Six Flags Entertainment 425Business combination disclosure

Filed by CopperSteel Hold Co, Inc. pursuant to Rule 425
under the Securities Act of 1933 and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Six Flags Entertainment Corporation
Registration File No. 333-276255
Date: April 16, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported) April 16, 2024

Six Flags Entertainment Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

(972) 595-5000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

As previously announced, on November 2, 2023, Six Flags Entertainment Corporation (“Six Flags,” “we,” “us” or “our”) entered into an Agreement and Plan of Merger (the “Merger Agreement” and the merger transactions contemplated thereby, the “Mergers”) with Cedar Fair, L.P., a Delaware limited partnership (“Cedar Fair”), CopperSteel HoldCo, Inc., a Delaware corporation (“HoldCo”), and CopperSteel Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of HoldCo. Pursuant to the Merger Agreement, Cedar Fair and Six Flags will each merge with and into HoldCo, with HoldCo continuing as the surviving entity.

Included in this Current Report on Form 8-K is the unaudited pro forma condensed combined financial information of HoldCo (including the related notes thereto, the “Unaudited Pro Forma Financial Information”) for the period described in Item 9.01(a) below, which have been prepared with Cedar Fair as the accounting acquirer under accounting principles generally accepted in the United States of America. The Unaudited Pro Forma Financial Information has been prepared from the respective historical consolidated financial statements of Six Flags and Cedar Fair and has been adjusted to reflect the effects of the Mergers and certain financing transactions described in the notes thereto, including the previously announced proposed offering of up to an aggregate principal amount of $850.0 million of Senior Secured Notes due 2032 by Six Flags and its indirect wholly-owned subsidiary, Six Flags Theme Parks Inc. (the financing transactions together with the Mergers, the “Transactions”).

The Unaudited Pro Forma Financial Information has been prepared solely for illustrative purposes and does not necessarily reflect what HoldCo’s financial condition or results of operations would have been had the Transactions occurred on the dates indicated. Further, the Unaudited Pro Forma Financial Information may not be useful in predicting the future financial condition and results of operations of HoldCo. The actual financial position and results of operations may differ materially from the Unaudited Pro Forma Financial Information due to a variety of factors. The unaudited pro forma adjustments included in the Unaudited Pro Forma Financial Information represent management’s estimates based on information available as of the date of the Unaudited Pro Forma Financial Information and are subject to change as additional information becomes available and analyses are performed.

Item 9.01 Financial Statements and Exhibits.

The Unaudited Pro Forma Financial Information giving effect to the Transactions, which includes an unaudited pro forma condensed combined balance sheet as of December 31, 2023 and an unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023, and the notes related thereto, are filed as Exhibit 99.1 hereto and incorporated herein by reference.

(b) Exhibits

Cautionary Statement as to Forward-Looking Information

This report contains certain “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this report that address activities, events or developments that Cedar Fair or Six Flags expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “anticipate,” “believe,” “create,” “expect,” “future,” “guidance,” “intend,” “plan,” “potential,” “seek,” “synergies,” “target,” “will,” “would,” similar expressions, and variations or negatives of these words identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the Mergers and the anticipated benefits thereof. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Cedar Fair and Six Flags, and that could cause actual results to differ materially from those expressed in such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: the expected timing and likelihood of completion of the Mergers, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Mergers; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations and other conditions to the completion of the Mergers, including the possibility that any of the anticipated benefits of the Mergers will not be realized or will not be realized within the expected time period; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that may be instituted against Cedar Fair, Six Flags or their respective directors and others following announcement of the Merger Agreement and Mergers; the inability to consummate the transaction due to the failure to satisfy other conditions to complete the transaction; the potential adverse effects on the market price of either or both of Six Flags common stock or the Cedar Fair units; risks that the Mergers disrupt and/or harm current plans and operations of Cedar Fair or Six Flags, including that management’s time and attention will be diverted on transaction-related issues; the amount of the costs, fees, expenses and charges related to the transaction, including the possibility that the transaction may be more expensive to complete than anticipated; the ability of Cedar Fair and Six Flags to successfully integrate their businesses and to achieve anticipated synergies and value creation; potential adverse restrictions during the pendency of the Mergers that may impact Cedar Fair’s or Six Flags’ ability to pursue certain business opportunities and strategic transactions; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Mergers; legislative, regulatory, political and economic developments and changes in laws, regulations, and policies affecting Cedar Fair and Six Flags; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the Mergers that could affect Cedar Fair’s and/or Six Flags’ financial performance and operating results; acts of terrorism or outbreak of war, hostilities, civil unrest, and other political or security disturbances; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; risks related to the potential impact of general economic, political

