Material Event - Form 425

As of December 31, 2023

(in thousands)

Assets

Current assets

Cash and cash equivalents

Receivables

Inventories

Other current assets

Non current assets

Property and equipment, net

Goodwill

Other intangibles, net

Right-of-use asset

Other assets

Liabilities and owners' equity (deficit)

Current liabilities

Accounts payable

Deferred revenue

Accrued interest

Accrued taxes

Accrued salaries, wages and benefits

Self-insurance reserves

Other accrued liabilities

Short-term borrowings

Current portion of long-term debt

Deferred tax liability

Lease liability

Other liabilities

Long-term debt

Redeemable noncontrolling interests

Owners' equity (deficit)

Cedar Fair Special L.P. interests

Cedar Fair General partner

Cedar Fair Limited partners

Six Flags Preferred stock, $1.00 par value

Six Flags Common stock, $0.025 par value

CopperSteel Common stock, $0.01 par value

Capital in excess of par value

Accumulated deficit

Accumulated other comprehensive income (loss)

Transaction

Accounting

Adjustments

Financing
Adjustments

Net revenues:

Admissions

Food, merchandise and games

Accommodations, extra-charge products and other

Costs and expenses:

Cost of food, merchandise, and games revenues

Operating expenses

Selling, general and administrative

Depreciation and amortization

Loss on impairment / retirement of fixed assets, net

Operating income

Interest expense

Loss on early debt extinguishment

Other (income) expense, net

Income before taxes

Provision for taxes

Net income

Less: Net income allocated to Cedar Fair General Partner

Less: Net income attributable to Six Flags noncontrolling interests

Net income allocated/attributable to limited partners and controlling interests

Basic income per limited partner unit / common share:

Weighted average limited partner units / common shares outstanding

Net Income (Loss) per limited partner unit / common share

Diluted income per limited partner unit / common share:

Weighted average limited partner units / common shares outstanding

Net Income (Loss) per limited partner unit / common share:

The unaudited pro forma condensed combined balance sheet as of December 31, 2023, was prepared based on (i) the historical audited consolidated balance sheet of Cedar Fair as of December 31, 2023 and (ii) the historical audited consolidated balance sheet of Six Flags as of December 31, 2023.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 was prepared based on (i) the historical audited consolidated statement of operations of Cedar Fair for the year ended December 31, 2023 and (ii) the historical audited consolidated statement of operations of Six Flags for the year ended December 31, 2023.

Cedar Fair, L.P.

Six Flags

Entertainment

Corporation

Accrued taxes

Other accrued liabilities

Reflects reclassification of Six Flags accrued income taxes balance to conform with the presentation of Cedar Fair's financial statements.

Reflects reclassification of Six Flags short-term lease liabilities balance to conform with the presentation of Cedar Fair's financial statements.

Cedar Fair, L.P.

Six Flags

Entertainment

Corporation

Notes

Admissions

Food, merchandise and games

Accommodations, extra-charge products and other

Cost of food, merchandise, and games revenues

Operating expenses

Selling, general and administrative

Loss on impairment / retirement of fixed assets, net

Interest expense

Other income

Reflects reclassification between revenue line items to conform with the presentation of Cedar Fair's financial statements.

Reflects reclassification between line items within operating income to conform with the presentation of Cedar Fair's financial statements.

Reflects reclassification between operating expenses and revenue line items to conform with the presentation of Cedar Fair's financial statements.

Reflects reclassification of activity related to asset impairments and disposals to conform with the presentation of Cedar Fair's financial statements.

Reflects reclassification of activity within non-operating expenses to conform with the presentation of Cedar Fair's financial statements.

Changes in the estimated fair value of Six Flags Common Stock, which will ultimately be based upon the market price per share of Six Flags Common Stock on the Closing Date;

Changes in the estimated fair value of the identifiable assets acquired and liabilities assumed as of the Closing Date, which could result from changes in market conditions, discount rates, cost assumptions and other factors;

Certain factors described in the section entitled "Risk Factors" in CopperSteel's proxy statement/prospectus on Form S-4.

