NEW YORK, May 6 /PRNewswire-FirstCall/ -- Six Flags, Inc. ("Six
Flags" or "SFI") announced today the commencement of an offer to
exchange any and all of its 4.50% Convertible Notes due 2015 (the
"SFI Convertible Notes") for shares of common stock of Six Flags
(the "Common Stock"). For each $1,000 For each Principal $1,000
Amount, Claims(1) Exchanged, Exchanged, Total Outstanding Total
Consider- Principal Consideration ation (# Six Flags, Inc. Notes
Amount (in (# of shares of of shares of to be Exchanged CUSIP No.
millions) Common Stock(2)) Common Stock) ------------------
---------- ---------- --------------- ------------ 4.50%
Convertible Notes due 2015 83001P AJ8 $280.0 18.5857 18.6786 1.
Claims consists of principal amount, and accrued and unpaid
interest thereon through, and including, June 25, 2009. 2. All
Common Stock share numbers in this communication reflect the
consummation of the 1-for-100 reverse stock split that is a
condition to the Restructuring Plan (as defined below). Six Flags
is offering to exchange (the "Convertible Note Exchange Offer") all
properly tendered and accepted SFI Convertible Notes for shares of
Common Stock. Subject to the terms and conditions of the
Convertible Note Exchange Offer, each holder of SFI Convertible
Notes (each, a "Holder" and collectively, the "Holders") who
validly tenders and does not revoke all SFI Convertible Notes held
by such Holder will receive for each $1,000 claim (consisting of
principal amount, and accrued and unpaid interest thereon through,
and including, June 25, 2009) of SFI Convertible Notes tendered,
18.5857 shares of Common Stock, however, it is a condition to the
Convertible Note Exchange Offer that at least 95% of the
outstanding principal amount of the SFI Convertible Notes are
validly tendered for exchange and not revoked by 5:00 p.m., New
York City time, on May 28, 2009 and that Holders of such SFI
Convertible Notes do not withdraw their SFI Convertible Notes prior
to the Expiration Date (as defined below). Holders who tender and
do not revoke their SFI Convertible Notes in the Convertible Note
Exchange Offer will not be entitled to any interest on such SFI
Convertible Notes from June 25, 2009, regardless of when the
Convertible Note Exchange Offer closes, and any subsequent interest
that would otherwise have been earned on such SFI Convertible Notes
will be deemed paid in full upon receipt of the Total Consideration
in the Convertible Note Exchange Offer. Concurrently with the
Convertible Note Exchange Offer, Six Flags is also soliciting
consents from the Holders (the "Consent Solicitation") for certain
amendments to the indenture pursuant to which the SFI Convertible
Notes were issued (as the same may have been amended and
supplemented from time to time, the "Indenture"), to eliminate or
amend substantially all of the restrictive covenants and modify
certain of the events of default and various other provisions
contained in the Indenture (collectively, the "Proposed
Amendments"). A tender by any Holder in the Convertible Note
Exchange Offer will also constitute an approval by such Holder of
the Proposed Amendments. The Proposed Amendments will not become
operative unless and until the Convertible Note Exchange Offer is
consummated. The Convertible Note Exchange Offer and Consent
Solicitation will expire at 11:59 p.m., New York City time, on June
25, 2009, unless extended or earlier terminated (the "Expiration
Date"). Tenders of SFI Convertible Notes pursuant to the
Convertible Note Exchange Offer may be withdrawn and consents
delivered pursuant to the Consent Solicitation may be revoked at
any time until the Expiration Date, however, it is a condition to
the Convertible Note Exchange Offer that at least 95% of the
outstanding principal amount of the SFI Convertible Notes are
validly tendered for exchange and not revoked by 5:00 p.m., New
York City time, on May 28, 2009 and that Holders of such SFI
Convertible Notes do not withdraw their SFI Convertible Notes prior
to the Expiration Date. The Convertible Note Exchange Offer and the
Consent Solicitation are part of a restructuring plan (the
"Restructuring Plan") with respect to the SFI Convertible Notes and
SFI's 8-7/8% Senior Notes due 2010 (the "SFI 2010 Notes"), SFI's
9-3/4% Senior Notes due 2013 (the "SFI 2013 Notes"), SFI's 9-5/8%
Senior Notes due 2014 (the "SFI 2014 Notes," and together with the
SFI 2010 Notes and the SFI 2013 Notes, the "SFI Notes") and SFI's
Preferred Income Equity Redeemable Shares (the "PIERS"). As part of
the Restructuring Plan, SFI is also conducting (i) a separate
exchange offer for $131.1 million aggregate principal amount, plus
accrued and unpaid interest thereon through, and including, June
25, 2009, of the SFI 2010 Notes, $142.4 million aggregate principal
amount, plus accrued and unpaid interest thereon through, and
including, June 25, 2009, of the SFI 2013 Notes and $314.8 million
aggregate principal amount, plus accrued and unpaid interest
thereon through, and including, June 25, 2009, of the SFI 2014
Notes to exchange 18.5857 shares of Common Stock for each $1,000
claim (consisting of principal amount, and accrued and unpaid
