Cedar Fair, L.P. (NYSE: FUN) (“Cedar Fair”) and Six Flags
Entertainment Corporation (NYSE: SIX) (“Six Flags”), today
announced the senior management team that will lead the combined
company following the completion of their previously announced
merger of equals (the “Mergers”).
As previously announced, 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.
After completion of the Mergers, the following leaders will
report to Zimmerman in the combined company:
- Tim Fisher, Chief Operating Officer (currently in same position
at Cedar Fair)
- Brian Witherow, Chief Financial 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)
- Gary Mick, Chief Integration Officer (currently Executive Vice
President and Chief Financial Officer at Six Flags)
“We are fortunate to have a proven team of leaders who bring
decades of park operating experience and significant expertise in
integrating businesses and achieving synergy targets for the
combined company,” said Zimmerman. “Their insights and
complementary skill sets will be instrumental as we combine two of
North America’s iconic amusement park companies and forge a new
future together.”
The closing of the Mergers is expected to occur on July 1, 2024,
subject to satisfaction or waiver of a number of conditions set
forth in the merger agreement, including the satisfaction of
regulatory conditions. Upon closing of the transaction, the
combined company will operate under the name Six Flags
Entertainment Corporation, trade under the ticker symbol “FUN” on
the NYSE, and 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.
Cautionary Information Regarding
Forward-Looking Statements
This press release 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 Mergers
and the timing 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
Mergers, including the timing, receipt and terms and conditions of
any required governmental and regulatory approvals of the Mergers;
anticipated tax treatment, unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future
prospects, business and management strategies for the management,
expansion and growth of the combined company’s operations and other
conditions to the completion of the Mergers, including the
possibility that any of the anticipated benefits of the Mergers
will not be realized or will not be realized within the expected
time period; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement relating to the Mergers; the outcome of any legal
proceedings that may be instituted against Cedar Fair, Six Flags or
their respective directors and others prior to the consummation of
the Mergers; the inability to consummate the transaction due to the
failure to satisfy other closing conditions; the potential adverse
effects on the market price of either or both of Six Flags common
stock or the Cedar Fair units; risks that the Mergers disrupt
and/or harm current plans and operations of Cedar Fair or Six
Flags, including that management’s time and attention will be
diverted on transaction-related issues; the amount of the costs,
fees, expenses and charges related to the transaction, including
the possibility that the transaction may be more expensive to
complete than anticipated; the ability of Cedar Fair and Six Flags
to successfully integrate their businesses and to achieve
anticipated synergies and value creation; potential adverse
restrictions during the pendency of the Mergers that may impact
Cedar Fair’s or Six Flags’ ability to pursue certain business
opportunities and strategic transactions; potential adverse
reactions or changes to business relationships resulting from the
completion of the Mergers; legislative, regulatory, political and
economic developments and changes in laws, regulations, and
policies affecting Cedar Fair and Six Flags; potential business
uncertainty, including the outcome of commercial negotiations and
changes to existing business relationships during the pendency of
the Mergers that could affect Cedar Fair’s and/or Six Flags’
financial performance and operating results; acts of terrorism or
outbreak of war, hostilities, civil unrest, and other political or
security disturbances; the impacts of pandemics or other public
health crises, including the effects of government responses on
people and economies; risks related to the potential impact of
general economic, political and market factors on the companies or
the Merger; those risks described in Item 1A of Cedar Fair’s Annual
Report on Form 10-K, filed with the Securities and Exchange
Commission (the “SEC”) on February 16, 2024, and subsequent reports
on Forms 10-Q and 8-K; and those risks described in Item 1A of Six
Flags’ Annual Report on Form 10-K, filed with the SEC on February
29, 2024, and subsequent reports on Forms 10-Q and 8-K
(collectively, the “Reports”).
While the list of factors presented here is, and in the Reports
are, considered representative, no such list should be considered
to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements. The
ability of Six Flags or Cedar Fair to achieve the goals for the
Mergers may also be affected by our ability to manage the factors
identified above. We caution you not to place undue reliance on any
of these forward-looking statements as they are not guarantees of
future performance or outcomes and actual performance and outcomes
may differ materially from those made in or suggested by the
forward-looking statements contained in this press release. Neither
Six Flags nor Cedar Fair assumes any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as
a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws.
No Offer or Solicitation
This communication relates to the proposed Mergers between Cedar
Fair and Six Flags. This communication is for informational
purposes only and does not constitute an offer to sell or the
solicitation of an offer to buy any securities pursuant to the
Mergers or otherwise, nor shall there be any sale, issuance,
exchange or transfer of the securities referred to in this document
in any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Important Additional Information
In connection with the Mergers, CopperSteel Holdco, Inc.,
(“Holdco”) filed with the U.S. Securities and Exchange Commission
(“SEC”) a registration statement on Form S-4, which was declared
effective on January 31, 2024. Holdco, Cedar Fair and Six Flags may
also file other documents with the SEC regarding the Mergers.
Investors and security holders are urged to read the
registration statement regarding the Mergers and all other relevant
documents that are filed or will be filed with the SEC carefully
and in their entirety because they contain important information
about the Mergers and related matters.
Investors and security holders may obtain free copies of the
registration statement and the proxy statement/prospectus, as each
may be amended from time to time, as well as other filings
containing important information about Cedar Fair or Six Flags,
without charge at the SEC’s Internet website (http://www.sec.gov).
Investors and security holders may obtain free copies of the
Registration Statement and the proxy statement/prospectus and other
documents filed with the SEC by Cedar Fair, Six Flags and Holdco
through the web site maintained by the SEC at www.sec.gov or by
contacting the investor relations department of Cedar Fair or Six
Flags at the following:
Cedar Fair
Investor Contact: Michael Russell, 419.627.2233 Media
Contact: Gary Rhodes, 704.249.6119 Alternate Media Contact:
Andrew Siegel / Lucas Pers, Joele Frank, 212.355.4449
Six Flags
Evan Bertrand Vice President, Investor Relations and Treasurer
+1-972-595-5180 investorrelations@sftp.com
The information included on, or accessible through, Cedar Fair’s
or Six Flags’ website is not incorporated by reference into this
communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240618122864/en/
Michael Russell, Cedar Fair, 419.627.2233 Gary Rhodes, Cedar
Fair, 704.249.6119 Evan Bertrand, Six Flags, +1-972-595-5180
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