NEW YORK, April 17 /PRNewswire-FirstCall/ -- Six Flags, Inc. ("Six
Flags" or "SFI") announced today the commencement of an offer to
exchange any and all of the following notes (collectively, the "SFI
Notes") for shares of common stock of Six Flags (the "Common
Stock"). The SFI Notes available for exchange in this offer
include: -- 8-7/8% Senior Notes due 2010 of Six Flags, Inc.; --
9-3/4% Senior Notes due 2013 of Six Flags, Inc.; and -- 9-5/8%
Senior Notes due 2014 of Six Flags, Inc. For each $1,000 Principal
Amount, For each Exchanged, $1,000 Total Claims(1) Consider-
Exchanged, ation Total (# of Outstanding Consideration Shares
Principal (# of shares of Six Flags, Inc. Amount of Common Common
Notes to be Exchanged CUSIP No. (in millions) Stock(2)) Stock)
8-7/8% Senior Notes due 2010 83001P AD1 $131.1 18.5857 19.2455 (the
"SFI 2010 Notes") 9-3/4% Senior Notes due 2013 83001P AF6 $142.4
18.5857 18.9380 (the "SFI 2013 Notes") 83001P AH2 9-5�?8% Senior
Notes due 2014 83001P AK5 $314.8 18.5857 19.6057 (the "SFI 2014
Notes") (1) Claims consists of principal amount, and accrued and
unpaid interest thereon through, and including, June 25, 2009. (2)
All Common Stock share numbers in this communication reflect the
consummation of the 1-for-100 reverse stock split that is a
condition to the Restructuring Plan (as defined below). Six Flags
is offering to exchange (the "Exchange Offer") all properly
tendered and accepted SFI Notes for shares of Common Stock. Subject
to the terms and conditions of the Exchange Offer, each holder of
SFI Notes (each, a "Holder" and collectively, the "Holders") who
validly tenders prior to the Expiration Date (as defined below) and
does not revoke all SFI Notes held by such Holder prior to the
Withdrawal Deadline (as defined below) will receive the Total
Consideration in the table above. Holders who tender, and do not
revoke, their SFI Notes in the Exchange Offer will not be entitled
to any interest on such SFI Notes from June 25, 2009, regardless of
when the Exchange Offer closes, and any subsequent interest that
would otherwise have been accrued on such SFI Notes will be deemed
paid in full upon receipt of the Total Consideration in the
Exchange Offer. Six Flags currently intends to take advantage of
the applicable 30-day grace period for making the semi-annual cash
interest payment due on June 1, 2009 on the SFI 2014 Notes. The
cash interest that Holders of the SFI 2014 Notes would otherwise be
entitled has been included in the calculation of the number of
shares of Common Stock such Holders are being offered in the
Exchange Offer and will receive in lieu of such cash interest
payment. Concurrently with the Exchange Offer, Six Flags is also
soliciting consents from the Holders (the "Consent Solicitation")
for certain amendments to the indentures pursuant to which the SFI
Notes were issued (as each may have been amended and supplemented
from time to time, collectively, the "Indentures"), to eliminate or
amend substantially all of the restrictive covenants and modify
certain of the events of default and various other provisions
contained in the Indentures (collectively, the "Proposed
Amendments"). A tender by any Holder in the Exchange Offer will
also constitute an approval by such Holder of the Proposed
Amendments. The Proposed Amendments will not become operative
unless and until the Exchange Offer is consummated. The Exchange
Offer and Consent Solicitation will expire at 11:59 p.m., New York
City time, on June 25, 2009, unless extended or earlier terminated
(the "Expiration Date"). Tenders of SFI Notes pursuant to the
Exchange Offer may be withdrawn and consents delivered pursuant to
the Consent Solicitation may be revoked at any time until May 29,
2009 (the "Withdrawal Deadline"). Thereafter, such tenders may be
withdrawn and consents may be revoked only if the Exchange Offer
and the Consent Solicitation are terminated without any SFI Notes
being accepted for exchange pursuant to the Exchange Offer. The
Exchange Offer and the Consent Solicitation are part of a
restructuring plan (the "Restructuring Plan") with respect to the
SFI Notes, the 4.50% Convertible Senior Notes due 2015 (the "SFI
Convertible Notes") and the Preferred Income Equity Redeemable
Shares (the "PIERS"). As part of the Restructuring Plan, SFI also
plans to conduct (i) a separate exchange offer for $280 million
aggregate principal amount, plus accrued and unpaid interest
thereon through June 25, 2009, of the SFI Convertible Notes to
exchange 18.5857 shares of Common Stock for each $1,000 of Claims
of SFI Convertible Notes validly tendered and not revoked (the
"Convertible Note Exchange Offer"), and (ii) a consent solicitation
from the holders of 11.5 million currently outstanding PIERS to
amend the terms of the PIERS to provide, among other things, that
each initial $25.00 of liquidation preference, plus accrued and
unpaid dividends thereon through June 25, 2009, shall automatically
convert into 0.17 shares of Common Stock upon consummation of the
Restructuring Plan (the "PIERS Amendment"). If the Restructuring
