Item 3. Source and Amount of Funds or Other Consideration
Item 4 of this Schedule 13D is incorporated herein by reference.
As described in Item 4 below, on July 1, 2024, pursuant to the Agreement and Plan of Merger, dated as of November 2, 2023 (the “Merger Agreement”), by and among the Issuer (f/k/a CopperSteel HoldCo, Inc.), Former Six Flags, Cedar Fair, L.P. (“Cedar Fair”) and CopperSteel Merger Sub, LLC, each share of common stock of Former Six Flags was converted into the right to receive 0.58 shares of common stock of the Issuer (“Six Flags Conversion Ratio”).
Item 4. Purpose of Transaction.
On July 1, 2024, Former Six Flags completed the previously announced merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of November 2, 2023 (the “Merger Agreement”), by and among the Former Six Flags, Cedar Fair, the Issuer, and CopperSteel Merger Sub, LLC (“Copper Merger Sub”). Pursuant to the Merger Agreement, (i) Copper Merger Sub was merged with and into Cedar Fair (the “Cedar Fair First Merger”), with Cedar Fair continuing as the surviving entity (the “Cedar Fair Surviving Entity”) and a direct subsidiary of the Issuer, (ii) the Cedar Fair Surviving Entity was subsequently merged with and into the Issuer (the “Cedar Fair Second Merger” and together with the Cedar Fair First Merger, the “Cedar Fair Mergers”), with the Issuer continuing as the surviving corporation, and (iii) Former Six Flags merged with and into the Issuer(the “Six Flags Merger” and together with the Cedar Fair Mergers, the “Mergers”), with the Issuer continuing as the surviving corporation. Upon the consummation of the Mergers, the separate legal existences of Copper Merger Sub, Cedar Fair and Former Six Flags ceased, and the Issuer changed its name from “CopperSteel HoldCo, Inc.” to “Six Flags Entertainment Corporation.” Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.
Upon completion of the Mergers, subject to certain exceptions, each issued and outstanding share of common stock, par value $0.025 per share of Former Six Flags was converted into the right to receive 0.5800 shares of the Issuer’s Common Stock, together with cash in lieu of fractional shares of the Issuer’s Common Stock, without interest.
The foregoing description of the Merger Agreement is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
Item 5. Interest in Securities of the Issuer.
The information contained on the cover pages of this Schedule 13D are incorporated into this Item 5 by reference.
(a) and (b)
After giving effect to the transactions contemplated by the Mergers, the Reporting Persons beneficially own an aggregate of 6,611,999 shares of Common Stock, representing 6.6% of the 100,227,720 shares of Common Stock outstanding as of July 1, 2024, based on information provided by the Issuer.
The reported securities are directly held by certain funds owned and managed by H Management. Mr. Jaffer is the managing member of H Management. As such, H Management and Mr. Jaffer may be deemed to have shared voting and dispositive and investment power with respect to, and therefore beneficially own, the reported securities, which constitute approximately 6.6% of the Issuer’s Common Stock outstanding.
Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of any Common Stock referred to in this Statement for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.