0001140361-12-033133.txt : 20120713 0001140361-12-033133.hdr.sgml : 20120713 20120713165325 ACCESSION NUMBER: 0001140361-12-033133 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120713 DATE AS OF CHANGE: 20120713 GROUP MEMBERS: LMA SPC FOR & BEHALF OF MAP 98 SEGREGATED PORTFOLIO GROUP MEMBERS: OCEANA MASTER FUND LTD. GROUP MEMBERS: PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD. GROUP MEMBERS: PWCM MASTER FUND LTD. 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: 12962246 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pentwater Capital Management LP CENTRAL INDEX KEY: 0001425851 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 227 WEST MONROE STREET 2: SUITE 4000 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-589-6400 MAIL ADDRESS: STREET 1: 227 WEST MONROE STREET 2: SUITE 4000 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 formsc13da.htm PENTWATER CAPITAL MANAGEMENT, LP SC13 DA 7-3-2012 (SIX FLAGS ENTERTAINMENT CORPORATION) formsc13da.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
 
Six Flags Entertainment Corporation
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)

83001A201
(CUSIP Number)
 
Neal Nenadovic, CFO
Pentwater Capital Management, LP
227 W. Monroe Suite 4000
Chicago, Il 60606
(312)589-6405
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
July 03, 2012
(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
 


 
 

 
 
SCHEDULE 13D/A
 
CUSIP No.  83001A201
 
1
NAMES OF REPORTING PERSONS
 
Pentwater Capital Management, LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)       o
(b)       x
 
 
 
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware USA
 
  7 SOLE VOTING POWER
 2,372,700
NUMBER OF
SHARES
BENEFICIALLY
 
8
 
SHARED VOTING POWER
 
OWNED BY
EACH
REPORTING
 
9
 
SOLE DISPOSITIVE POWER
 2,372,700
PERSON
WITH:
 
10
 
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,372,700
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.38%
 
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
IA

 
2

 

CUSIP No.  83001A201
 
1
NAMES OF REPORTING PERSONS
 
PWCM Master Fund Ltd.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)       o
(b)       x
 
 
 
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman  Islands
 
  7
SOLE VOTING POWER
 
NUMBER OF
SHARES
BENEFICIALLY
 
8
 
SHARED VOTING POWER
 
OWNED BY
EACH
REPORTING
 
9
 
SOLE DISPOSITIVE POWER
 
PERSON
WITH:
 
10
 
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
519,820
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.96%
 
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO

 
3

 

CUSIP No.  83001A201
 
1
NAMES OF REPORTING PERSONS
 
Pentwater Equity Opportunities Master Fund Ltd.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)       o
(b)       x
 
 
 
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS (See Instructions)
N/A
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
  7
SOLE VOTING POWER
 
NUMBER OF
SHARES
BENEFICIALLY
 
8
 
SHARED VOTING POWER
 
OWNED BY
EACH
REPORTING
 
9
 
SOLE DISPOSITIVE POWER
 
PERSON
WITH:
 
10
 
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
985,154
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.82%
 
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO

 
4

 

CUSIP No.  83001A201

1
NAMES OF REPORTING PERSONS
 
Oceana Master Fund Ltd.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)       o
(b)       x
 
 
 
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS (See Instructions)
N/A
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
  7
SOLE VOTING POWER
 
NUMBER OF
SHARES
BENEFICIALLY
 
8
 
SHARED VOTING POWER
 
OWNED BY
EACH
REPORTING
 
9
 
SOLE DISPOSITIVE POWER
 
PERSON
WITH:
 
10
 
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
577,879
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.07%
 
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO

 
5

 
 
CUSIP No.  83001A201
 
1
NAMES OF REPORTING PERSONS
 
LMA SPC for and behalf of MAP 98
Segregated Portfolio
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)       o
(b)       x
 
 
 
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS (See Instructions)
N/A
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
  7
SOLE VOTING POWER
 
NUMBER OF
SHARES
BENEFICIALLY
 
8
 
SHARED VOTING POWER
 
OWNED BY
EACH
REPORTING
 
9
 
SOLE DISPOSITIVE POWER
 
PERSON
WITH:
 
10
 
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
289,847
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.54%
 
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO

 
6

 

The Schedule 13D filed on May 11, 2010 (the “Initial Schedule 13D”) on behalf of Pentwater Capital Management LP, a Delaware limited partnership (“Pentwater Capital”), Pentwater Growth Fund Ltd., an exempted company formed in the Cayman Islands (“Pentwater Growth”), Pentwater Equity Opportunities Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Pentwater Equity”), Oceana Master Fund, Ltd. (“Oceana”) an exempted company formed in the Cayman Islands, and LMA SPC for and behalf of MAP 98 Segregated Portfolio, a segregated portfolio company (“MAP”), relating to the common stock (the “Common Stock”) of Six Flags Entertainment Corporation, a Delaware corporation (the “Issuer”), is hereby amended as set forth below by this Amendment No.4 to Schedule 13D.

PWCM Master Fund Ltd., an exempted company formed in the Cayman Islands (“PWCM”), has assumed the position previously held by Pentwater Growth.
 
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
 
(a), (b) and (d) Each Reporting Person’s beneficial ownership of Common Stock on the date of this Schedule 13D is reflected on that Reporting Person’s cover page.  By virtue of his position with Pentwater Capital, Mr. Halbower has the sole power to vote the shares of Common Stock owned by the Reporting Persons.  Subject to restrictions, Mr. Halbower has the sole power to dispose of the shares of Common Stock owned by the Reporting Persons.  No person other than the Reporting Persons is known to 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.  The percentage calculations on the cover pages are based upon 54,124,300 shares of Common Stock outstanding as reported by the Issuer in the Issuer’s Quarterly Report on Form 10-Q for the period ended March 31, 2012 filed on May 1, 2012.

(c)           The transactions in the class of securities reported on that were effected during the past 60 days on behalf of the Reporting Persons are set forth on Schedule A and incorporated herein by reference.  Other than those transactions, there were no other such transactions by the Reporting Companies that were effected during the past 60 days.

(e)           Not Applicable.

ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER.

Except as otherwise expressly described herein and in Schedule A, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company among the Reporting Persons and any person or entity.

The Reporting Persons have entered into a number of derivative agreements, commonly known as Total Return Swaps, with Bank of America, which agreements provide that the profit to the Reporting Persons shall be based upon the decrease in value of the shares of Common Stock, and the loss to the Reporting Persons shall be based upon the increase in the value of the shares of Common Stock, during the period from inception of the applicable agreement to its termination.  The agreements provide that they settle in cash.  In addition to the shares of Common Stock that they beneficially own as shown in Item 5 above, the Reporting Persons currently have short economic exposure to an aggregate of 60,000 shares of Common Stock through such agreements.

The Reporting Persons also own Term Loans of the Issuer with a face amount of $6,000,000 in a swap facility with J.P Morgan Chase.
 
 
7

 
 
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.

Dated:  July 13, 2012
 
 
PENTWATER CAPITAL MANAGEMENT LP
       
 
By:
/s/ Matthew Halbower
   
Name:
Matthew Halbower
   
Title:
Chief Executive Officer
       
 
PWCM MASTER FUND LTD.
       
 
By:
s/ David Zirin
   
Name:
David Zirin
   
Title:
Director
       
 
PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD.
       
 
By:
/s/ David Zirin
   
Name:
David Zirin
   
Title:
Director
       
 
OCEANA MASTER FUND LTD.
       
 
By:
/s/ David Zirin
   
Name:
David Zirin
   
Title:
Director
       
 
LMA SPC FOR AND ON BEHALF OF
 
MAP 98 SEGREGATED PORTFOLIO
       
 
By:
Pentwater Capital Management LP,
   
its investment manager
       
 
By:
Halbower Holdings, Inc., its general partner
       
   
By:
/s/ Matthew C. Halbower  
   
Name:
Matthew C. Halbower
   
Title:
Chief Executive Officer

 
8

 
 
SCHEDULE A
 
TRANSACTIONS IN SECURITIES OF
SIX FLAGS ENTERTAINMENT CORPORATION
WITHIN THE PAST 60 DAYS
 
Fund
TradeDate
Side
Quantity
Price
MA98
5/15/2012
Sell
590
47.01
MA98
5/17/2012
Buy
810
45.09
MA98
5/18/2012
Buy
459
43.90
MA98
6/5/2012
Sell
3,759
47.37
MA98
6/6/2012
Sell
10,023
48.72
MA98
6/7/2012
Sell
626
49.60
MA98
6/8/2012
Sell
251
49.51
MA98
6/11/2012
Sell
1,278
49.96
MA98
6/12/2012
Sell
8,670
50.10
MA98
6/13/2012
Sell
2,506
50.09
MA98
6/14/2012
Sell
4,385
50.44
MA98
6/15/2012
Sell
8,144
50.62
MA98
6/18/2012
Sell
1,252
51.16
MA98
6/19/2012
Sell
5,011
51.34
MA98
6/20/2012
Sell
2,506
51.31
MA98
6/26/2012
Sell
1,253
52.71
MA98
6/27/2012
Sell
12,384
52.83
MA98
6/28/2012
Sell
2,652
53.07
MA98
6/29/2012
Sell
2,506
53.87
MA98
7/2/2012
Sell
626
54.27
MA98
7/3/2012
Sell
626
54.63
MA98
7/5/2012
Sell
2,506
54.27
MA98
7/6/2012
Sell
1,164
54.16
MA98
7/10/2012
Buy
329
53.03
 