and market factors on the companies or the Mergers; those risks described in Item 1A of Cedar Fair’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2024, and subsequent reports on Forms 10-Q and 8-K; and those risks described in Item 1A of Six Flags’ Annual Report on Form 10-K, filed with the SEC on February 29, 2024, and subsequent reports on Forms 10-Q and 8-K (collectively, the “Reports”).

While the list of factors presented here is, and in the Reports are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. The ability of Six Flags or Cedar Fair to achieve the goals for the Mergers may also be affected by our ability to manage the factors identified above. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and actual performance and outcomes may differ materially from those made in or suggested by the forward-looking statements contained in this press release. Neither Six Flags nor Cedar Fair assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 16, 2024

Exhibit 99.1

Unaudited Pro Forma Condensed Combined Financial Information

Introduction

On November 2, 2023, Six Flags Entertainment Corporation, a Delaware corporation (“Six Flags”), Cedar Fair, L.P., a Delaware limited partnership (“Cedar Fair”), CopperSteel HoldCo, Inc., a Delaware corporation (“CopperSteel”) and a subsidiary of Six Flags and Cedar Fair, and CopperSteel Merger Sub, LLC a Delaware limited liability company (“Copper Merger Sub”) and a wholly owned subsidiary of CopperSteel, entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for a merger of equals through (i) the merger of Copper Merger Sub with and into Cedar Fair (the “Cedar Fair First Merger”), with Cedar Fair continuing its existence as the surviving entity (the “Cedar Fair Surviving Entity”) following the Cedar Fair First Merger as a direct subsidiary of CopperSteel, (ii) the subsequent merger of the Cedar Fair Surviving Entity with and into CopperSteel (the “Cedar Fair Second Merger” and together with the Cedar Fair First Merger, the “Cedar Fair Mergers”), with CopperSteel continuing as the surviving corporation, and (iii) the subsequent merger of Six Flags with and into CopperSteel, with CopperSteel continuing as the surviving corporation (the “Six Flags Merger” and together with the Cedar Fair Mergers, the “Mergers”). Six Flags and Cedar Fair intend to complete the Mergers as soon as reasonably practicable and are currently targeting completion of the Mergers during the first half of 2024. The Mergers are subject to regulatory approvals and clearances and other customary closing conditions.

CopperSteel is jointly owned by Six Flags and Cedar Fair and was formed by Six Flags on October 24, 2023, for the purpose of effecting the Mergers. To date, CopperSteel has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement in connection with the Mergers and has nominal assets and liabilities. Upon consummation of the Mergers, Six Flags and Cedar Fair will each have been merged with and into CopperSteel, with CopperSteel surviving as the parent entity and successor corporation to Six Flags and Cedar Fair. Following the closing of the Mergers (the “Closing”), CopperSteel will be headquartered in Charlotte, North Carolina, and is expected to change its name to “Six Flags Entertainment Corporation” and be listed on NYSE under the ticker symbol “FUN.” Separate Financial Statements of CopperSteel are not included in this Form 8-K as CopperSteel is a business combination related shell company and will not be capitalized on other than a nominal basis prior to the effective date of the Mergers.

