Six Flags Announces Pricing of $850 Million of 6.625% Senior Secured Notes due 2032 - Seite 2

Prior to the consummation of the Mergers, or in the event the Mergers are not consummated, the Notes will be guaranteed on a senior secured basis by each of Six Flags’ current and future wholly-owned domestic restricted subsidiaries (other than SFTP, which will be a co-issuer of the Notes) that guarantee Six Flags’ senior secured credit agreement or the existing senior notes issued by Six Flags or SFTP (the “Six Flags Subsidiary Guarantors”), subject to certain exceptions. Following the consummation of the Mergers (if the Mergers are consummated), the Six Flags Subsidiary Guarantors, each entity that was a wholly-owned subsidiary of Cedar Fair immediately prior to the consummation of the Mergers (other than the Cedar Fair Co-Issuers) that guarantees indebtedness under Cedar Fair’s new revolving credit facility (the “Cedar Fair Subsidiary Guarantors”), and any other direct and indirect restricted subsidiaries of HoldCo that guarantee indebtedness under the new senior secured credit facilities to be entered into by HoldCo (together with the Six Flags Subsidiary Guarantors and the Cedar Fair Subsidiary Guarantors, collectively, the “Guarantors”). The Notes and the related guarantees will be secured by a first priority security interest in substantially all of the assets of Six Flags, SFTP and the Six Flags Subsidiary Guarantors, subject to certain exceptions, prior to the consummation of the Mergers. Following the consummation of the Mergers, the Notes and the related guarantees will be secured by a first priority security interest in substantially all of the assets of the Co-Issuers and the Guarantors, subject to certain exceptions.

The Notes will be offered 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 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.