Latest news with #Merger
Business Wire
2 days ago
- Business
- Business Wire
Entwistle & Cappucci LLP Files a Securities Class Action Against KnowBe4, Inc. and Related Defendants
NEW YORK--(BUSINESS WIRE)--Entwistle & Cappucci LLP today announced that its ongoing investigation has led to the filing of a class action ('Action') against KnowBe4, Inc. ('KnowBe4'), certain of KnowBe4's directors, KKR & Co. Inc., Elephant Partners, Vista Equity Partners Management, LLC ('Vista') and certain of their affiliates (collectively, 'Defendants') on behalf of a class ('Class') consisting of all persons or entities that: (a) sold shares of KnowBe4 common stock from October 12, 2022 through February 1, 2023, including those who sold shares into the 'take private' acquisition ('Merger') of KnowBe4 by Vista and its affiliates on February 1, 2023; and/or (b) held shares of KnowBe4 as of the December 7, 2022 record date and were entitled to vote on the Merger. The Action seeks to recover damages on behalf of investors that were damaged as a result of allegedly false and misleading statements and omissions of material facts in the October 12, 2022 press release issued by KnowBe4 and Vista announcing the Merger, December 22, 2022 proxy statement and subsequent amendment issued by Defendants on January 18, 2023 ('Proxy'), and related filings with the U.S. Securities and Exchange Commission ('SEC'). Among other things, the complaint alleges the Proxy and other solicitation materials misled investors regarding the true value of KnowBe4's shares, omitted that KKR increased its equity rollover into the post-Merger entity after it learned of the Merger price, and failed to disclose advantages Defendants provided to Vista over other potential bidders during the sales process leading to the Merger. The Action was filed in the United States District Court for the Southern District of Florida and is captioned: Water Island Event-Driven Fund v. KnowBe4, Inc., No. 25-cv-22574. The complaint asserts claims under Sections 10(b), 14(a) and 20(a) of the Exchange Act and SEC Rules 10b-5 and 14a-9 promulgated thereunder. If you wish to serve as a lead plaintiff in this matter, you must file a motion with the Court no later than August 5, 2025. Any member of the proposed Class may move the Court to serve as a lead plaintiff through counsel of their choice, or they may choose to do nothing and remain a member of the Class. If you wish to discuss this Action or have any questions concerning this notice or your rights or interests, please contact: Robert N. Cappucci, Esq. or Andrew M. Sher, Esq. of Entwistle & Cappucci at (212) 894-7200 or via e-mail at rcappucci@ or asher@ About Entwistle & Cappucci Entwistle & Cappucci is a national law firm providing exceptional legal representation to clients in the most complex and challenging legal matters. Our practice encompasses all areas of litigation, corporate transactions, bankruptcy, insurance, corporate investigations and white-collar defense. Our clients include public and private corporations, major hedge funds, public pension funds, governmental entities, leading institutional investors, domestic and foreign financial services companies, emerging business enterprises and individual entrepreneurs.
Business Wire
3 days ago
- Business
- Business Wire
GlycoMimetics Stockholders Approve Proposed Merger with Crescent Biopharma and All Related Proposals
ROCKVILLE, Md.--(BUSINESS WIRE)--GlycoMimetics, Inc. (Nasdaq: GLYC) ('GlycoMimetics') today announced that its stockholders have approved the proposed merger (the 'Merger') with Crescent Biopharma, Inc. ('Crescent'), along with all proposals related to the Merger. The proposals were voted upon at GlycoMimetics' special meeting in lieu of the annual meeting of stockholders held on June 5, 2025 (the 'Special Meeting'), including a reverse stock split of GlycoMimetics' common stock to be effected at the discretion of the board of directors of GlycoMimetics (the 'Board') within the parameters approved by GlycoMimetics' stockholders. On June 5, 2025, following the Special Meeting, the Board approved a reverse stock split of GlycoMimetics' common stock at a ratio of 1-for-100. Following the anticipated closing of the Merger, the combined company's common stock is expected to begin trading on a post-reverse stock split basis on The Nasdaq Capital Market ('Nasdaq') on June 16, 2025, under the new name 'Crescent Biopharma, Inc.', ticker symbol 'CBIO', CUSIP number 38000Q201 and ISIN number US38000Q2012. The reverse stock split is expected to reduce the number of GlycoMimetics' outstanding common stock from approximately 64.5 million shares to approximately 0.6 million shares. The number of shares of GlycoMimetics' authorized common stock will not be affected by the reverse stock split. At the Special Meeting, GlycoMimetics' stockholders approved an increase in the number of shares of GlycoMimetics' authorized common stock from 150,000,000 shares to 175,000,000 shares in connection with the anticipated closing of the Merger. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share because the number of shares of GlycoMimetics common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will be equal to the fraction of a share to which such stockholder would otherwise be entitled multiplied by the closing price per share as reported by The Nasdaq Stock Market LLC on June 12, 2025, the trading day prior to the date the charter amendment to effect the reverse stock split is expected to be filed with the Secretary of State of the State of Delaware (with such price proportionately adjusted to give effect to the reverse stock split). As a result of the reverse stock split, proportionate adjustments will be made to the exercise prices and number of shares of GlycoMimetics' common stock underlying GlycoMimetics' outstanding equity awards. There will be no change to the par value per share. Following the closing of the Merger, the combined company's total issued and outstanding common stock is expected to be approximately 14.8 million shares, or approximately 25.3 million shares on a fully-diluted basis. About GlycoMimetics, Inc. GlycoMimetics