(in thousands, except per share data)

Six Flags Common Stock Outstanding ⁽¹⁾

Six Flags Common Stock price ⁽²⁾

Equity portion of Merger Consideration

Add: Fair value of Six Flags Equity Awards allocated to pre-combination period⁽³⁾

Add: Transaction costs paid by CopperSteel on behalf of Six Flags ⁽⁴⁾

Fair value of Merger Consideration transferred

Fair value of redeemable noncontrolling interests⁽⁵⁾

Fair value of Merger Consideration transferred plus redeemable noncontrolling interest

Six Flags Common Stock outstanding as of December 31, 2023.

Six Flags Common Stock price per share as of April 5, 2024. The fair value of the equity portion of Merger Consideration will depend on the market price of Six Flags Common Stock as of the Closing Date. A 10% increase or decrease in the price of Six Flags Common Stock would increase or decrease the total merger consideration by approximately $213 million, assuming all other factors are held constant.

Certain Six Flags Equity Awards will be exchanged for CopperSteel Equity Awards in connection with the Mergers; this adjustment reflects the estimated Closing Date fair value of the Six Flags Equity Awards for which associated service has been allocated to the pre-combination period. Estimated fair value is based upon the trading price of Six Flags Common Stock as of April 5, 2024.

Transaction costs incurred by Six Flags but paid by CopperSteel at the Closing Date.

Preliminary fair value of Six Flags redeemable non-controlling interests as of the Closing Date, estimated to be equal to its carrying value as of December 31, 2023.

(in thousands)

Cash and cash equivalents

Receivables

Inventories

Other current assets

Property and equipment

Other intangibles

Right-of-use assets

Other assets

Total assets acquired

Accounts payable

Accrued taxes

Accrued salaries, wages and benefits

Self-insurance reserves

Accrued interest

Other accrued liabilities

Short-term borrowings

Current portion of long-term debt

Deferred revenue

Long-term debt

Lease liabilities

Other liabilities

Deferred tax liabilities

Total liabilities assumed

Total net assets to be acquired

Goodwill

Fair value of Merger Consideration transferred plus redeemable noncontrolling interest

Represents adjustment to record the preliminary estimated fair value adjustment to property and equipment acquired in the Mergers. The general categories of the acquired property and equipment are expected to be the following:

(in thousands)

Land

Structures and Equipment

Construction in progress

Total fair value of Six Flags' tangible assets

Less: Six Flags historical tangible assets

Pro forma adjustment

Represents adjustments to record the preliminary estimated fair value of intangibles acquired in the Mergers. The general categories of the acquired identified intangible assets are expected to be the following:

(in thousands)

Trade Name

Licensing

Season passholder relationship

Total fair value of Six Flags' intangible assets (other than goodwill)

Less: Six Flags historical intangible assets

Pro forma adjustment

Cash and cash equivalents have been adjusted for the following:

(in thousands)

Proceeds from new revolving credit facility (net of fees paid)

Payment of Special Dividend to Six Flags Stockholders (i)

Consent payments to Cedar Fair bond holders (ii)

Payment for settlement or redemption of Cedar Fair Special LP Interest (iii)

Structuring fee paid on terminated credit facility (iv)

Payment of transaction bonus (v)

Transaction cost paid by Cedar Fair on behalf of Six Flags (vi)

Cash paid for Cedar Fair transaction costs (vii)

Pro forma adjustment

Represents adjustment to reflect the estimated Special Dividend payment to Six Flags Stockholders to be declared one business day prior to the Closing Date. The total amount of the Special Dividend may be higher or lower depending on the number of outstanding Six Flags Equity Awards with dividend participation rights one business day prior to the Closing Date. The amount of the Special Dividend shall be equal to $1.00 per share, plus the product of (a) the Six Flags Exchange Ratio and (b) the amount of distributions per unit declared or paid by Cedar Fair with respect to a Cedar Fair Unit with a record date following the date of the Merger Agreement and prior to the time at which the Six Flags Merger becomes effective (the "Closing Effective Time"), which includes the $0.30 dividend per Cedar Fair Unit declared on February 15, 2024.

Reflects recognition of deferred debt issuance cost associated with the Consent Payment to Cedar Fair bond holders related to modification of the Cedar Fair Bonds in connection with the Mergers.

