UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~June~~July 261, 2024

CEDAR FAIR, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-9444	34-1560655
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification Number)

One Cedar Point Drive,
One Cedar Point Drive
Sandusky, Ohio		44870-5259
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (419) 626-0830

N/A

(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:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of ~~Each~~each ~~Class~~class ~~Trading Symbol~~TradingSymbol(s) Name Ofof ~~Each~~each ~~Exchange~~exchange Onon ~~Which~~which ~~Registered~~registered Depositary Units (Representing Limited Partner Interests) FUN New York Stock Exchange

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 Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

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 82.01. ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

AsOn ~~previously~~July ~~announced~~1, on2024 ~~November 2,~~(the ~~2023~~“Closing Date”), Cedar Fair, L.P., a(the ~~Delaware~~“Partnership”) ~~limited~~completed ~~partnership~~the ~~(“Cedar~~previously ~~Fair”)~~announced ~~entered~~merger ~~into~~of anequals transaction contemplated by the Agreement and Plan of Merger, dated as of November 2, 2023 (the “Merger Agreement”), by and among the ~~merger~~Partnership, ~~transactions~~Six ~~contemplated~~Flags ~~thereby~~Entertainment Corporation (“Former Six Flags”), ~~the~~CopperSteel HoldCo, Inc. (“~~Mergers~~HoldCo”), ~~with~~and ~~Six~~CopperSteel ~~Flags~~Merger ~~Entertainment~~Sub, ~~Corporation~~LLC (“Copper Merger Sub”). Pursuant to the Merger Agreement, a(i) Copper ~~Delaware~~Merger ~~corporation~~Sub was merged with and into the Partnership (the “~~Six~~Cedar ~~Flags~~Fair First Merger”), ~~CopperSteel~~with ~~HoldCo,~~the ~~Inc.,~~Partnership acontinuing ~~Delaware~~as ~~corporation~~the surviving entity (the “~~HoldCo~~Cedar Fair Surviving Entity”) and a direct subsidiary of HoldCo, (ii) the Cedar Fair Surviving Entity was subsequently merged with and into HoldCo (the “Cedar Fair Second Merger” and together with the Cedar Fair First Merger, the “Cedar Fair Mergers”), with HoldCo continuing as the surviving corporation, and (iii) Former Six Flags, merged with and ~~CopperSteel~~into HoldCo (the “Six Flags Merger” ~~Sub~~and together with the Cedar Fair Mergers, ~~LLC~~the “Mergers”), awith ~~Delaware~~HoldCo ~~limited~~continuing ~~liability~~as ~~company~~the ~~and~~surviving ~~wholly~~corporation. ~~owned~~Upon ~~subsidiary~~the consummation of the Mergers, the separate legal existences of Copper Merger Sub, the Partnership and Former Six Flags ceased, and HoldCo changed its name to “Six Flags Entertainment Corporation.” Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.

