SIX FLAGS ENTERTAINMENT CORP

Transcription

1 SIX FLAGS ENTERTAINMENT CORP FORM 8-K (Current report filing) Filed 12/11/12 for the Period Ending 12/11/12 Address 924 AVENUE J EAST GRAND PRAIRIE, TX, Telephone CIK Symbol SIX SIC Code Services-Miscellaneous Amusement and Recreation Industry Leisure & Recreation Sector Consumer Cyclicals Fiscal Year 12/31 Copyright 2019, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) December 11, 2012 Six Flags Entertainment Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 924 Avenue J East Grand Prairie, Texas (Address of Principal Executive Offices) (Zip Code) (972) (Registrant s Telephone Number, Including Area Code) (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 ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item Regulation FD Disclosure. On December 11, 2012, Six Flags Entertainment Corporation (the Company ) announced that it has priced $800 million of 5.25% senior unsecured notes due 2021 (the Notes ) in connection with a private offering that is exempt from registration under the Securities Act of 1933, as amended. The Notes will be guaranteed by the subsidiaries of the Company that guarantee debt under the Company s senior secured credit facility. In addition, the Company announced that it has received the requisite lender vote to amend its existing senior secured credit facility to, among other things, reduce the interest rate payable on the Tranche B Term Loans by 25 basis points and permit the Company to issue the $800 million of senior unsecured notes. The closing of the offering is expected to occur on or about December 21, 2012, concurrently with the closing of the amended senior secured credit facility. The company will use $350 million of the proceeds from the offering to prepay a portion of its $932 million currently outstanding senior secured loans and intends to use the balance for share repurchases, working capital needs and strategic initiatives. In addition, the Company announced that its Board of Directors has approved a plan that allows the Company to purchase an incremental $500 million of its common stock through Over the last 10 quarters, the Company has purchased $228 million of its shares of common stock and has $82 million available under a plan approved in January The registrant hereby furnishes the information set forth in the press release issued on December 11, 2012, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information, including Exhibit 99.1, furnished in this Current Report is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), or otherwise subject to the liabilities of that section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated December 11,

4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SIX FLAGS ENTERTAINMENT CORPORATION Date: December 11, By: /s/ Lance C. Balk Name: Lance C. Balk Title: Executive Vice President and General Counsel

5 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated December 11,

6 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Nancy Krejsa Senior Vice President Investor Relations and Corporate Communications $800 Million of Six Flags Notes Priced at 5.25% Share Repurchase Plan Expanded by $500 Million GRAND PRAIRIE, Texas December 11, 2012 Six Flags Entertainment Corporation (NYSE: SIX) announced today that it has priced $800 million of 5.25% senior unsecured notes due 2021 in connection with a private offering that is exempt from registration under the Securities Act of 1933, as amended. In addition, the company has received the requisite lender vote to amend its existing senior secured credit facility to, among other things, reduce the interest rate payable on the Tranche B Term Loans by 25 basis points and permit the company to issue the $800 million of senior unsecured notes. The closing of the offering is expected to occur on or about December 21, 2012, concurrently with the closing of the amended senior secured credit facility. The company will use $350 million of the proceeds from the offering to prepay a portion of its $932 million currently outstanding senior secured loans and intends to use the balance for share repurchases, working capital needs and strategic initiatives. In addition, the company announced that its board of directors has approved a plan that allows the company to purchase an incremental $500 million of its stock through Over the last 10 quarters, the company has purchased $228 million of its shares and has $82 million available under a plan approved in January The senior unsecured notes, which will be guaranteed by the subsidiaries of the company that guarantee debt under the company s senior secured credit facility, will be offered only to qualified institutional buyers in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act and to persons outside of the United States in compliance with Regulation S under the Securities Act. 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. This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy the notes or any other securities. The notes offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum. About Six Flags Entertainment Corporation Six Flags Entertainment Corporation is the world s largest regional theme park company with over $1 billion in revenue and 18 parks across the United States, Mexico and Canada. For more than 50 years, Six Flags has entertained millions of families with world-class coasters, themed rides, thrilling water parks and unique attractions including up-close animal encounters, Fright Fest and Holiday in the Park. For more information visit