Six Flags Entertainment Corporation/NEW 8-K

What Happened

• On January 14, 2026, Six Flags closed a private offering of $1,000,000,000 aggregate principal amount of 8.625% senior notes due January 15, 2032. The notes were issued under an indenture and are guaranteed by the company’s direct and indirect wholly owned restricted subsidiaries that are obligors under its credit agreement.
• Proceeds from the offering, together with cash on hand, will be used to fund the full redemption of Six Flags’ 5.375% and 5.500% Senior Notes due April 15, 2027 and to pay accrued interest up to (but not including) the February 6, 2026 redemption date.

Key Details

• Size & coupon: $1,000,000,000 of 8.625% senior notes; maturity January 15, 2032; interest payable semi‑annually (Jan. 15 and July 15), first payment July 15, 2026.
• Redemption use: Funds used to redeem the company’s 5.375% and 5.500% 2027 notes (redemption date referenced as Feb. 6, 2026).
• Ranking & guarantees: Notes are senior unsecured, fully and unconditionally guaranteed by applicable subsidiaries; rank pari passu with other senior unsecured debt, are effectively junior to secured debt and structurally junior to debt of non‑guarantor subsidiaries.
• Call & protections: Callable on/after July 15, 2028 at specified prices; up to 40% may be redeemed before that at 108.625% with certain equity offering proceeds; change‑of‑control repurchase at 101%; indenture includes customary restrictive covenants (limits on additional debt, liens, dividends, asset sales, affiliate transactions), with some covenants suspended if notes achieve investment‑grade ratings from two of three major agencies.

Why It Matters

• From investors’ perspective, Six Flags has pushed out near‑term maturities by replacing 2027 notes with longer‑dated 2032 debt, which reduces short‑term refinancing risk but comes with a materially higher coupon (8.625% vs. 5.375%/5.5%).
• The guarantees and ranking indicate these notes sit alongside other senior unsecured debt but are behind secured lenders for collateral claims; the restrictive covenants may limit certain corporate actions until conditions change or ratings improve.