is a late clinical-stage biotechnology company that was previously discovering and developing glycobiology-based therapies for cancers, including AML, and for inflammatory diseases. The company's scientific approach was based on an understanding of the role that carbohydrates play in cell recognition. Its specialized chemistry platform can be used to discover small molecule drugs, known as glycomimetics, that alter carbohydrate-mediated recognition in diverse disease states, including cancers and inflammation. The company's goal was to develop transformative therapies for diseases with high unmet medical need. Learn more at About Crescent Biopharma, Inc. Crescent Biopharma, Inc. is a biotechnology company advancing novel precision-engineered molecules to advance care for patients with solid tumors. Crescent's pipeline of three programs harnesses validated biology to accelerate the path to market for potentially best-in-class therapeutics. Crescent's lead program is CR-001, a tetravalent PD-1 x VEGF bispecific antibody, and it is also advancing CR-002 and CR-003, antibody drug conjugates with topoisomerase inhibitor payloads for undisclosed targets. For more information, visit and follow Crescent on LinkedIn. Forward-Looking Statements Certain statements in this press release, other than purely historical information, may constitute 'forward-looking statements' within the meaning of the federal securities laws, including for purposes of the 'safe harbor' provisions under the Private Securities Litigation Reform Act of 1995, concerning GlycoMimetics, Crescent, the proposed pre-closing financing and the proposed Merger between GlycoMimetics and Crescent (collectively, the 'Proposed Transactions') and other matters. These forward-looking statements include, but are not limited to: expectations related to anticipated timing of the closing of the Merger and satisfaction (or waiver) of closing conditions under the merger agreement; the combined company's listing on Nasdaq after the closing of the proposed Merger; the number of shares of GlycoMimetics common stock that may be outstanding as a result of the reverse stock split; and expectations regarding the ownership structure of the combined company. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words 'opportunity,' 'potential,' 'can,' 'goal,' 'strategy,' 'target,' 'anticipate,' 'achieve,' 'believe,' 'contemplate,' 'continue,' 'could,' 'estimate,' 'expect,' 'intends,' 'may,' 'plan,' 'possible,' 'project,' 'should,' 'will,' 'would' and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting GlycoMimetics, Crescent, the Proposed Transactions, or the reverse stock split will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of GlycoMimetics and Crescent) or other assumptions that may cause actual results, outcomes or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the conditions to the closing or consummation of the Proposed Transactions are not satisfied; the risk that the proposed pre-closing financing is not completed in a timely manner or at all; uncertainties as to the timing of the consummation of the Proposed Transactions and the ability of each of GlycoMimetics and Crescent to consummate the transactions contemplated by the Proposed Transactions; risks related to GlycoMimetics' continued listing on Nasdaq until closing of the Proposed Transactions and the combined company's ability to remain listed following the Proposed Transactions; risks related to GlycoMimetics' and Crescent's ability to correctly estimate their respective operating expenses and expenses associated with the Proposed Transactions, as applicable, as well as uncertainties regarding the impact any delay in the closing of any of the Proposed Transactions would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company's cash resources; the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the Proposed Transactions; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the business combination between GlycoMimetics and Crescent; costs related to the Merger; as a result of adjustments to the exchange ratio, Crescent stockholders and GlycoMimetics stockholders could own more or less of the combined company than is currently anticipated; the outcome of any legal proceedings that may be instituted against GlycoMimetics, Crescent or any of their respective directors or officers related to the merger agreement or the transactions contemplated thereby; unexpected costs, charges or expenses resulting from the Proposed Transactions; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Proposed Transactions; and those uncertainties and factors more fully described in filings with the Securities and Exchange Commission (the 'SEC'), including reports filed on Form 10-K, 10-Q and 8-K, in other filings that GlycoMimetics makes and will make with the SEC in connection with the proposed Merger, including the proxy statement/prospectus, as well as discussions of potential risks, uncertainties, and other important factors included in other filings by GlycoMimetics from time to time, any risk factors related to GlycoMimetics or Crescent made available to you in connection with the Proposed Transactions, as well as risk factors associated with companies, such as Crescent, that operate in the biopharma industry. Should one or more of these risks or uncertainties materialize, or should any of GlycoMimetics' or Crescent's assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither GlycoMimetics nor Crescent undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking statements. This press release does not purport to summarize all of the conditions, risks and other attributes of an investment in GlycoMimetics or Crescent. No Offer or Solicitation This press release and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the Proposed Transactions or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the Proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except in accordance with the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, no public offer will be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESS RELEASE IS TRUTHFUL OR COMPLETE.