OnUpon ~~June~~completion of the Mergers, subject to certain exceptions, (i) 26each issued and outstanding unit of limited partnership interest in the Partnership, ~~2024~~including limited partnership interests underlying depositary units representing limited partnership interests on deposit with the Depositary pursuant to the Deposit Agreement (each, a “Cedar Fair Unit” and ~~Six~~collectively, ~~Flags~~the ~~announced~~“Cedar ~~via~~Fair ~~joint~~Units”) ~~press~~(excluding ~~release~~(a) units ~~that~~held in the ~~regulatory~~treasury of the Partnership or owned by Cedar Fair Management, Inc., the general partner of the Partnership (the “General Partner”) and (b) any restricted Cedar Fair Units subject to time or service-based vesting conditions, ~~for~~granted under the ~~Mergers~~Cedar ~~have~~Fair ~~been~~2016 ~~satisfied~~Omnibus Incentive Plan (which equity awards were converted into a number of restricted shares of HoldCo Common Stock based on the Cedar Fair Exchange Ratio, ~~permitting~~as further described below)), was converted into the ~~companies~~right to ~~proceed~~receive one (1) share of common stock, par value $0.01 per share, of HoldCo (the “HoldCo Common Stock”) (the “Cedar Fair Exchange Ratio”), together with cash in lieu of fractional shares of HoldCo Common Stock, without interest and (ii) each issued and outstanding share of common stock, par value $0.025 per share of Former Six Flags (the ~~closing~~“Former Six Flags Common Stock”) (excluding (a) any shares of Former Six Flags Common Stock held in treasury of Former Six Flags and (b) any restricted Former Six Flags Common Stock subject to vesting or other transfer restrictions, granted under the ~~Mergers~~Former Six Flags Long Term Incentive Plan (which equity awards were converted into a number of restricted shares of HoldCo Common Stock based on the Former Six Flags Exchange Ratio, ~~subject~~as further described below)) was converted into the right to receive 0.5800 shares of HoldCo Common Stock (the ~~satisfaction~~“Former Six Flags Exchange Ratio”), together with cash in lieu of ~~remaining~~fractional ~~customary~~shares ~~closing~~of ~~conditions~~HoldCo Common Stock, without interest.

AAs ~~copy~~previously ofannounced by Former Six Flags, on June 18, 2024, Former Six Flags declared a special dividend (the ~~press~~“Special ~~release~~Dividend”), ispayable ~~attached~~to ~~hereto~~holders of record of Former Six Flags Common Stock as ~~Exhibit~~of 99the close of business one Business Day prior to the Closing Date, June 28, 2024, who hold their shares through the Closing Date, with a per share amount of $1.53, which is equal to (a) $1.00 plus (b) the product (rounded up to the nearest whole cent) of (i) the Former Six Flags Exchange Ratio and is(ii) the ~~incorporated~~aggregate ~~herein~~amount of distributions per unit declared or paid by ~~reference~~the Partnership with respect to a Cedar Fair Unit with a record date following November 2, 2023 and prior to the Closing Date, after giving effect to appropriate adjustments to reflect the Mergers, which distributions per Cedar Fair Unit were $0.90 in the aggregate. The payment of the Special Dividend is expected to be completed on or about July 8, 2024.

~~Item~~At 9the time the Cedar Fair First Merger became effective (the “Cedar Fair First Merger Effective Time”), each outstanding Partnership equity award (other than deferred Cedar Fair Units held by non-employee members of the board of directors of the General Partner) was converted into a corresponding award relating to shares of HoldCo Common Stock, with the number of shares of HoldCo Common Stock subject to such converted award based on the Cedar Fair Exchange Ratio.01 ~~Financial~~The ~~Statements~~converted Partnership equity awards remain outstanding and ~~Exhibits~~subject to the same terms and conditions applied under applicable plans and award agreements immediately prior to the Cedar Fair First Merger Effective Time, including vesting protections for qualifying terminations that occur within a period of 24 months following the Closing Date. Performance-based Partnership equity awards were converted based on the higher of target performance and actual performance or, in the case of awards related to any performance period that was not in progress as of the Closing Date, were converted based on target performance and will not be subject to future performance-based vesting conditions (but will remain subject to service-based vesting conditions). Any outstanding deferred Cedar Fair Units were settled at the First Cedar Fair Merger Effective Time in either cash or shares of HoldCo Common Stock in accordance with such terms.

ExhibitNumber		Description of Exhibit
99.1		Joint Press Release, dated June 26, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The issued and outstanding Special LP Interests immediately prior to the Cedar Fair First Merger Effective Time were converted into the right to receive $5,290,500 in the aggregate (less any Special LP Interest amount paid prior to the Closing Date), without interest, with such aggregate amount payable to such holders thereof pro rata based on the holders’ relative capital accounts, and were automatically canceled, retired and cease to exist.