Reflects the payment for settlement or redemption of the Cedar Fair Special LP Interests. Following such payment to Cedar Fair Special LP Interest holders, the related capital accounts will be automatically cancelled and retired. The issued and outstanding Cedar Fair Special LP Interests immediately prior to the time at which the Cedar Fair First Merger becomes effective shall be converted into the right to receive $5.29 million (less any Cedar Fair Special LP Interest amounts redeemed) in the aggregate, without interest, with such aggregate amount payable to such holders thereof pro rata based on the holders' relative capital accounts, and shall thereafter automatically be cancelled and retired and shall cease to exist.

Reflects structuring fee paid in connection with terminated commitment for 364-day term loan facility.

Reflects transaction and performance bonuses paid at the Closing Date to the Six Flags CEO and CFO, and certain other Six Flags and Cedar Fair employees, related to employment agreement modifications entered into in conjunction with the Mergers.

Reflects transaction costs to be paid by Cedar Fair on behalf of Six Flags at the Closing Date, included in the fair value of the consideration transferred.

Reflects transaction costs to be paid by Cedar Fair subsequent to the balance sheet date; of this amount $3.1 million was included within other accrued liabilities as of December 31, 2023. Refer to adjustment (DD) to the Unaudited Pro Forma Condensed Combined Statement of Operations below.

Represents the excess of the fair value of consideration transferred over the preliminary fair value of acquired net tangible and identifiable intangible assets net of assumed liabilities and is estimated to be $2.51 billion, which is an increase of $1.85 billion over Six Flags' book value of goodwill prior to the Mergers. The estimated goodwill to be recognized is attributable to operational and general and administrative cost synergies, expanded market opportunities and other benefits that management believes will result from combining its Cedar Fair operations with the operations of Six Flags. Acquired goodwill will not be income tax deductible.

Represents the elimination of historical accumulated other comprehensive loss of Six Flags in connection with the Mergers.

Represents the adjustment to deferred tax liabilities of $434 million as a result of the pro forma adjustments for assets acquired and liabilities assumed.

Reflects adjustment to remeasure acquired lease liabilities and ROU assets in accordance with ASC 842, Leases. Adjustment to the ROU asset is net of the effect of acquired unfavourable lease arrangements of $25 million.

Cedar Fair was historically treated as a publicly traded partnership for U.S. federal and state income tax purposes. Following the Cedar Fair Mergers, CopperSteel will be subject to U.S. federal income taxes in addition to state and local income taxes. As a result, the unaudited pro forma condensed combined financial information reflects an adjustment to deferred tax liabilities to account for the income tax effects. As such, the adjustment primarily represents the reduction to deferred tax liabilities as a result of the Cedar Fair Mergers. The adjustment of $289.9 million has been preliminarily allocated to equity as CopperSteel management determined that it primarily represents a transaction among stockholders and is partially offset by a $5.9 million adjustment to accumulated deficit related to stock-based compensation. The allocation of this adjustment is not final and is subject to change from the unaudited pro forma condensed combined financial statements presented herein and could result in a material change in provision for taxes.

Reflects preliminary fair value adjustment to the carrying value of debt assumed in connection with the Mergers.

Reflects the preliminary adjustment to long-term debt in connection with the Committed Debt Financing as follows:

(in thousands)

Proceeds from new revolving credit facility (net of fees paid) (i)

Derecognition of deferred debt issuance cost on retired Cedar Fair revolving credit facility (ii)

Consent Payment to Cedar Fair bond holders (iii)

Pro forma adjustment

Represents estimated borrowings under the new revolving credit facility as of the Closing Date, net of debt issuance costs of $12.8 million.

Represents derecognition of deferred debt issuance costs associated with retired Cedar Fair revolving credit facility in the amount of $3.4 million. Additionally, unamortized deferred debt issuance cost of $5.8 million associated with the retired Six Flags Revolving Credit Facility has been derecognized from within other assets.

Reflects recognition of deferred debt issuance cost associated with the Consent Payment to Cedar Fair bondholders related to modification of the Cedar Fair Bonds in connection with the Mergers.

Preliminary estimated fair value of redeemable noncontrolling interests of Six Flags to be recognized in connection with the Mergers is equal to carrying value as of December 31, 2023. The estimated fair value is subject to change.

