Seven Six Flags (NYSE: FUN) parks to be sold to EPR for $331M cash
Rhea-AI Filing Summary
Six Flags Entertainment Corporation has signed definitive agreements to divest seven parks to EPR Properties for total cash consideration of $331 million, subject to customary adjustments. An 8-K details an Equity Purchase Agreement under which EPR and an operator will acquire subsidiaries holding assets and liabilities for several U.S. parks for $318,885,000 in cash.
The parks generated about $260 million in net revenue and approximately $45 million in Adjusted EBITDA for the year ended December 31, 2025, serving roughly 4.5 million guests. Six Flags plans to use net proceeds, after taxes and transaction expenses, to pay down debt and modestly improve its leverage ratio while focusing on its remaining 34 parks across 23 North American locations.
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Insights
Six Flags monetizes seven parks for cash to reduce debt and refocus its portfolio.
Six Flags is divesting seven parks, with total cash consideration of $331 million for assets that produced about $260 million in net revenue and $45 million in Adjusted EBITDA for the year ended December 31, 2025. The company describes this as part of a disciplined portfolio optimization strategy.
Management states that after-tax net proceeds, following taxes and transaction expenses, will be used to pay down debt and are expected to be slightly beneficial to its leverage ratio. The structure includes customary representations, covenants, indemnities and a three-year non-compete, as well as a 10% escrow to secure indemnification obligations.
The company expects to operate 34 remaining parks across 23 locations for the 2026 season, aiming to concentrate capital and leadership on properties it believes have the highest growth potential. Closing is targeted for around the end of the first or beginning of the second quarter, subject to third-party approvals and other closing conditions disclosed in the agreements.
8-K Event Classification
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FAQ
What transaction did Six Flags (FUN) announce on March 5, 2026?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01. Entry into a Material Definitive Agreement.
On March 5, 2026, Six Flags Entertainment Corporation (the “Company”) entered into that certain Equity Purchase Agreement (the “Purchase Agreement”) with EPR Properties, a Maryland real estate investment trust (“Buyer”), and EP OPCO WOFR, LLC, a Delaware limited liability company (the “Operator”).
Pursuant to the terms of the Purchase Agreement, and subject to the terms and conditions set forth therein, the Company has agreed to sell to Buyer and the Operator the assets and certain liabilities associated with the following parks (each, a “Park”, collectively, the “Parks”, and the transactions contemplated by the Purchase Agreement, the “Transaction”):
| - | Worlds of Fun (Kansas City, Missouri); |
| - | Michigan’s Adventure (Muskegon, Michigan); |
| - | Valleyfair (Shakopee, Minnesota); |
| - | Six Flags Great Escape (Queensbury, New York); |
| - | Schlitterbahn Waterpark Galveston (Galveston, Texas); and |
| - | Six Flags St. Louis (Eureka, Missouri). |
The aggregate purchase price for the Transaction is $318,885,000.00 in cash, subject to certain adjustments as provided in the Purchase Agreement. The Transaction is structured as a sale of 100% of the outstanding equity interests of those subsidiaries of the Company that hold the assets and liabilities that Buyer and the Operator have agreed to purchase. The Purchase Agreement contains customary representations and warranties, as well as customary covenants regarding the operation of the business between signing and closing. The Transaction is also subject to certain closing conditions, including receipt of certain third-party consents.
The Purchase Agreement contains a three year non-competition covenant in favor of Buyer and the Operator and a customary mutual two year non-solicitation provision. The Company, Buyer and the Operator have each agreed to provide customary indemnification for breaches of representations, warranties and covenants, as well as indemnification by the Company for pre-closing matters and by the Operator for post-closing matters. Ten percent of the purchase price will be placed into escrow at closing to secure the Company’s indemnification claims.
The Company, Buyer, and the Operator also will, at closing, enter into a transition services agreement pursuant to which the Company will provide certain transition services to the Operator following closing at each Park for up to thirty (30) days following the last day of the 2026 operating season for each Park, which shall not extend beyond December 31, 2026.
The above description of the Purchase Agreement and the accompanying transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.
Item 7.01. Regulation FD Disclosure.
On March 5, 2026, the Company issued a press release announcing the entry into the Purchase Agreement and that certain of its other subsidiaries entered into a purchase agreement to sell the assets and certain liabilities of Six Flags La Ronde (Montreal, Quebec). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| Exhibit (99.1) | Press Release dated March 5, 2026 | |
| Exhibit (104) | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 5, 2026 | SIX FLAGS ENTERTAINMENT CORPORATION | |||||
| By: | /s/ Brian C. Witherow | |||||
| Name: | Brian C. Witherow | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
| DRAFT CONFIDENTIAL | NEWS RELEASE |
| FOR IMMEDIATE RELEASE | Investor Contact: Michael Russell, 419.627.2233 | |
| https://investors.sixflags.com | Media Contact: Gary Rhodes, 704.249.6119 | |
SIX FLAGS FURTHER STREAMLINES ITS PORTFOLIO
WITH AGREEMENTS TO DIVEST SEVEN PARKS
Transaction Will Optimize the Company’s Portfolio, Sharpen its Strategic Focus
and Strengthen its Financial Position by Accelerating Deleveraging
CHARLOTTE, N.C. (Mar. 5, 2026) — Six Flags Entertainment Corporation (NYSE: FUN) (“Six Flags” or the “Company”), North America’s largest regional amusement park operator, today announced it has entered into definitive agreements to sell seven of its parks to EPR Properties (NYSE: EPR) (“EPR”) for total cash consideration of $331 million, subject to customary purchase price adjustments. The transaction represents a significant milestone in the Company’s disciplined portfolio optimization strategy and is designed to sharpen operational focus while further enhancing its liquidity position.
