Six Flags Entertainment Corporation announced that the Company and Six Flags Theme Parks, Inc. (?SFTP?), intend to offer, as co-issuers, subject to market conditions and other factors, up to $850 million aggregate principal amount of Senior Secured Notes due 2032 (the ?Notes?) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the ?Securities Act?), and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Company intends to apply the net proceeds from the Notes offering towards (i) the principal amounts outstanding under its existing term loan facility and revolving credit facility and (ii) a portion of the outstanding 7.000% Senior Secured Notes due July 1, 2025 issued by SFTP. The remainder of the net proceeds from the Notes offering are expected to be used (together with other sources of cash) for general corporate purposes, including but not limited to working capital, operating expenses, capital expenditures, debt service requirements, the payment of the special dividend in connection with the Mergers, and the payment of fees and expenses related to the Mergers.

Prior to the consummation of the Mergers, or in the event the Mergers are not consummated, Six Flags and SFTP will be the co-issuers of the Notes. Following the consummation of the Mergers (if the Mergers are consummated), HoldCo will assume the obligations of Six Flags in its capacity as a co-issuer under the Notes and the related indenture, and will thereafter become a co-issuer of the Notes. In addition, if the Mergers are consummated, Canada?s Wonderland Company, Magnum Management Corporation and Millennium Operations LLC (collectively, the ?Cedar Fair Co-Issuers?), each of which is a subsidiary of Cedar Fair, will become a co-issuer of the Notes.

As a result, if the Mergers are consummated, each of SFTP, HoldCo and the Cedar Fair Co-Issuers (together, the ?Co-Issuers?) will be co-issuers of the Notes. The Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain persons outside of the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.