If the Mergers are completed, subject to certain exceptions, (i) each issued and outstanding unit of limited partnership interest in Cedar Fair (each a “Cedar Fair Unit” and collectively, the “Cedar Fair Units”) will be converted into the right to receive one (1) share of common stock, par value $0.01 per share, of CopperSteel (the “CopperSteel Common Stock”), as may be adjusted pursuant to the Merger Agreement (the “Cedar Fair Exchange Ratio”), together with cash in lieu of fractional shares of CopperSteel Common Stock, without interest and (ii) each issued and outstanding share of common stock, par value $0.025 per share, of Six Flags (the “Six Flags Common Stock”) will be converted into the right to receive 0.5800 shares of CopperSteel Common Stock, as may be adjusted pursuant to the Merger Agreement (the “Six Flags Exchange Ratio”), together with cash in lieu of fractional shares of CopperSteel Common Stock, without interest.

Terms such as Six Flags Stock Options, Six Flags Restricted Shares, Six Flags RSU Awards, Six Flags Deferred Share Unit Awards, Six Flags PSU Awards, Six Flags Board, CopperSteel Stock Options, CopperSteel Restricted Shares, CopperSteel RSU Awards, CopperSteel PSU Awards, Cedar Fair Bonds, Cedar Fair Unit-Settled Deferred Units, Special Dividend and Consent Payment used within the following unaudited pro forma condensed combined financial information shall have the same meanings ascribed thereto as in CopperSteel’s proxy statement/prospectus on Form S-4 (File No. 333-276255), initially filed by CopperSteel on December 22, 2023 and declared effective by the U.S. Securities and Exchange Commission on January 31, 2024 (“CopperSteel’s proxy statement/prospectus on Form S-4”).

The consideration for the merger (“Merger Consideration”) collectively represents (a) a number of validly issued, fully paid and nonassessable shares of CopperSteel Common Stock equal to the Six Flags Exchange Ratio, together with cash in lieu of fractional shares of CopperSteel Common Stock (the “Six Flags Merger Consideration”), and (b) a number of validly issued, fully paid, and nonassessable shares of CopperSteel Common Stock equal to the Cedar Fair Exchange Ratio, together with cash in lieu of fractional shares of CopperSteel Common Stock (the “Cedar Fair Merger Consideration”).

Six Flags, Cedar Fair and CopperSteel have entered into an Amended and Restated Commitment Letter dated as of December 5, 2023 (the “Debt Commitment Letter”), with Goldman Sachs Bank USA (“Goldman Sachs”) and certain other additional arrangers party thereto (together with Goldman Sachs, collectively, the “Arrangers”), pursuant to which the Arrangers have committed to provide a senior secured revolving credit facility consisting of revolving credit commitments in an aggregate amount not to exceed $850 million (the “Committed Debt Financing”) in connection with the Mergers. The Debt Commitment Letter amends, restates and supersedes that certain commitment letter, dated November 2, 2023, which provided revolving credit commitments in an aggregate amount of $800 million. The proceeds from the Committed Debt Financing may be used to, among other things, pay for transaction costs in connection with the Mergers. The obligation of the Arrangers to provide the Debt Financing under the Debt Commitment Letter is subject to a number of conditions, including the receipt of executed loan documentation, accuracy of certain representations and warranties and the consummation of the transactions contemplated by the Merger Agreement.

Prior to the Closing Date, Six Flags intends to co-issue, with Six Flags Theme Parks Inc., a Delaware corporation and a wholly owned subsidiary of Six Flags (“SFTP”), $850 million in aggregate principal amount of new Senior Secured Notes due 2032 (the “New Senior Secured Notes”). The net proceeds from such offering (the “Senior Secured Notes Offering”) will be used to repay in full the loans currently outstanding under Six Flags’ $500.0 million revolving credit loan facility (the “Six Flags Revolving Credit Facility”), repay in full Six Flags’ $479.0 million Tranche B Term Loan facility (the “Six Flags Term Loan B”), and repay up to $165 million of the 7.000% Senior Secured Notes due 2025 issued by SFTP (the “Six Flags 2025 Senior Notes”), which had principal amounts outstanding of $180 million, $479 million and $365 million, respectively, as of December 31, 2023. The remainder of the net proceeds from the Senior Secured Notes Offering is 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 and the payment of the Special Dividend and fees and expenses related to the Mergers. The foregoing summary of the anticipated terms of the Senior Secured Notes Offering and the use of proceeds therefrom reflects certain expectations and assumptions of Six Flags and its management as of the date of this filing and remains subject to change. No assurances can be given that the Senior Secured Notes Offering will be consummated on the terms anticipated, if at all.

