Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, on November 2, 2023, Six Flags Entertainment Corporation, a Delaware corporation (“Six Flags”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cedar Fair, L.P., a Delaware limited partnership (“Cedar Fair”), CopperSteel HoldCo, Inc., a Delaware corporation and subsidiary of Cedar Fair and Six Flags (“HoldCo”), and CopperSteel Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of HoldCo. The Merger Agreement contemplates the payment of a cash transaction bonus (the “Closing Bonus”) of $3,000,000 to Mr. Selim Bassoul, the Chief Executive Officer of Six Flags, upon consummation of the transactions contemplated by the Merger Agreement (the “Mergers”). Effective on December 20, 2023, Six Flags entered into a letter agreement with Mr. Bassoul (the “Letter Agreement”) to memorialize the terms of such Closing Bonus. The Letter Agreement provides that fifty percent of the Closing Bonus ($1,500,000) will be paid to Mr. Bassoul no later than December 31, 2023, in the form of restricted stock (the “Restricted Stock Closing Bonus”) granted under the Six Flags Entertainment Corporation Long-Term Incentive Plan, and which will vest at the consummation of the Mergers, and which will vest at the consummation of the Mergers, subject to Mr. Bassoul’s continued employment with Six Flags through the consummation of the Mergers. The remaining fifty percent of the Closing Bonus ($1,500,000) will be paid in a cash lump-sum payment (the “Cash Closing Bonus”) at the consummation of the Mergers, subject to Mr. Bassoul’s continued employment with Six Flags through the consummation of the Mergers. In the event Mr. Bassoul’s employment with Six Flags is terminated prior to the consummation of the Mergers other than for Cause or Mr. Bassoul resigns for Good Reason (as such terms are defined in Mr. Bassoul’s employment agreement, dated November 14, 2021, between Mr. Bassoul and Six Flags), the Restricted Stock Closing Bonus shall immediately vest and the Cash Closing Bonus shall be paid in full within thirty days following the date of such termination.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by the full text of the Letter Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
| Item 9.01 |
Financial Statements and Exhibits |
Forward Looking Statements
This communication contains certain “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that Cedar Fair or Six Flags expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “anticipate,” “believe,” “create,” “expect,” “future,” “guidance,” “intend,” “plan,” “potential,” “seek,” “synergies,” “target,” “will,” “would,” similar expressions, and variations or negatives of these words identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Cedar Fair and Six Flags, and that could cause actual results to differ materially from those expressed in such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction and Six Flags stockholder approval; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings,