Six Flags Entertainment Corporation/NEW 10-Q

ITEM 1. FINANCIAL STATEMENTS SIX FLAGS ENTERTAINMENT CORPORATION (FORMER CEDAR FAIR, L.P.) UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) June 30, 2024 December 31, 2023 June 25, 2023 ASSETS Current Assets: Cash and cash equivalents $ 52,858 $ 65,488 $ 49,179 Receivables 114,554 79,513 99,985 Inventories 61,480 44,097 65,852 Prepaid advertising 11,978 1,597 14,053 Other current assets 30,523 18,145 33,510 271,393 208,840 262,579 Property and Equipment: Land 286,424 288,761 289,736 Land improvements 524,266 523,336 515,695 Buildings 1,032,720 991,424 979,495 Rides and equipment 2,192,051 2,125,726 2,105,773 Construction in progress 61,549 74,948 45,797 4,097,010 4,004,195 3,936,496 Less accumulated depreciation ( 2,407,981 ) ( 2,368,862 ) ( 2,287,750 ) 1,689,029 1,635,333 1,648,746 Goodwill 262,592 264,625 264,744 Other Intangibles, net 48,581 49,062 49,206 Right-of-Use Asset 75,175 81,173 87,708 Other Assets 1,060 1,500 3,435 $ 2,347,830 $ 2,240,533 $ 2,316,418 LIABILITIES AND PARTNERS’ DEFICIT Current Liabilities: Current maturities of long-term debt $ 10,000 $ — $ — Accounts payable 84,130 37,595 79,339 Deferred revenue 281,795 183,689 273,737 Accrued interest 28,501 32,587 30,712 Accrued taxes 21,322 45,296 16,581 Accrued salaries, wages and benefits 35,081 37,421 24,290 Self-insurance reserves 28,039 30,784 27,708 Other accrued liabilities 51,001 35,354 43,814 539,869 402,726 496,181 Deferred Tax Liability 65,382 63,403 66,842 Lease Liability 66,871 71,951 77,679 Other Liabilities 8,996 9,964 10,788 Long-Term Debt: Revolving credit loans 88,000 — 157,000 Term debt 972,819 — — Notes 1,287,971 2,275,451 2,270,586 2,348,790 2,275,451 2,427,586 Commitments and Contingencies ( Note 1 ) Partners’ Deficit Special L.P. interests 5,290 5,290 5,290 General partner ( 7 ) ( 6 ) ( 8 ) Limited partners, 51,243 , 51,013 and 51,330 units outstanding as of June 30, 2024, December 31, 2023 and June 25, 2023, respectively ( 702,046 ) ( 602,947 ) ( 782,377 ) Accumulated other comprehensive income 14,685 14,701 14,437 ( 682,078 ) ( 582,962 ) ( 762,658 ) $ 2,347,830 $ 2,240,533 $ 2,316,418 The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements. 3 Table of Contents SIX FLAGS ENTERTAINMENT CORPORATION (FORMER CEDAR FAIR, L.P.) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (In thousands, except per unit amounts) Three months ended Six months ended June 30, 2024 June 25, 2023 June 30, 2024 June 25, 2023 Net revenues: Admissions $ 267,115 $ 242,549 $ 312,556 $ 282,078 Food, merchandise and games 210,024 179,664 248,882 211,728 Accommodations, extra-charge products and other 94,477 78,769 111,793 91,730 571,616 500,982 673,231 585,536 Costs and expenses: Cost of food, merchandise, and games revenues 53,258 48,632 64,869 59,013 Operating expenses 241,065 236,410 383,003 369,750 Selling, general and administrative 92,958 67,048 154,382 113,513 Depreciation and amortization 57,015 48,094 67,327 61,775 Loss on impairment / retirement of fixed assets, net 4,121 7,125 6,735 10,761 448,417 407,309 676,316 614,812 Operating income (loss) 123,199 93,673 ( 3,085 ) ( 29,276 ) Interest expense 40,040 37,366 74,736 69,495 Loss on early debt extinguishment 5,911 — 5,911 — Loss (gain) on foreign currency 1,805 ( 10,683 ) 7,045 ( 6,684 ) Other income ( 320 ) ( 237 ) ( 657 ) ( 678 ) Income (loss) before taxes 75,763 67,227 ( 90,120 ) ( 91,409 ) Provision (benefit) for taxes 20,210 13,663 ( 12,206 ) ( 10,427 ) Net income (loss) 55,553 53,564 ( 77,914 ) ( 80,982 ) Net income (loss) allocated to general partner — — ( 1 ) ( 1 ) Net income (loss) allocated to limited partners $ 55,553 $ 53,564 $ ( 77,913 ) $ ( 80,981 ) Net income (loss) $ 55,553 $ 53,564 $ ( 77,914 ) $ ( 80,982 ) Other comprehensive loss, (net of tax): Foreign currency translation ( 328 ) ( 2,295 ) ( 16 ) ( 1,172 ) Other comprehensive loss, (net of tax) ( 328 ) ( 2,295 ) ( 16 ) ( 1,172 ) Total comprehensive income (loss) $ 55,225 $ 51,269 $ ( 77,930 ) $ ( 82,154 ) Basic income (loss) per limited partner unit: Weighted average limited partner units outstanding 50,766 50,916 50,717 51,268 Net income (loss) per limited partner unit $ 1.09 $ 1.05 $ ( 1.54 ) $ ( 1.58 ) Diluted income (loss) per limited partner unit: Weighted average limited partner units outstanding 51,395 51,401 50,717 51,268 Net income (loss) per limited partner unit $ 1.08 $ 1.04 $ ( 1.54 ) $ ( 1.58 ) The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements. 4 Table of Contents SIX FLAGS ENTERTAINMENT CORPORATION (FORMER CEDAR FAIR, L.P.) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ DEFICIT (In thousands, except per unit amounts) For the three months ended Limited Partnership Units Outstanding Limited Partners’ Deficit General Partner’s Deficit Special L.P. Interests Accumulated Other Comprehensive Income Total Partners’ Deficit Balance as of March 26, 2023 51,502 $ ( 815,254 ) $ ( 8 ) $ 5,290 $ 16,732 $ ( 793,240 ) Net income — 53,564 — — — 53,564 Repurchase of limited partnership units ( 174 ) ( 7,850 ) — — — ( 7,850 ) Partnership distribution declared ($ 0.300 per unit) — ( 15,402 ) — — — ( 15,402 ) Limited partnership units related to equity-based compensation 2 2,567 — — — 2,567 Tax effect of units involved in treasury unit transactions — ( 2 ) — — — ( 2 ) Foreign currency translation adjustment, net of tax $( 1,231 ) — — — — ( 2,295 ) ( 2,295 ) Balance as of June 25, 2023 51,330 $ ( 782,377 ) $ ( 8 ) $ 5,290 $ 14,437 $ ( 762,658 ) Balance as of March 31, 2024 51,252 $ ( 751,215 ) $ ( 7 ) $ 5,290 $ 15,013 $ ( 730,919 ) Net income — 55,553 — — — 55,553 Partnership distribution declared ($ 0.300 per unit) — ( 15,451 ) — — — ( 15,451 ) Limited partnership units related to equity-based compensation ( 9 ) 9,099 — — — 9,099 Tax effect of units involved in treasury unit transactions — ( 32 ) — — — ( 32 ) Foreign currency translation adjustment, net of tax $ 298 — — — — ( 328 ) ( 328 ) Balance as of June 30, 2024 51,243 $ ( 702,046 ) $ ( 7 ) $ 5,290 $ 14,685 $ ( 682,078 ) For the six months ended Limited Partnership Units Outstanding Limited Partners’ Deficit General Partner’s Deficit Special L.P. Interests