Item 8.01 Other Events
As previously announced, on November 2, 2023, Cedar Fair, L.P., a Delaware limited partnership (Cedar Fair) entered into an
Agreement and Plan of Merger (the merger transactions contemplated thereby, the Mergers) with Six Flags Entertainment Corporation, a Delaware corporation (Six Flags), CopperSteel HoldCo, Inc., a Delaware corporation
(HoldCo) and subsidiary of Cedar Fair and Six Flags, and CopperSteel Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of HoldCo.
On June 18, 2024, Cedar Fair and Six Flags announced via joint press release that they notified the New York Stock Exchange
(NYSE) that the closing of the Mergers is expected to occur on July 1, 2024 (the Expected Closing Date), and also that the Six Flags Board of Directors declared a special dividend in connection with the Mergers. The
payment of the special dividend is contingent upon the closing of the Mergers. 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.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
On June 18, 2024, Cedar Fair and Six Flags announced via joint press release the executive team that will lead the
combined company following the closing of the Mergers.
A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
On June 18, 2024, in connection with the previously completed consent solicitation (the Consent
Solicitation) Cedar Fair issued a press release announcing that it expects to pay on the Expected Closing Date the consent payment (the Consent Payment) described in the Consent Solicitation Statement dated as of November 3,
2023 (the Consent Solicitation Statement). The payment of the Consent Payment is contingent upon the closing of the Mergers.
A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Joint Press Release, dated June 18, 2024. |
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99.2 |
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Joint Press Release, dated June 18, 2024. |
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99.3 |
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Press Release, dated June 18, 2024. |
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104 |
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Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document). |
Cautionary Statement as to Forward-Looking Information
This Current Report on Form 8-K contains 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,