchased under the plan is in addition to the amount
remaining under the Companys existing stock repurchase plan.
Since February 2011, the Company has repurchased more than $1.5
billion of its common stock and has approximately $342 million
of remaining availability under its existing stock repurchase
plan. Repurchases under the plan will be made from time to
time, subject to the Companys financing agreements, and may
take place in the open market or privately negotiated
transactions.
On March 30, 2017, the Company also announced that it has
completed an analysis of the costs and benefits of pursuing a
spin-off of its real estate assets into a REIT and determined
that it would not be in the best interests of its shareholders
to proceed with such a transaction at this time. A copy of the
press release relating to the stock repurchase plan and REIT
update is filed as Exhibit 99.3 hereto.
completed an analysis of the costs and benefits of pursuing a
spin-off of its real estate assets into a REIT and determined
that it would not be in the best interests of its shareholders
to proceed with such a transaction at this time. A copy of the
press release relating to the stock repurchase plan and REIT
update is filed as Exhibit 99.3 hereto.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Press Release, dated March 30, 2017, relating to the
Notes offering. |
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99.2
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Press Release, dated March 30, 2017, relating to the
Tender Offer. |
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99.3
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Press Release, dated March 30, 2017, relating to the
stock repurchase plan and REIT update. |
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 +0.01 at 58.52 with 412,516 shares trading hands.