Accumulated Other Comprehensive Income Total Partners’ Deficit Balance as of December 31, 2022 52,563 $ ( 612,497 ) $ ( 4 ) $ 5,290 $ 15,609 $ ( 591,602 ) Net loss — ( 80,981 ) ( 1 ) — — ( 80,982 ) Repurchase of limited partnership units ( 1,420 ) ( 62,496 ) ( 3 ) — — ( 62,499 ) Partnership distribution declared ($ 0.600 per unit) — ( 30,970 ) — — — ( 30,970 ) Limited partnership units related to equity-based compensation 187 4,822 — — — 4,822 Tax effect of units involved in treasury unit transactions — ( 255 ) — — — ( 255 ) Foreign currency translation adjustment, net of tax $( 575 ) — — — — ( 1,172 ) ( 1,172 ) Balance as of June 25, 2023 51,330 $ ( 782,377 ) $ ( 8 ) $ 5,290 $ 14,437 $ ( 762,658 ) Balance as of December 31, 2023 51,013 $ ( 602,947 ) $ ( 6 ) $ 5,290 $ 14,701 $ ( 582,962 ) Net loss — ( 77,913 ) ( 1 ) — — ( 77,914 ) Partnership distribution declared ($ 0.600 per unit) — ( 30,764 ) — — — ( 30,764 ) Limited partnership units related to equity-based compensation 230 9,730 — — — 9,730 Tax effect of units involved in treasury unit transactions — ( 152 ) — — — ( 152 ) Foreign currency translation adjustment, net of tax $ 1,130 — — — — ( 16 ) ( 16 ) Balance as of June 30, 2024 51,243 $ ( 702,046 ) $ ( 7 ) $ 5,290 $ 14,685 $ ( 682,078 ) The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement. 5 Table of Contents SIX FLAGS ENTERTAINMENT CORPORATION (FORMER CEDAR FAIR, L.P.) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Six months ended June 30, 2024 June 25, 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 77,914 ) $ ( 80,982 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation and amortization 67,327 61,775 Loss on early debt extinguishment 5,911 — Non-cash foreign currency loss (gain) on USD notes 6,869 ( 6,822 ) Non-cash equity based compensation expense 14,419 7,620 Non-cash deferred income tax expense (benefit) 3,186 ( 3,195 ) Other non-cash expenses 7,051 11,741 Changes in assets and liabilities: (Increase) decrease in receivables ( 35,311 ) ( 28,873 ) (Increase) decrease in inventories ( 17,528 ) ( 20,455 ) (Increase) decrease in other assets ( 20,757 ) ( 16,413 ) Increase (decrease) in accounts payable 35,121 17,642 Increase (decrease) in deferred revenue 97,865 109,482 Increase (decrease) in accrued interest ( 4,051 ) ( 1,461 ) Increase (decrease) in accrued taxes ( 23,633 ) ( 20,902 ) Increase (decrease) in accrued salaries, wages and benefits ( 2,244 ) ( 29,114 ) Increase (decrease) in other liabilities 12,316 13,092 Net cash from operating activities 68,627 13,135 CASH FLOWS FOR INVESTING ACTIVITIES Capital expenditures ( 117,968 ) ( 124,494 ) Net cash for investing activities ( 117,968 ) ( 124,494 ) CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings on revolving credit loans 88,000 157,000 Term debt borrowings 1,000,000 — Note payments ( 1,000,000 ) — Repurchase of limited partnership units — ( 62,499 ) Distributions paid to partners ( 30,764 ) ( 30,970 ) Payment of debt issuance costs ( 14,983 ) ( 2,526 ) Payments related to tax withholding for equity compensation ( 4,689 ) ( 2,798 ) Other ( 152 ) ( 255 ) Net cash from financing activities 37,412 57,952 EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS ( 701 ) 1,397 CASH AND CASH EQUIVALENTS Net decrease for the period ( 12,630 ) ( 52,010 ) Balance, beginning of period 65,488 101,189 Balance, end of period $ 52,858 $ 49,179 SUPPLEMENTAL INFORMATION Cash payments for interest $ 76,622 $ 69,345 Interest capitalized 2,126 3,347 Net cash payments for income taxes 13,534 16,763 Capital expenditures in accounts payable 24,902 21,041 The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements. 6 Table of Contents SIX FLAGS ENTERTAINMENT CORPORATION (FORMER CEDAR FAIR, L.P.) INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 Description of the Business and Significant Accounting Policies 8 Note 2 Interim Reporting 8 Note 3 Revenue Recognition 9 Note 4 Long-Lived Assets 10 Note 5 Goodwill and Other Intangible Assets 10 Note 6 Long-Term Debt 11 Note 7 Fair Value Measurements 13 Note 8 Income (Loss) per Unit 13 Note 9 Income and Partnership Taxes 13 Note 10 Partners' Equity 14 Note 11 Subsequent Events 14 7 Table of Contents SIX FLAGS ENTERTAINMENT CORPORATION (FORMER CEDAR FAIR, L.P.) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. ("Cedar Fair," "Former Cedar Fair," or the "Partnership"). Except where specifically noted, references within these Notes to the Unaudited Condensed Consolidated Financial Statements are to Cedar Fair prior to the consummation of the Mergers without giving specific consideration to Six Flags Entertainment Corporation (the "Combined Company") or plans of the Combined Company's management after the Mergers. The Mergers are described in more detail in Note 11 . The unaudited condensed consolidated financial statements are without audit and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report. Due to the seasonal nature of the amusement and water park operations, the results for any interim period may not be indicative of the results expected for the full fiscal year. (1) Description of the Business and Significant Accounting Policies: The unaudited condensed consolidated financial statements included in this Report on Form 10-Q have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2023, which were included in the Form 10-K filed by Cedar Fair on February 16, 2024. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission" or the "SEC"). These financial statements should be read in conjunction with the financial statements and the notes included in the Form 10-K referred to above. Contingencies The Combined Company is a party to a number of lawsuits in the normal course of business. In the opinion of management, none of these matters, beyond what has been disclosed in this Report on Form 10-Q, are expected to have a material effect in the aggregate on the unaudited condensed consolidated financial statements. New Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires the disclosure of incremental segment information on an annual and interim basis, including the disclosure of significant segment expense categories. