공시 • Jul 02
Cedar Fair, L.P. (NYSE:FUN) completed the acquisition of Six Flags Entertainment Corporation (NYSE:SIX) from H Partners, L.P., managed by H Partners Capital, LLC, H Partners Management, LLC and others in a merger of equals transaction.
Cedar Fair, L.P. (NYSE:FUN) entered into a definitive merger agreement to acquire Six Flags Entertainment Corporation (NYSE:SIX) from H Partners, L.P., managed by H Partners Capital, LLC, H Partners Management, LLC and others for $1.9 billion in a merger of equals transaction on November 2, 2023. The combined company, with a pro forma enterprise value of approximately $8 billion based on both companies’ debt and equity values as of October 31, 2023. Under the terms of the merger agreement, Cedar Fair unitholders will receive one share of common stock in the new combined company for each unit owned, and Six Flags shareholders will receive 0.5800 (the “Six Flags Exchange Ratio”) shares of common stock in the new combined company for each share owned. Following the close of the transaction, Cedar Fair unitholders will own approximately 51.2%, and Six Flags shareholders will own approximately 48.8%, of the combined company’s fully diluted share capital on a pro forma basis. One business day prior to the close of the transaction, Six Flags will declare a special cash dividend composed of: (i) a fixed amount of $1.00 per outstanding Six Flags share, totaling approximately $85 million in the aggregate, plus, (ii) an amount per outstanding Six Flags share equal to (a) the aggregate per unit distributions declared or paid by Cedar Fair to unitholders with a record date following today’s date and prior to the close of the transaction, multiplied by (b) the Six Flags Exchange Ratio, which special dividend will be payable to Six Flags shareholders of record as of one business day prior to the close of the transaction, contingent on the closing of the transaction. Upon closing of the transaction, the combined company will operate under the name Six Flags and trade under the ticker symbol FUN on the NYSE and will be structured as a C Corporation. The combined company will be headquartered in Charlotte, North Carolina, and will maintain significant finance and administrative operations in Sandusky, Ohio. Upon closing of the transaction, Richard Zimmerman, President and Chief Executive Officer of Cedar Fair, will serve as President and Chief Executive Officer of the combined company and Selim Bassoul, President and Chief Executive Officer of Six Flags, will serve as Executive Chairman of the combined company’s Board of Directors. Brian Witherow, Chief Financial Officer of Cedar Fair, will serve as Chief Financial Officer of the combined company and Gary Mick, CFO of Six Flags, will serve as Chief Integration Officer of the combined company. Tim Fisher, Chief Operating Officer (currently in same position at Cedar Fair), Brian Nurse, Chief Legal & Compliance Officer, and Corporate Secretary (currently in same position at Cedar Fair), Christian Dieckmann, Chief Strategy Officer (currently in same position at Cedar Fair). Following closing of the transaction, the newly formed Board of Directors of the combined company will consist of 12 directors, six from the Cedar Fair Board and six from the Six Flags Board. The Merger Agreement provides that, upon termination of the Merger Agreement by Six Flags or Cedar Fair upon specified conditions, including termination by Cedar Fair in respect of a Cedar Fair Triggering Event, Six Flags will pay to Cedar Fair a termination fee equal to $63.2 million, in cash and equal to 3.75% of Six Flags’ equity value.
The merger is subject to the receipt of Six Flags shareholder approval, regulatory approvals, the receipt of certain domestic and foreign approvals under competition laws including approval of Mexican Federal Competition Commission (MFCC) under The Mexican Federal Law on Economic Competition (FLEC), the absence of governmental restraints or prohibitions preventing the consummation of the Mergers or the Pre-Merger Special Dividend, the effectiveness of the Form S-4 and absence of any initiated or threatened stop order or proceedings seeking a stop order by the SEC, the approval of the shares of HoldCo Common Stock to be issued in the Merger for listing on an agreed upon stock exchange, declaration of the Pre-Merger Special Dividend by the Six Flags board of directors and satisfaction of customary closing conditions. Approval by Cedar Fair unitholders is not required. Six Flags’ largest shareholder, which owns approximately 13.6% of Six Flags’ shares outstanding, has signed a voting and support agreement to vote in favor of the transaction. The transaction is not expected to trigger any change of control provision under Cedar Fair’s and Six Flags’ respective outstanding Notes. The companies expect to refinance their respective revolving credit facilities, and Six Flags expects to refinance the Six Flags Term Loan, ahead of transaction close. The transaction has been unanimously approved by the Boards of Directors of both companies. The Six Flags Board unanimously recommends that Six Flags Stockholders vote for the merger. The special meeting of stockholders of Six Flags will take place on March 12, 2024. On January 31, 2024, the Registration Statement on Form S-4 was declared effective by the Securities and Exchange Commission. On March 12, 2024, Six Flags Entertainment shareholder approved the transaction. On June 26, 2024, Cedar Fair and Six Flags announce the satisfaction of regulatory conditions for the proposed merger of equals. The merger is expected to close in the first half of 2024. As of June 18, 2024, the closing of the Mergers is expected to occur on July 1, 2024.
Perella Weinberg Partners is serving as exclusive financial advisor and fairness opinion provider and Michael J. Aiello, Joseph Pari, David Levy, Steven Newborn, Megan Granger, Daniel Dokos, Jessie Chiang, Frank Adams, Michael Stein, Paul Wessel, Olivia Greer, Regina Readling, Annemargaret Connolly, Jannelle Seales, Lyuba Goltser, Jeffrey Osterman, and Matthew Gilroy of Weil, Gotshal & Manges LLP and Cipriano S. Beredo of Squire Patton Boggs (US) LLP are serving as legal counsel to Cedar Fair. Goldman Sachs & Co. LLC is serving as exclusive financial advisor and due diligence provider to Six Flags and rendered fairness opinion to Six Flags Board. Sarkis Jebejian, Allison Wein, Emily Lichtenheld, Shaun J. Mathew, Evan Johnson, Stephanie Greco, Andrea Agathoklis Murino, Vivek Ratnam, Michael Beinus, Osaro Aifuwa, Lauren M. Cates, Alison E. Beskin, Christie W.S. Mok, Stephen M. Jacobson, Tamar Donikyan, Joshua N. Korff and Rachael L. Lichman of Kirkland & Ellis LLP is serving as legal counsel and due diligence provider to Six Flags. Michael J. Aiello and Matthew J. Gilroy of Weil, Gotshal & Manges LLP acted as due diligence provider to Cedar. Sullivan and Cromwell LLP acted as counsel to H Partners. Computershare Trust Company, N.A. acted as Six Flags’ transfer agent. Innisfree M&A Incorporated acted as proxy solicitor to Six Flags for an estimated fee of approximately $100,000 plus expenses for these services. The engagement letter between Six Flags and Goldman Sachs provides for a transaction fee that is approximately $60.3 million, $5 million of which became payable at announcement of the merger agreement, and the remainder of which is contingent upon consummation of the mergers. American Stock Transfer & Trust Company acted as the Depositary to Cedar Fair.
Cedar Fair, L.P. (NYSE:FUN) completed the acquisition of Six Flags Entertainment Corporation (NYSE:SIX) from H Partners, L.P., managed by H Partners Capital, LLC, H Partners Management, LLC and others in a merger of equals transaction on July 1, 2024.