CNA
30-05-2025
- Business
- CNA
Trump hails Nippon Steel as 'great partner' for US Steel in raucous rally
WEST MIFFLIN, Pennsylvania :U.S. President Donald Trump on Friday lauded an "agreement" between Nippon Steel and U.S. Steel at a political rally but stopped short of clarifying whether he planned to approve the companies' diplomatically sensitive merger. On a Pittsburgh, Pennsylvania-area stage decorated with signs celebrating "American steel," Trump declared the American steel company would remain American, while extolling its new Japanese partner. It is unclear whether he approves of a deal giving Nippon ownership, as sought by the firms, or whether he had formally given the merger the green light. "We're here today to celebrate a blockbuster agreement that will ensure this storied American company stays an American company," Trump told more than 1,600 people, including hard hat-wearing workers. "You're going to stay an American company, you know that, right? But we're going to have a great partner." The Japanese firm's planned acquisition of U.S. Steel, initially floated in 2023, divided the politically important state of Pennsylvania and its heavily unionized blue-collar workforce, and introduced tension into the normally friendly relations between Tokyo and Washington. Proponents of the transaction had hoped Trump's visit would end a tumultuous 18-month effort by Nippon Steel to buy the iconic American company, beset by opposition from union leadership and two national security reviews. Trump said the company would be "controlled by the USA," that no layoffs or outsourcing would occur, and that Nippon would invest billions of dollars to modernize U.S. steel mills to increase production. He also announced a plan, set to be implemented next week, to hike tariffs on imported steel from 25 per cent to 50 per cent. But Trump's remarks on Friday shed no further light on the contours of a deal that he would approve or whether a formal green light was in the offing. "I have to tell you about Nippon, they kept asking me over and I kept rejecting - no way," Trump said, adding "I'm going to be watching over it, that it's going to be great." The White House and the companies have not responded to requests for comment on the status of deal talks. Trump announced the rally and appeared to endorse the merger last Friday in a social media post, sending U.S. Steel's share price up over 20 per cent as investors bet he would soon give it the go ahead. On Sunday, he sowed doubt, describing the deal to reporters not as the full takeover Nippon is seeking but as an investment with "partial ownership," and control residing in the United States. U.S. Steel is headquartered in Pennsylvania, which symbolized both the one-time strength and the decline of U.S. manufacturing power as the Rust Belt's steel plants and factories lost business to international rivals. The closely contested state is a major prize in presidential elections. "We would not be here today without President Trump, who has secured the company's future by approving our partnership," said Nippon Vice-Chair Takahiro Mori, who spoke before Trump. But in a sign of the many open questions that remain, Japan's top trade negotiator, Ryosei Akazawa, told reporters on Friday he could not yet comment on the tie-up. "I am aware of the various reports and posts by President Trump on social media. However, there has not yet been an official announcement from the U.S. government," Akazawa, in Washington for tariff negotiations, said at a briefing at the Japanese Embassy in Washington. Trump technically has until Thursday to decide whether to formally approve or scuttle the deal, after the Committee on Foreign Investment in the U.S. last week completed a second review of the merger. But the timeline could slip. The road to Friday's rally has been a bumpy one. Nippon Steel offered $14.9 billion for U.S. Steel in December 2023, seeking to capitalize on an expected ramp up in steel purchases, thanks to the bipartisan infrastructure law. But the tie-up faced headwinds from the start, with both then-President Joe Biden and Trump asserting U.S. Steel should remain American-owned as they sought to woo voters in Pennsylvania ahead of the November presidential elections. Following the previous review, Biden blocked the deal in January on national security grounds. The companies sued, arguing they did not receive a fair review process, a charge the Biden White House disputed. The steel giants saw a new opportunity in the Trump administration, which opened a fresh 45-day national security review into the proposed merger last month. But Trump's public comments, ranging from welcoming a simple "investment" in U.S. Steel by the Japanese firm to suggesting a minority stake for Nippon Steel, did little to shore up investor confidence.