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Management is in the process of evaluating the effect this standard will have on the consolidated financial statement disclosures. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires additional income tax disclosures, including amendments to the rate reconciliation and income taxes paid disclosure. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis, but retrospective application is permitted. Management is in the process of evaluating the effect this standard will have on the consolidated financial statement disclosures. (2) Interim Reporting: During the six months ended June 30, 2024, Cedar Fair had 13 properties in its portfolio consisting of amusement parks, water parks and complementary resort facilities. These parks operate seasonally except for Knott's Berry Farm, which is open daily on a year-round basis. Cedar Fair's seasonal parks are generally open daily from Memorial Day until Labor Day. Outside of daily operations, these seasonal parks are open during select weekends, including at most properties in the fourth quarter for Halloween and winter events. As a result, a substantial portion of Cedar Fair's revenues from these seasonal parks are generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August. To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, management has adopted the following accounting procedures: (a) revenues from multi-use products are recognized over the estimated number of uses expected for each type of product; and the estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season associated with each product; (b) depreciation, certain advertising and certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the season; and (c) all other costs are expensed as incurred or ratably over the entire year. 8 Table of Contents (3) Revenue Recognition: As disclosed within the unaudited condensed consolidated statements of operations and comprehensive income (loss), revenues are generated from sales of (1) admission to amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into the parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online transaction fees charged to customers are included in "Accommodations, extra-charge products and other". The following table presents net revenues disaggregated by revenues generated within the parks and revenues generated from out-of-park operations less amounts remitted to outside parties under concessionaire arrangements for the periods presented. Three months ended Six months ended (In thousands) June 30, 2024 June 25, 2023 June 30, 2024 June 25, 2023 In-park revenues $ 514,110 $ 454,551 $ 595,756 $ 522,854 Out-of-park revenues 73,228 62,483 96,493 81,708 Concessionaire remittance ( 15,722 ) ( 16,052 ) ( 19,018 ) ( 19,026 ) Net revenues $ 571,616 $ 500,982 $ 673,231 $ 585,536 Due to Cedar Fair's highly seasonal operations, a substantial portion of its revenues are generated from Memorial Day through Labor Day. Most revenues are recognized on a daily basis based on actual guest spend at the properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season associated with that product. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. Cedar Fair does not typically provide for refunds or returns. Many products, including season-long products, are sold to customers in advance, resulting in a contract liability ("deferred revenue"). Deferred revenue is typically at its highest immediately prior to the peak summer season, and at its lowest after the peak summer and important fall seasons. Season-long products represent most of the deferred revenue balance in any given period. Of the $ 183.7 million of current deferred revenue recorded as of January 1, 2024, 89 % was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced resort reservations, advanced ticket sales, prepaid games cards, marina deposits and other deferred revenue. Approximately $ 77 million of the current deferred revenue balance as of January 1, 2024 was recognized during the six months ended June 30, 2024. As of June 30, 2024 and June 25, 2023, Cedar Fair had recorded $ 7.0 million and $ 9.0 million of non-current deferred revenue, respectively. The non-current deferred revenue balances in both periods primarily represented prepaid lease payments for a portion of the California's Great America parking lot. The prepaid lease payments are being recognized through 2027, or through the sale-leaseback period for the land under California's Great America. Payment is due immediately on the transaction date for most products. The receivable balance includes outstanding amounts on installment purchase plans which are offered for season-long products, and includes sales to retailers, group sales and catering activities which are billed. Installment purchase plans vary in length from three monthly installments to 12 monthly installments. Payment terms for billings are typically net 30 days. Receivables in a typical operating year are highest in the peak summer months and lowest in the winter months. Cedar Fair is not exposed to a significant concentration of customer credit risk. As of June 30, 2024, December 31, 2023 and June 25, 2023, Cedar Fair recorded a $ 14.2 million, $ 6.3 million and $ 12.5 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using historical default rates adjusted for current period trends. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products. 