Q3 2023 Cedar Fair LP Earnings and Merger Call

Speaker 1: My name is Seb, and I'll be the operator for your call today. If you would like to ask a question on today's call, you can do so by pressing star 1 on your telephone keypad. Or if you would like to withdraw your question, please press star 2. I will now hand over to the speakers team to begin the call. Thank you, Seb.

Be the operator for your call today.

If you would like to ask a question on today's call you can do so by pressing star one on your telephone keypad or if you would like to withdraw your question. Please press star two.

I'll now hand over to the speakers team to begin the call.

Thank you Seth and good morning to everyone.

My name is Michael Russell Corporate director of Investor Relations for Cedar Fair welcome to today's call to discuss this morning's press release issued to the wire jointly by Cedar Fair and six flags announcing our proposed merger of equals between the two companies.

Speaker 2: My name is Michael Russell, Corporate Director of Investor Relations for Cedar Fair. Welcome to the day is called in the discuss this morning's press release issued to the Wired jointly by Cedar Fair and Six Flags, announcing a proposed merger of equals between the two companies.

Also we will briefly touch on both companies' financial results for the third quarter of 2023, including included in our press releases issued this morning to the wire services, which can be found on our respective investor websites.

Speaker 2: Also, we will briefly touch on both companies' financial results for the third quarter of 2023, including included in our press releases issued this morning to the wire services, which can be found on our respective investor websites, ir.cedarfair.com and investors.sixflags.com.

Cedar Fair Dot com and investors thought six flags dot com.

Before we begin I need to remind you that comments made during this call will include forward looking statements within the meaning of the federal Securities laws. These statements may involve risks and uncertainties that could cause actual results to differ from those described in such statements for a more detailed discussion of these risks you may refer to the periodic filings with the SEC.

Speaker 2: Before we begin, I need to remind you that comments made during this call will include forward-looking statements within the meetings of the federal securities laws. These statements may involve risks and uncertainties that could cause actual results to differ from those described in such statements.

Speaker 2: For a more detailed discussion of these risks, you may refer to the periodic filings with the SEC, my Cedar Fair and the Six Flats.

By Cedar Fair and six flags.

On the call with me. This morning are <unk> CEO of six flags.

Speaker 2: On the call with me this morning are Salim Basool, CEO of Six Flags, Richard Zimmerman, CEO ...

Richard Zimmerman CEO of Cedar Fair.

Brian whether a CFO of Cedar fair and Gary <unk> CFO of six flags.

Speaker 2: Ryan Witherow, CFO of Cedar Fair, and Gary Mick, CFO of Six Flags.

We have an action packed call today, So let me quickly run through the agenda.

Speaker 2: We have an action-packed call today, so let me quickly run through the agenda.

Bryan and Gary are going to kick things off with a brief overview of each company's third quarter results announced this morning.

Speaker 2: Ryan and Gary are going to kick things off with a brief overview of each company's third quarter results announced this morning.

Then Celine and Richard will take you through a deep dive of this combination and the significant opportunities we expect to unlock together.

Speaker 2: Then Salim and Richard will take you through a deep dive of this combination and the significant opportunities we expect to unlock together.

We will then turn the call to Brian for a review of the compelling financial benefits.

Speaker 2: We'll then turn the call to Brian for a review of the compelling financial benefit.

After that Richard will wrap things up before we open the floor to Q&A.

Speaker 2: After that, Richard will wrap things up before we open the floor to Q&A.

With that I'll turn the call over to Brian.

Thanks, Michael and good morning, everyone.

Speaker 3: Thanks, Michael. Good morning, everyone. Today is truly an exciting day for Cedar Fair and Six Flags, and we look forward to sharing more about the transaction.

Truly an exciting day for Cedar fair and six flags and we look forward to sharing more about the transaction.

I'll start off by reviewing Cedar Fair's third quarter operating results before discussing preliminary results for the five week period ended October 29.

Speaker 3: I'll start off by reviewing key affairs third quarter-operative results, the four discussing preliminary results for the five-week period ended October 20th.

After weather and other factors contributed to a disappointing start we had a two fold strategy for the second half of the year first generate higher demand levels with the goal of recapturing attendance and profit by weather earlier in the year and second aggressively seize upon cost savings opportunities that will not only improve our near term operating margins, but also.

