0000950123-11-034245.txt : 20110408 0000950123-11-034245.hdr.sgml : 20110408 20110408170923 ACCESSION NUMBER: 0000950123-11-034245 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110408 DATE AS OF CHANGE: 20110408 GROUP MEMBERS: H OFFSHORE FUND, LTD. GROUP MEMBERS: H PARTNERS CAPITAL, LLC GROUP MEMBERS: H PARTNERS MANAGEMENT, LLC GROUP MEMBERS: H PARTNERS PHOENIX CAPITAL, LLC GROUP MEMBERS: H PARTNERS PHOENIX SPV FUND, LP GROUP MEMBERS: H PARTNERS, LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAFFER REHAN CENTRAL INDEX KEY: 0001364501 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O H PARTNERS MANAGEMENT, LLC STREET 2: 888 SEVENTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Six Flags Entertainment Corp CENTRAL INDEX KEY: 0000701374 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 133995059 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33593 FILM NUMBER: 11750262 BUSINESS ADDRESS: STREET 1: 924 AVENUE J EAST CITY: GRAND PRAIRIE STATE: TX ZIP: 75050 BUSINESS PHONE: 972 595-5000 MAIL ADDRESS: STREET 1: 924 AVENUE J EAST CITY: GRAND PRAIRIE STATE: TX ZIP: 75050 FORMER COMPANY: FORMER CONFORMED NAME: SIX FLAGS, INC. DATE OF NAME CHANGE: 20070322 FORMER COMPANY: FORMER CONFORMED NAME: SIX FLAGS INC DATE OF NAME CHANGE: 20000714 FORMER COMPANY: FORMER CONFORMED NAME: TIERCO GROUP INC/DE/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 y90669sc13dza.htm SC 13D/A sc13dza
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101. Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a))
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Six Flags Entertainment Corporation
 
(Name of Issuer)
Common Stock, par value $0.025
 
(Title of Class of Securities)
83001A 102
83001A 201
 
(CUSIP Number)
 
H Partners Management, LLC
888 Seventh Avenue
29th Floor
New York, New York 10019
Attn: Rehan Jaffer
(212) 265-4200
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 6, 2011
(Date of Event which Requires Filing of this Statement)
     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
     *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

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Item 3. Source and Amount of Funds or Other Consideration
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7. Material to be Filed as Exhibits
SIGNATURE
EX-99.1

Table of Contents

                     
CUSIP No:
  
83001A 102
83001A 201 
 13D  Page  
1 
   of   
11 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rehan Jaffer
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  7   SOLE VOTING POWER
     
NUMBER OF   6,654,999 (See Item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   6,654,999 (See Item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,654,999 (See Item 5)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  24.0% (See Item 5)
     
14   TYPE OF REPORTING PERSON
   
  IN

Table of Contents

                     
CUSIP No:
  
83001A 102
83001A 201 
 13D  Page  
2 
   of   
11 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

H Partners Management, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   6,654,999 (See Item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   6,654,999 (See Item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,654,999 (See Item 5)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  24.0% (See Item 5)
     
14   TYPE OF REPORTING PERSON
   
  OO

Table of Contents

                     
CUSIP No:
  
83001A 102
83001A 201 
 13D  Page  
3 
   of   
11 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

H Partners Capital, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   2,430,911 (See Item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   2,430,911 (See Item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,430,911 (See Item 5)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  8.8% (See Item 5)
     
14   TYPE OF REPORTING PERSON
   
  OO

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CUSIP No:
  
83001A 102
83001A 201 
 13D  Page  
4
   of   
11

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

H Partners Phoenix Capital, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   1,982,998 (See Item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,982,998 (See Item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,982,998 (See Item 5)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  7.2% (See Item 5)
     
14   TYPE OF REPORTING PERSON
   
  OO

Table of Contents

                     
CUSIP No:
  
83001A 102
83001A 201 
 13D  Page  
5 
   of   
11 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