9 Table of Contents (4) Long-Lived Assets: Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the unaudited condensed consolidated financial statements. Except for those losses on disposals or retirements of fixed assets recorded in the ordinary course of business, management concluded no indicators of impairment existed during the first six months of 2024 and the first six months of 2023 for Cedar Fair. Management's conclusions were based on updated financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions. (5) Goodwill and Other Intangible Assets: Goodwill and other indefinite-lived intangible assets, including trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. Management concluded no indicators of impairment existed during the first six months of 2024 and the first six months of 2023 for Cedar Fair. Management's conclusions were based on updated financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions. Changes in the carrying value of goodwill for the six months ended June 30, 2024 and June 25, 2023 were: (In thousands) Goodwill Balance as of December 31, 2023 $ 264,625 Foreign currency translation ( 2,033 ) Balance as of June 30, 2024 $ 262,592 Balance as of December 31, 2022 $ 263,206 Foreign currency translation 1,538 Balance as of June 25, 2023 $ 264,744 As of June 30, 2024, December 31, 2023, and June 25, 2023, other intangible assets consisted of the following: (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Value June 30, 2024 Other intangible assets: Trade names (1) $ 48,482 $ ( 243 ) $ 48,239 License / franchise agreements 1,320 ( 978 ) 342 Total other intangible assets $ 49,802 $ ( 1,221 ) $ 48,581 December 31, 2023 Other intangible assets: Trade names (1) $ 48,934 $ ( 190 ) $ 48,744 License / franchise agreements 1,249 ( 931 ) 318 Total other intangible assets $ 50,183 $ ( 1,121 ) $ 49,062 June 25, 2023 Other intangible assets: Trade names (1) $ 48,961 $ ( 119 ) $ 48,842 License / franchise agreements 1,196 ( 832 ) 364 Total other intangible assets $ 50,157 $ ( 951 ) $ 49,206 (1) Trade name amortization represents amortization of the California's Great America trade name. The gross carrying amount of the California's Great America trade name totals $ 0.7 million. Cedar Fair's other trade names are indefinite-lived. 10 Table of Contents (6) Long-Term Debt: Long-term debt as of June 30, 2024, December 31, 2023, and June 25, 2023 consisted of the following: (In thousands) June 30, 2024 December 31, 2023 June 25, 2023 Revolving credit facility 8.2 % YTD 2024; 8.6 % YTD 2023 $ 88,000 $ — $ 157,000 U.S. term loan averaging 7.3 % YTD 2024 1,000,000 — — Notes 2025 U.S. fixed rate senior secured notes at 5.500 % — 1,000,000 1,000,000 2027 U.S. fixed rate senior unsecured notes at 5.375 % 500,000 500,000 500,000 2028 U.S. fixed rate senior unsecured notes at 6.500 % 300,000 300,000 300,000 2029 U.S. fixed rate senior unsecured notes at 5.250 % 500,000 500,000 500,000 2,388,000 2,300,000 2,457,000 Less current portion ( 10,000 ) — — 2,378,000 2,300,000 2,457,000 Less debt issuance costs and original issue discount ( 29,210 ) ( 24,549 ) ( 29,414 ) $ 2,348,790 $ 2,275,451 $ 2,427,586 Term Debt and Revolving Credit Facilities On May 1, 2024, Cedar Fair entered into a new credit agreement (the "2024 Credit Agreement"), which includes a $ 1.0 billion senior secured term loan facility and included a $ 300 million revolving credit facility. The revolving credit facility replaced the existing revolving credit facility under Cedar Fair's prior credit agreement (the "2017 Credit Agreement"). The facilities provided under the 2024 Credit Agreement are collateralized by substantially all of the assets of the Partnership and its wholly owned domestic subsidiaries, subject to customary exceptions set forth in the 2024 Credit Agreement. Upon consummation of the Mergers, the 2024 Credit Agreement was assumed by the Combined Company, subsidiaries of Former Six Flags became borrowers and/or guarantors under the 2024 Credit Agreement, and the 2024 Credit Agreement was amended. See the Subsequent Events footnote at Note 11 for additional information. The senior secured term loan facility under the 2024 Credit Agreement amortizes at 25 basis points ("bps") quarterly, or $ 10.0 million per year; matures on May 1, 2031; and bears interest at Term Secured Overnight Financing Rate ("SOFR") plus a margin of 200 bps per annum or base rate plus a margin of 100 bps per annum. The revolving credit facility under the 2024 Credit Agreement bears interest at Term SOFR or Term Canadian Overnight Repo Rate Average plus a margin of 200 bps per annum, or base rate or Canadian prime rate plus a margin of 100 bps per annum; and requires a commitment fee of 50 bps per annum on the unused portion of the revolving credit facility, which is subject to decrease to 37.5 bps upon achievement of a 3.0 x Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement and which increased to 3.5 x Net First Lien Leverage Ratio following the consummation of the Mergers). Prior to the amendment in connection with the Mergers, the revolving credit facility would have matured on February 10, 2028, subject to a springing maturity date on the date that was 91 days prior to the final maturity of certain indebtedness in an aggregate outstanding principal amount greater than $ 200 million on such date. There was $ 88.0 million of outstanding borrowings under the revolving credit facility as of June 30, 2024. The 2024 Credit Agreement also provides for the issuance of documentary and standby letters of credit. After letters of credit of $ 19.9 million, Cedar Fair had $ 192.1 million of availability under its revolving credit facility as of June 30, 2024. The total senior secured revolving credit facility capacity under the 2017 Credit Agreement was $ 300 million with a Canadian sub-limit of $ 15 million. The senior secured revolving credit facility bore interest at SOFR plus 350 bps with a SOFR adjustment of 10 bps per annum and a floor of zero , required the payment of a 62.5 bps commitment fee per annum on the unused portion of the revolving credit facility, in each case without any step-downs, and was collateralized by substantially all of the assets of the Partnership. Under the 2017 Credit Agreement, the senior secured revolving credit facility would have matured on February 10, 2028, provided that the maturity date would have been (x) January 30, 2025 if at least $ 200 million of the 2025 senior notes remained outstanding as of that date, or (y) January 14, 2027 if at least $ 200 million of the 2027 senior notes remained outstanding as of that date. During 2022, Cedar Fair fully repaid the term loan facility under the 2017 Credit Agreement. Notes In April 2017, Cedar Fair issued $ 500 million of 5.375 % senior unsecured notes due 2027 ("2027 senior notes"). Interest is payable under the 2027 senior notes semi-annually in April and October, with the principal due in full on April 15, 2027. The 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. 