| Item 1.01. |
Entry into a Material Definitive Agreement. |
On December 17, 2024, Six Flags, Inc., a wholly-owned subsidiary of Six Flags Entertainment Corporation (the “Company”), on behalf of itself and certain other related parties, provided notice to SFOG Acquisition B, L.L.C. (the “Georgia Purchaser”) of exercise of the end-of-term option under (x) that certain Overall Agreement, dated as of February 15, 1997, by and among the Six Flags Fund, Ltd. (L.P.), a Georgia limited partnership (the “Fund”), Six Flags Entertainment Corporation (now-known-as Six Flags, Inc.) (“Six Flags”), a Delaware corporation, and the other parties thereto (as amended or modified, the “Overall Agreement”) and (y) that certain Subordinated Indemnity Agreement, dated as of April 1, 1998, by and among Six Flags and the other parties thereto (the Subordinated Indemnity Agreement, as amended or modified, together with the Overall Agreement, the “Governing Agreements”). The end-of-term option notice relates to Six Flags Over Georgia, including Six Flags White Water Atlanta (“SFOG”), and instructs the Georgia Purchaser to exercise its right to require Fund to redeem all the limited partnership units of the Fund that certain affiliates of the Company do not own as of January 12, 2027, and to acquire certain related entity general partnership and managing member interests, pursuant to and in accordance with the terms and conditions of the Governing Agreements.
Under the Governing Agreements, the price offered, and required to be accepted by the holders of the limited partnership units that the Company does not then own, is based on the agreed upon value of the partnership included in the original agreement, multiplied by the change in the Consumer Price Index (“CPI”) during the term of the agreement. The agreed-upon value for the partnership when the agreement was executed was $250.0 million. As of December 31, 2023, the agreed-upon value, as adjusted for CPI, would have been $483.5 million, and such amount multiplied by the 68.5% of units held by the limited partner for SFOG represented $332.6 million that would have been required to be paid to the limited partner of SFOG in connection with the end-of-term option in addition to the payments to be made to acquire the related entity general partnership and managing member interests. The actual agreed upon value of the end-of-term option will be further adjusted by the CPI until the Company acquires the units. See Note 7 to the Company’s financial statements included in its Quarterly Report on Form 10-Q for the quarter ended September 29, 2024, filed on November 6, 2024 for additional information.