 
 

 
 
OCMF
5/15/2012
Sell
1,055
47.01
OCMF
5/17/2012
Buy
1,230
45.09
OCMF
5/18/2012
Buy
697
43.90
OCMF
6/5/2012
Sell
6,723
47.37
OCMF
6/5/2012
Sell
6,000
46.50
OCMF
6/6/2012
Sell
17,930
48.72
OCMF
6/7/2012
Sell
1,121
49.60
OCMF
6/8/2012
Sell
448
49.51
OCMF
6/11/2012
Sell
2,286
49.96
OCMF
6/12/2012
Sell
15,509
50.10
OCMF
6/13/2012
Sell
4,482
50.09
OCMF
6/14/2012
Sell
7,844
50.44
OCMF
6/15/2012
Sell
14,568
50.62
OCMF
6/18/2012
Sell
2,242
51.16
OCMF
6/19/2012
Sell
8,965
51.34
OCMF
6/20/2012
Sell
4,482
51.31
OCMF
6/26/2012
Sell
2,241
52.71
OCMF
6/27/2012
Sell
22,151
52.83
OCMF
6/28/2012
Sell
4,743
53.07
OCMF
6/29/2012
Sell
4,482
53.87
OCMF
7/2/2012
Sell
1,121
54.27
OCMF
7/3/2012
Sell
1,121
54.63
OCMF
7/5/2012
Sell
4,482
54.27
OCMF
7/6/2012
Sell
2,085
54.16
 
 
 

 
 
PEMF
5/15/2012
Sell
2,002
47.01
PEMF
5/17/2012
Buy
2,850
45.09
PEMF
5/18/2012
Buy
1,615
43.90
PEMF
6/5/2012
Sell
12,769
47.37
PEMF
6/6/2012
Sell
34,050
48.72
PEMF
6/7/2012
Sell
2,128
49.60
PEMF
6/8/2012
Sell
851
49.51
PEMF
6/11/2012
Sell
4,341
49.96
PEMF
6/12/2012
Sell
29,453
50.10
PEMF
6/13/2012
Sell
8,513
50.09
PEMF
6/14/2012
Sell
14,897
50.44
PEMF
6/15/2012
Sell
27,665
50.62
PEMF
6/18/2012
Sell
4,257
51.16
PEMF
6/19/2012
Sell
17,025
51.34
PEMF
6/20/2012
Sell
8,513
51.31
PEMF
6/26/2012
Sell
4,256
52.71
PEMF
6/27/2012
Sell
42,067
52.83
PEMF
6/28/2012
Sell
9,009
53.07
PEMF
6/29/2012
Sell
8,513
53.87
PEMF
7/2/2012
Sell
2,128
54.27
PEMF
7/3/2012
Sell
2,128
54.63
PEMF
7/5/2012
Sell
8,513
54.27
PEMF
7/6/2012
Sell
3,959
54.16
PEMF
7/10/2012
Buy
1,671
53.03
 
 
 

 
 
PWMF
5/15/2012
Sell
1,059
47.01
PWMF
5/17/2012
Buy
1,110
45.09
PWMF
5/18/2012
Buy
629
43.90
PWMF
6/5/2012
Sell
6,749
47.37
PWMF
6/6/2012
Sell
17,997
48.72
PWMF
6/7/2012
Sell
1,125
49.60
PWMF
6/8/2012
Sell
450
49.51
PWMF
6/11/2012
Sell
2,295
49.96
PWMF
6/12/2012
Sell
15,568
50.10
PWMF
6/13/2012
Sell
4,499
50.09
PWMF
6/14/2012
Sell
7,874
50.44
PWMF
6/15/2012
Sell
14,623
50.62
PWMF
6/18/2012
Sell
2,249
51.16
PWMF
6/19/2012
Sell
8,999
51.34
PWMF
6/20/2012
Sell
4,499
51.31
PWMF
6/26/2012
Sell
2,250
52.71
PWMF
6/27/2012
Sell
22,233
52.83
PWMF
6/28/2012
Sell
4,761
53.07
PWMF
6/29/2012
Sell
4,499
53.87
PWMF
7/2/2012
Sell
1,125
54.27
PWMF
7/3/2012
Sell
1,125
54.63
PWMF
7/5/2012
Sell
4,499
54.27
PWMF
7/6/2012
Sell
2,092
54.16