Long-Term Indebtedness

9 Months Ended

Oct. 01, 2023

Credit Facility

As of October 1, 2023, our credit facility consisted of a $500.0 million revolving credit facility (the “Revolving Credit Facility”) and a $479.0 million Tranche B Term Loan facility (the “Term Loan B”) pursuant to the amended and restated credit facility that we entered into in May 2023 (the “Credit Facility”).

Concurrently with the closing of the $800.0 million in aggregate principal amount of 7.25% senior unsecured notes due 2031 (“2031 Notes”), the Company amended its existing senior secured credit facility to, among other things, (i) establish a $500.0 million replacement revolving credit facility maturing in May 2028, subject to springing maturity conditions, which was previously scheduled to expire in April 2024 (ii) maintain the same interest rate margins on borrowings under the replacement revolving credit facility as were previously in effect, while reducing the fee on unused revolving commitments to 0.5%, stepping down to 0.375% upon achieving a senior

secured leverage ratio of less than 1.25:1.00, (iii) replace LIBOR as the interest rate benchmark for borrowings under the senior secured credit facility with Term SOFR, plus a 0.10% Term SOFR Adjustment, (iv) modify the maximum senior secured leverage ratio that the Company must maintain to 4.50:1.00 for the four fiscal-quarter periods ending on or about December 31, 2022, March 31, 2023, and June 30, 2023, 4.25:1.00 for the four fiscal-quarter period ending on or about September 30, 2023, and each four fiscal-quarter period thereafter through the four fiscal-quarter period ending on or about June 30, 2024, and 3.75:1.00 for the four fiscal-quarter period ending on or about September 30, 2024, and each four fiscal-quarter period thereafter, and (v) make certain other changes to the covenants and other terms of the senior secured credit facility. We incurred a $0.1 million loss on debt extinguishment related to the write-off of deferred financing costs related to the transaction.

As of October 1, 2023, our available borrowing capacity under our Revolving Credit Facility was $390.0 million after reducing the facility by $89.0 million borrowings outstanding and $21.0 million of outstanding letters of credit. As of January 1, 2023 and October 2, 2022, $100.0 million and $110.0 million, respectively, under the Revolving Credit Facility were outstanding (excluding amounts reserved for letters of credit in the amount of $21.0 million). Interest on the Revolving Credit Facility accrues at an annual rate of SOFR, plus a Term SOFR Adjustment of 0.10%, plus an applicable margin with an unused commitment fee based on our senior secured leverage ratio. As of October 1, 2023, the Revolving Credit Facility had an interest rate of 8.66%. As of October 1, 2023, the Revolving Credit Facility unused commitment fee was 0.500%. The Revolving Credit Facility matures in May 2028.

As of October 1, 2023, January 1, 2023 and October 2, 2022, $479.0 million was outstanding under the Term Loan B. Interest on the Term Loan B accrues at an annual rate of SOFR, plus a Term SOFR Adjustment of 0.10%, plus 1.75%. The Term Loan B consists of only floating rate debt. As of October 1, 2023, the applicable interest rate on the Term Loan B was 7.17%. The Term Loan B matures on April 17, 2026.

2024 Notes, 2025 Notes, 2027 Notes and 2031 Notes

In June 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes due 2024 and, in April 2017, issued an additional $700.0 million of senior unsecured notes due 2024 (together, the “2024 Notes”). During March of 2020, we prepaid $50.5 million of the outstanding 2024 Notes principal, reducing the outstanding amount to $949.5 million. On April 26, 2023, we commenced a cash tender offer (the “Tender Offer”) for any and all outstanding 2024 Notes. The consideration offered for each $1,000 principal amount of the 2024 Notes was $1,000.50 (the “Purchase Price”), plus accrued and unpaid interest. On May 3, 2023, we repaid $892.6 million, or 94.0% of the aggregate principal amount of the 2024 Notes that were tendered to us. The remainder of the 2024 Notes is due in July 2024.

In April 2017, Holdings issued $500.0 million of 5.50% senior notes due 2027 (the "2027 Notes"). In April 2020, our subsidiary Six Flags Theme Parks (“SFTP”) issued $725.0 million of 7.00% senior secured notes due 2025 (the “2025 Notes”).

On July 1, 2022, Holdings prepaid $360.0 million of the 2025 Notes at a premium of 103.5%. The transaction reduced the outstanding amount of the 2025 Notes to $365.0 million. We incurred a $17.5 million loss on debt extinguishment containing $12.6 million for the premium paid above par and $4.9 million related to the write-off of deferred financing costs related to the transaction which was recognized during the nine months ended October 2, 2022.

On May 3, 2023, the Company completed the private sale of the 2031 Notes at an offering price of 99.248% of the principal amount thereof. Net of the original issuance discount and debt issuance costs, the Company received net proceeds of $784.0 million.

Also, on May 3, 2023, the Company announced that $892.6 million, or 94.0% of the aggregate principal amount of the 2024 Notes were validly tendered pursuant to the Tender Offer. Net cash proceeds from the 2031 Notes, together with other available cash, including borrowings under our Revolving Credit Facility, were used to pay the Purchase Price, plus accrued and unpaid interest. We incurred a $13.9 million loss on debt extinguishment comprised of $1.0 million for the premium paid above par and $12.9 million of costs charged to expense on debt modification which were recognized during the nine months ended October 1, 2023.

As of October 1, 2023, $56.9 million of the 2024 Notes, $365.0 million of the 2025 Notes, $500.0 million of the 2027 Notes and $800.0 million of the 2031 Notes, were issued and outstanding. Interest payments of $1.4 million for the 2024 Notes are due semi-annually on January 31 and July 31 of each year. Following the repayment of $360 million of the 2025 Notes, interest payments of $12.7 million for the 2025 Notes are due semi-annually on January 1 and July 1 each year. Interest payments of $13.8 million for the 2027 Notes are due semi-annually on April 15 and October 15 of each year. For the 2031 Notes, an interest payment of $30.9 million is due November 15, 2023, and $29.0 million is due semi-annually on May 15 and November 15 of each year, thereafter.

Long-Term Indebtedness Summary

As of October 1, 2023, January 1, 2023, and October 2, 2022, the principal balance of our long-term debt consisted of the following:


	As of
(Amounts in thousands)	October 1, 2023		January 1, 2023		October 2, 2022
Term Loan B	$	479,000	$	479,000	$	479,000
Revolving Credit Facility	89,000		100,000		110,000
2024 Notes	56,867		949,490		949,490
2025 Notes	365,000		365,000		365,000
2027 Notes	500,000		500,000		500,000
2031 Notes	800,000		—		—
Net discount	(6,375)		(2,138)		(2,416)
Deferred financing costs	(10,130)		(10,821)		(11,854)
Total debt	$	2,273,362	$	2,380,531	$	2,389,220
Less current portion of long-term debt	(56,867)		—		—
Less short-term borrowings	(89,000)		(100,000)		(110,000)
Total long-term debt	$	2,127,495	$	2,280,531	$	2,279,220

Fair-Value of Long-Term Indebtedness

As of October 1, 2023, January 1, 2023, and October 2, 2022, the fair value of our long-term debt was $2,203.3 million, $2,284.3 million and $2,259.2 million, respectively.