H Partners, LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   2,430,911 (See Item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   2,430,911 (See Item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,430,911 (See Item 5)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  8.8% (See Item 5)
     
14   TYPE OF REPORTING PERSON
   
  PN

Table of Contents

                     
CUSIP No:
  
83001A 102
83001A 201 
 13D  Page  
6 
   of   
11 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

H Offshore Fund, Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   1,342,297 (See Item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,342,297 (See Item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,342,297 (See Item 5)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  4.8% (See Item 5)
     
14   TYPE OF REPORTING PERSON
   
  CO

Table of Contents

                     
CUSIP No:
  
83001A 102
83001A 201 
 13D  Page  
7
   of   
11

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

H Partners Phoenix SPV Fund, LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   1,982,998 (See Item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,982,998 (See Item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,982,998 (See Item 5)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  7.2% (See Item 5)
     
14   TYPE OF REPORTING PERSON
   
  PN

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CUSIP No:
  
83001A 102
83001A 201 
 13D  Page  
8 
   of   
11 
     The Statement on Schedule 13D, as originally filed with the Securities and Exchange Commission on May 10, 2010 (the “Schedule 13D”) by the Reporting Persons named therein is hereby further amended and supplemented by this Amendment No. 2 to Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Schedule 13D.
     The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby amended as follows:

 

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CUSIP No:
  
83001A 102
83001A 201 
 13D  Page  
9 
   of   
11 
Item 3. Source and Amount of Funds or Other Consideration.
     Item 3 is hereby amended and restated in its entirety as follows:
     As described in Item 4 herein, on April 30, 2010 (the “Effective Date”), pursuant to the Modified Fourth Amended Joint Plan of Reorganization, dated April 29, 2010 (the “Plan”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”), all outstanding shares of the Issuer’s common stock and other equity interests in the Issuer were cancelled, as well as certain debt securities. Pursuant to the terms of the Plan and in settlement of its claims against the Debtors (as defined below), H LP and H Offshore received 452,654 shares of Common Stock pursuant to Section 1145(a) of the Bankruptcy Code and rights (the “Rights”) to subscribe for 6,202,345 shares of Common Stock received in a rights offering (the “Rights Offering”) to holders of certain unsecured claims against the Debtors pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. On April 30, 2010, H LP and H Offshore subscribed for 6,202,345 shares of Common Stock pursuant to the Rights, 1,667,553 of which were received in satisfaction of certain claims the Reporting Person had against the Issuer as part of the Issuer’s bankruptcy case, and 4,534,792, pursuant to the Equity Commitment Agreement (as defined below), of which it paid $127,367,292.14 for, by wire transfer of immediately available funds on or about the Effective Date.
     On May 20, 2010, H LP and H Offshore sold 1,214,023 and 768,975 shares of Common Stock, respectively, to Phoenix SVP, for a purchase price of $33.40 and $33.40 per share, respectively, in the ordinary course of business. In addition, on May 20, 2010, H LP sold 448,660 shares of Common Stock to an investment fund that is managed, but not owned, by H Management, for a purchase price of $33.40 per share, in the ordinary course of business. On April 6, 2011, H LP sold 285,000 shares of Common Stock to H Offshore for a purchase price of $72.00 per share, in the ordinary course of business. In addition, on April 6, 2011, H LP and H Offshore sold 171,855 and 278,278 shares of Common Stock, respectively, to a separate investment fund that is managed, but not owned, by H Management, for a purchase price of $72.00 and $72.00 per share, respectively. The funding used in the foregoing transactions was derived from the capital of the respective funds.
     The information set forth in Item 4 of this Statement is hereby incorporated herein by reference.

