Item 1.01 Entry into a Material Definitive Agreement
On December 28, 2020, Six Flags Entertainment Corporation (the "Company")
entered into the Consent to Second Amended and Restated Credit Agreement (the
"Consent"), by and among the Company, Six Flags Operations Inc. ("SFO"), Six
Flags Theme Parks Inc. ("SFTP" and together with SFO, the "Subsidiary Parties"),
the other subsidiary guarantors party thereto, Wells Fargo Bank, National
Association, as administrative agent, and the other lenders party thereto to
modify the Second Amended and Restated Credit Agreement, dated as of April 17,
2019, among the Company, SFO, SFTP, Wells Fargo Bank, National Association, as
administrative agent, an issuing lender and a swingline lender, and the other
lenders party thereto (the "Credit Facility"). Among other things, the Consent
permits the Company and the Subsidiary Parties to (i) change each of their
fiscal years to end on a day other than December 31 and (ii) change the method
of determining fiscal quarters and fiscal years, such that each fiscal quarter
(beginning with the fiscal quarter commencing January 1, 2021) shall consist of
thirteen consecutive weeks ending on a Sunday and each fiscal year (beginning
with the fiscal year commencing January 1, 2021) shall consist of 52 weeks or 53
weeks, as applicable, and shall end on the Sunday closest to December 31.
The above summary of the material terms of the Consent does not purport to be
complete and is qualified in its entirety by reference to the Consent, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
As previously disclosed in the Company's Current Report on Form 8-K filed on
March 3, 2020, each executive officer of the Company agreed to a temporary 25%
reduction of base salary effective April 6, 2020, in light of the disruption and
uncertainty created by the evolving COVID-19 pandemic and its then-anticipated
impact on the operations of the Company. Effective January 1, 2021, the
pre-pandemic base salaries of Ms. Doerre, Executive Vice President, General
Counsel and Chief Administrative Officer, and Mr. Reddy, Executive Vice
President and Chief Financial Officer, will no longer be subject to a 25%
reduction as the amendments to their respective employment agreements expire as
of December 31, 2020.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
Effective December 28, 2020, the Company's Board of Directors determined that it
is in the best interests of the Company to change its fiscal year end from
December 31 to a 52-53 week fiscal year ending on the Sunday closest to December
31, effective as of the commencement of the Company's fiscal year on January 1,
2021, to align the Company's reporting calendar with how the Company operates
its business and improve comparability across periods. The Company's current
fiscal year will end on December 31, 2020. In reliance on Exchange Act Release
No. 26589, the Company will not file a transition report covering the transition
period from December 31, 2020 to January 4, 2021.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Consent to Second Amended and Restated Credit Agreement, dated as of
December 28, 2020, among Six Flags Entertainment Corporation, Six Flags
10.1 Operations Inc., Six Flags Theme Parks Inc., the other subsidiary
guarantors party thereto, Wells Fargo Bank, National Association, as
administrative agent and the other lenders party thereto
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