11 Table of Contents In June 2019, Cedar Fair issued $ 500 million of 5.250 % senior unsecured notes due 2029 ("2029 senior notes"). Interest is payable under the 2029 senior notes semi-annually in January and July, with the principal due in full on July 15, 2029. The 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. In October 2020, Cedar Fair issued $ 300 million of 6.500 % senior unsecured notes due 2028 ("2028 senior notes"). Interest is payable under the 2028 senior notes semi-annually in April and October with the principal due in full on October 1, 2028. The 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. In April 2020, Cedar Fair issued $ 1.0 billion of 5.500 % senior secured notes due 2025 ("2025 senior notes") in a private placement. The 2025 senior notes and the related guarantees were secured by first-priority liens on the issuers' and the guarantors' assets that secured all the obligations under the 2017 Credit Agreement. Interest was payable under the 2025 senior notes semi-annually in May and November, with the principal due in full on May 1, 2025. On May 2, 2024, the net proceeds from the new senior secured term loan facility under the 2024 Credit Agreement and cash on hand were used to redeem all of the 2025 senior notes. The redemption price was $ 1.0 billion in aggregate principal amount, plus accrued interest to the redemption date. As a result of the May 2024 refinancing, Cedar Fair recognized a $ 5.9 million loss on early debt extinguishment during the second quarter of 2024, inclusive of the write-off of debt issuance costs. See Note 11 regarding the Combined Company's assumption of Former Six Flags and Former Cedar Fair's notes and the addition of guarantors as to various debt obligations in connection with the completion of the Mergers. As market conditions warrant, the Combined Company may from time to time repurchase outstanding debt securities in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise. Covenants With respect to the revolving credit facility only, the 2024 Credit Agreement includes a maximum Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement) financial maintenance covenant, which is required to be tested as of the last day of each quarter except for the quarter in which the consummation of the Mergers occurred. The maximum Net First Lien Leverage Ratio following the consummation of the Mergers is 5.25 x beginning with the test period ending on or about December 31, 2024, with 25 bps step-downs each year culminating at 4.5 x beginning with the test period ending on or about December 31, 2027. The 2024 Credit Agreement and fixed rate note agreements include restricted payment provisions, which could limit the Combined Company's ability to pay dividends. Under the 2024 Credit Agreement, if the pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 3.00 x, the Combined Company can make unlimited restricted payments so long as no default or event of default has occurred and is continuing. If the pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25 x, the Combined Company can make restricted payments up to the Cumulative Credit (as defined in the 2024 Credit Agreement). Irrespective of any leverage calculations, the Combined Company can make restricted payments not to exceed the greater of 7.0 % of Market Capitalization (as defined in the 2024 Credit Agreement) and $ 200 million annually. Pursuant to the terms of the indenture governing the 2027 senior notes, which includes the most restrictive of the restricted payments provisions under the terms of the Combined Company's outstanding notes, if the pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio (as defined in the indenture governing the 2027 senior notes) is greater than 5.25 x, the Combined Company can still make restricted payments of $ 100 million annually so long as no default or event of default has occurred and is continuing. If the pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.25 x, the Combined Company can make restricted payments up to its restricted payment pool. Cedar Fair's pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was less than 5.25 x as of June 30, 2024. On November 9, 2023, Cedar Fair entered into supplemental indentures related to the 2025 senior notes, 2027 senior notes, 2028 senior notes and 2029 senior notes (the "Amendments") following receipt of requisite consents from the holders of the notes. The Amendments enabled Cedar Fair to select November 2, 2023, the date the Merger Agreement with Six Flags was entered into, as the testing date for purposes of calculating, with respect to the Mergers and related transactions, any and all ratio tests under those notes, each of which was satisfied when tested on November 2, 2023. To become operative, the Amendments required a payment upon the consummation of the Mergers. The payment related to the 2025 senior notes was still required despite the redemption of those notes in May 2024. 12 Table of Contents (7) Fair Value Measurements: The table below presents the balances of assets and liabilities measured at fair value as of June 30, 2024, December 31, 2023, and June 25, 2023 on a recurring basis as well as the fair values of other financial instruments, including their locations within the unaudited condensed consolidated balance sheets: (In thousands) Balance Sheet Location Fair Value Hierarchy Level June 30, 2024 December 31, 2023 June 25, 2023 Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value Financial assets (liabilities) measured on a recurring basis: Short-term investments Other current assets Level 1 $ 399 $ 399 $ 319 $ 319 $ 441 $ 441 Other financial assets (liabilities): Term debt Long-Term Debt (1) Level 2 $ ( 1,000,000 ) $ ( 997,500 ) — — — — 2025 senior notes Long-Term Debt (1) Level 2 — — $ ( 1,000,000 ) $ ( 996,250 ) $ ( 1,000,000 ) $ ( 990,000 ) 2027 senior notes Long-Term Debt (1) Level 1 $ ( 500,000 ) $ ( 491,250 ) $ ( 500,000 ) $ ( 490,000 ) $ ( 500,000 ) $ ( 471,250 ) 2028 senior notes Long-Term Debt (1) Level 1 $ ( 300,000 ) $ ( 300,000 ) $ ( 300,000 ) $ ( 298,125 ) $ ( 300,000 ) $ ( 291,375 ) 2029 senior notes Long-Term Debt (1) Level 1 $ ( 500,000 ) $ ( 477,500 ) $ ( 500,000 ) $ ( 472,500 ) $ ( 500,000 ) $ ( 448,750 ) (1) Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of $ 29.2 million, $ 24.5 million and $ 29.4 million as of June 30, 2024, December 31, 2023 and June 25, 2023, respectively. The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no assets measured at fair value on a non-recurring basis as of June 30, 2024, December 31, 2023 or June 25, 2023. (8) Income (Loss) per Unit: Net income (loss) per limited partner unit was calculated based on the following unit amounts: Three months ended Six months ended (In thousands, except per unit amounts) June 30, 2024 June 25, 2023 June 30, 2024 June 25, 2023 Basic weighted average units outstanding 50,766 50,916 50,717 51,268 Effect of dilutive units: Deferred units 62 50 — — Performance units 80 — — — Restricted units 487 435 — — Diluted weighted average units outstanding 51,395 51,401 50,717 51,268 Net income (loss) per unit - basic $ 1.09 $ 1.05 $ ( 1.54 ) $ ( 1.58 ) Net income (loss) per unit - diluted $ 1.08 $ 1.04 $ ( 1.54 ) $ ( 1.58 ) There were approximately 0.8 million and 0.5 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for the six month periods ended June 30, 2024 and June 25, 2023, respectively, as their effect would have been anti-dilutive due to the net loss in the periods. (9) Income and Partnership Taxes: Cedar Fair was subject to publicly traded partnership tax ("PTP tax") on certain partnership level gross income (net revenues less cost of food, merchandise, and games revenues), state and local income taxes on partnership income, U.S. federal, state and local income taxes on income from its corporate subsidiaries and foreign income taxes on its foreign subsidiary. As such, the total provision (benefit) for taxes includes amounts for the PTP gross income tax and federal, state, local and foreign income taxes. Under applicable accounting rules, the total provision (benefit) for income taxes includes the amount of taxes payable for the current year and the impact of deferred tax assets and liabilities, which represents future tax consequences of events that are recognized in different periods in the financial statements than for tax purposes. The total tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the applicable quarterly income (loss). The consolidated estimated annual effective tax rate differed from the statutory federal income tax rate primarily due to state, local and foreign income taxes, and certain partnership level income not being subject to federal tax. Unrecognized tax benefits, including accrued interest and penalties, were not material in any period presented. Interest and penalties related to unrecognized tax benefits are recognized as income tax expense. 13 Table of Contents The Inflation Reduction Act was signed into law on August 16, 2022 and created a new 15% corporate alternative minimum tax ("CAMT") based on adjusted financial statement income. The effective date of the provision was January 1, 2023. Cedar Fair will not be subject to CAMT as its reported earnings for each of the past three years did not exceed $1 billion. On June 20, 2024, the Canadian government enacted Pillar Two legislation that includes the Income Inclusion Rule and Qualified Domestic Minimum Top-Up Tax (as defined in the Global Minimum Tax Act). The Canadian legislation is effective for the fiscal year beginning January 1, 2024. Management performed an assessment of the potential exposure to Pillar Two income taxes related to Cedar Fair. This assessment was based on the most recent information available regarding the financial performance of the constituent entities in the Partnership. Management considered the applicable tax law changes on Pillar Two implementation in the relevant countries, and there was no material impact to the Cedar Fair tax provision for the six months ended June 30, 2024. The Combined Company will continue to evaluate the impact of these tax law changes on future reporting periods. (10) Partners' Equity: On August 3, 2022, Former Cedar Fair announced that the Board of Directors of its general partner approved a unit repurchase program authorizing the Partnership to repurchase units for an aggregate amount of not more than $ 250 million. There were 0.2 million and 1.4 million limited partnership units repurchased under the August 2022 repurchase program during the three and six months ended June 25, 2023, respectively, at an average price of $ 45.17 and $ 44.00 per limited partner unit for an aggregate amount of $ 7.8 million and $ 62.5 million, respectively. There was no remaining availability under the August 2022 repurchase program following the repurchase of units under that program during April 2023. Accordingly, there were no limited partnership units repurchased under the August 2022 repurchase program during the six months ended June 30, 2024. On May 4, 2023, Former Cedar Fair announced that the Board of Directors of its general partner authorized the Partnership to repurchase additional units for an aggregate amount of not more than $ 250 million. There were no units repurchased under the May 2023 repurchase program during the six months ended June 30, 2024 or the six months ended June 25, 2023. There was $ 238.0 million of remaining availability under the May 2023 unit repurchase program as of June 30, 2024. Subject to applicable rules and regulations, Cedar Fair could have repurchased units from time-to-time in the open market or by negotiated transactions. The amount and timing of such repurchases were based on a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements, and other business considerations. No limit was placed on the duration of either repurchase program. The Partnership was not obligated to repurchase any minimum dollar amount or specific number of units, and could modify, suspend, or discontinue the program at any time. There are no repurchase programs outstanding related to the Combined Company following the Mergers. (11) Subsequent Events: On July 1, 