Six Flags Entertainment Corp (Form: 8-K, Received: 11/10/2022 07:00:07)

0000701374false00007013742022-11-102022-11-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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) November 10, 2022

Six Flags Entertainment Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


1-13703		13-3995059
(Commission File Number)		(IRS Employer Identification No.)


1000 Ballpark Way Suite 400
Arlington, Texas		76011
(Address of principal executive offices)		(Zip Code)

(972) 595-5000

(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 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.025 par value per share	SIX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01Entry into a Material Definitive Agreement

On November 10, 2022, Six Flags Entertainment Corporation (the “Company”) entered into an amendment (the “Amendment”) to the Cooperation Agreement (as amended, the “Cooperation Agreement”), dated as of January 30, 2020, by and among the Company and the persons and entities set forth on Schedule A (the “H Partners Group”) to such Cooperation Agreement. The Amendment permits the H Partners Group to acquire ownership (beneficial or otherwise) of up to 19.9% of the Company’s outstanding shares during the Cooperation Period (as defined in the Cooperation Agreement), up from 14.9% currently.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 7.01Regulation FD Disclosure

On November 10, 2022, the Company issued a press release concerning the Amendment, a copy of which is furnished as Exhibit 99.1 to this report.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

10.1

Amendment No. 1, dated November 10, 2022, to the Cooperation Agreement, dated as of January 30, 2020, by and among Six Flags Entertainment Corporation and H Partners Management, LLC and certain of its affiliates

99.1Press Release of Six Flags Entertainment Corporation, dated November 10, 2022

104Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

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


	By:	/s/ Aimee Williams-Ramey
		Name:	Aimee Williams-Ramey
		Title:	Chief Legal Officer and Corporate Secretary
Da

Date: November 10, 2022

AMENDMENT NO. 1 TO THE COOPERATION AGREEMENT

This Amendment No. 1 to the Cooperation Agreement (“Amendment No. 1”) is entered into as of November 10, 2022, by and among Six Flags Entertainment Corporation (the “Company”) and the persons and entities set forth on Schedule A to the Agreement (as defined below) (the “H Partners Group,” and, for clarity and as applicable, including each member thereof acting individually).

RECITALS

WHEREAS, the Company and the H Partners Group entered into that Cooperation Agreement, dated January 30, 2020 (the “Agreement”), and capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement; and

WHEREAS, the Company and the H Partners Group have determined to amend the Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

Section 1.Amendment. The Agreement is hereby amended to replace the reference to “14.9%” in Section 2(a)(i) of the Agreement with a reference to “19.9%”.

Section 2.Ratification of Agreement. Except as set forth herein, the Agreement shall remain unmodified and in full force and effect.

Section 3.Successors. This Amendment shall be binding on and inure to the benefit of each party and its successors.

Section 4.Governing Law; Jurisdiction; Jury Waiver. This Amendment shall be interpreted, governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 5.Counterparts; Electronic Transmission. This Amendment may be executed in two or more counterparts, which together shall constitute a single agreement. Any signature to this Amendment transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature.

[Signature Pages Follow]

IN WITNESS WHEREOF, each Party has executed this Agreement or caused the same to be executed by its duly authorized representative as of the date first above written.

	SIX FLAGS ENTERTAINMENT CORPORATION



	By:	/s/ Aimee Williams-Ramey
	Name: Aimee Williams-Ramey
	Title: Chief Legal Officer

IN WITNESS WHEREOF, each Party has executed this Agreement or caused the same to be executed by its duly authorized representative as of the date first above written.

	H PARTNERS MANAGEMENT, LLC
	By:	/s/ Rehan Jaffer
	Name: Rehan Jaffer
	Title: Managing Member

	H PARTNERS, LP
	By:	/s/ Rehan Jaffer
	Name: H Partners Capital, LLC, its General Partner
	Title: Rehan Jaffer, as Managing Member

	H PARTNERS CAPITAL, LLC
	By:	/s/ Rehan Jaffer
	Name: Rehan Jaffer
	Title: Managing Member

	H OFFSHORE FUND LTD.
	By:	/s/ Rehan Jaffer
	Name: H Partners Management, LLC, its Investment Manager
	Title: Rehan Jaffer, as Managing Member

By:

/s/ Rehan Jaffer

Rehan Jaffer

By:

/s/ Arik Ruchim

Arik Ruchim

Exhibit 99.1

Contact:

Stephen Purtell

Senior Vice President

Corporate Communications, Investor Relations and Treasurer

+1-972-595-5180

investors@sftp.com

Six Flags Amends Cooperation Agreement with H Partners

ARLINGTON, Texas — November 10, 2022 — Six Flags Entertainment Corporation (NYSE: SIX), the world’s largest regional theme park company and the largest operator of waterparks in North America, today announced that the company and H Partners agreed to amend their existing Cooperation Agreement to permit H Partners to increase its beneficial ownership of Six Flags common stock to 19.9%, up from a cap of 14.9% in the original agreement.

“H Partners has been a constructive and important partner to the company. We are pleased they continue to recognize the value potential of Six Flags and the progress management is making for our shareholders,” said Ben Baldanza, Non-Executive Chairman of the Board.

“We are excited about the company’s strategy to deliver an exceptional guest experience and to drive sustainable, long-term earnings growth,” said Arik Ruchim, a Partner at H Partners and director on the Six Flags Board. “We believe that meaningful change takes time to implement, and we are encouraged by the early signs of progress on this ambitious journey.”

About Six Flags Entertainment Corporation

Six Flags Entertainment Corporation is the world’s largest regional theme park company with 27 parks across the United States, Mexico and Canada. For 61 years, Six Flags has entertained hundreds of millions of guests with world-class coasters, themed rides, thrilling waterparks and unique attractions. Six Flags is committed to creating an inclusive environment that fully embraces the diversity of our team members and guests. For more information, visit www.sixflags.com.