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| SIX > SEC Filings for SIX > Form 8-K on 17-Dec-2012 | All Recent SEC Filings |
17-Dec-2012
Entry into a Material Definitive Agreement
On December 11, 2012, Six Flags Entertainment Corporation (the "Company") entered into a Purchase Agreement (the "Purchase Agreement") by and among the Company, the guarantors party thereto (the "Guarantors") and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc., as representatives of the several initial purchasers (together, the "Initial Purchasers"). Pursuant to the Purchase Agreement, the Company agreed to sell to the Initial Purchasers, and the Initial Purchasers agreed to purchase from the Company, $800.0 million in aggregate principal amount of 5.25% Senior Notes due 2021 (the "Notes"). The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, have agreed to indemnify each other against certain liabilities. The sale of the Notes is expected to occur on or about December 21, 2012.
The Notes and the related guarantees are being offered only to qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act"), and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act.
The Notes will not be registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This current report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
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