Cedar Fair, L.P. (NYSE: FUN) (“Cedar Fair”) and Six Flags
Entertainment Corporation (NYSE: SIX) (“Six Flags”), today
announced that they notified the New York Stock Exchange (“NYSE”)
that the closing of Cedar Fair and Six Flags’ previously announced
merger of equals (the “Mergers”) is expected to occur on July 1,
2024 (the “Expected Closing Date”). The completion of the Mergers
is subject to the satisfaction or waiver of a number of conditions
set forth in the merger agreement relating to the Mergers,
including the satisfaction of regulatory conditions.
Six Flags today additionally announced that its Board of
Directors has declared a special dividend of $1.53 per share of Six
Flags common stock. The dividend is payable on July 1, 2024 to
stockholders of record of Six Flags as of June 28, 2024 who hold
their shares through the closing of the Mergers. The special
dividend is conditioned on the closing of the Mergers and is being
declared in accordance with the terms of the merger agreement.
Accordingly, the record date and payment date may change based on
the actual closing date of the Mergers.
Until the Mergers are complete, Cedar Fair’s units and Six
Flags’ common stock will continue to trade on the NYSE. Upon the
closing of the Mergers, (i) Cedar Fair’s units, which currently
trade on the NYSE under the ticker symbol “FUN” and (ii) Six Flags’
common stock, which currently trade on the NYSE under the ticker
symbol “SIX,” will cease to be listed on the NYSE following the
closing of the Mergers and will each be deregistered under the
Securities Exchange Act of 1934, as amended. Immediately following
the closing of the Mergers, the combined company will be renamed
“Six Flags Entertainment Corporation” and trading of the combined
company’s common stock on the NYSE is expected to begin on the day
following the Expected Closing Date, July 2, 2024, under the ticker
symbol “FUN.”
Cautionary Information Regarding
Forward-Looking Statements
This press release 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. All
statements, other than statements of historical fact, included in
this communication that address activities, events or developments
that Cedar Fair 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 Mergers
and the timing thereof. If the closing conditions are not satisfied
by the Expected Closing Date, the special dividend will not be paid
until a date, and to holders of record as of a date, to be later
determined by the Board of Directors of Six Flags, or it may not be
paid at all if the Mergers are not consummated. All such
forward-looking statements are based upon current plans, estimates,
expectations and ambitions that are subject to risks, uncertainties
and assumptions, many of which are beyond the control of Cedar Fair
and Six Flags, and that could cause actual results to differ
materially from those expressed in such forward-looking statements.
Important risk factors that may cause such a difference include,
but are not limited to: the expected timing and likelihood of
completion of the Mergers, including the timing, receipt and terms
and conditions of any required governmental and regulatory
approvals of the Mergers; anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management
strategies for the management, expansion and growth of the combined
company’s operations and other conditions to the completion of the
Mergers, including the possibility that any of the anticipated
benefits of the Mergers will not be realized or will not be
realized within the expected time period; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement relating to the Mergers; the
outcome of any legal proceedings that may be instituted against
Cedar Fair, Six Flags or their respective directors and others
prior to the consummation of the Mergers; the inability to
consummate the transaction due to the failure to satisfy other
closing conditions; the potential adverse effects on the market
price of either or both of Six Flags common stock or the Cedar Fair
units; risks that the Mergers disrupt and/or harm current plans and
operations of Cedar Fair or Six Flags, including that management’s
time and attention will be diverted on transaction-related issues;
the amount of the costs, fees, expenses and charges related to the
transaction, including the possibility that the transaction may be
more expensive to complete than anticipated; the ability of Cedar
Fair and Six Flags to successfully integrate their businesses and
to achieve anticipated synergies and value creation; potential
adverse restrictions during the pendency of the Mergers that may
impact Cedar Fair’s or Six Flags’ ability to pursue certain
business opportunities and strategic transactions; potential
adverse reactions or changes to business relationships resulting
from the completion of the Mergers; legislative, regulatory,
political and economic developments and changes in laws,
regulations, and policies affecting Cedar Fair and Six Flags;
potential business uncertainty, including the outcome of commercial
negotiations and changes to existing business relationships during
the pendency of the Mergers that could affect Cedar Fair’s and/or
Six Flags’ financial performance and operating results; acts of
terrorism or outbreak of war, hostilities, civil unrest, and other
political or security disturbances; the impacts of pandemics or
other public health crises, including the effects of government
responses on people and economies; risks related to the potential
impact of general economic, political and market factors on the
companies or the Merger; those risks described in Item 1A of Cedar
Fair’s Annual Report on Form 10-K, filed with the Securities and
Exchange Commission (the “SEC”) on February 16, 2024, and
subsequent reports on Forms 10-Q and 8-K; and those risks described
in Item 1A of Six Flags’ Annual Report on Form 10-K, filed with the
SEC on February 29, 2024, and subsequent reports on Forms 10-Q and
8-K (collectively, the “Reports”).
While the list of factors presented here is, and in the Reports
are, considered representative, no such list should be considered
to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements. The
ability of Six Flags or Cedar Fair to achieve the goals for the
Mergers may also be affected by our ability to manage the factors
identified above. We caution you not to place undue reliance on any
of these forward-looking statements as they are not guarantees of
future performance or outcomes and actual performance and outcomes
may differ materially from those made in or suggested by the
forward-looking statements contained in this press release. Neither
Six Flags nor Cedar Fair assumes any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as
a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws.
No Offer or Solicitation
This communication relates to the proposed Mergers between Cedar
Fair and Six Flags. This communication is for informational
purposes only and does not constitute an offer to sell or the
solicitation of an offer to buy any securities pursuant to the
Mergers or otherwise, nor shall there be any sale, issuance,
exchange or transfer of the securities referred to in this document
in any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Important Additional Information
In connection with the Mergers, CopperSteel Holdco, Inc.,
(“Holdco”) filed with the U.S. Securities and Exchange Commission
(“SEC”) a registration statement on Form S-4, which was declared
effective on January 31, 2024. Holdco, Cedar Fair and Six Flags may
also file other documents with the SEC regarding the Mergers.
Investors and security holders are urged to read the
registration statement regarding the Mergers and all other relevant
documents that are filed or will be filed with the SEC carefully
and in their entirety because they contain important information
about the Mergers and related matters.
Investors and security holders may obtain free copies of the
registration statement and the proxy statement/prospectus, as each
may be amended from time to time, as well as other filings
containing important information about Cedar Fair or Six Flags,
without charge at the SEC’s Internet website (http://www.sec.gov).
Investors and security holders may obtain free copies of the
Registration Statement and the proxy statement/prospectus and other
documents filed with the SEC by Cedar Fair, Six Flags and Holdco
through the web site maintained by the SEC at www.sec.gov or by
contacting the investor relations department of Cedar Fair or Six
Flags at the following:
Cedar Fair
Investor Contact: Michael Russell, 419.627.2233 Media Contact:
Gary Rhodes, 704.249.6119 Alternate Media Contact: Andrew Siegel /
Lucas Pers, Joele Frank, 212.355.4449
Six Flags
Evan Bertrand Vice President, Investor Relations and Treasurer
+1-972-595-5180 investorrelations@sftp.com
The information included on, or accessible through, Cedar Fair’s
or Six Flags’ website is not incorporated by reference into this
communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240618138819/en/
Michael Russell, Cedar Fair, 419.627.2233 Gary Rhodes, Cedar
Fair, 704.249.6119 Evan Bertrand, Six Flags, +1-972-595-5180
Six Flags Entertainment (NYSE:SIX)
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