Six Flags amends rights offering, adds equity purchases under plan

By Caroline Salls

Pittsburgh, April 1 - Six Flags, Inc. filed an amended plan of reorganization Thursday with the U.S. Bankruptcy Court for the District of Delaware that increases the amount of the company's rights offering to $505.5 million from $450 million.

Under the amended plan, backstop purchasers will buy $100 million of new common stock at a discount price of $75 million, and Pentwater Capital Management LP will purchase $25 million of the new common stock at the rights offering price under a delayed draw equity purchase.

In addition, Stark Investments, Altai Capital Management, H Partners Management LLC, Bay Harbour Management LC and Pentwater will buy an additional $50 million of equity.

The amount of the company's rights offering has also been increased to $505.5 million from $450 million.

Creditor treatment

Under the amended plan:

• Holders of pre-bankruptcy credit agreement claims against Six Flags Theme Parks Inc. will be paid in full in cash, as under the original plan;

• Holders of unsecured claims against Six Flags Operations will be paid in full in cash. Under the previous plan, these creditors were slated to receive 22.89% of the new common stock in the reorganized company and, if they voted to accept the plan, would have been eligible to participate in the rights offering;

• Holders of other secured claims will be paid in full or have their claims reinstated;

• Holders of unsecured claims against debtors other than Six Flags Inc. and Six Flags Operations will be paid in full or have their claims reinstated;

• Holders of unsecured claims against Six Flags Inc. will receive 9.5% of new common stock, up from 7.34% under the previous plan, as well as Six Flags Inc. participation rights;

• Pre-confirmation Six Flags Theme Parks and Six Flags Operations equity interests will be reinstated;

• Holders of pre-confirmation Six Flags Inc. equity interests will receive no distribution. Under the previous plan, existing equity interests in Six Flags and Six Flags Operations were to be cancelled, and 100% of the newly issued stock of Six Flags Operations was to be issued to Six Flags Inc. on the plan effective date in consideration for its distribution of new common stock in the reorganized company; and

• Pre-confirmation subsidiary equity interests will remain unaltered.

The company's exit facility will consist of a $120 million revolving credit facility, down from $150 million, a $770 million first-lien term loan and a $250 million second-lien debt facility.

Six Flags, a regional theme park company based in New York, filed for bankruptcy on June 13, 2009. Its Chapter 11 case number is 09-12019.

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