Six Flags, Cedar Fair, and CopperSteel have also engaged the Arrangers to use commercially reasonable efforts to arrange (x) a new term loan B facility in aggregate principal amount of at least $1,000 million (the “New Cedar Fair Term Loan B Facility”), the net proceeds of which are intended to be used to redeem all of Cedar Fair’s outstanding 5.500% Senior Secured Notes due 2025 (of which an aggregate principal amount of $1,000 million was outstanding as of December 31, 2023) and (y) a new revolving credit facility consisting of revolving credit commitments in an aggregate amount of $300 million (the “Interim New Cedar Fair Revolving Facility”), which will replace and refinance Cedar Fair’s existing revolving credit facility. Upon consummation of the Merger, it is anticipated that the Interim New Cedar Fair Revolving Facility will be replaced by the Committed Debt Financing as contemplated in the Debt Commitment Letter. The New Cedar Fair Term Loan B Facility and the Interim New Cedar Fair Revolving Facility are excluded from the following unaudited pro forma condensed combined financial information as definitive agreements to provide commitments in respect of the New Cedar Fair Term Loan B Facility and the Interim New Cedar Fair Revolving Facility have not been entered into by Cedar Fair as of the date of this filing. As the New Cedar Fair Term Loan B Facility is not directly attributable to the proposed Mergers nor has a definitive agreement been entered into with respect to the New Cedar Fair Term Loan B Facility, it is excluded from the pro forma adjustments.

The following unaudited pro forma condensed combined financial information has been prepared from the respective historical consolidated financial statements of Six Flags and Cedar Fair and has been adjusted to reflect (i) the completion of the Mergers, (ii) proceeds and uses of the Committed Debt Financing entered into in connection with the Mergers, and (iii) the conversion of Cedar Fair Units to CopperSteel Common Stock and associated income tax effects, collectively (the “Transactions”). Additionally, the following unaudited pro forma condensed combined financial information has been adjusted to reflect proceeds and uses of the Senior Secured Notes Offering. The Unaudited Pro Forma Condensed Combined Balance Sheet is presented as if the Transactions and the Senior Secured Notes Offering had occurred on December 31, 2023, and the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2023, are presented to give effect to the Transactions and the Senior Secured Notes Offering as if they occurred on January 1, 2023.

The Mergers will be accounted for as a business combination using the acquisition method of accounting, with Cedar Fair as the accounting acquiror. Cedar Fair was determined to be the accounting acquiror primarily based on the evaluation of the following facts and circumstances (i) Cedar Fair equity holders will own a majority of the voting rights of CopperSteel following consummation of the Mergers; following the completion of the Mergers, it is anticipated that persons who were unitholders and stockholders of Cedar Fair and Six Flags, respectively, immediately prior to the Mergers will own approximately 51.2% and 48.8% of CopperSteel

Common Stock, respectively, on a fully diluted basis, (ii) Cedar Fair’s current CEO and CFO will lead the CopperSteel management team as CEO and CFO, while Six Flags’ current CEO and CFO will serve as Executive Chairman of the CopperSteel Board and Chief Integration Officer, respectively, (iii) CopperSteel’s Board of Directors will consist of twelve members, six of whom shall be designated by Cedar Fair and Six Flags and (iv) CopperSteel will be headquartered in Charlotte, North Carolina, which is consistent with the location of Cedar Fair executive leadership prior to the Mergers and does not represent a change in Cedar Fair’s operations or management. The pro forma condensed combined financial information has been prepared to reflect transaction accounting adjustments and financing adjustments to Cedar Fair’s historical financial information.

The pro forma Merger Consideration and purchase price allocation are preliminary and are based upon estimates of the fair market values of the assets and liabilities of Six Flags as of December 31, 2023, utilizing currently available information. Assumptions and estimates underlying the pro forma adjustments, preliminary Merger Consideration, and preliminary purchase price allocations are described in the accompanying notes, which should be read in conjunction with the pro forma condensed combined financial information.

