Six Flags Entertainment Corporation/NEW 10-Q

ITEM 5. OTHER INFORMATION During the three months ended June 30, 2024, no director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K. 37 Table of Contents ITEM 6. EXHIBITS Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger, dated as of November 2, 2023, by and among the Combined Company, Cedar Fair, Former Six Flags, and Copper Merger Sub (incorporated by reference to Annex A to the Combined Company's Registration Statement on Form S-4 initially filed with the SEC on December 22, 2023 (File No. 333-276255)). 3.1 Amended and Restated Certificate of Incorporation of Six Flags Entertainment Corporation (incorporated by reference to Exhibit 3.1 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 3.2 Amended and Restated Bylaws of Six Flags Entertainment Corporation (incorporated by reference to Exhibit 3.2 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 4.1 Indenture, dated as of May 2, 2024, among Six Flags Entertainment Corporation, Six Flags Theme Parks Inc., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Former Six Flags' Current Report on Form 8-K initially filed with the SEC on May 2, 2024 (File No. 00 1-13703)). 4.2 Fourth Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, 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 the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 4.3 Fourth Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, 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 the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 4.4 First Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, 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 the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 4.5 First Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, 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 the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 4.6 First Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, 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 the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 4.7 Third Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, 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 the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 4.8 Third Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, 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 the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 4.9 Second Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, 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 the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 10.1 Credit Agreement, dated as of May 1, 2024, by and among Cedar Fair, L.P., Canada’s Wonderland Company and Millennium Operations LLC, as borrowers, the other subsidiary borrowers party thereto, the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Cedar Fair's Current Report on Form 8-K initially filed with the SEC on May 2, 2024 (File No. 00 1-9444)). 10.2 Form of Indemnification Agreemen t (incorporated by reference to Exhibit 10.1 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 38 Table of Contents Exhibit Number Description of Exhibit 10.3 Six Flags Entertainment Corporation 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 10.4 New Holdco Joinder Agreement, dated as of July 1, 2024, between Six Flags Entertainment Corporation and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.3 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 10.5 Additional Subsidiary Borrower Agreement, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, Six Flags Theme Parks Inc. and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.4 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 10.6 Subsidiary Guarantor Joinder Agreement, dated as of July 1, 2024, by and among the guarantors party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.5 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 10.7 First Amendment and Incremental Assumption Agreement, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, Millennium Operations LLC, Canada’s Wonderland Company and Six Flags Theme Parks Inc., as borrowers, the other subsidiary borrowers party thereto, the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.6 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No. 001-42157 )). 22 Subsidiary Guarantors and Issuers of Guaranteed Securities. 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following materials from the Combined Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statements of Partners' Deficit, and (v) related notes, tagged as blocks of text and including detailed tags. 104 The cover page from the Combined Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 formatted in Inline XBRL (included as Exhibit 101). 39 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIX FLAGS ENTERTAINMENT CORPORATION (Registrant) Date: August 8, 2024 /s/ Richard A. Zimmerman Richard A. Zimmerman President and Chief Executive Officer Date: August 8, 2024 /s/ Brian C. Witherow Brian C. Witherow Chief Financial Officer 40