 

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CUSIP No:
  
83001A 102
83001A 201 
 13D  Page  
10 
   of   
11 
Item 5. Interest in Securities of the Issuer.
     Item 5 is hereby amended and restated in its entirety as follows:
     The information set forth in Item 4 of this Statement is hereby incorporated by reference into this Item 5. As of April 8, 2011, the Reporting Persons beneficially own an aggregate of 6,654,999 shares of Common Stock, or approximately 24.0% of the Common Stock then outstanding as of March 15, 2011, as reflected in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March  24, 2011. These shares of Common Stock include shares of Common Stock received by the H Partners Entities in connection with the Issuer’s emergence from bankruptcy and subsequently transferred between investment funds, and shares of Common Stock transferred to investment funds that are managed by H Management.
     (a) and (b)
     1) H LP directly beneficially owns 2,430,911 shares of Common Stock, constituting approximately 8.8% of the Common Stock outstanding as of the Effective Date. As of the date of this filing, H LP has sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.
     2) H Offshore directly beneficially owns 1,342,297 shares of Common Stock, constituting approximately 4.8% of the Common Stock outstanding as of the Effective Date. H Offshore has sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.
     3) Phoenix SPV directly beneficially owns 1,982,998 shares of Common Stock, constituting approximately 7.2% of the Common Stock outstanding as of the Effective Date. Phoenix SPV has sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.
     4) H Capital, as the general partner of H LP, may be deemed to beneficially own 2,430,911 shares of Common Stock, constituting approximately 8.8% of the Common Stock outstanding as of the Effective Date. H Capital may be deemed to have sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.
     5) Phoenix Capital, as the general partner of Phoenix SPV, may be deemed to beneficially own 1,982,998 shares of Common Stock, constituting approximately 7.2% of the Common Stock outstanding as of the Effective Date. Phoenix Capital may be deemed to have sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.
     6) H Management, as the investment manager of H Capital, H Offshore and Phoenix Capital, may be deemed to beneficially own 6,654,999 shares of Common Stock, constituting approximately 24.0% of the Common Stock outstanding as of the Effective Date. H Management may be deemed to have sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.
     7) Jaffer, as the managing member of H Management, H Capital and Phoenix Capital, may be deemed to beneficially own 6,654,999 shares of Common Stock, constituting approximately 24.0% of the Common Stock outstanding as of the Effective Date. Jaffer may be deemed to have sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.
     Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person are the beneficial owner of any Common Stock referred to in this Statement for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
     (c) Except as stated in Item 3 and Item 4 herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons in the last 60 days.
     (d) Except as stated within Item 4 and Item 5 of this Statement, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this Statement.
     (e) H Offshore ceased to be the beneficial owner of more than five percent of the shares of Common Stock as of April 8, 2011. The remaining Reporting Persons still beneficially own more than five percent of the shares of Common Stock as of April 8, 2011.

 

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CUSIP No:
  
83001A 102
83001A 201 
 13D  Page  
11 
   of   
11 
Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
     Item 6 is hereby amended and restated in its entirety as follows;
     The information set forth in Item 3 and Item 4 of this Statement is hereby incorporated by reference into this Item 6.
Item 7. Material to be Filed as Exhibits.
     Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 1    Joint Filing Agreement.
Exhibit 2    Registration Rights Agreement, dated as of April 1, 2010, among Six Flags Entertainment Corporation and certain holders of Common Stock (incorporated herein by reference to Exhibit 4.1 to Six Flags Entertainment Corporation’s Current Report on Form 8-K, filed May 4, 2010).
Exhibit 3    Form of Equity Commitment Agreement, dated as of April 15, 2010, by and among Six Flags, Inc. and the purchasers named therein (incorporated herein by reference to Exhibit 99.1 to Six Flags Entertainment Corporations’s Current Report on Form 8-K, filed May 11, 2010).

