NEW YORK, April 17 /PRNewswire-FirstCall/ -- Six Flags, Inc. ("Six Flags"
or "SFI") announced today the commencement of an offer to exchange any and all
of the following notes (collectively, the "SFI Notes") for shares of common
stock of Six Flags (the "Common Stock"). The SFI Notes available for exchange
in this offer include:
-- 8-7/8% Senior Notes due 2010 of Six Flags, Inc.;
-- 9-3/4% Senior Notes due 2013 of Six Flags, Inc.; and
-- 9-5/8% Senior Notes due 2014 of Six Flags, Inc.
For each
$1,000
Principal
Amount,
For each Exchanged,
$1,000 Total
Claims(1) Consider-
Exchanged, ation
Total (# of
Outstanding Consideration Shares
Principal (# of shares of
Six Flags, Inc. Amount of Common Common
Notes to be Exchanged CUSIP No. (in millions) Stock(2)) Stock)
8-7/8% Senior Notes
due 2010 83001P AD1 $131.1 18.5857 19.2455
(the "SFI 2010 Notes")
9-3/4% Senior Notes
due 2013 83001P AF6 $142.4 18.5857 18.9380
(the "SFI 2013 Notes")
83001P AH2
9-5â„8% Senior Notes
due 2014 83001P AK5 $314.8 18.5857 19.6057
(the "SFI 2014 Notes")
(1) Claims consists of principal amount, and accrued and unpaid interest
thereon through, and including, June 25, 2009.
(2) All Common Stock share numbers in this communication reflect the
consummation of the 1-for-100 reverse stock split that is a condition
to the Restructuring Plan (as defined below).
Six Flags is offering to exchange (the "Exchange Offer") all properly
tendered and accepted SFI Notes for shares of Common Stock. Subject to the
terms and conditions of the Exchange Offer, each holder of SFI Notes (each, a
"Holder" and collectively, the "Holders") who validly tenders prior to the
Expiration Date (as defined below) and does not revoke all SFI Notes held by
such Holder prior to the Withdrawal Deadline (as defined below) will receive
the Total Consideration in the table above. Holders who tender, and do not
revoke, their SFI Notes in the Exchange Offer will not be entitled to any
interest on such SFI Notes from June 25, 2009, regardless of when the Exchange
Offer closes, and any subsequent interest that would otherwise have been
accrued on such SFI Notes will be deemed paid in full upon receipt of the
Total Consideration in the Exchange Offer. Six Flags currently intends to
take advantage of the applicable 30-day grace period for making the
semi-annual cash interest payment due on June 1, 2009 on the SFI 2014 Notes.
The cash interest that Holders of the SFI 2014 Notes would otherwise be
entitled has been included in the calculation of the number of shares of
Common Stock such Holders are being offered in the Exchange Offer and will
receive in lieu of such cash interest payment.
Concurrently with the Exchange Offer, Six Flags is also soliciting
consents from the Holders (the "Consent Solicitation") for certain amendments
to the indentures pursuant to which the SFI Notes were issued (as each may
have been amended and supplemented from time to time, collectively, the
"Indentures"), to eliminate or amend substantially all of the restrictive
covenants and modify certain of the events of default and various other
provisions contained in the Indentures (collectively, the "Proposed
Amendments"). A tender by any Holder in the Exchange Offer will also
constitute an approval by such Holder of the Proposed Amendments. The
Proposed Amendments will not become operative unless and until the Exchange
Offer is consummated.
The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New
York City time, on June 25, 2009, unless extended or earlier terminated (the
"Expiration Date"). Tenders of SFI Notes pursuant to the Exchange Offer may
be withdrawn and consents delivered pursuant to the Consent Solicitation may
be revoked at any time until May 29, 2009 (the "Withdrawal Deadline").
Thereafter, such tenders may be withdrawn and consents may be revoked only if
the Exchange Offer and the Consent Solicitation are terminated without any SFI
Notes being accepted for exchange pursuant to the Exchange Offer.