The parks included in the transaction are Valleyfair (Minneapolis, Minn.), Worlds of Fun (Kansas City, Mo.), Michigan’s Adventure (Grand Rapids, Mich.), Schlitterbahn Waterpark Galveston (Galveston, Texas), Six Flags St. Louis (St. Louis, Mo.), Six Flags Great Escape (Queensbury, N.Y.) and Six Flags La Ronde (Montreal, QC). Collectively, the parks entertained approximately 4.5 million guests for the full year ended Dec. 31, 2025, generating approximately $260 million in net revenue and approximately $45 million in Adjusted EBITDA. Cash proceeds, after taxes and transaction expenses, will be used to pay down debt. On an after-tax basis, net proceeds are expected to be slightly beneficial to the Company’s leverage ratio.
“Consistent with our strategy, this divestiture enables us to concentrate our capital, leadership and operational focus on the properties that we believe generate the strongest returns and offer the greatest long-term upside,” said Six Flags President and CEO John Reilly. “Since joining the Company, I have been clear that Six Flags’ earnings power has been under-realized. This transaction will simplify our portfolio, strengthen our balance sheet and position us to execute with greater clarity and discipline.”
Reilly continued, “By focusing our resources on the parks that we believe have the highest growth potential, we expect to drive operating leverage, expand margins and accelerate our cash flow generation.”
EPR plans to partner with Enchanted Parks to run the six domestic properties and La Ronde Operations, Inc., a company owned by Kieran Burke, to operate Six Flags La Ronde following completion of the transaction. EPR will retain the right to utilize the Six Flags brand through the end of 2026, subject to certain requirements, and no significant impact on guests is expected during this transition. The parks will continue their regular operating schedules, and all season passes sold will be recognized through the 2026 operating season, including multi-park pass privileges at other parks within the Six Flags’ portfolio.
Reilly concluded, “We know how much these parks mean to our guests and to the incredible teams who bring them to life every day. Decisions like this are never taken lightly. We’re confident the parks will be in good hands with EPR and its partners, who have strong experience operating parks of this quality and scale. At the same time, this move allows Six Flags to concentrate on the parks that we believe offer the greatest opportunities for growth and long-term success. Our goal is to continue creating amazing experiences for all our guests, and this agreement helps us stay focused on that commitment.”
Six Flags said it plans to operate its remaining collection of 34 parks across 23 locations in North America for the 2026 season.
The transaction is expected to close by the end of the first quarter or beginning of the second quarter, subject to the satisfaction of certain closing conditions and receipt of third-party approvals.
Perella Weinberg Partners acted as financial advisor to Six Flags, and Weil, Gotshal & Manges LLP acted as legal counsel.
About Six Flags Entertainment Corporation
Six Flags Entertainment Corporation (NYSE: FUN) is North America’s largest regional amusement-resort operator currently with 26 amusement parks, 15 water parks and nine resort properties across 16 states in the U.S., Canada and Mexico. The Company also manages an amusement park in Saudi Arabia. Focused on its purpose of making people happy, Six Flags provides fun, immersive and memorable experiences to millions of guests every year with world-class coasters, themed rides, thrilling water parks, resorts and a portfolio of beloved intellectual property such as Looney Tunes®, DC Comics® and PEANUTS®.
Forward-Looking Statements
Some of the statements contained in this news release that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements as to our expectations, beliefs, goals and strategies regarding the future. Words such as “anticipate,” “believe,” “create,” “expect,” “future,” “guidance,” “intend,” “plan,” “potential,” “seek,” “synergies,” “target,” “objective,” “will,” “would,” similar expressions, and variations or negatives of these words identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. These forward-looking statements, may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct, or that our growth and operational strategies will achieve the target results. Important risks and uncertainties that may cause such a difference and could adversely affect attendance at our parks, our future financial performance, and/or our growth strategies, and could cause actual results to differ materially from our expectations or otherwise to fluctuate or decrease, include, but are not limited to: the failure of the sale to EPR to close; failure to realize the expected amount and timing of benefits related to the sale; adverse weather conditions; general economic, political and market conditions, including global trade; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; competition for consumer leisure time and spending or other changes in consumer behavior or sentiment for discretionary spending; unanticipated construction delays or increases in construction or supply costs; changes in capital investment plans and projects; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of our operations; the impact of any potential shareholder activism; failure to attract, motivate and retain qualified domestic and international employees and key personnel; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting us; acts of terrorism or outbreak of war, hostilities, civil unrest, and other political or security disturbances; and other risks and uncertainties we discuss under the heading “Risk Factors” within our Annual Report on Form 10-K and in the other filings we make from time to time with the Securities and Exchange Commission. Readers are urged not to place undue reliance on these forward-looking statements, which speak only
as of the date of this document and are based on information currently and reasonably known to us. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after publication of this news release.
This news release and prior releases are available under the News tab at https://investors.sixflags.com
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