Six Flags Entertainment Corporation (NYSE:FUN) (the "Company," "Six Flags," "we," "us" or "our"), the largest regional amusement park operator in North America, today announced that the Company and its wholly-owned subsidiaries, Canada's Wonderland Company ("Canada's Wonderland") and Millennium Operations LLC ("Millennium Operations" and, together with Canada's Wonderland, the "Subsidiary Co-Issuers," and, together with the Company, the "Co-Issuers"), intend to offer, subject to market conditions and other factors, $1.0 billion in aggregate principal amount of Senior Notes due 2032 (the "Notes") in a private offering (the "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 Offering, together with cash on hand, towards the full redemption (the "Redemptions") of the Company's 5.375% Senior Notes due April 15, 2027 and 5.500% Senior Notes due April 15, 2027 (collectively, the "2027 Notes") and to pay accrued and unpaid interest on the 2027 Notes, if any, to, but not including, the redemption date, and to pay fees and expenses in connection with the Offering and the Redemptions. Concurrently with the commencement of the Offering, the Company issued notices of conditional full redemption to holders of the applicable 2027 Notes to redeem the respective 2027 Notes in full. The Redemptions are each conditioned upon the consummation of a financing, which may be satisfied by the Offering, resulting in aggregate gross proceeds to the Company of at least $1.0 billion. There can be no assurances as to when and if such conditions will be satisfied and the Company may waive the conditions at its discretion.