~~Cautionary~~On ~~Statements~~the Closing Date, each Former Six Flags equity award was converted into a corresponding award relating to shares of HoldCo Common Stock, with the number of shares of HoldCo Common Stock subject to such converted award based on the Former Six Flags Exchange Ratio. The converted Former Six Flags equity awards remain outstanding and subject to the same terms and conditions as applied under the applicable plans and award agreements immediately prior to ~~Forward~~the ~~Looking~~Closing ~~Statements~~Date (except that (i) performance-based awards were converted based on the greater of target and actual performance and will not be subject to future performance-based vesting conditions (but will remain subject to service-based vesting conditions) and (ii) all converted awards are subject to vesting protections for qualifying terminations that occur within a period of 24 months following the Closing Date). Any outstanding Former Six Flags deferred share units were settled on the Closing Date in shares of HoldCo Common Stock based on the Former Six Flags Exchange Ratio. All Former Six Flags equity awards are eligible for payment of the Special Dividend; provided, that such amount will not be paid until such time as the underlying Former Six Flags equity award, as converted, becomes vested or settled pursuant to its terms (if at all).

~~This~~The ~~Current~~issuance ~~Report~~of onshares ~~Form 8-K contains “forward-looking statements” within the meaning~~ of ~~the~~HoldCo ~~federal~~Common ~~securities~~Stock ~~laws,~~in ~~including~~connection ~~Section 27A~~with of the ~~Securities Act of 1933~~Mergers, as ~~amended~~described above, ~~and~~was ~~Section 21E~~registered ofunder the Securities ~~Exchange~~ Act of ~~1934~~1933, as amended~~. All statements~~, ~~other~~pursuant ~~than~~to ~~statements~~a ofRegistration ~~historical~~Statement ~~fact,~~on ~~included~~Form inS–4 ~~this~~(File ~~communication 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~~No. 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 333-~~looking statements. However~~276255), ~~the~~filed ~~absence of these words does not mean that the statements are not forward-looking. Forward-looking statements~~ by ~~their~~HoldCo ~~nature~~with ~~address matters that are, to different degrees, uncertain, such as statements about~~ the ~~consummation~~Securities ~~of the Mergers~~ and ~~the~~Exchange ~~timing~~Commission ~~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~~“SEC”) ~~of Cedar Fair~~ and ~~Six~~declared ~~Flags,~~effective 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 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 relating to the Mergers; the outcome of any legal proceedings that may be instituted against Cedar Fair, Six Flags or their respective directors and others prior to the consummation of the Mergers; the inability to consummate the transaction due to the failure to satisfy other closing conditions; 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~~January 31, ~~including~~2024. 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 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;~~The ~~acts~~description of ~~terrorism~~the orMerger ~~outbreak~~Agreement ofcontained ~~war,~~herein ~~hostilities,~~does ~~civil~~not ~~unrest,~~purport to be complete and ~~other~~is ~~political~~qualified orin ~~security~~its ~~disturbances;~~entirety by reference to the ~~impacts~~Merger Agreement, a copy of ~~pandemics~~which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. This summary is not intended to modify or ~~other~~supplement ~~public~~any ~~health~~factual ~~crises~~disclosures about the Partnership, Former ~~including~~Six ~~the~~Flags ~~effects~~or ofHoldCo, ~~government~~and ~~responses~~should onnot ~~people~~be ~~and~~relied ~~economies;~~upon ~~risks~~as ~~related~~disclosure toabout the ~~potential~~Partnership, ~~impact~~Former Six Flags or HoldCo without consideration of ~~general~~the ~~economic~~periodic and current reports and statements that the Partnership, ~~political~~Former Six Flags and ~~market~~HoldCo ~~factors~~have onfiled and may file with the ~~companies~~SEC. orThe terms of the Merger; ~~those~~Agreement govern the contractual rights and relationships, and allocate risks, ~~described~~among the parties in ~~Item~~relation 1Ato ofthe ~~Cedar~~transactions ~~Fair’s~~contemplated ~~Annual~~by ~~Report~~the onMerger ~~Form~~Agreement. ~~10-K~~In particular, ~~filed~~the ~~with~~representations and warranties made by the ~~Securities~~parties ~~and~~to ~~Exchange~~each ~~Commission~~other (in the ~~“SEC”)~~Merger onAgreement ~~February 16,~~reflect ~~2024~~negotiations between, and ~~subsequent~~are ~~reports~~solely onfor ~~Forms~~the ~~10-Q~~benefit ~~and~~of, ~~8-K;~~the parties thereto and ~~those~~may ~~risks~~be ~~described~~limited inor ~~Item~~modified 1Aby a variety of ~~Six~~factors, ~~Flags’~~including: ~~Annual~~subsequent ~~Report~~events, oninformation ~~Form~~included ~~10-K~~in public filings, ~~filed~~disclosures ~~with~~made during negotiations, correspondence between the ~~SEC~~parties onand ~~February 29,~~disclosure ~~2024~~schedules to the Merger Agreement. Accordingly, the representations and ~~subsequent~~warranties ~~reports~~may onnot ~~Forms~~describe ~~10-Q~~the ~~and~~actual ~~8-K~~state ~~(collectively,~~of affairs at the ~~“Reports”)~~date they were made or at any other time and you should not rely on them as statements of fact.