As of the date of this filing, the necessary valuations to arrive at the required final estimates of the fair value and the related allocation of purchase price to acquired assets and liabilities have not been completed, nor have all adjustments necessary to conform Six Flags accounting policies to those of Cedar Fair been identified. A final determination of the fair value of Six Flags’ assets and liabilities will be based on those that exist as of the date on which the Closing occurs (the “Closing Date”), and therefore, cannot be made prior to the completion of the Mergers. In addition, the value of the CopperSteel Common Stock to be distributed upon Closing will be determined based on the market price of Six Flags Common Stock on the Closing Date. The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The final purchase price allocation and measurement of Merger Consideration will be performed subsequent to closing and may be materially different than that reflected herein.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what CopperSteel’s financial condition or results of operations would have been had the Transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of CopperSteel. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and analyses are performed. The assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2023

(in thousands, except per unit and per share data)

Notes To Unaudited Pro Forma Condensed Combined Financial Information

Note 1. Basis of Presentation

The pro forma combined financial statements were prepared utilizing the historical financial information of Cedar Fair and Six Flags in accordance with Article 11 of the SEC Regulation S-X, and they incorporate the acquisition method of accounting in accordance with GAAP. Certain transaction accounting adjustments and financing adjustments have been computed in order to show the effects of the Mergers and the Senior Secured Notes Offering on the condensed combined historical financial information of Cedar Fair and Six Flags. These adjustments are preliminary and based upon the estimated fair value of Merger Consideration and management’s estimates of fair value of the assets acquired and liabilities assumed.

The unaudited pro forma condensed combined financial information is presented as follows:

Following the Closing, CopperSteel will adopt the Cedar Fair fiscal calendar. Accordingly, the Unaudited Pro Forma Condensed Combined Balance Sheet is presented as if the Transactions and the Senior Secured Notes Offering had occurred on December 31, 2023, and the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2023, give effect to the Transactions and the Senior Secured Notes Offering as if they occurred on January 1, 2023.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Mergers and integration costs that may be incurred. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that management believes are reasonable under the circumstances. There are no material transactions between Cedar Fair and Six Flags during the periods presented.

Note 2. Accounting policies and reclassification adjustment

The accounting policies of CopperSteel shall be those of the accounting acquiror, Cedar Fair. Upon consummation of the Mergers, CopperSteel management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, post-Closing CopperSteel management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of CopperSteel post-Closing. Based on its initial analysis, with the exception of certain reclassification adjustments discussed below, each of Six Flags’ and Cedar Fair’s management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

Note 3. Preliminary Purchase Price Allocation

The Mergers will be accounted for as a business combination under Accounting Standards Codification (“ASC”) 805, Business Combinations, using the acquisition method of accounting, and Cedar Fair has been determined to be the accounting acquirer. The allocation of the preliminary estimated purchase price with respect to the Mergers is based upon Six Flags’ and Cedar Fair’s management’s estimates and assumptions related to the fair value of assets acquired and liabilities assumed as of December 31, 2023, using currently available information. The estimated fair value of Merger Consideration transferred is based on the closing Six Flags Common Stock price per share as of April 5, 2024, and shares outstanding as of December 31, 2023. As the pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation may be materially different from the pro forma amounts included herein.

Adjustments to the estimated amounts or recognition of additional assets acquired or liabilities assumed may occur as additional information is obtained and as more detailed analyses are completed after the Closing Date, and the purchase price allocation will be finalized as soon as reasonably practicable after the Closing Date.

The preliminary purchase price allocation is subject to change due to several factors, including, but not limited to:

Refer to the following table for the computation of the preliminary estimated fair value of Merger Consideration transferred:

The following table summarizes the preliminary purchase price allocation of the assets acquired and liabilities assumed in the Mergers:

Note 4. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The unaudited pro forma condensed combined financial information has been prepared assuming that, upon the consummation of the Mergers, CopperSteel will incur financing in the form of a new revolving credit facility with $850 million of aggregate commitments which will replace the existing revolving credit facilities of each of Cedar Fair and Six Flags, with initial borrowings of approximately $231.7 million, the net proceeds from which are expected to be used to fund the payment of the Special Dividend and fees and expenses related to the Mergers. As of the date of this filing, the foregoing is the anticipated debt to be incurred on the Closing Date, but such financing structure is subject to change at the discretion of Cedar Fair and Six Flags.

