Six Flags Entertainment Corporation/NEW 8-K

What Happened
On January 6, 2026, Six Flags Entertainment Corporation announced it commenced an offering of $1,000,000,000 aggregate principal amount of senior notes due 2032 in transactions exempt from registration under the Securities Act. The company said the proceeds, together with cash on hand, will be used to fund the full redemption of its 5.375% and 5.500% Senior Notes due April 15, 2027 (the “2027 Notes”), pay accrued interest to the redemption date (if any), and cover fees and expenses. Concurrently, Six Flags issued notices of conditional full redemption to holders of the 2027 Notes; the redemptions are conditioned on the offering closing and producing at least $1.0 billion gross proceeds (the company may waive conditions).

Key Details

• Offering: $1,000,000,000 aggregate principal amount of senior notes due 2032 (commenced Jan 6, 2026).
• Use of proceeds: Redeem all 5.375% and 5.500% Senior Notes due April 15, 2027, plus accrued interest and related fees/expenses.
• Redemption condition: Redemptions of the 2027 Notes are conditioned on the Offering resulting in at least $1.0B gross proceeds; timing and completion are not assured.
• Pro forma financials: An unaudited pro forma condensed combined statement of operations for the year ended Dec 31, 2024 (reflecting the July 1, 2024 merger of legacy Six Flags and Cedar Fair) is attached as Exhibit 99.2.

Why It Matters
This filing signals a planned refinancing that would replace near-term 2027 maturities with longer-dated debt (2032) if the offering closes, potentially changing the company's debt maturity profile. The conditional nature of the redemptions means the 2027 Notes remain outstanding until the offering is completed (or conditions are waived). The attached pro forma 2024 results provide investors a snapshot of the combined company after the July 1, 2024 merger, useful for evaluating post-merger operations and leverage—while Six Flags notes there is no assurance the offering or expected outcomes will occur.