Business Wire
08-05-2025
- Business
- Business Wire
Six Flags Entertainment Corporation Reports 2025 First Quarter Results
CHARLOTTE, N.C.--(BUSINESS WIRE)--Six Flags Entertainment Corporation (NYSE: FUN), the largest regional amusement park operator in North America, today announced its results for the 2025 first quarter ended March 30, 2025, and updated its full year Adjusted EBITDA outlook for 2025. 'Based on our conviction in the underlying strength of our brands, our resilient business model, and our long-term strategy, we are maintaining our full year Adjusted EBITDA guidance range for 2025." Since legacy Cedar Fair and legacy Six Flags closed the merger transactions (the 'Merger') on July 1, 2024, to form the new Six Flags Entertainment Corporation (the 'Company' or the 'Combined Company'), legacy Cedar Fair has been determined to be the accounting acquirer for financial statement purposes. Accordingly, the reported results presented in this earnings release reflect the financial results for the Combined Company from Jan. 1, 2025, through March 30, 2025 (and for the five-week period ended May 4, 2025), and include only legacy Cedar Fair's results (before giving effect to the Merger) for the first three months of 2024 (and, except as otherwise indicated, for the five-week period ended May 5, 2024). First quarter results are expected to represent approximately 7% of the Combined Company's full-year attendance and net revenues, as approximately two-thirds of the parks in the combined portfolio are closed during the period, and most parks in operation are primarily only open on weekends. Consequently, the Company operates at a loss during the first quarter. First Quarter 2025 Results Net revenues totaled $202 million, $111 million of which relates to the legacy Six Flags operations added in the Merger. Net loss attributable to the Combined Company totaled $220 million, which included $134 million of net loss from legacy Six Flags operations added in the Merger. Adjusted EBITDA (1) loss for the quarter totaled $171 million, $62 million of which relates to the legacy Six Flags operations added in the Merger. Attendance totaled 2.8 million guests, 1.6 million of whom attended legacy Six Flags parks added in the Merger. In-park per capita spending (2) was $65.40. Out-of-park revenues (2) totaled $24 million, $5 million of which relates to legacy Six Flags operations added in the Merger. April 2025 Results Preliminary consolidated net revenues for the five-week period ended May 4, 2025, totaled approximately $192 million, $97 million of which relates to the legacy Six Flags operations added in the Merger and $95 million of which was contributed by the legacy Cedar Fair operations during the period. Attendance for the five-week period ended May 4, 2025, totaled 2.8 million guests, up slightly more than 1% compared with combined attendance for legacy Cedar Fair and legacy Six Flags for the same five-week period in 2024. Preliminary in-park per capita spending for the five-week period ended May 4, 2025, was $66.34. Season pass sales over the five-week period ended May 4, 2025, were up 6%, or approximately 41,000 units, compared to combined season pass sales for legacy Cedar Fair and legacy Six Flags over the same five-week period last year. 'While our start to 2025 was largely shaped by calendar timing shifts, weather variability, and near-term economic uncertainty, these are precisely the types of challenges our merger positioned us to more effectively navigate,' said Six Flags CEO Richard Zimmerman. 'We remain focused on what we can control – integrating the combined company, optimizing our cost structure, driving demand by enhancing the guest experience across our properties, and laying the foundation for future growth and long-term value creation.' Zimmerman continued, 'First-quarter results were impacted by the later timing of the Easter and Spring Break holidays and strategic changes in key events such as the Boysenberry Festival at Knott's Berry Farm, which shifted into the second quarter this year. We expect to recover attendance related to these timing shifts as we expand our operating calendars in the second and third quarters and move into the heart of the summer season.' Zimmerman added, 'We have a long track record of navigating uncertain macro environments, and we believe we are well positioned to survive and thrive despite external headwinds. As we continue to monitor the evolving economic backdrop, our teams are decisively pulling all available levers to drive profitability, offset cost pressures, and generate free cash flow – from adjusting operating calendars and promotional strategies, to improving expense management and accelerating synergy realization from the merger. We are confident we are taking the right steps to adapt to the environment and advance our priorities to drive long-term profitable growth and enhanced value for shareholders.' Financial Results for the First Quarter Operating days – During the first quarter of 2025, operating days totaled 393 days compared with 117 operating days in the first quarter of 2024. The increase in operating days versus the first quarter of 2024 reflects an additional 275 operating days at the legacy Six Flags parks resulting from the Merger. The 275 operating days represented 15 fewer days than the legacy Six Flags parks had in the first quarter of 2024. The legacy Cedar Fair parks had 1 additional operating day in the first quarter of 2025 compared to the first quarter of 2024. Net revenues – For the first quarter ended March 30, 2025, net revenues increased $100 million to $202 million, compared to net revenues of $102 million for the first quarter ended March 31, 2024, reflecting the impact of a 1.5-million-visit increase in attendance, a $3.43, or 6%, increase in in-park per capita spending, and a $3 million increase in out-of-park revenues. The increase in net revenues included $111 million in net revenues contributed by the legacy Six Flags operations in the three months ended March 30, 2025. The revenue contribution from legacy Six Flags was offset by $11 million