~~While~~Item ~~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~~3. ~~Unlisted factors may present significant additional obstacles to the realization of forward-looking statements~~01. ~~The~~Notice ~~ability~~ of ~~Cedar~~Delisting ~~Fair~~ or ~~Six~~Failure ~~Flags~~ to ~~achieve~~Satisfy ~~the~~a ~~goals~~Continued ~~for~~Listing ~~the~~Rule 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~~Standard; ~~and~~Transfer actual performance and outcomes may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Neither Cedar Fair nor Six Flags 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~~Listing.

NoPrior ~~Offer~~to orthe ~~Solicitation~~Mergers, Cedar Fair Units were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and listed on the New York Stock Exchange (the “NYSE”). As a result of the Mergers, on July 1, 2024, the Partnership requested that the NYSE withdraw the Cedar Fair Units from listing on the NYSE and file a Form 25 with the SEC to report that the depositary units of Cedar Fair Units are no longer listed on the NYSE. The depositary units of Cedar Fair Units will be suspended from trading on the NYSE prior to the open of trading on July 2, 2024. Immediately following the consummation of the Mergers, HoldCo was renamed “Six Flags Entertainment Corporation.” Trading of HoldCo Common Stock on the NYSE will begin on July 2, 2024, under the ticker symbol “FUN”. In addition, HoldCo, as successor to the Partnership, will file with the SEC a Form 15 requesting that the reporting obligations of the Partnership under Sections 13 and 15(d) of the Exchange Act be suspended.

~~This~~The ~~communication~~information ~~relates~~set toforth ain ~~proposed Mergers between Cedar Fair and Six Flags~~Item 2.01 ~~This communication~~ is ~~for~~incorporated informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Mergers or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by ~~means~~reference ~~of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended~~herein.

~~Important~~Item ~~Additional~~3.03. ~~Information~~Material Modification to Rights of Security Holders.

InThe ~~connection~~information ~~with~~set ~~the~~forth ~~Mergers,~~in ~~HoldCo~~Item ~~filed with the SEC a registration statement on Form S-4, which was declared effective on January 31, 2024~~2.01 ~~HoldCo,~~is ~~Cedar~~incorporated ~~Fair~~by ~~and~~reference ~~Six Flags may also file other documents with the SEC regarding the Mergers~~herein. Investors and security holders are urged to read the registration statement regarding the Mergers and all other relevant documents that are filed or will be filed with the SEC carefully and in their entirety because they contain important information about the Mergers and related matters.