Represents the adjustments with an impact to CopperSteel Common Stock, as follows:

(in thousands)

Elimination of Six Flags Common Stock

Issuance of 48.8 million shares of CopperSteel Common Stock at 0.01 par value (i)

Conversion of Cedar Fair Units to CopperSteel Common Stock (ii)

Accelerated vesting of certain Six Flags PSU and RSU Awards into CopperSteel Common Stock in connection with the Mergers (iii)

Six Flags Restricted Shares issued in connection with the Mergers (iv)

Pro forma adjustment

Represents the issuance of 48.8 million shares of CopperSteel Common Stock at a par value of $0.01 per share, in exchange for Six Flags Common Stock issued and outstanding as of the Closing Effective Time, including issuance of CopperSteel Common Stock on account of conversion of Six Flags Restricted Shares, Six Flags RSU Awards, and Six Flags Deferred Share Unit Awards as per the Six Flags Exchange Ratio stipulated in the Merger Agreement. The excess fair value over the par value is reflected within capital in excess of par value.

Reflects the conversion of Cedar Fair Units and Cedar Fair Unit-Settled Deferred Units to CopperSteel Common Stock at the time at which the Cedar Fair First Merger becomes effective per the Cedar Fair Exchange Ratio stipulated in the Merger Agreement, and the subsequent automatic cancellation and retirement of Cedar Fair Units and Cedar Fair general partnership interests with historical carrying values of $603 million and $6 thousand respectively, at the time at which the Cedar Fair Second Merger becomes effective.

Reflects certain Six Flags PSU Awards and Six Flags RSU Awards previously granted to the Six Flags CEO and CFO which will be converted into fully vested shares of CopperSteel Common Stock based on the Six Flags Exchange Ratio as stipulated in the Merger Agreement. These Six Flags PSU Awards and Six Flags RSU Awards were converted into Six Flags Restricted Shares prior to December 31, 2023.

Reflects the issuance of Six Flags Restricted Shares to the Six Flags CEO and certain other Six Flags employees in connection with the Mergers.

Represents the adjustments with an impact to capital in excess of par value, as follows:

(in thousands)

Adjustment for excess of fair value over the par value in respect of CopperSteel Common Stock issued to Six Flags in connection with the Mergers (L) (Note 3)

Conversion of pre-combination Cedar Fair historical equity to CopperSteel (L)

Accelerated vesting of certain Six Flags PSU Awards and Six Flags RSU Awards into CopperSteel Common Stock in connection with the Mergers (L)

Six Flags Restricted Shares issued in connection with the Mergers (i)

Payment of Special Dividend to Six Flags Stockholders (C)

Elimination of pre-combination Six Flags historical capital in excess of par value

Fair value of the equity awards issued by CopperSteel to Six Flags attributable to pre-combination service (ii)

Tax adjustments related to the Cedar Fair Mergers (H)

Pro forma adjustment

Reflects the issuance of Six Flags Restricted Shares to the Six Flags CEO and certain other Six Flags employees in connection with the Mergers.

Reflects fair value of the equity awards issued by CopperSteel to Six Flags employees attributable to pre-combination service, included in the fair value of the Merger Consideration transferred.

Represents the adjustments with an impact to accumulated deficit, as follows:

(in thousands)

Expected transaction costs of Cedar Fair (C) (iii)

Elimination of pre-combination Six Flags historical accumulated deficit

Accelerated vesting of certain Six Flags PSU Awards and Six Flags RSU Awards into CopperSteel Common Stock in connection with the Mergers (L)

Recognition of structuring fee for terminated 364-day term loan facility

Payment of transaction bonus (C)

Six Flags Restricted Shares and Restricted Stock Awards issued in connection with the Mergers (i)

Unamortized debt issuance cost on existing debt (ii)

Tax adjustment related to the Cedar Fair Mergers (H)

Pro forma adjustment

Reflects the issuance of Six Flags Restricted Shares to the Six Flags CEO and certain other Six Flags employees in connection with the Mergers.

Represents derecognition of unamortized debt issuance costs in the amount of $3.4 million in connection with settlement of the existing revolving credit facilities of Cedar Fair.

Represents the portion of Cedar Fair's $53.8 million in total estimated transaction costs in excess of $3.1 million recorded within other accrued liabilities on the Unaudited Pro Forma Condensed Combined Balance Sheet.