The pro forma adjustments included in the Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2023 are as follows:

The fair value estimate has been determined using a combination of a cost and market approach. Significant factors considered in the cost approach include replacement cost, reproduction cost, depreciation, physical deterioration, functional obsolescence and economic obsolescence of the assets. The market approach estimates fair value by utilizing market data for similar assets. This preliminary fair value estimate could include assets that are not intended to be used, may be sold, or are intended to be used in a manner other than their best use. The final determination of fair value of property and equipment, as well as estimated useful lives, remains subject to change. The finalization may have a material impact on the valuation of property and equipment and the purchase price allocation, which is expected to be finalized subsequent to the Mergers.

The fair value estimate for all identifiable intangible assets is preliminary and is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). This preliminary fair value estimate could include assets that are not intended to be used, may be sold, or are intended to be used in a manner other than their best use. The final determination of fair value of intangible assets, as well as estimated useful lives, remains subject to change. The finalization may have a material impact on the valuation of intangible assets and the purchase price allocation, which is expected to be finalized subsequent to the Mergers.

These estimates are preliminary as adjustments to our deferred taxes could change due to further refinement of our statutory income tax rates used to measure our deferred taxes and changes in the estimates of the fair values of assets acquired and liabilities assumed that may occur in conjunction with the closing of the Transactions. These changes in estimates could be material.

These estimates are preliminary as adjustments to our deferred taxes could change due to further refinement of our statutory income tax rates used to measure our deferred taxes and changes in the estimates of the fair values of assets acquired and liabilities assumed that may occur in conjunction with the closing of the Transactions. These changes in estimates could be material.

See also corresponding tick mark explanations.

See also corresponding tick mark explanations.

See also corresponding tick mark explanations.

Note 5. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

In order to mitigate the possible impact of Sections 280G and 4999 of the Code on Six Flags and certain Six Flags employees, including Messrs. Bassoul and Mick, effective December 20, 2023, the Six Flags Board approved the following in connection with the Mergers:

The adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations give effect to these provisions, to the extent material.

The pro forma adjustments included in the Unaudited Pro Forma Condensed Combined Statement of Operations are as follows:

Note 6. Financing Adjustments

Prior to the Closing Date, Six Flags intends to co-issue, with SFTP, $850 million in aggregate principal amount of New Senior Secured Notes. For the purposes of the unaudited pro forma condensed combined financial information, we have assumed that the New Senior Secured Notes will carry an interest rate of 6.75% per annum. The actual interest rate of the New Senior Secured Notes may vary from such assumed amount for various reasons, including prevailing interest rates, market conditions and other factors. Six Flags will use the net proceeds from the Senior Secured Notes Offering to repay in full the loans currently outstanding under the Six Flags Revolving Credit Facility, repay in full the Six Flags Term Loan B, and repay up to $165 million of the Six Flags 2025 Senior Notes, which have principal amounts outstanding of

$180 million, $479 million, and $365 million, respectively, as of December 31, 2023. The remainder of the net proceeds from the Senior Secured Notes Offering is 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 and the payment of the Special Dividend and fees and expenses related to the Mergers. The adjustments related to the Senior Secured Notes Offering and extinguishment of the borrowings under the Six Flags Revolving Credit Facility, the Six Flags Term Loan B, and the Six Flags 2025 Senior Notes are shown in a separate column as “Financing Adjustments” within the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information has been prepared assuming that, immediately following the consummation of the Mergers, CopperSteel will assume the obligations of Six Flags as a co-issuer of the New Senior Secured Notes.

Note 7. Earnings Per Share

The following table sets forth the computation of pro forma basic and diluted earnings per share for the year ended December 31, 2023.