2024, Six Flags Entertainment Corporation completed the previously announced merger of equals transaction contemplated by the Merger Agreement, by and among the Combined Company, Cedar Fair, Former Six Flags and Copper Merger Sub. Upon the consummation of the Mergers, the separate legal existences of each of Copper Merger Sub, Cedar Fair and Former Six Flags ceased, and the Combined Company changed its name to “Six Flags Entertainment Corporation”. The Combined Company trades on the New York Stock Exchange under the ticker symbol "FUN". The Mergers were entered into to create a leading amusement park operator with an expanded and diversified property portfolio, improved guest experience utilizing the complementary operating capabilities of Cedar Fair and Former Six Flags, and the opportunity for accelerated investment in the Cedar Fair and Former Six Flags properties with the cash flows of the Combined Company. Upon completion of the Mergers, subject to certain exceptions, (i) each issued and outstanding unit of limited partnership interest in Cedar Fair, including limited partnership interests underlying depositary units representing limited partnership interests on deposit (each a “Cedar Fair Unit” and collectively, the “Cedar Fair Units”) (excluding any (a) units held in the treasury of Cedar Fair or owned by the Cedar Fair Management, Inc., the general partner of Cedar Fair (“Cedar Fair General Partner”) and (b) restricted units of Cedar Fair, which were converted into restricted shares of Combined Company Common Stock based on the Cedar Fair Exchange Ratio, as further described below), was converted into the right to receive one ( 1 ) share of common stock, par value $ 0.01 per share, of the Combined Company (the “Combined Company Common Stock”) (the “Cedar Fair Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company 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 “Six Flags Common Stock”) (excluding any (a) shares of Six Flags Common Stock held in treasury of Former Six Flags and (b) restricted shares of Former Six Flags, which were converted into restricted shares of Combined Company Common Stock based on the Former Six Flags Exchange Ratio, as further described below), was converted into the right to receive 0.5800 shares of Combined Company Common Stock (the “Six Flags Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company Common Stock, without interest. Following the close of the transaction, the holders of units of the Cedar Fair Units owned approximately 51.2 % of the outstanding shares of the Combined Company Common Stock and the holders of the Six Flags Common Stock owned approximately 48.8 % of the outstanding shares of the Combined Company. The Mergers will be accounted for as a business combination under Accounting Standards Codification 805, Business Combinations , using the acquisition method of accounting, and Cedar Fair has been determined to be the accounting acquirer. The purchase price allocation for Former Six Flags remains preliminary as the Combined Company's management completes its 14 Table of Contents valuation assessment. During the three and six months ended June 30, 2024, Cedar Fair incurred costs related to the Mergers totaling $ 11.1 million and $ 21.3 million, respectively, which included third-party legal and consulting costs related to the transaction, as well as integration costs related to the Mergers. Integration costs included third-party consulting costs, travel costs and contract termination costs. These costs were recorded within "Selling, general and administrative" in the consolidated statement of operations and comprehensive income (loss). Special Dividend As previously announced by Former Six Flags, on June 18, 2024, Former Six Flags declared a special dividend, payable to holders of record of Six Flags Common Stock as of the close of business one business day prior to the closing date, June 28, 2024, 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 Six Flags Exchange Ratio and (ii) the aggregate amount of distributions per unit declared or paid by Cedar Fair with respect to a Cedar Fair Unit with a record date following November 2, 2023 and prior to the time the Six Flags Merger became effective (the “Closing Effective Time”) after giving effect to appropriate adjustments to reflect the Mergers (the “Special Dividend”), which distributions per Cedar Fair Unit were $ 0.90 in the aggregate. The payment of the Special Dividend was completed on or about July 8, 2024. Treatment of Equity Awards and Treasury Stock At the time the Cedar Fair First Merger became effective (the “Cedar Fair First Merger Effective Time”), each outstanding Cedar Fair equity award (other than each Cedar Fair deferred unit) was converted into a corresponding award relating to shares of Combined Company Common Stock, with the number of shares of Combined Company Common Stock subject to such converted award based on the Cedar Fair Exchange Ratio. The converted Cedar Fair equity awards remain outstanding and subject to the same terms and conditions applied under the Cedar Fair's prior omnibus incentive plans and the applicable 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 of the Mergers. Cedar Fair Performance Units were converted based on the higher of target performance and actual performance or, in the case of awards (or portion thereof) related to any performance period that would have begun after the Closing Effective Time, were converted based on target performance and will not be subject to future performance-based vesting conditions (but remain subject to service-based vesting conditions). Any outstanding Cedar Fair Deferred Units were settled at the First Cedar Fair Merger Effective Time in either cash or shares of Combined Company Common Stock in accordance with such terms. Each Cedar Fair Unit held (i) in the treasury of Cedar Fair or (ii) by the Cedar Fair General Partner, in each case, immediately prior to the Cedar Fair First Merger Effective Time, was canceled and retired and ceases to exist, and no consideration was delivered in exchange therefor. At Closing Effective Time, generally and other than as may be provided