Speaker 3: After weather and other factors contributed to a disappointing start, we had a two-fold strategy for the second half of the year. First, generate higher demand levels for the goal of recapturing attendance disrupted by weather earlier in the year. And second, aggressively seize upon cost savings opportunities that not only improve our near-term operating margins, but also put us on a path to return to pre-pandemic margin levels over time.

Put us on a path to return to pre pandemic margin levels over time.

I am very pleased to report the net effect of these strategic efforts resulted in a 7% increase in third quarter adjusted EBITDA between record $388 million and 320 basis point increase in adjusted EBITDA margin to 46, 1%.

Speaker 3: I'm very pleased to report the net effect of these strategic efforts resulted in a 7% increase in third quarter adjusted EBITDA to a record $388 million and a 320 basis point increase in adjusted EBITDA margin to 46.1%.

These outstanding results were driven by 100000 visit increase in attendance and more importantly by more than $25 million reduction in adjusted EBITDA related operating costs and expenses in the quarter.

Speaker 3: These outstanding results were driven by 100,000 to the increase in attendance. And more importantly, by more than $25 million reduction in adjusted keep it down related operating costs and expenses in the quarter.

It goes to our incredible team tackled this challenge during the season busiest and most intense stretch of the season.

Speaker 3: Credit goes to our incredible team to tackle this challenge during the season's busiest and most intense stretch.

During the quarter, we entertained $12 4 million guests and generated net revenues of $842 million compared with $12 3 million guests and net revenues of $843 million in the third quarter of 2022.

Speaker 3: During the quarter, we entertained 12.4 million guests and generated net revenues of 842 million compared with 12.3 million guests and net revenues of 843 million in the third quarter of 2022.

A slight decrease in net revenues is primarily attributable to a 2% decrease in in park per capita spending offset in part by a 1% increase in attendance and a 2% increase in out of park revenues.

Speaker 3: slight decrease in net revenues is primarily attributable to a 2% decrease in in-park per capita spending, offset in part by a 1% increase in attendance and a 2% increase in out-of-park revenue.

During the quarter, we reduced operating expenses by $22 million, while also reducing cost of goods sold by $3 million.

Speaker 3: During the quarter, we reduce operating expenses by $22 million, while also reducing costs of good sold by $3 million.

The decrease in operating expenses was driven by our new cost saving initiatives highlighted by a meaningful reduction in seasonal labor hours and in park entertainment costs. Meanwhile, SG&A expense in the period increased $8 million, primarily due to increased marketing efforts and initial costs associated with today's announced transaction.

Speaker 3: The decrease in operating expenses was driven by our new cost-saving initiatives, highlighted by a meaningful reduction in seasonal labor hours and in-park entertainment costs. Meanwhile, SG&A expense in the period increased $8 million, primarily due to increased marketing efforts and initial costs associated with today's announced transaction.

Turning our attention to preliminary results through this past Sunday October 29 for the most recent five weeks, we generated preliminary net revenues of $226 million down less than 1% compared with net revenues for the comparable five week period a year ago.

Speaker 3: During our attention to preliminary results through this past Sunday, October 29th, for the most recent five weeks, we generated preliminary net revenues of 226 million, down less than 1% compared with net revenues for the comparable five week period of year ago.

Our revenue performance in October reflects a 2% or 69000 visit increase in attendance and assistant out of park revenues and a 3% decrease in in park per capita spending in total we entertained $3 3 million gaps over the five week period.

Speaker 3: A revenue performance in October reflects a 2% or 69,000 visit increase in attendance, consistent out-of-park revenues, and a 3% decrease in in-park per capita spending. In total, we entertained 3.3 million guests over the five-week period.

Based on our preliminary results for October through the first 10 months of 2023, we have now entertained $24 2 million guests and generated preliminary net revenues of $1 7 billion.

Speaker 3: Based on our preliminary results for October through the first 10 months of 2023, we have now entertained 24.2 million guests and generated preliminary net revenues of $1.7 billion.

Lastly, I want to provide a quick update on early sales of our 2020 for season passes and other advanced purchase product products.

Speaker 3: Lastly, I want to provide a quick update on early sales of our 2024 season passes and other advanced purchase products.

As of the end of the third quarter, our deferred revenue balance totaled $208 million, representing an increase of $20 million or 11% compared to deferred revenues at the end of the third quarter last year the.

Speaker 3: As of the end of the third quarter, our deferred revenue balance totaled $208 million, representing an increase of $20 million, or 11 percent, compared to deferred revenues at the end of the third quarter last year.