~~Investors~~As ~~and~~a ~~security~~result ~~holders may obtain free copies~~ of the ~~registration~~Mergers, ~~statement~~on ~~and~~ the ~~proxy~~Closing ~~statement/prospectus~~Date, asholders ~~each~~of ~~may~~Cedar beFair ~~amended~~Units ~~from~~ceased ~~time~~ to ~~time,~~have asany ~~well~~rights as ~~other~~unitholders ~~filings~~in ~~containing important information about Cedar Fair or Six Flags, without charge at~~ the ~~SEC’s~~Partnership ~~Internet website~~ (~~http://www.sec.gov).~~other ~~Investors~~than ~~and~~their ~~security~~rights, ~~holders~~if ~~may~~any, ~~obtain~~to ~~free~~receive ~~copies of~~ the ~~Registration~~Merger ~~Statement~~Consideration ~~and~~in ~~the~~accordance ~~proxy statement/prospectus and other documents filed~~ with the ~~SEC~~Merger byAgreement ~~Cedar~~as ~~Fair,~~described ~~Six Flags and HoldCo through the web site maintained by the SEC at www~~above).~~sec.gov~~ ~~or by contacting the investor relations department of Cedar Fair or Six Flags at the following:~~

~~Cedar~~Item ~~Fair~~5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Investor~~The ~~Contact:~~information ~~Michael~~set ~~Russell, 419~~forth in Item 2.~~627~~01 is incorporated by reference herein.~~2233~~

~~Media~~On ~~Contact:~~the ~~Gary~~Closing ~~Rhodes~~Date and as a result of the Mergers, ~~704~~ Nina Barton, Louis Carr, Michelle McKinney Frymire, Daniel J.~~249~~ Hanrahan, Jennifer Mason, D.~~6119~~ Scott Olivet, Carlos A. Ruisanchez and Richard A. Zimmerman resigned as members of the board of directors of the General Partner. None of the foregoing resignations were a result of any disagreement with the Partnership.

~~Alternate~~Additionally, ~~Media~~on ~~Contact:~~the ~~Andrew~~Closing ~~Siegel~~Date /and ~~Lucas~~as ~~Pers~~a result of the Mergers, ~~Joele~~each ~~Frank~~of Richard A. Zimmerman (President and Chief Executive Officer), ~~212~~ Tim Fisher (Chief Operating Officer), Brian C.~~355~~ Witherow (Executive Vice President and Chief Financial Officer), Brian Nurse (Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary), David R.~~4449~~ Hoffman (Senior Vice President and Chief Accounting Officer) and Monica Sauls (Senior Vice President and Chief Human Resources Officer) ceased to serve as officers of the General Partner.

~~Six~~Item ~~Flags~~7.01. Regulation FD Disclosure.

~~Evan~~Following ~~Bertrand~~the consummation of the Mergers, on July 1, 2024, HoldCo, as the new combined company, issued a press release announcing the completion of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Vice~~The ~~President~~information included in this Item 7.01 of this Current Report, ~~Investor~~including ~~Relations~~Exhibit ~~and~~99.1 ~~Treasurer~~attached hereto, is being furnished. As such, the information (including Exhibit 99.1) contained herein shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~+1-972-595-5180~~Item 8.01. Other Events

