Six Flags Entertainment Corporation filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On March 5, 2026, Six Flags Entertainment Corporation (the “Company”) entered into that certain Equity Purchase Agreement (the “Purchase Agreement”) with EPR Properties, a Maryland real estate investment trust (“Buyer”), and EP OPCO WOFR, LLC, a Delaware limited liability company (the “Operator”).
Pursuant to the terms of the Purchase Agreement, and subject to the terms and conditions set forth therein, the Company has agreed to sell to Buyer and the Operator the assets and certain liabilities associated with the following parks (each, a “Park”, collectively, the “Parks”, and the transactions contemplated by the Purchase Agreement, the “Transaction”):
| - | Worlds of Fun (Kansas City, Missouri); |
| - | Michigan’s Adventure (Muskegon, Michigan); |
| - | Valleyfair (Shakopee, Minnesota); |
| - | Six Flags Great Escape (Queensbury, New York); |
| - | Schlitterbahn Waterpark Galveston (Galveston, Texas); and |
| - | Six Flags St. Louis (Eureka, Missouri). |
The aggregate purchase price for the Transaction is $318,885,000.00 in cash, subject to certain adjustments as provided in the Purchase Agreement. The Transaction is structured as a sale of 100% of the outstanding equity interests of those subsidiaries of the Company that hold the assets and liabilities that Buyer and the Operator have agreed to purchase. The Purchase Agreement contains customary representations and warranties, as well as customary covenants regarding the operation of the business between signing and closing. The Transaction is also subject to certain closing conditions, including receipt of certain third-party consents.
The Purchase Agreement contains a three year non-competition covenant in favor of Buyer and the Operator and a customary mutual two year non-solicitation provision. The Company, Buyer and the Operator have each agreed to provide customary indemnification for breaches of representations, warranties and covenants, as well as indemnification by the Company for pre-closing matters and by the Operator for post-closing matters. Ten percent of the purchase price will be placed into escrow at closing to secure the Company’s indemnification claims.
The Company, Buyer, and the Operator also will, at closing, enter into a transition services agreement pursuant to which the Company will provide certain transition services to the Operator following closing at each Park for up to thirty (30) days following the last day of the 2026 operating season for each Park, which shall not extend beyond December 31, 2026.
The above description of the Purchase Agreement and the accompanying transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.
Item 7.01. Regulation FD Disclosure.
On March 5, 2026, the Company issued a press release announcing the entry into the Purchase Agreement and that certain of its other subsidiaries entered into a purchase agreement to sell the assets and certain liabilities of Six Flags La Ronde (Montreal, Quebec). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| Exhibit (99.1) | Press Release dated March 5, 2026 | |
| Exhibit (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 caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 5, 2026 | SIX FLAGS ENTERTAINMENT CORPORATION | |||||
| By: | /s/ Brian C. Witherow | |||||
| Name: | Brian C. Witherow | |||||
| Title: | Chief Financial Officer | |||||