The Exchange Offer and the Consent Solicitation are part of a
restructuring plan (the "Restructuring Plan") with respect to the SFI Notes,
the 4.50% Convertible Senior Notes due 2015 (the "SFI Convertible Notes") and
the Preferred Income Equity Redeemable Shares (the "PIERS"). As part of the
Restructuring Plan, SFI also plans to conduct (i) a separate exchange offer
for $280 million aggregate principal amount, plus accrued and unpaid interest
thereon through June 25, 2009, of the SFI Convertible Notes to exchange
18.5857 shares of Common Stock for each $1,000 of Claims of SFI Convertible
Notes validly tendered and not revoked (the "Convertible Note Exchange
Offer"), and (ii) a consent solicitation from the holders of 11.5 million
currently outstanding PIERS to amend the terms of the PIERS to provide, among
other things, that each initial $25.00 of liquidation preference, plus accrued
and unpaid dividends thereon through June 25, 2009, shall automatically
convert into 0.17 shares of Common Stock upon consummation of the
Restructuring Plan (the "PIERS Amendment"). If the Restructuring Plan is
successful and all of the Holders of SFI Notes and holders of SFI Convertible
Notes participate therein, the PIERS would be converted to approximately 10%
of the outstanding Common Stock, the SFI Convertible Notes would be exchanged
for approximately 26.7% of the outstanding Common Stock and the SFI Notes
would be exchanged for approximately 58.3% of the outstanding Common Stock,
with the existing holders of Common Stock holding approximately 5.0% of the
outstanding Common Stock, in each case prior to taking into account the
issuance of any equity under an equity incentive plan to be adopted in
connection with the Restructuring Plan.
The consummation of the Exchange Offer is conditioned upon the
satisfaction or waiver of the other conditions set forth in the Offering
Memorandum, dated April 17, 2009 (the "Offering Memorandum"), including, among
other things: (i) at least 95% of the aggregate principal amount of each of
the SFI Notes are validly tendered for exchange and not revoked by the
Withdrawal Deadline, such tenders of SFI Notes being irrevocable thereafter,
and Holders representing such SFI Notes deliver their consents to the Proposed
Amendments; (ii) at least 95% of the outstanding aggregate principal amount of
the SFI Convertible Notes are validly tendered for exchange and not revoked by
May 29, 2009, that holders of such SFI Convertible Notes do not withdraw their
SFI Convertible Notes on or prior to the Expiration Date, and holders
representing such SFI Convertible Notes deliver their consents to proposed
amendments to the SFI Convertible Notes similar to the Proposed Amendments in
the Convertible Note Exchange Offer; (iii) holders of a majority of the
outstanding liquidation preference of the PIERS consent to the PIERS
Amendment; and (v) holders of a majority of the outstanding shares of Common
Stock consent to the adoption of a new equity incentive plan, the PIERS
Amendment, a 1-for-100 reverse stock split and an increase in Six Flags'
authorized shares of common stock and certain other amendments to Six Flags'
certificate of incorporation.
In the event that the Restructuring Plan does not occur, Six Flags intends
to explore all other restructuring alternatives available to it at that time,
which may include an alternative out-of-court restructuring or the
commencement of a chapter 11 plan of reorganization, with or without a
pre-arranged plan of reorganization. There can be no assurance that any
alternative restructuring arrangement or plan could be accomplished.
Six Flags' obligations to accept any SFI Notes tendered and to pay the
applicable consideration for them are set forth solely in the Offering
Memorandum relating to the Exchange Offer and Consent Solicitation to be filed
with the Securities and Exchange Commission (the "SEC") on Form 8-K and the
accompanying Letter of Transmittal. Persons with questions regarding the
Exchange Offer and Consent solicitation should review the Offering Memorandum
or contact Globic Advisors, Inc., the information agent for the Exchange Offer
and Consent Solicitation, at (800) 974-5771. This news release is neither an
offer to purchase nor a solicitation of an offer to sell the SFI Notes. The
Exchange Offer and Consent Solicitation is made only by, and pursuant to the
terms set forth in the Offering Memorandum, and the information in this news
release is qualified by reference to the Offering Memorandum and the
accompanying Letter of Transmittal. Subject to applicable law, Six Flags may
amend, extend or terminate the Exchange Offer and Consent Solicitation.
The Common Stock will be issued pursuant to the exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 3(a)(9) of the Securities Act and the
exemption from state securities law requirements provided by Section
18(b)(4)(C) of the Securities Act. We have made no arrangements for and have
no understanding with any dealer, salesman or other person regarding the
solicitation or recommendation of tenders hereunder. Any such solicitation or
recommendation of tenders by persons other than Six Flags must not be relied
upon by you as having been authorized by Six Flags.
About Six Flags
Six Flags, Inc. is the world's largest regional theme park company with 20
parks across the United States, Mexico and Canada, and soon will be expanding
beyond North America with destinations in Dubai and Qatar. Since 1961,
hundreds of millions of families have trusted Six Flags to combine
friendly-clean-fast-safe service with affordable, value-packed thrills,
record-shattering roller coasters and special events like the Summer Concert
Series, Fright Fest and Holiday in the Park. Six Flags' wide array of
entertainment options reaches all demographics - families, teens, tweens and
thrill seekers alike - featuring themed attractions based on skateboarding
legend Tony Hawk, the ultimate daredevil Evel Knievel, movie franchises The
Dark Knight and The Mummy; as well as world-renowned, kid-friendly brands
including Looney Tunes, the Justice League of America, The Wiggles and Thomas
the Tank Engine.
