Six Flags Inc Preferred (fka SIXOQ)

[Estrella]

SIXFP @ .90
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6610785

Six Flags, Inc. (the “Company”) previously announced on May 4, 2009 that, as of the end of the 2009 “put” period on April 28, 2009, it had received “put” notices from holders of units in the limited partnerships that own the Six Flags Over Texas and Six Flags Over Georgia parks, including Six Flags White Water Atlanta (the “Partnership Parks”), with an aggregate “put” price of approximately $66 million.

The general partner of the Georgia limited partnership elected to purchase Georgia units having a total purchase price of approximately $7 million and an additional $6 million of the “put” obligations was funded with cash that was being held in escrow for the benefit of subsidiaries of Time Warner Inc. in connection with the Company’s obligations related to the Partnership Parks.


On May 15, 2009, the Company issued a press release announcing that TW-SF LLC, a subsidiary of Time Warner Inc., loaned approximately $53 million to Six Flags’ subsidiaries that are obligated to fund the “put” obligations related to the Partnership Parks. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release contains forward-looking statements and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

In connection with the loan, SFOG Acquisition A, Inc., SFOG Acquisition B, L.L.C., SFOT Acquisition I, Inc. and SFOT Acquisition II, Inc., each a subsidiary of the Company (the “Partnership Parks Subsidiaries”), entered into a promissory note, dated May 15, 2009, pursuant to which TW-SF LLC loaned approximately $53 million to the Partnership Parks Subsidiaries. Interest on the loan accrues at a rate of 14% per annum and the principal amount of the loan matures on March 15, 2011. The loan requires semi-annual prepayments with the proceeds received by the Partnership Parks Subsidiaries from the limited partnership units held by them in the Partnership Parks and is prepayable at any time at the option of the Partnership Parks Subsidiaries. The loan contains customary representations, warranties and affirmative covenants. In addition, the loan contains restrictive covenants that limit, among other things, the ability of the Partnership Parks Subsidiaries to incur indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, sell and lease any assets or issue capital stock, make investments or loans, engage in transactions with affiliates, pay dividends or repurchase capital stock. The loan contains customary events of default, including with respect to changes of control and bankruptcy events .


Up to an aggregate of $10 million of the loan is guaranteed by Six Flags, Inc., Six Flags Operations Inc. and Six Flags Theme Parks Inc. (collectively, the “Guarantors”) under the terms of a guarantee agreement entered into by the Guarantors in favor of TW-SF LLC, dated May 15, 2009. The guarantee agreement is subject to customary conditions and contains customary representations, warranties and affirmative covenants. In addition, the guarantee contains restrictive covenants that limit, among other things, the ability of the Guarantors to incur indebtedness, issue redeemable capital stock or preferred stock, create liens or amend the Company’s credit agreement, charter documents or bylaws in certain manners.