(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).
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. 1 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:
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
This Statement is being jointly filed by each of the following persons pursuant to Rule
13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended:
1) H Partners, LP, a Delaware limited partnership (“H LP”), by virtue of its direct
beneficial ownership of the shares of Common Stock covered by this Statement;
2) H Offshore Fund, Ltd., a Cayman Islands incorporated company (“H Offshore”), by
virtue of its direct beneficial ownership of the shares of Common Stock covered by this Statement;
3) H Partners Phoenix
SPV Fund, LP, a Delaware limited partnership (“Phoenix SPV”), by virtue of its direct
beneficial ownership of the shares of Common Stock covered by this Statement;
4) H Partners Capital, LLC, a Delaware limited liability company (“H Capital”), by
virtue of it being the general partner of H LP;
5) H Partners Phoenix
Capital, LLC, a Delaware limited liability company (“Phoenix Capital”), by virtue of it being the
general partner of Phoenix SPV;
6) H Partners
Management, LLC, a Delaware limited liability company (“H Management”),
by virtue of it being the investment manager of H Capital, H Offshore and Phoenix Capital; and
7) Rehan Jaffer, an individual citizen of the United States of America (“Jaffer”), by
virtue of being the managing member of H Management, H Capital and Phoenix Capital.
H
LP, H Offshore, Phoenix SPV, H Capital, Phoenix Capital, H Management and Jaffer are sometimes referred to herein
individually as a “Reporting Person” and collectively as the “Reporting Persons.”
H LP, H Offshore, Phoenix SPV, H Capital, Phoenix Capital and H Management are sometimes referred to herein collectively as the
“H Partners Entities.”
Information with respect to each of the Reporting Persons is given solely by such Reporting
Person, and no Reporting Person assumes responsibility for the accuracy or completeness of
information given by another Reporting Person. By their respective signatures on this Statement,
each of the Reporting Persons agrees that this Statement is filed on behalf of such Reporting
Person.
The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3)
of the Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other
than as described in this Statement.
The principal business of each of the H Partners Entities is to make investments in common and
preferred stock and other interests in business organizations, domestic or foreign, with the
principal objective of appreciation of capital invested. The principal occupation of Jaffer
relates to his position with H Management and its affiliated funds and investment vehicles. The
business address and principal office address of each of the Reporting Persons is c/o H Partners
Management, LLC, 888 Seventh Avenue, 29th Floor, New York, New York10019.
During the last five years, none of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a result of which such
person was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
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, 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 by H Management, for a purchase price of $33.40, in the ordinary course of business. 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.
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 May 24, 2010, the Reporting Persons
beneficially own an aggregate of 6,654,999 shares of Common Stock, or approximately 24.3% of the Common Stock
then outstanding as of May 10, 2010, as reflected in the Issuer’s Form 10-Q for the quarterly period ended March 31, 2010. 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 an investment fund that is managed by H Management.
(a) and (b)
1)
H LP directly beneficially owns 2,887,766 shares of Common Stock,
constituting approximately 10.5% 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 1,335,575 shares of Common Stock, constituting
approximately 4.9% 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 2,887,766 shares of Common Stock, constituting approximately 10.5% 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 24.3% 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 24.3% 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 May 20, 2010. The remaining
Reporting Persons still beneficially own more than five percent of
the shares of Common Stock as of May 24, 2010.
Contracts, Arrangements, Understandings or Relationships With Respect toSecurities 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).
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.
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).
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.