Six Flags continues to develop new avenues for growth, acquiring ownership
and management of Dick Clark Productions, producer of such perennial
television hits as the American Music Awards, the Golden Globe Awards, the
Academy of Country Music Awards, Dick Clark's New Year's Rockin' Eve and So
You Think You Can Dance. Six Flags, Inc. is a publicly-traded corporation
headquartered in New York City.
Important Additional Information for Investors and Security Holders
The Convertible Note Exchange Offer, which has not yet commenced, will be
made for all of the outstanding SFI Convertible Notes. In addition, the
PIERS Amendment requires the approval of a majority of the holders thereof and
the Restructuring Plan requires the approval of a majority of Six Flags'
shareholders. The solicitation of the holders of the PIERS and Six Flags'
shareholders have not yet commenced. This communication is for informational
purposes only and is not a solicitation of consents or proxies, or an offer to
exchange, or solicitation of an offer to exchange, SFI Convertible Notes, and
this communication shall not constitute a solicitation of consents or proxies
from holders of the PIERS or Six Flags' shareholders or an offer, or
solicitation of an offer, to buy or exchange securities for any purpose. Any
such solicitation of consents or proxies from holders of the PIERS shall be
separately communicated in a Proxy Statement, and any offer, or solicitation
of an offer, to exchange SFI Convertible Notes shall be separately
communicated in an Exchange Offer Statement, in each case filed with the SEC
and distributed to shareholders in accordance with applicable regulations of
the SEC governing the solicitation of consents and proxies, and offers, and
solicitations of offers, to buy or exchange securities.
The Proxy Statement and Exchange Offer Statement will contain important
information about the PIERS Amendment and the Convertible Note Exchange Offer.
Security holders should read carefully the Proxy Statement and Exchange Offer
Statement to be filed by Six Flags with the SEC before they make any decision
with respect to the PIERS Amendment or the Convertible Note Exchange Offer
because those documents will contain important information, including the
terms and conditions of the PIERS Amendment and Convertible Note Exchange
Offer. The Proxy Statement and Exchange Offer Statement and all other
documents filed with the SEC in connection with the PIERS Amendment and
Convertible Note Exchange Offer will be available, as and when filed, free of
charge at the SEC's web site at www.sec.gov. In addition, the Proxy Statement
and Exchange Offer Statement and all other documents filed with the SEC in
connection with the PIERS Amendment and the Convertible Note Exchange Offer
will be made available to investors free of charge by contacting Globic
Advisors, Inc., the information agent for the Restructuring Plan, at (800)
974-5771.
The solicitation of consents or proxies and the Convertible Note Exchange
Offer are not being made nor will any tender of consents, proxies or SFI
Convertible Notes be accepted from or on behalf of holders in any jurisdiction
in which the making of the solicitation or offers or the acceptance of any
tender of SFI Convertible Notes would not be made in compliance with laws of
such jurisdiction.
Forward Looking Statements:
Statements in this press release that are not reported financial results
or other historical information are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. They include,
for example, statements about the terms of the exchange offer and the
timeframe for its completion. Forward-looking statements may be identified by
the use of forward-looking terminology such as the words "expect," "plans,"
"intend," "may," "will," and other terms with similar meaning indicating
possible future events or potential impact on the business or other
stakeholders of Six Flags and its subsidiaries. The reader is cautioned not
to place undue reliance on these forward-looking statements, which are not
guarantees of future performance. These statements are based on management's
current assumptions, beliefs and expectations, all of which involve a number
of business risks and uncertainties that could cause actual results to differ
materially. These risks and uncertainties include, but are not limited to, the
condition of the U.S. credit markets generally and worsening industry
conditions. Additional factors are detailed from time to time in Six Flags'
filings with the Securities and Exchange Commission (SEC), including those
factors contained in Six Flags' Annual Report on Form 10-K for the year ended
December 31, 2008 under the caption "Risk Factors." All forward-looking
statements in this news release are expressly qualified by information
contained in Six Flags' filings with the SEC. Six Flags disclaims any
obligation to update or revise any forward-looking information.
SOURCE Six Flags, Inc.
CONTACT: Media - Sandra Daniels, +1-212-652-9360;
or
Investor Relations
William Schmitt, +1-203-682-8200
Web Site: http://www.sixflags.com
