Six Flags concludes oversubscribed private exchange offer for 8 7/8%, 9¾%, 9 5/8% notes

By Angela McDaniels

Tacoma, Wash., June 12 - Six Flags, Inc. said it received tenders for $765.8 million of notes under a private offer to exchange three series of notes for up to $400 million of new 12¼% senior notes due July 15, 2016.

Notes eligible for exchange were Six Flags' $280.3 million 8 7/8% senior notes due 2010, $374 million 9¾% senior notes due 2013 and $464.65 million 9 5/8% senior notes due 2014. The notes are listed in the order in which they were accepted in the offer.

Holders tendered $149.2 million, or 53.2%, of the 8 7/8% notes; $231.6 million, or 61.9%, of the 9¾% notes; and $385 million, or 82.9%, of the 9 5/8% notes.

Six Flags accepted for exchange all of the 8 7/8% notes and 9¾% notes tendered and $104.6 million of the 9 5/8% notes, according to a company news release.

The exchange offer began on May 14 and expired at midnight ET on Wednesday.

For each $1,000 principal amount of notes tendered by 5 p.m. ET on May 28 - the early tender date - the company will issue $900 of new 12¼% notes in exchange for 8 7/8% notes and $700 of new 12¼% notes in exchange for 9¾% and 9 5/8% notes.

For each $1,000 principal amount of notes tendered after the early tender deadline but before the offer expiration, the company will issue $850 of new 12¼% notes in exchange for 8 7/8% notes and $650 of new 12¼% notes in exchange for 9¾% and 9 5/8% notes.

The new notes will be issued by subsidiary Six Flags Operations Inc. and are guaranteed by Six Flags.

Holders of 50% of the outstanding 8 7/8% notes agreed to tender their notes under a lock-up agreement, and the exchange offer was conditioned upon them doing so.

The exchange offer was made only to qualified institutional buyers and accredited investors inside the United States and to selected non-U.S. investors located outside the United States, a previous news release noted.

The company said the purpose of the offer was to improve its financial flexibility by extending the maturities of its overall debt, primarily its outstanding debt with maturities in 2010. In addition, the exchange reduced Six Flags' debt by $130.6 million.

Mackenzie Partners, Inc. (800 322-2885) was the information agent.

Six Flags is a theme park company based in New York.

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