in lower net revenues at legacy Cedar Fair operations during the first quarter of 2025 compared to the prior-year period. The decrease in legacy Cedar Fair net revenues in the 2025 first quarter was primarily attributable to a rescheduling of Knott's Berry Farm's Boysenberry Festival from starting in mid-March in 2024 to starting in late-March this year to better align with the timing of Easter which fell in the second quarter this year versus in the first quarter of 2024. Attendance – The 1.5 million-visit increase in attendance included a 1.6-million-visit increase resulting from attendance at the legacy Six Flags parks during the first quarter of 2025, offset slightly by 100,000 fewer visits at the legacy Cedar Fair parks. The decrease in first quarter attendance at the legacy Cedar Fair parks was due to a timing shift of the Boysenberry Festival at Knott's Berry Farm, which was rescheduled to primarily occur during the second quarter in 2025 rather than the first quarter, as in 2024. In-park per capita spending – The $3.43 increase in in-park per capita spending was driven by a $5.37 impact of in-park per capita spending at the legacy Six Flags parks, offset by a decline in in-park per capita spending at the legacy Cedar Fair parks due primarily to the timing of the Boysenberry Festival and the shift of higher in-park per capita day visits to the second quarter. Admissions per capita spending (2) at the legacy Cedar Fair parks was down 2%, due primarily to the later timing of the Boysenberry Festival and a shift in attendance mix to lower priced tickets in the absence of that event. Per capita spending on in-park products (2), including food and beverage, merchandise, games, and extra-charge offerings at the legacy Cedar Fair parks was down 5%, also the result of the later timing of the Boysenberry Festival. Out-of-park revenues – The $3 million increase in out-of-park spending was the result of $5 million contributed by legacy Six Flags operations, offset by a $2 million decline in first quarter out-of-park revenues from legacy Cedar Fair operations due to the shift of Easter into the second quarter of this year, rather than the first quarter, as in 2024. Operating costs and expenses – In the first quarter of 2025, operating costs and expenses totaled $412 million, an increase of $197 million compared to the first quarter of 2024, and included increases in operating expenses (up $143 million), SG&A expenses (up $44 million), and cost of goods sold (up $10 million), which were primarily the result of legacy Six Flags operations during the period. Operating expenses – The $143 million increase in operating expenses included $146 million of operating expenses related to legacy Six Flags operations, offset by a $3 million net decrease in legacy Cedar Fair operating expenses primarily due to headcount reductions and lower maintenance costs. SG&A expenses – The $44 million increase in SG&A expenses included $24 million of expenses related to legacy Six Flags operations, and a $20 million increase in SG&A expenses at legacy Cedar Fair, primarily due to higher equity compensation and severance resulting from the Merger, and to a lesser extent higher advertising costs. Cost of goods sold – The $10 million increase in cost of goods sold was entirely related to the inclusion of legacy Six Flags operations. Cost of goods sold as a percentage of food, merchandise and games revenue increased 290 basis points (bps), due to a non-recurring charge recorded to align inventory standards following the Merger. Depreciation and amortization – During the first quarter ended March 30, 2025, depreciation and amortization expense totaled $102 million, an increase of $92 million compared with the three months ended March 31, 2024, which was due to $62 million of depreciation expense attributable to the Merger and the impact of a change in interim depreciation methodology for legacy Cedar Fair. During the first quarter, the Company also recognized an $8 million loss on retirement of fixed assets in the normal course of business, including $5 million of retirements at the legacy Six Flags parks. Operating loss – Following the items above, the operating loss for the three months ended March 30, 2025, totaled $321 million, including $137 million of operating loss from the legacy Six Flags operations during the three-month period. This compares with an operating loss of $126 million for the three months ended March 30, 2024. Net interest expense – For the first quarter, net interest expense totaled $87 million, an increase of $53 million compared to the prior-year first quarter. The increase reflected $47 million of interest incurred on debt acquired in the Merger and incremental revolver borrowings in the first quarter. Taxes – During the three months ended March 30, 2025, the Company recorded a benefit for taxes of $187 million, compared to a benefit for taxes of $32 million for the first quarter of 2024. The higher benefit for income taxes was primarily attributable to discrete non-cash provision to return adjustments related to the Merger-related windup of the legacy Cedar Fair partnership, and the effects of the non-controlling interest distribution, accretion on the Six Flags Over Georgia call option liability, and non-deductible executive compensation. These items were partially offset by lower pre-tax book income relative to the comparable period. Net loss – After the items noted above and income attributable to non-controlling interests, a net loss attributable to the Company for the three months ended March 30, 2025, totaled $220 million, or $2.20 per diluted share of common stock, which compares with a net loss of $133 million, or $2.63 per diluted limited partner unit, attributable to the Company, for the three months ended March 31, 2024. The first quarter net loss included $134 million of net loss related to legacy Six Flags operations during the three-month period. Adjusted EBITDA – Management believes Adjusted EBITDA is a meaningful measure of park-level operating results. For the three months ended March 30, 2025, Adjusted EBITDA