Plan is successful and all of the Holders of SFI Notes and holders
of SFI Convertible Notes participate therein, the PIERS would be
converted to approximately 10% of the outstanding Common Stock, the
SFI Convertible Notes would be exchanged for approximately 26.7% of
the outstanding Common Stock and the SFI Notes would be exchanged
for approximately 58.3% of the outstanding Common Stock, with the
existing holders of Common Stock holding approximately 5.0% of the
outstanding Common Stock, in each case prior to taking into account
the issuance of any equity under an equity incentive plan to be
adopted in connection with the Restructuring Plan. The consummation
of the Exchange Offer is conditioned upon the satisfaction or
waiver of the other conditions set forth in the Offering
Memorandum, dated April 17, 2009 (the "Offering Memorandum"),
including, among other things: (i) at least 95% of the aggregate
principal amount of each of the SFI Notes are validly tendered for
exchange and not revoked by the Withdrawal Deadline, such tenders
of SFI Notes being irrevocable thereafter, and Holders representing
such SFI Notes deliver their consents to the Proposed Amendments;
(ii) at least 95% of the outstanding aggregate principal amount of
the SFI Convertible Notes are validly tendered for exchange and not
revoked by May 29, 2009, that holders of such SFI Convertible Notes
do not withdraw their SFI Convertible Notes on or prior to the
Expiration Date, and holders representing such SFI Convertible
Notes deliver their consents to proposed amendments to the SFI
Convertible Notes similar to the Proposed Amendments in the
Convertible Note Exchange Offer; (iii) holders of a majority of the
outstanding liquidation preference of the PIERS consent to the
PIERS Amendment; and (v) holders of a majority of the outstanding
shares of Common Stock consent to the adoption of a new equity
incentive plan, the PIERS Amendment, a 1-for-100 reverse stock
split and an increase in Six Flags' authorized shares of common
stock and certain other amendments to Six Flags' certificate of
incorporation. In the event that the Restructuring Plan does not
occur, Six Flags intends to explore all other restructuring
alternatives available to it at that time, which may include an
alternative out-of-court restructuring or the commencement of a
chapter 11 plan of reorganization, with or without a pre-arranged
plan of reorganization. There can be no assurance that any
alternative restructuring arrangement or plan could be
accomplished. Six Flags' obligations to accept any SFI Notes
tendered and to pay the applicable consideration for them are set
forth solely in the Offering Memorandum relating to the Exchange
Offer and Consent Solicitation to be filed with the Securities and
Exchange Commission (the "SEC") on Form 8-K and the accompanying
Letter of Transmittal. Persons with questions regarding the
Exchange Offer and Consent solicitation should review the Offering
Memorandum or contact Globic Advisors, Inc., the information agent
for the Exchange Offer and Consent Solicitation, at (800) 974-5771.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell the SFI Notes. The Exchange Offer
and Consent Solicitation is made only by, and pursuant to the terms
set forth in the Offering Memorandum, and the information in this
news release is qualified by reference to the Offering Memorandum
and the accompanying Letter of Transmittal. Subject to applicable
law, Six Flags may amend, extend or terminate the Exchange Offer
and Consent Solicitation. The Common Stock will be issued pursuant
to the exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), provided
by Section 3(a)(9) of the Securities Act and the exemption from
state securities law requirements provided by Section 18(b)(4)(C)
of the Securities Act. We have made no arrangements for and have no
understanding with any dealer, salesman or other person regarding
the solicitation or recommendation of tenders hereunder. Any such
solicitation or recommendation of tenders by persons other than Six
Flags must not be relied upon by you as having been authorized by
Six Flags. About Six Flags Six Flags, Inc. is the world's largest
regional theme park company with 20 parks across the United States,
Mexico and Canada, and soon will be expanding beyond North America
with destinations in Dubai and Qatar. Since 1961, hundreds of
millions of families have trusted Six Flags to combine
friendly-clean-fast-safe service with affordable, value-packed
thrills, record-shattering roller coasters and special events like
the Summer Concert Series, Fright Fest and Holiday in the Park. Six
Flags' wide array of entertainment options reaches all demographics
- families, teens, tweens and thrill seekers alike - featuring
themed attractions based on skateboarding legend Tony Hawk, the
ultimate daredevil Evel Knievel, movie franchises The Dark Knight
and The Mummy; as well as world-renowned, kid-friendly brands
including Looney Tunes, the Justice League of America, The Wiggles
and Thomas the Tank Engine. Six Flags continues to develop new