For Mr. Bassoul, payment of 50% of the transaction bonus (i.e., $1,500,000) otherwise payable at the Closing Effective Time by December 31, 2023, in the form of Six Flags Restricted Shares, less applicable taxes, subject to the employment vesting conditions described in CopperSteel's proxy statement/prospectus on Form S-4;

For Messrs. Bassoul and Mick, payment of an amount in cash by December 31, 2023, equal to such executive officers' 2023 annual bonuses at target levels, less applicable taxes (Mr. Bassoul - $2,325,000; Mr. Mick - $612,000);

For certain employees other than Messrs. Bassoul and Mick, payment of a retention award in the form of Six Flags Restricted Shares by December 31, 2023, less applicable taxes, subject to employment vesting conditions; and

For certain employees, including Messrs. Bassoul and Mick, conversion by December 31, 2023, of certain outstanding Six Flags RSU Awards and/or Six Flags PSU Awards that would have otherwise vested at or after the Closing Effective Time into Six Flags Restricted Shares, less applicable taxes, subject to the employment vesting conditions described in CopperSteel's proxy statement/prospectus on Form S-4.

The adjustment reflects a net increase in depreciation expense related to step-up in value of property and equipment acquired. Depreciation adjustments have been computed applying a straight-line method as follows:

(in thousands)

Land

Structures and Equipment

Construction in progress

Total

Less: Historical depreciation expense

Pro forma adjustment for incremental depreciation expense

Represents the pro forma adjustment to record amortization expense of $2.9 million for the year ended December 31, 2023, based on the preliminary fair value of identified intangible assets less historical amortization expense for the period associated with the historical intangible assets.

(in thousands)

Trade Name

Licensing

Season passholder relationship

Total

Less: Historical amortization expense

Pro forma adjustment to incremental amortization expense

Reflects the Six Flags Stock Options, Six Flags Restricted Shares, Six Flags RSU Awards, and Six Flags PSU Awards outstanding immediately prior to the Closing which will be converted into an award of CopperSteel Stock Options, CopperSteel Restricted Shares, CopperSteel RSU Awards and CopperSteel PSU Awards, respectively. The adjustment reflects the fair value of the portion of share-based payment awards that will be issued by CopperSteel related to services to be rendered subsequent to Closing and the associated change in share-based compensation expense for amounts in excess of expense recognized in the historical periods. Fair value of the replacement equity awards has been estimated based upon the trading price of Six Flags Common Stock as of April 5, 2024.

Reflects estimated nonrecurring transaction-related expenses of $50.7 million expected to be incurred by Cedar Fair through Closing Date and which are not reflected in the historical results of operations. These nonrecurring expenses are not anticipated to affect the Unaudited Pro Forma Condensed Combined Statement of Operations beyond twelve months after the Closing.

Reflects the removal of the legacy Cedar Fair partnership tax provision and the recording of corporate tax provision on the income of the partnership at an estimated statutory rate of 25.3%. The estimated blended statutory tax rate used for the unaudited pro forma condensed combined financial information will likely vary from the actual effective tax rates in periods as of and subsequent to the completion of the Transactions.

Reflects estimated income tax impact effect related to the transaction accounting adjustments. Tax-related adjustments are based upon an estimated statutory tax rate of 25.3%. The estimated statutory tax rate used for the unaudited pro forma condensed combined financial information will likely vary from the actual effective tax rates in periods as of and subsequent to the completion of the Transactions.

Reflects compensation cost related to employment arrangements which are newly entered into by Cedar Fair in conjunction with the Mergers, including a $2.4 million transaction bonuses payable at the Closing Date and $9.7 million in new stock-based compensation awards which vest over 18 months. Additionally includes compensation cost related to $7.0 million in estimated transaction and performance bonuses to the Six Flags CEO and CFO due at the Closing Date and $1.9 million in Six Flags Restricted Shares granted to the Six Flags CEO as a result of modification of certain employee arrangements in conjunction with the Mergers. Fair value of the equity awards has been estimated based upon the trading price of Six Flags Common Stock as of April 5, 2024.