~~investorrelations@sftp~~On the Closing Date and in connection with the Mergers, HoldCo, the subsidiaries of Former Six Flags that guarantee indebtedness under the HoldCo credit agreement, dated May 1, 2024, as amended (the “HoldCo Credit Agreement”) (collectively, the “Former Six Flags Subsidiary Guarantors”), Canada’s Wonderland Company (“Canada’s Wonderland”), Magnum Management Corporation (“Magnum Management”), Millennium (together with Canada’s Wonderland and Magnum Management, the “Cedar Fair Co-Issuers”), the other former subsidiaries of Cedar Fair that guarantee indebtedness under the HoldCo Credit Agreement (excluding the Cedar Fair Co-Issuers, collectively, the “Cedar Fair Subsidiary Guarantors” and, together with the Cedar Fair Co-Issuers, the “Cedar Fair Guarantors”) and The Bank of New York Mellon (“BNYM”), as trustee, entered into supplemental indentures (collectively, the “Supplemental Indentures”) to, (i) the indenture, dated as of April 13, 2017 (the “2027 Cedar Fair Indenture”), by and among the Partnership, the Cedar Fair Co-Issuers, each of the guarantors party thereto and BNYM, as trustee, (ii) the indenture, dated as of June 27, 2019 (the “2029 Cedar Fair Indenture”), by and among the Partnership, the Cedar Fair Co-Issuers, each of the guarantors party thereto and BNMY, as trustee, and (iii) the indenture, dated as of October 7, 2020 (the “2028 Cedar Fair Indenture” and, together with the 2027 Cedar Fair Indenture and 2029 Cedar Fair Indenture, the “Cedar Fair Indentures”), by and among the Partnership, the Cedar Fair Co-Issuers, each of the guarantors party thereto and BNYM, as trustee.~~com~~ Pursuant to the Supplemental Indentures, (a) HoldCo assumed all of Cedar Fair’s obligations under the Cedar Fair Indentures and the notes issued thereunder (collectively, the “Cedar Fair Notes”), and (b) each of the Former Six Flags Subsidiary Guarantors agreed to fully and unconditionally guarantee the Cedar Fair Notes.

~~The~~In ~~information~~addition, ~~included~~ on the Closing Date and in connection with the Mergers, or(i) HoldCo ~~accessible~~assumed ~~through~~all of Former Six Flags’ obligations under its 6.625% Senior Secured Notes due 2032 (“2032 Secured Notes”), 7.00% Senior Secured Notes due 2025 (“2025 Secured Notes”), 4.875% Senior Notes due 2024, 5.500% Senior Notes due 2027 and 7.250% Senior Notes due 2031 and the related indentures (the “Former Six Flags Indentures”), (ii) each of the Cedar Fair’s orSubsidiary Guarantors agreed to fully and unconditionally guarantee the notes issued under the Former Six Flags’ ~~website~~Indentures isand ~~not~~(iii) each ~~incorporated~~of the Cedar Fair Co-Issuers became a co-issuer of the 2032 Secured Notes and agreed to fully and unconditionally guarantee each other series of notes issued under the Former Six Flags Indentures, in each case by ~~reference~~entering into ~~this~~certain ~~communication~~supplemental indentures to the Former Six Flags Indentures.

~~SIGNATURE~~In connection with the execution of the supplemental indentures for the 2032 Secured Notes and the 2025 Secured Notes, the Cedar Fair Guarantors entered into certain security agreements, pursuant to which the Cedar Fair Guarantors granted a first priority security interest in substantially all of their assets (subject to certain exceptions) to secure the 2032 Secured Notes and the 2025 Secured Notes.

~~Pursuant~~The toforegoing summary of the ~~requirements~~supplemental ofindentures is not intended to be complete and is qualified in its entirety by reference to the ~~Securities~~supplemental ~~Exchange~~indentures, ~~Act~~copies of ~~1934~~which are filed as Exhibits 4.1, ~~the~~4.2, ~~registrant~~4.3, ~~has~~4.4, ~~duly~~4.5, ~~caused~~4.6, 4.7 and 4.8 to this ~~report~~Current Report on Form 8-K and to beHoldCo’s ~~signed~~Current Report on ~~its~~Form ~~behalf~~8-K, byfiled with the ~~undersigned~~SEC ~~hereunto~~on ~~duly~~July 1, ~~authorized~~2024, and are incorporated herein by reference.