avenues for growth, acquiring ownership and management of Dick
Clark Productions, producer of such perennial television hits as
the American Music Awards, the Golden Globe Awards, the Academy of
Country Music Awards, Dick Clark's New Year's Rockin' Eve and So
You Think You Can Dance. Six Flags, Inc. is a publicly-traded
corporation headquartered in New York City. Important Additional
Information for Investors and Security Holders The Convertible Note
Exchange Offer, which has not yet commenced, will be made for all
of the outstanding SFI Convertible Notes. In addition, the PIERS
Amendment requires the approval of a majority of the holders
thereof and the Restructuring Plan requires the approval of a
majority of Six Flags' shareholders. The solicitation of the
holders of the PIERS and Six Flags' shareholders have not yet
commenced. This communication is for informational purposes only
and is not a solicitation of consents or proxies, or an offer to
exchange, or solicitation of an offer to exchange, SFI Convertible
Notes, and this communication shall not constitute a solicitation
of consents or proxies from holders of the PIERS or Six Flags'
shareholders or an offer, or solicitation of an offer, to buy or
exchange securities for any purpose. Any such solicitation of
consents or proxies from holders of the PIERS shall be separately
communicated in a Proxy Statement, and any offer, or solicitation
of an offer, to exchange SFI Convertible Notes shall be separately
communicated in an Exchange Offer Statement, in each case filed
with the SEC and distributed to shareholders in accordance with
applicable regulations of the SEC governing the solicitation of
consents and proxies, and offers, and solicitations of offers, to
buy or exchange securities. The Proxy Statement and Exchange Offer
Statement will contain important information about the PIERS
Amendment and the Convertible Note Exchange Offer. Security holders
should read carefully the Proxy Statement and Exchange Offer
Statement to be filed by Six Flags with the SEC before they make
any decision with respect to the PIERS Amendment or the Convertible
Note Exchange Offer because those documents will contain important
information, including the terms and conditions of the PIERS
Amendment and Convertible Note Exchange Offer. The Proxy Statement
and Exchange Offer Statement and all other documents filed with the
SEC in connection with the PIERS Amendment and Convertible Note
Exchange Offer will be available, as and when filed, free of charge
at the SEC's web site at http://www.sec.gov/. In addition, the
Proxy Statement and Exchange Offer Statement and all other
documents filed with the SEC in connection with the PIERS Amendment
and the Convertible Note Exchange Offer will be made available to
investors free of charge by contacting Globic Advisors, Inc., the
information agent for the Restructuring Plan, at (800) 974-5771.
The solicitation of consents or proxies and the Convertible Note
Exchange Offer are not being made nor will any tender of consents,
proxies or SFI Convertible Notes be accepted from or on behalf of
holders in any jurisdiction in which the making of the solicitation
or offers or the acceptance of any tender of SFI Convertible Notes
would not be made in compliance with laws of such jurisdiction.
Forward Looking Statements: Statements in this press release that
are not reported financial results or other historical information
are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. They include, for
example, statements about the terms of the exchange offer and the
timeframe for its completion. Forward-looking statements may be
identified by the use of forward-looking terminology such as the
words "expect," "plans," "intend," "may," "will," and other terms
with similar meaning indicating possible future events or potential
impact on the business or other stakeholders of Six Flags and its
subsidiaries. The reader is cautioned not to place undue reliance
on these forward-looking statements, which are not guarantees of
future performance. These statements are based on management's
current assumptions, beliefs and expectations, all of which involve
a number of business risks and uncertainties that could cause
actual results to differ materially. These risks and uncertainties
include, but are not limited to, the condition of the U.S. credit
markets generally and worsening industry conditions. Additional
factors are detailed from time to time in Six Flags' filings with
the Securities and Exchange Commission (SEC), including those
factors contained in Six Flags' Annual Report on Form 10-K for the
year ended December 31, 2008 under the caption "Risk Factors." All
forward-looking statements in this news release are expressly
qualified by information contained in Six Flags' filings with the
SEC. Six Flags disclaims any obligation to update or revise any
forward-looking information. DATASOURCE: Six Flags, Inc. CONTACT:
Media - Sandra Daniels, +1-212-652-9360; or Investor Relations -
William Schmitt, +1-203-682-8200 Web Site: http://www.sixflags.com/
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