loss totaled $171 million, a $74 million higher loss compared to the first quarter of 2024. See the attached table for a reconciliation of net loss to Adjusted EBITDA. The increase in Adjusted EBITDA loss included $62 million of Adjusted EBITDA loss from legacy Six Flags operations during the three-month period, and a $12 million larger loss from legacy Cedar Fair operations. The larger Adjusted EBITDA loss from legacy Cedar Fair operations was primarily due to lower revenues resulting from the timing shift of the Boysenberry Festival at Knott's Berry Farm from the first quarter to the second quarter in 2025. April Update Based on preliminary operating results, net revenues for the five-week period ended May 4, 2025, totaled approximately $192 million, which included $97 million in net revenues contributed by the legacy Six Flags operations added in the Merger and $95 million in net revenues contributed by the legacy Cedar Fair operations during the period. Attendance for the combined portfolio over the five-week period ended May 4, 2025, totaled 2.8 million visits, which was up a little more than 1% compared to combined attendance for legacy Cedar Fair and legacy Six Flags over the same five-week period last year. In-park per capita spending over the five-week period ended May 4, 2025, totaled $66.34, up more than 1% from guest spending levels during the first quarter. Sales of season passes and memberships over the five-week period ended May 4, 2025, have been solid, with unit sales up 6% compared to combined sales of season passes and memberships across the legacy Cedar Fair and legacy Six Flags portfolios over the same five-week period last year. Balance Sheet and Liquidity Highlights As of March 30, 2025, the Company reported the following: Deferred revenues of $374 million, compared with $233 million of deferred revenues on March 31, 2024. The $141 million increase reflects the inclusion of $152 million of deferred revenues at the legacy Six Flags parks as of March 30, 2025, offset somewhat by a decrease of $11 million, or 5%, at the legacy Cedar Fair parks. The decrease in deferred revenues at the legacy Cedar Fair parks was largely attributable to lower early-season sales of advance purchase products, including season passes and related products, the normal amortization of prepaid lease payments related to California's Great America, and the elimination of transaction fees in California due to new regulations. Total liquidity of $241 million, including cash on hand and available borrowings under the Company's revolving credit facility. Net debt (3) of $5.21 billion, calculated as total debt of $5.27 billion (before debt issuance costs and acquisition fair value layers) less cash and cash equivalents of $62 million. 2025 Outlook 'Based on our conviction in the underlying strength of our brands, our resilient business model, and our long-term strategy, we are maintaining our full year Adjusted EBITDA (1) guidance range for 2025," said Zimmerman. "We are confident in our operating plan built around an optimized cost structure, while targeting the second and third quarters to aggressively drive growth through our compelling capital program. 'Our operating plan anticipated some consumer caution given heightened macroeconomic uncertainty. Accordingly, we have been taking proactive steps to mitigate these impacts – including refinements to our operating calendars, targeted cost reductions, and more aggressive yield management on tickets and in-park products. These measures are designed to improve profitability while ensuring we are positioned to attract guests heading into our peak season,' concluded Zimmerman. Six Flags Investor Day Six Flags management will be delivering an Investor Day presentation beginning at 9:00 AM EDT on Tuesday May 20, 2025. A live webcast of the presentation can be accessed on the Company's investors website at under the tabs Investor Information / Events & Presentations. A webcast replay of the Investor Day presentation will be made available on the Company's investors website shortly after completion of the live event. Conference Call As previously announced, Six Flags Entertainment Corporation will host a conference call with analysts starting at 10 a.m. ET today, May 8, 2025, to discuss its recent financial results. Participants on the call will include Six Flags President and CEO Richard Zimmerman and Executive Vice President and CFO Brian Witherow. Investors and all other interested parties can access a live, listen-only audio webcast of the call on the Six Flags Investors website at under the tabs Investor Information / Events & Presentations. Those unable to listen to the live webcast can access a recorded version of the call on the Six Flags Investors website at under Investor Information / Events and Presentations, shortly after the live call's conclusion. A digital recording of the conference call will be available for replay by phone starting at approximately 1 p.m. ET on Thursday May 8, 2025, until 11:59 p.m. ET on Wednesday May 15, 2025. To access the phone replay in North America please dial (800) 770-2030; from international locations please dial +1 (609) 800-9909, followed by Conference ID 3720518 . About Six Flags Entertainment Corporation Six Flags Entertainment Corporation (NYSE: FUN) is North America's largest regional amusement-resort operator with 27 amusement parks, 15 water parks and nine resort properties across 17 states in the U.S., Canada and Mexico. 