Represents an increase to interest expense of $24.3 million for the year ended December 31, 2023, which includes the following:

(in thousands, except per share data)

Interest expense on new revolving credit facility (i)

Amortization of deferred issuance costs on new revolving credit facility

Amortization of the Consent Payment to Cedar Fair bond holders

Recognition of structuring fee for terminated 364-day term loan facility

Elimination of historical interest expense and amortization of debt issuance costs on existing revolving credit facilities of Cedar Fair

Write-off of unamortized debt issuance costs on existing Cedar Fair revolving credit facilities

Amortization of fair value adjustment on acquired Six Flags debt

Pro forma adjustment

The new revolving credit facility has variable interest rate; interest adjustments assume a rate of 7.33% and an increase ordecrease of 1/8^th percent in the interest rate would result in an increase or decrease in interest expense of $0.3 million during the year ending December 31, 2023.

Represents the net change in lease expense for the year ended December 31, 2023, due to remeasurement of acquired lease liabilities and ROU assets.

Reflects adjustment for elimination of net income attributable to Cedar Fair Management, Inc. (the "Cedar Fair General Partner"), an Ohio corporation and the general partner of Cedar Fair for the year ended December 31, 2023, as the Cedar Fair General Partner will be automatically cancelled and shall cease to exist in connection with the Mergers.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet - The following table reflects the proceeds from the Senior Secured Notes Offering and extinguishment of the Six Flags Revolving Credit Facility, the Six Flags Term Loan B and a portion of the Six Flags 2025 Senior Notes:

(in thousands)

Offering proceeds:

New Senior Secured Notes

Extinguishment of Six Flags' debt

Payoff of Six Flags 2025 Senior Notes

Payoff of Six Flags Term Loan B

Payoff of Six Flags Revolving Credit Facility

Fees and expenses related to debt

New Senior Secured Notes

Pro forma adjustment

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations - Represents adjustments related to interest expense for the year ended December 31, 2023, as a result of the Senior Secured Notes Offering, and extinguishment of the Six Flags Revolving Credit Facility, the Six Flags Term Loan B and a portion of the Six Flags 2025 Senior Notes by Six Flags, which includes the following:

(in thousands)

Interest expense on New Senior Secured Notes (i)

Amortization on lender fees and debt issuance costs (ii)

Elimination of historical interest expense and amortization of debt issuance costs on 2025 Senior Notes of Six Flags (portion being extinguished)

Elimination of historical interest expense and amortization of debt issuance costs on existing Six Flags Revolving Credit Facility

Elimination of historical interest expense and amortization of debt issuance costs on existing Six Flags Term Loan B

Pro forma adjustment

The New Senior Secured Notes will bear a fixed interest rate which is estimated to be between 6.5% and 7.0% per annum and the pro forma interest adjustment assumes a fixed interest rate of 6.75%. An increase or decrease of 1/8th percent in the interest rate would result in an increase or decrease in interest expense on the New Senior Secured Notes of $1.1 million during the twelve months ending December 31, 2023.

Reflects the interest expense and amortization of lender fees and debt issuance costs related to the New Senior Secured Notes.

Reflects estimated income tax impact effect related to the Senior Secured Notes Offering. Tax-related adjustments are based upon an estimated statutory tax rate of 25.3%. The estimated statutory tax rate used for the unaudited pro forma condensed combined financial information will likely vary from the actual effective tax rates in periods as of and subsequent to the completion of the Transactions and the Senior Secured Notes Offering.

(in thousands, except per share data)

Numerator:

Pro forma net loss attributable to CopperSteel Common Stock

Denominator:

Shares of CopperSteel Common Stock to be issued to Cedar Fair Unitholders pursuant to the Merger Agreement

Shares of CopperSteel Common Stock to be issued to Six Flags Stockholders pursuant to the Merger Agreement

Shares of CopperSteel Common Stock to be issued to certain holders of Six Flags Equity Awards pursuant to the Merger Agreement

Shares of CopperSteel Common Stock to be issued pursuant to vested CopperSteel Equity Awards issued in respect of Six Flags Equity Awards

Shares of CopperSteel Common Stock to be issued pursuant to Six Flags Equity Awards granted to Six Flags employees in connection with the Mergers

Shares of CopperSteel Common Stock to be issued pursuant to vested CopperSteel Equity Awards issued in respect of Cedar Fair Equity Awards

Pro Forma weighted average shares (basic and diluted)

Pro forma net loss per share attributable to CopperSteel Common Stock:

Basic and Diluted