interest thereon through, and including, June 25, 2009) (the "SFI
Note Exchange Offer"), and (ii) a consent solicitation from the
holders of 11.5 million currently outstanding PIERS to amend the
terms of the PIERS to provide, among other things, that each
initial $25.00 of liquidation preference, plus accrued and unpaid
dividends thereon through, and including, June 25, 2009, shall
automatically convert into 0.17 shares of Common Stock upon
consummation of the Restructuring Plan (the "PIERS Amendment"). SFI
currently intends to take advantage of the applicable 30-day grace
period for making the semi-annual cash interest payment due on June
1, 2009 on the SFI 2014 Notes. The cash interest that holders of
the SFI 2014 Notes would otherwise be entitled has been included in
the calculation of the number of shares of Common Stock such
holders are being offered in the SFI Note Exchange Offer and will
receive in lieu of such cash payment. If the Restructuring Plan is
successful and all of the Holders of SFI Convertible Notes and
holders of SFI Notes participate therein, the PIERS would be
converted to approximately 10% of the outstanding Common Stock, the
SFI Convertible Notes would be exchanged for approximately 26.7% of
the outstanding Common Stock and the SFI Notes would be exchanged
for approximately 58.3% of the outstanding Common Stock, with the
existing holders of Common Stock holding approximately 5.0% of the
outstanding Common Stock, in each case prior to taking into account
the issuance of any equity under an equity incentive plan to be
adopted in connection with the Restructuring Plan. The consummation
of the Convertible Note Exchange Offer is conditioned upon the
satisfaction or waiver of the other conditions set forth in the
Offering Memorandum and Consent Solicitation Statement, dated May
6, 2009 (the "Offering Memorandum"), including, among other things:
(i) at least 95% of the outstanding aggregate principal amount of
the SFI Convertible Notes are validly tendered for exchange and not
revoked by 5:00 p.m., New York City time, on May 28, 2009, that
holders of such SFI Convertible Notes do not withdraw their SFI
Convertible Notes on or prior to the Expiration Date, and holders
representing such SFI Convertible Notes deliver their consents to
the Proposed Amendments; (ii) at least 95% of the aggregate
principal amount of each issue of the SFI Notes are validly
tendered for exchange and not revoked by 5:00 p.m., New York City
time, on May 28, 2009, such tenders of SFI Notes being irrevocable
thereafter, and holders representing such SFI Notes deliver their
consents to the proposed amendments to the indentures pursuant to
which the SFI Notes were issued; (iii) holders of a majority of the
outstanding liquidation preference of the PIERS consent to the
PIERS Amendment; and (iv) holders of a majority of the outstanding
shares of Common Stock consent to the adoption of a new equity
incentive plan, the PIERS Amendment, a 1-for-100 reverse stock
split and a decrease in Six Flags' authorized shares of common
stock and certain other amendments to Six Flags' certificate of
incorporation. In the event that the Restructuring Plan does not
occur, Six Flags intends to explore all other restructuring
alternatives available to it at that time, which may include an
alternative out-of-court restructuring or the commencement of a
chapter 11 plan of reorganization, with or without a pre-arranged
plan of reorganization. There can be no assurance that any
alternative restructuring arrangement or plan could be
accomplished. Six Flags' obligations to accept any SFI Convertible
Notes tendered and to pay the applicable consideration for them are
set forth solely in the Offering Memorandum relating to the
Convertible Note Exchange Offer and Consent Solicitation filed with
the Securities and Exchange Commission (the "SEC") on Schedule TO
and the accompanying Letter of Transmittal. Persons with questions
regarding the Convertible Note Exchange Offer and Consent
Solicitation should review the Offering Memorandum or contact
Globic Advisors, Inc., the information agent for the Convertible
Note Exchange Offer and Consent Solicitation, at (800) 974-5771.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell the SFI Convertible Notes. The
Convertible Note Exchange Offer and Consent Solicitation is made
only by, and pursuant to the terms set forth in the Offering
Memorandum, and the information in this news release is qualified
by reference to the Offering Memorandum and the accompanying Letter
of Transmittal. Subject to applicable law, Six Flags may amend,
extend or terminate the Convertible Note Exchange Offer and Consent
Solicitation. The Common Stock will be issued pursuant to the
exemption from the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act"), provided by Section
3(a)(9) of the Securities Act and the exemption from state
securities law requirements provided by Section 18(b)(4)(C) of the
Securities Act. We have made no arrangements for and have no
understanding with any dealer, salesman or other person regarding
the solicitation or recommendation of tenders hereunder. Any such
solicitation or recommendation of tenders by persons other than Six