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®. Footnotes: (1) Adjusted EBITDA is not a measurement computed in accordance with GAAP. Management believes Adjusted EBITDA is a meaningful measure of park-level operating profitability and uses it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. For additional information regarding Adjusted EBITDA, including how the Company defines and uses this measure, see the attached reconciliation table and related footnotes. (2) In-park per capita spending, admissions per capita spending, per capita spending on in-park products, and out-of-park revenues are non-GAAP financial measures. See the attached reconciliation table and related footnote for the calculation of these metrics. These metrics are used by management as major factors in significant operational decisions as they are primary drivers of financial and operational performance, measuring demand, pricing, and consumer behavior. (3) Net debt is a non-GAAP financial measure. See the attached reconciliation table and related footnote for the calculation of net debt. Net debt is used by the Company and investors to monitor leverage, and management believes it is meaningful for this purpose. Expand 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,' '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, 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: failure to realize the anticipated benefits of the Merger, including difficulty in integrating the businesses of legacy Six Flags and legacy Cedar Fair; failure to realize the expected amount and timing of cost savings and operating synergies related to the Merger; general economic, political and market conditions; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; adverse weather conditions; 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 the Combined Company's operations; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting the Combined Company; 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 Security 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 new release. (financial tables follow) SIX FLAGS ENTERTAINMENT CORPORATION (In thousands) March 30, 2025 March 31, 2024 Cash and cash equivalents $ 61,512 $ 35,128 Total assets $ 9,163,917 $ 2,264,265 Long-term debt, including current maturities: Revolving credit loans $ 609,003 $ 158,000 Term debt 978,527 — Notes 3,660,036 2,277,941 $ 5,247,566 $ 2,435,941 Equity (deficit) $ 1,833,780 $ (730,919 ) Expand SIX FLAGS ENTERTAINMENT CORPORATION (In thousands) Three months ended March 30, 2025 March 31, 2024 Net loss $ (219,718 ) $ (133,467 ) Interest expense, net 87,035 34,336 Benefit for taxes (186,760 ) (32,416 ) Depreciation and amortization 102,330 10,312 EBITDA (217,113 ) (121,235 ) Non-cash foreign currency (gain) loss (2,214 ) 5,239 Non-cash equity compensation expense 17,076 5,284 Loss on retirement of fixed assets, net 8,098 2,614 Loss on other assets 791 — Costs related to the Mergers (1) 15,640 10,147 Other (2) 6,932 771 Modified EBITDA (3) (170,790 ) (97,180 ) Net loss attributable to non-controlling interests — — Adjusted EBITDA (3) $ (170,790 ) $ (97,180 ) Expand (1) Consists of integration costs related to the Merger for the three months ended March 30, 2025, including third-party consulting costs related to the Merger, severance related to the Merger, retention bonuses, integration team salaries and benefits, costs to integrate information technology systems, maintenance costs to update legacy Six Flags parks to legacy Cedar Fair standards and certain legal costs. Consists of third-party legal and consulting transaction costs for the three months ended March 31, 2024. These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA as defined in the Combined Company's credit agreement. (2) Consists of certain costs as defined in the Combined Company's credit agreement. These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses unrelated to the Merger, severance and related benefits unrelated to the Merger, cost of goods sold recorded to align inventory standards following the Merger, Mexican VAT taxes on intercompany activity and contract termination costs. This balance also includes unrealized gains and losses on pension assets and short-term investments. (3) Modified EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Combined Company's credit agreement. Adjusted EBITDA represents Modified EBITDA less net loss attributable to non-controlling interests. Management included both measures to disclose the effect of non-controlling interests. Prior to the Merger, legacy Cedar Fair did not have net income attributable to non-controlling interests. Management believes Modified EBITDA and Adjusted EBITDA are meaningful measures of park-level operating profitability, and uses them for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is widely used by analysts, investors and comparable companies in the industry to evaluate operating performance on a consistent basis, as well as more easily compare results with those of other companies in the industry. Modified EBITDA and Adjusted EBITDA are provided as supplemental measures of the Combined Company's operating results and are not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Modified EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Expand (1) Net Debt is a non-GAAP financial measure used by investors to monitor leverage. The measure may not be comparable to similarly titled measures of other companies. Expand (1) In-park per capita spending is calculated as revenues generated within the Combined Company's amusement parks and separately gated outdoor water parks along with related parking revenues and online transaction fees charged to customers (in-park revenues), divided by total attendance. Admissions per capita spending is calculated as revenues generated for admission to the Combined Company's amusement parks and separately gated water parks along with related parking revenues and online transaction fees charged to customers (in-park admissions revenues) divided by total attendance. Per capita spending on in-park products is calculated as all other revenues generated within the Combined Company's amusement parks and separately gated water parks, including food and beverage, merchandise, games and extra-charge offerings (in-park product revenues) divided by total attendance. Out-of-park revenues are defined as revenues from resorts, out-of-park food and retail locations, sponsorships, international agreements and all other out-of-park operations. In-park revenues, in-park per capita spending, in-park admissions revenues, admissions per capita spending, in-park product revenues, per capita spending on in-park products, and out-of-park revenues