 

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SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 8, 2011
             
    H PARTNERS MANAGEMENT, LLC    
 
            
 
  By:
Name: 		  /s/ Rehan Jaffer
 
Rehan Jaffer 		   
 
  Title:   Managing Member    
 
            
    H PARTNERS CAPITAL, LLC    
 
            
 
  By:
Name: 		  /s/ Rehan Jaffer
 
Rehan Jaffer 		   
 
  Title:   Managing Member    
 
            
 
            
    H PARTNERS PHOENIX CAPITAL, LLC    
 
            
 
  By:
Name: 		  /s/ Rehan Jaffer
 
Rehan Jaffer 		   
 
  Title:   Managing Member    
 
            
    H PARTNERS, LP    
 
            
 
  By:   H PARTNERS CAPITAL, LLC    
 
  Its:   General Partner    
 
            
 
  By:
Name: 		  /s/ Rehan Jaffer
 
Rehan Jaffer 		   
 
  Title:   Managing Member    

 

Table of Contents

             
    H OFFSHORE FUND, LTD.    
 
            
 
  By:   H PARTNERS MANAGEMENT, LLC    
 
  Its:   Investment Manager    
 
            
 
  By:
Name: 		  /s/ Rehan Jaffer
 
Rehan Jaffer 		   
 
  Title:   Managing Member    
 
            
    H PARTNERS PHOENIX SPV FUND, LP    
 
            
 
  By:   H PARTNERS PHOENIX CAPITAL, LLC    
 
  Its:   General Partner    
 
            
 
  By:
Name: 		  /s/ Rehan Jaffer
 
Rehan Jaffer 		   
 
  Title:   Managing Member    
 
            
 
           
 
   /s/ Rehan Jaffer    
         
    Rehan Jaffer    

 

Table of Contents

Index of Exhibits
Exhibit 1    Joint Filing Agreement.
Exhibit 2    Registration Rights Agreement, dated as of April 1, 2010, among Six Flags Entertainment Corporation and certain holders of Common Stock (incorporated herein by reference to Exhibit 4.1 to Six Flags Entertainment Corporation’s Current Report on Form 8-K, filed May 4, 2010).
Exhibit 3    Form of Equity Commitment Agreement, dated as of April 15, 2010, by and among Six Flags, Inc. and the purchasers named therein (incorporated herein by reference to Exhibit 99.1 to Six Flags Entertainment Corporations’s Current Report on Form 8-K, filed May 11, 2010).

 

EX-99.1 2 y90669exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
Joint Filing Agreement
     The undersigned hereby agree as follows:
  (i)   Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
 
  (ii)   Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: April 8, 2011
             
    H PARTNERS MANAGEMENT, LLC    
 
            
 
  By:
Name: 		  /s/ Rehan Jaffer
 
Rehan Jaffer 		   
 
  Title:   Managing Member    
 
            
    H PARTNERS CAPITAL, LLC    
 
            
 
  By:
Name: 		  /s/ Rehan Jaffer
 
Rehan Jaffer 		   
 
  Title:   Managing Member    
 
            
    H PARTNERS PHOENIX CAPITAL, LLC    
 
            
 
  By:
Name: 		  /s/ Rehan Jaffer
 
Rehan Jaffer 		   
 
  Title:   Managing Member    
 
            
    H PARTNERS, LP    
 
            
 
  By:   H PARTNERS CAPITAL, LLC    
 
  Its:   General Partner    
 
            
 
  By:
Name: 		  /s/ Rehan Jaffer
 
Rehan Jaffer 		   
 
  Title:   Managing Member    

 

 

             
    H OFFSHORE FUND, LTD.    
 
            
 
  By:   H PARTNERS MANAGEMENT, LLC    
 
  Its:   Investment Manager    
 
            
 
  By:
Name: 		  /s/ Rehan Jaffer
 
Rehan Jaffer 		   
 
  Title:   Managing Member    
 
            
 
            
    H PARTNERS PHOENIX SPV FUND, LP    
 
            
 
  By:   H PARTNERS PHOENIX CAPITAL, LLC    
 
  Its:   General Partner    
 
            
 
  By:
Name: 		  /s/ Rehan Jaffer
 
Rehan Jaffer 		   
 
  Title:   Managing Member    
 
            
 
   /s/ Rehan Jaffer    
         
    Rehan Jaffer