Filing Details

 

 

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. 7)*

 

 

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)

May 24, 2016

(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.  ¨

 

 

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 persons 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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CUSIP NO.		83001A 102		13D		Page 1 of 8
		83001A 201

 

 

1		NAME OF REPORTING PERSON   I.R.S. identification nos. of above persons (entities only) Rehan Jaffer
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OR ORGANIZATION   United States of America
NUMBER OF SHARES  BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   14,218,856 (See Item 5)
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   14,218,856 (See Item 5)
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,218,856 (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   15.24% (See Item 5)
14		TYPE OF REPORTING PERSON   IN

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CUSIP NO.		83001A 102		13D		Page 2 of 8
		83001A 201

 

 

1		NAME OF REPORTING PERSON   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 (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OR ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   14,218,856 (See Item 5)
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   14,218,856 (See Item 5)
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   14,218,856 (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   15.24% (See Item 5)
14		TYPE OF REPORTING PERSON   OO

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CUSIP NO.		83001A 102		13D		Page 3 of 8
		83001A 201

 

 

1		NAME OF REPORTING PERSON   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 (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OR ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,413,944 (See Item 5)
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,413,944 (See Item 5)
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   8,413,944 (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   9.02% (See Item 5)
14		TYPE OF REPORTING PERSON   OO

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CUSIP NO.		83001A 102		13D		Page 4 of 8
		83001A 201

 

 

1		NAME OF REPORTING PERSON   I.R.S. identification nos. of above persons (entities only) H Partners, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OR ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,413,944 (See Item 5)
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,413,944 (See Item 5)
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   8,413,944 (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   9.02% (See Item 5)
14		TYPE OF REPORTING PERSON   PN

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CUSIP NO.		83001A 102		13D		Page 5 of 8
		83001A 201

 

The Statement on Schedule 13D, as originally filed with the Securities and Exchange Commission (the SEC) on May 10, 2010, as amended by Amendment No.1 filed with the SEC on May 24, 2010, as further amended by Amendment No. 2 filed with the SEC on April 8, 2011, as further amended by Amendment No. 3 filed with the SEC on July 13, 2011, as further amended by Amendment No. 4 filed with the SEC on March 14, 2012, as further amended by Amendment No. 5 filed with the SEC on February 3, 2014 and as further amended by Amendment No. 6 filed with the SEC on October 27, 2015 (collectively referred to as the Schedule 13D), by the Reporting Persons named therein is hereby further amended and supplemented by this Amendment No. 7 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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Page 6 of 8

 

Item 4. Purposes of Transaction.

Item 4 is hereby amended to add the following:

The Reporting Persons sold 1,168,988 shares of Common Stock between October 27, 2015 and May 26, 2016, and intend to sell an additional 2,218,856 shares of Common Stock, in order to reduce concentration. Following these transactions, the Reporting Persons currently intend to hold their remaining stake of 12,000,000 shares of Common Stock. The Reporting Persons continue to be optimistic about the Issuers prospects.

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 May 26, 2016, the Reporting Persons beneficially own an aggregate of 14,218,856 shares of Common Stock, or approximately 15.24% of the 93,274,927 shares of Common Stock outstanding as of April 22, 2016, as reported in the Issuers quarterly report on Form 10-Q for the quarterly period ended March 31, 2016. These shares of Common Stock include shares of Common Stock received by the H Partners Entities in connection with the Issuers 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 8,413,944 shares of Common Stock, constituting approximately 9.02% of the Common Stock outstanding. 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 Capital, as the general partner of H LP, may be deemed to beneficially own 8,413,944 shares of Common Stock, constituting approximately 9.02% of the Common Stock outstanding. 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.

3) H Management, as the investment manager of H Capital, H Offshore and Phoenix Capital, may be deemed to beneficially own 14,218,856 shares of Common Stock, constituting approximately 15.24% of the Common Stock outstanding. 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.

4) Jaffer, as the managing member of H Management, H Capital and Phoenix Capital, may be deemed to beneficially own 14,218,856 shares of Common Stock, constituting approximately 15.24% of the Common Stock outstanding. 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 is 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) H Management completed a sale of 175,000 shares of Common Stock on April 29, 2016 at prices ranging from $59.90 to $60.10, inclusive, with a weighted average price of $59.97. H Management completed a sale of 96,922 shares of Common Stock on May 24, 2016 at prices ranging from $59.22 to $59.38, inclusive, with a weighted average price of $59.31. H Management completed a sale of 143,500 shares of Common Stock on May 25, 2016 at prices ranging from $58.54 to $59.27, inclusive, with a weighted average price of $58.94. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the prior three sentences. The transactions in the Common Stock were effected in the open market. Except as stated otherwise

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Page 7 of 8

 

in this Item 5(c) or 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.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended and restated in its entirety as follows:

 

Exhibit 99.1		Joint Filing Agreement.
Exhibit 99.2		Registration Rights Agreement, dated as of April 30, 2010, among Six Flags Entertainment Corporation and certain holders of Common Stock (incorporated herein by reference to Exhibit 4.1 to Six Flags Entertainment Corporations Current Report on Form 8-K, filed May 4, 2010).
Exhibit 99.3		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 Current Report on Form 8-K, filed May 11, 2010).

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Page 8 of 8

 

SIGNATURES

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: May 26, 2016				H PARTNERS MANAGEMENT, LLC
				By:		/s/ Rehan Jaffer
						Rehan Jaffer
						Managing Member
				H PARTNERS CAPITAL, LLC
				By:		/s/ Rehan Jaffer
						Rehan Jaffer
						Managing Member
				H PARTNERS, LP
				By:		H PARTNERS CAPITAL, LLC
				Its:		General Partner
				By:		/s/ Rehan Jaffer
						Rehan Jaffer
						Managing Member
				/s/ Rehan Jaffer
				Rehan Jaffer

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EXHIBIT INDEX

 

Exhibit 99.1		Joint Filing Agreement.
Exhibit 99.2		Registration Rights Agreement, dated as of April 30, 2010, among Six Flags Entertainment Corporation and certain holders of Common Stock (incorporated herein by reference to Exhibit 4.1 to Six Flags Entertainment Corporations Current Report on Form 8-K, filed May 4, 2010).
Exhibit 99.3		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 Current Report on Form 8-K, filed May 11, 2010).