are non-GAAP measures. These metrics are used by management as major factors in significant operational decisions as they are primary drivers of financial and operational performance, measuring demand, pricing, and consumer behavior. A reconciliation of in-park revenues, including in-park admissions revenues and in-park product revenues, and out-of-park revenues to net revenues for the periods presented is in the table below. Certain prior period amounts totaling $1.9 million for the three months ended March 31, 2024 were reclassified from out-of-park revenues to in-park admissions revenues following completion of the Merger. The Combined Company made certain reclassification adjustments to prior period amounts where it adopted the legacy Six Flags classification. Expand Three months ended (In thousands) March 31, 2024 In-park admissions revenues $ 106,311 $ 47,381 In-park product revenues 78,004 36,208 In-park revenues 184,315 83,589 Out-of-park revenues 23,916 21,322 Concessionaire remittance (6,174 ) (3,296 ) Net revenues $ 202,057 $ 101,615 For the five weeks ended May 4, 2025, preliminary net revenues included in-park revenues of approximately $183 million, out-of-park revenues of approximately $16 million and concessionaire remittance of approximately $7 million. Expand
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03-04-2025
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Kroger alleges C&S misconduct in Albertsons deal
This story was originally published on Grocery Dive. To receive daily news and insights, subscribe to our free daily Grocery Dive newsletter. Kroger claimed in a recent legal filing that C&S Wholesale Grocers is not entitled to the $125 million merger termination fee it is seeking to collect because it breached its contract with the grocer during the battle with regulators over its proposed combination with Albertsons. Kroger alleges that C&S disparaged the divestiture deal to regulators, secretly talked with Albertsons employees about the merger plan, failed to make disclosures to Kroger and didn't follow contractually required steps to prepare to run divested stores, according to papers the grocer filed Monday in response to a lawsuit filed earlier this year by C&S. This marks the latest legal salvo by Kroger as it battles lawsuits from C&S and Albertsons a few months after its proposed merger fell through. Kroger alleges that C&S, which was set to acquire hundreds of stores from Kroger and Albertsons if their merger got approved, didn't engage in good faith with the grocer during the regulatory review process and subsequent litigation by federal and state regulators. As the companies worked to overcome regulators' concerns about the deal, C&S secretly communicated with Albertsons about the merger strategy and then failed to disclose these exchanges to Kroger, Kroger alleges. Kroger said it was 'shocked' when an Albertsons executive disclosed C&S's communications with the company during the trial over the Federal Trade Commission's efforts to block the merger. 'Nothing excuses C&S's failure to disclose to Kroger during trial preparation its highly relevant communications with Albertsons, which were so relevant that some of them were ultimately cited in the Washington Court's decision enjoining the Merger,' Kroger said in the filing. Kroger also claims that C&S tainted regulators' perception of the divestiture deal. 'Critiquing and diminishing the divestiture package that C&S knew was critical to securing regulatory approval for the Merger was a flagrant and material breach of C&S's contractual obligations, and C&S's conduct predictably caused the regulators to view C&S as an inadequate divestiture buyer regardless of the scope of the divestiture package,' Kroger said its filing. Kroger claims C&S's parent company 'repeatedly refused to provide basic financial information' to certain landlords who requested guarantees for the leases for the assets set for divestiture. Kroger also says C&S didn't apply for thousands of licenses and permits necessary to operate the divested stores, claiming that by September 2024, C&S had submitted applications for only a third of the 18,000 licenses it would need. A spokesperson for C&S disputed Kroger's claims. 'Kroger's response to C&S's complaint only highlights that it has no good faith defense to its breach of its agreement with C&S that required Kroger to pay $125 million as a termination fee,' the spokesperson said in an emailed statement. 'C&S looks forward to prevailing in court and holding Kroger to its unequivocal contractual promise to C&S.' C&S became part of the Kroger-Albertsons merger proposal when the wholesaler agreed to acquire stores and assets the grocers had planned to divest to win regulatory approval for their combination. After the initial divestiture deal faced criticism and scrutiny by state and federal regulators, C&S, Kroger and Albertsons agreed to an enhanced divestiture plan, under which C&S would have bought 579 stores and additional non-store assets such as infrastructure and access to the Signature and O Organics private brands. After judges in state and federal courts blocked the merger at the end of last year, Kroger terminated the agreement with C&S, according to legal filings. Earlier this year, C&S sued Kroger over its failure to pay the wholesaler the $125 million termination fee the two companies had agreed upon as part of the divestiture plan. Kroger claims C&S cannot substantiate its allegations that Kroger breached its contract with the wholesaler. Kroger's battle with C&S comes as the grocer also fights a lawsuit from Albertsons, which says it was denied its own $600 million termination fee and claims Kroger breached the merger contract between the two companies after experiencing 'buyer's remorse.' Kroger has also accused Albertsons of souring the deal's success, alleging that Albertsons secretly worked to undermine Kroger's strategy to secure regulatory clearance for their proposed merger. Recommended Reading Pardon the Disruption: Kroger and Albertsons court filings detail epic power struggle over failed merger