Flags must not be relied upon by you as having been authorized by
Six Flags. About Six Flags Six Flags, Inc. is the world's largest
regional theme park company with 20 parks across the United States,
Mexico and Canada, and soon will be expanding beyond North America
with destinations in Dubai and Qatar. Since 1961, hundreds of
millions of families have trusted Six Flags to combine
friendly-clean-fast-safe service with affordable, value-packed
thrills, record-shattering roller coasters and special events like
the Summer Concert Series, Fright Fest and Holiday in the Park. Six
Flags' wide array of entertainment options reaches all demographics
- families, teens, tweens and thrill seekers alike - featuring
themed attractions based on skateboarding legend Tony Hawk, the
ultimate daredevil Evel Knievel, movie franchises The Dark Knight
and The Mummy; as well as world-renowned, kid-friendly brands
including Looney Tunes, the Justice League of America, The Wiggles
and Thomas the Tank Engine. Six Flags continues to develop new
avenues for growth, acquiring ownership and management of Dick
Clark Productions, producer of such perennial television hits as
the American Music Awards, the Golden Globe Awards, the Academy of
Country Music Awards, Dick Clark's New Year's Rockin' Eve and So
You Think You Can Dance. Six Flags, Inc. is a publicly-traded
corporation headquartered in New York City. Important Additional
Information for Investors and Security Holders The PIERS Amendment
requires the approval of a majority of the holders thereof. The
solicitation of the holders of the PIERS has not yet commenced.
This Offering Memorandum and Consent Solicitation Statement shall
not constitute a solicitation of consents or proxies from holders
of the PIERS. Any such solicitation of consents or proxies from
holders of the PIERS shall be separately communicated in a proxy
statement, filed with the SEC and distributed to holders of the
PIERS in accordance with applicable regulations of the SEC
governing the solicitation of consents and proxies. The proxy
statement contains important information about the PIERS Amendment.
Holders of the PIERS should read carefully the proxy statement to
be filed by Six Flags with the SEC before they make any decision
with respect to the PIERS Amendment because that document will
contain important information, including the terms and conditions
of the PIERS Amendment. The proxy statement and all other documents
filed with the SEC in connection with the PIERS Amendment will be
or are available, as applicable, as and when filed, free of charge
at the SEC's web site at http://www.sec.gov/. In addition, the
proxy statement and all other documents filed with the SEC in
connection with the PIERS Amendment will be made available to
investors free of charge by contacting Globic Advisors, Inc., the
information agent for the Restructuring Plan, at (800) 974-5771.
The solicitation of consents or proxies and the Convertible Note
Exchange Offer are not being made nor will any tender of consents,
proxies or SFI Convertible Notes be accepted from or on behalf of
holders in any jurisdiction in which the making of the solicitation
or offers or the acceptance of any tender of SFI Convertible Notes
would not be made in compliance with laws of such jurisdiction.
Forward Looking Statements: Statements in this press release that
are not reported financial results or other historical information
are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. They include, for
example, statements about the terms of the Convertible Note
Exchange Offer and the timeframe for its completion.
Forward-looking statements may be identified by the use of
forward-looking terminology such as the words "expect," "plans,"
"intend," "may," "will," and other terms with similar meaning
indicating possible future events or potential impact on the
business or other stakeholders of Six Flags and its subsidiaries.
The reader is cautioned not to place undue reliance on these
forward-looking statements, which are not guarantees of future
performance. These statements are based on management's current
assumptions, beliefs and expectations, all of which involve a
number of business risks and uncertainties that could cause actual
results to differ materially. These risks and uncertainties
include, but are not limited to, the condition of the U.S. credit
markets generally and worsening industry conditions. Additional
factors are detailed from time to time in Six Flags' filings and
submissions with the Securities and Exchange Commission (SEC),
including those factors contained in Six Flags' Annual Report on
Form 10-K for the year ended December 31, 2008 under the caption
"Risk Factors," and other Current Reports on Form 8-K. All
forward-looking statements in this news release are expressly
qualified by information contained in Six Flags' filings with the
SEC. Six Flags disclaims any obligation to update or revise any
forward-looking information. DATASOURCE: Six Flags, Inc. CONTACT:
Sandra Daniels, +1-212-652-9393, or Investor Relations: William
Schmitt, +1-203-682-8200 Web Site: http://www.sixflags.com/
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