Six Flags Entertainment Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 27, 2025, Six Flags Entertainment Corporation (the “Company”) and certain of its subsidiaries entered into a Second Incremental Assumption Agreement (the “Second Amendment”), which amends the Company’s Credit Agreement, dated as of May 1, 2024 (as previously amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among, inter alios, the Company, certain subsidiaries of the Company party thereto as borrowers, certain other subsidiaries of the Company party thereto as subsidiary guarantors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent. Pursuant to the Second Amendment, the Company incurred incremental term B loans in an aggregate principal amount of $500 million (the “2025 Incremental Term B Loans”), which 2025 Incremental Term B Loans constitute the same class of loans as, and are fungible for all purposes with, the existing Initial Term B Loans under the Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Credit Agreement.
Except as otherwise provided for in the Second Amendment, the 2025 Incremental Term B Loans will be subject to the same terms and conditions, including with respect to interest rate and maturity, as the Initial Term B Loans. The proceeds of the 2025 Incremental Term B Loans were or will be used to (i) repay the Company’s 7.000% Senior Secured Notes due 2025 (the “2025 Notes”), (ii) repay a portion of the Company’s outstanding revolving loans and (iii) pay fees and expenses related to the Second Amendment. Upon deposit with the trustee, on June 27, 2025, of funds sufficient to pay and discharge the remaining indebtedness on the 2025 Notes, for principal of and interest to the maturity date of the 2025 Notes, the indenture governing the 2025 Notes was fully satisfied and discharged.
Except as amended by the Second Amendment, the terms of the Credit Agreement remain in full force and effect. All other material provisions of the Credit Agreement remain materially unchanged.
As of June 27, 2025, after giving effect to the Second Amendment and the transactions contemplated therein, the Company has $1,492.5 million of Initial Term B Loans (including 2025 Incremental Term B Loans) outstanding under the Credit Agreement.
The foregoing summary of the Second Amendment is not intended to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Second Incremental Assumption Agreement, dated as of June 27, 2025, by and among, inter alios, the Company, certain subsidiaries of the Company party thereto as subsidiary guarantors, the lender party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent. | |
| 104 | Cover Page Interactive Data File (embedded with 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 | ||||||
| (Registrant) | ||||||
| Date: June 27, 2025 | By: | /s/ Brian C. Witherow | ||||
| Brian C. Witherow Chief Financial Officer | ||||||