in certain employment agreements to be entered into in connection with the Mergers, each Former Six Flags equity award was converted into a corresponding award relating to shares of Combined Company Common Stock, with the number of shares of Combined Company Common Stock subject to such converted award based on the 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 Former Six Flags Equity Plan and the applicable award agreements immediately prior to the Closing Effective Time (except that (i) performance-based awards were converted based on the higher of target and actual performance and will not be subject to future performance-based vesting conditions (but 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). Any Former Six Flags Deferred Share Unit Awards were settled at the time of the Closing Effective Time in shares of Combined Company Common Stock based on the Six Flags Exchange Ratio. Former Six Flags equity awards were 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). Each share of Six Flags Common Stock held in the treasury of Six Flags immediately prior to the Closing Effective Time, was canceled and retired and ceases to exist, and no consideration was delivered in exchange therefor. 2024 Credit Agreement In connection and substantially concurrently with the closing of the Mergers, the Combined Company succeeded to and assumed all of the obligations of Cedar Fair under the 2024 Credit Agreement, Six Flags Theme Park Inc. ("SFTP") became a borrower under the 2024 Credit Agreement, and the subsidiaries of Former Six Flags that are co-issuers and/or guarantors under the 2025 Six Indenture (as defined below) and/or the 2032 Six Indenture (as defined below) guaranteed the obligations under the 2024 Credit Agreement. Substantially concurrently with the closing of the Mergers, the Combined Company entered into the First Amendment and Incremental Assumption Agreement to the 2024 Credit Agreement (the "First Amendment"). The First Amendment increased the revolving credit facility capacity to $ 850 million and extended the maturity date to July 1, 2029, subject to a springing maturity date on the date that is 91 days prior to the final maturity of certain indebtedness in an aggregate outstanding principal amount greater than $ 200 million on such date. 15 Table of Contents Supplemental Indentures of Former Six Flags Existing Notes Substantially concurrently with the closing and in connection with the Mergers, the Combined Company entered into supplemental indentures to assume all of Former Six Flags’ obligations under the indenture, dated as of June 16, 2016 (the “2024 Six Indenture”); the indenture, dated as of April 13, 2017 (the “2027 Six Indenture”); the indenture, dated as of April 22, 2020 (the “2025 Six Indenture” and the secured notes issued thereunder, the “2025 Secured Notes”); the indenture, dated as of May 3, 2023 (the “2031 Six Indenture”); and the indenture, dated as of May 2, 2024 (the “2032 Six Indenture” and the secured notes issued thereunder, the “2032 Secured Notes” and, together with the 2024 Six Indenture, the 2027 Six Indenture, the 2025 Six Indenture, the 2031 Six Indenture and the notes issued thereunder, the "Former Six Flags Notes"). In addition, under the supplemental indenture to the 2032 Six Indenture, each of the Cedar Fair co-issuers under the 2024 Credit Agreement became co-issuers of the 2032 Secured Notes and each of the Cedar Fair subsidiary guarantors under the 2024 Credit Agreement became guarantors of the 2032 Secured Notes. Under the supplemental indentures for all other Former Six Flags Notes, each of the Cedar Fair co-issuers and subsidiary guarantors under the 2024 Credit Agreement became guarantors of the 2024 Six Indenture, 2027 Six Indenture, 2025 Six Indenture and 2031 Six Indenture and the notes issued thereunder. In connection with the execution of the supplemental indentures to the 2025 Six Indenture and the 2032 Six Indenture, each of the Cedar Fair subsidiary guarantors under the 2024 Credit Agreement (the "Cedar Fair Subsidiary Guarantors") also entered into certain security agreements, pursuant to which the Cedar Fair Subsidiary Guarantors granted a first priority security interest in substantially all of their assets (subject to certain exceptions) to secure the 2025 Secured Notes and the 2032 Secured Notes. Supplemental Indentures of Cedar Fair Existing Notes Substantially concurrently with the closing and in connection with the Mergers, the Combined Company entered into supplemental indentures to assume all of Cedar Fair's obligations under the indentures governing the 2027 Senior Notes, 2028 Senior Notes and 2029 Senior Notes (collectively, the "Cedar Fair Notes"). In addition, under the supplemental indentures for the Cedar Fair Notes, each of the Former Six Flags subsidiary guarantors under the 2024 Credit Agreement, as amended, agreed to fully and unconditionally guarantee the Cedar Fair Notes. 2024 Omnibus Incentive Plan The 2024 Omnibus Incentive Plan was adopted by CopperSteel HoldCo, Inc. and approved by CopperSteel HoldCo, Inc.'s stockholders prior to the Mergers, and is effective as of the Closing Date. The 2024 Omnibus Incentive Plan allows the Combined Company to award up to 8.0 million shares of Combined Company Common Stock as an element of compensation to any employee, officer, non-employee director, or consultant at the discretion of the People, Culture & Compensation Committee (the "Compensation Committee") of the Board of Directors. The types of awards available under the 2024 Omnibus Incentive Plan include stock options, stock appreciation rights, restricted stock awards, restricted stock units (including performance units), other awards and dividend equivalent rights. Outstanding awards under the Cedar Fair 2016 Omnibus Incentive Plan and the Former Six Flags Long Term Incentive Plan continue to be in effect and are governed by the terms of those plans, but no new awards can be issued under either legacy plan. Payment of the 2024 Six Indenture On July 31, 2024, the remainder of the outstanding notes under the 2024 Six Indenture was paid by the Combined Company. 16 Table of Contents