~~CEDAR~~Item ~~FAIR, L~~9.P01. ByFinancial ~~Cedar~~Statements ~~Fair Management, Inc., its GeneralPartner By: /s/ Brian C. Witherow Name: Brian C. Witherow Title: Executive Vice President~~ and ~~Chief Financial Officer~~Exhibits

~~Date:~~(d) ~~June 26,~~Exhibits ~~2024~~


Exhibit Number		Description of Exhibit

2.1+		Agreement and Plan of Merger, dated as of November 2, 2023, by and among the Partnership, Former Six Flags, HoldCo and CopperSteel Merger Sub, LLC (incorporated by reference to Exhibit 2.1 on the Partnership’s Form 8-K filed with the SEC on November 2, 2023).

4.1		Fourth Supplemental Indenture, dated as of July 1, 2024, by and among HoldCo, the guarantors party thereto and U.S. Bank National Association, as trustee, to the Indenture, dated as of June 16, 2016 (incorporated by reference to Exhibit 4.1 to HoldCo’s Current Report on Form 8-K, filed with the SEC on July 1, 2024).

4.2		Fourth Supplemental Indenture, dated as of July 1, 2024, by and among HoldCo, the guarantors party thereto and U.S. Bank National Association, as trustee, to the Indenture, dated as of April 13, 2017 (incorporated by reference to Exhibit 4.2 to HoldCo’s Current Report on Form 8-K, filed with the SEC on July 1, 2024).

4.3		First Supplemental Indenture, dated as of July 1, 2024, by and among HoldCo, Six Flags Theme Parks Inc., the guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent, to the Indenture, dated as of April 22, 2020 (incorporated by reference to Exhibit 4.3 to HoldCo’s Current Report on Form 8-K, filed with the SEC on July 1, 2024).

4.4		First Supplemental Indenture, dated as of July 1, 2024, by and among HoldCo, the guarantors party thereto and U.S. Bank National Association, as trustee, to the Indenture, dated as of May 3, 2023 (incorporated by reference to Exhibit 4.4 to HoldCo’s Current Report on Form 8-K, filed with the SEC on July 1, 2024).


4.5		First Supplemental Indenture, dated as of July 1, 2024, by and among HoldCo, Six Flags Theme Parks Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent, to the Indenture, dated as of May 2, 2024 (incorporated by reference to Exhibit 4.5 to HoldCo’s Current Report on Form 8-K, filed with the SEC on July 1, 2024).

4.6		Third Supplemental Indenture, dated as of July 1, 2024, by and among HoldCo, Canada’s Wonderland Company, Magnum Management Corporation, Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee, to the Indenture, dated as of April 13, 2017, relating to the Cedar Fair 2027 Notes (incorporated by reference to Exhibit 4.6 to HoldCo’s Current Report on Form 8-K, filed with the SEC on July 1, 2024).

4.7		Third Supplemental Indenture, dated as of July 1, 2024, by and among HoldCo, Canada’s Wonderland Company, Magnum Management Corporation, Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee, to the Indenture, dated as of June 27, 2019, relating to the Cedar Fair 2029 Notes (incorporated by reference to Exhibit 4.7 to HoldCo’s Current Report on Form 8-K, filed with the SEC on July 1, 2024).

4.8		Second Supplemental Indenture, dated as of July 1, 2024, by and among HoldCo, Canada’s Wonderland Company, Magnum Management Corporation, Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee, to the Indenture, dated as of October 7, 2020, relating to the Cedar Fair 2028 Notes (incorporated by reference to Exhibit 4.8 to HoldCo’s Current Report on Form 8-K, filed with the SEC on July 1, 2024).

99.1		Press Release of HoldCo, dated July 1, 2024.

104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

+ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. HoldCo, as successor in interest to the Registrant, will furnish copies of any such schedules or exhibits to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Six Flags Entertainment Corporation, as successor in interest to the Registrant by merger, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SIX FLAGS ENTERTAINMENT CORPORATION
	(as successor in interest to Cedar Fair, L.P.)

	By:	/s/ Brian C. Witherow
	Name:	Brian C. Witherow
	Title:	Executive Vice President and Chief Financial Officer

Date: July 1, 2024

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