The increase in deferred revenues has been driven by an outstanding start to fall sales of 2020 for season passes and related all season products.

Speaker 3: The increase in deferred revenues has been driven by an outstanding start to fall sales of 2024 season passes and related all season products.

Through this past week combined sales are pacing up 24% or approximately $30 million over the same time last year. We are confident that our season pass strategy and outstanding Star position us well for another strong season in 2024 with that let me turn the call over to Gary to review six flags third quarter results.

Speaker 3: Through this past week, combined sales are pacing up 24% or approximately $30 million over the same time last year. We're confident that our season pass strategy and outstanding start position as well for another strong season in 2024. With that, let me turn the call over to Gary to review Six Flags third quarter results.

Thank you Brian six flags also released our third quarter results today, so before we jump into the transaction I'll say, a few words about the quarter.

Speaker 3: Thank you, Brian . Six legs also released our third quarter results today. So before we jump into the transaction, I'll say a few words about the court. This was a quarter of focus.

This was a quarter focused on adjustment.

We made great strides in improving our guest experience by investing in our digital transformation.

Speaker 3: We made great strides in improving our guest experience by investing in our digital transformation that shows food and beverage and new energy.

Shows food and beverage and new entertainment.

We made intentional and deliberate decisions to try new things, including introducing new shows by indicator to our multi generational idiots.

Speaker 3: We made intentional and deliberate decisions to try new things, including introducing new shows designed to cater to a multi-generational audience, enhanced fireworks displays and state-of-the-art drone shows.

Hence fireworks displays and state of the art Roadshows.

Testing and promoting speedy gates automated toll plazas.

Speaker 4: testing and promoting speedy gates automated toll plasm.

Launching our first ever Waterpark festival, as well as introducing a water.

Speaker 4: launching our first ever water park festival as well as introducing a water flow parade in our Texas V Park set experience right now breaking heat this.

Per rate in our Texas theme parks that experienced record breaking heat this summer.

Lastly, we initiated our breakfast <unk>.

Speaker 4: Lastly, we initiated our FrightFest, BoothFest, and OctoberFest events up to three weeks earlier than in previous years.

In October Fest events up to three weeks earlier than in previous years.

We have identified what resonated with our visitors.

Speaker 4: We have identified what regulated it over the figures and what is that. With versus in an advantageous position to make data driven decisions moving forward.

Which puts us in an advantageous position to make data driven decisions moving forward.

While these efforts drove a short term increase in our operating expenses.

Speaker 4: While these efforts drove a short-term increase in our operating expenses.

They are integral to our long term strategy of consistently enhances visitor experiences and optimizing our park operations.

Speaker 4: They are integral to a long-term strategy of consistently enhancing visitor experiences and optimizing our park operation.

We've also invested in media drive season pass single day tickets and our do it all in a day promotion.

Speaker 4: We've also invested in media, strived season pass, single-day tickets, and are due at all in a day from...

This resulted in increased attendance revenue pass sales in the third quarter versus prior year as well as a solid start on the sale next year's taxes, which will largely benefit next year's revenue.

Speaker 4: This resulted in increased attendance, revenue, and past sales in the third quarter versus prior year, as well as a solid start on the sales next year's path, which will largely benefit next year's revenue.

We also cultivated our sponsorship relationships resulted in additional revenues and cross branding initiatives.

Speaker 4: We also cultivated our sponsorship relationships, resulting in additional revenues and cross-branding.

That said or weather continued putting pressure on our results in the third quarter with a weekend the rainfall in the northeast and mid Atlantic regions, beginning after labor day that coincide with the start of our fall Festival lineup.

Speaker 4: That said, poor weather continued putting pressure on results in the third quarter with eight weekends of rainfall in the northeast and mid-Atlantic regions beginning after Labor Day that coincided with the start of our fall festival lineup.

Now moving on to financial results.

For the quarter total attendance was $9 3 million guests up 16% from third quarter of 2022.

Speaker 4: for the quarter total attendance 9.3 million gets. Up 16% from third quarter 2020.

Revenue in the quarter increased $43 million or 8% to $547 million. This.

Speaker 4: Revenue in the quarter increased $43 million or 8% to $547 million.

This is primarily the result of higher attendance, partially offset by a decrease in total guest spending per capita of $5 or 8%.

Speaker 4: This is primarily the result of higher attendance, partially offset by a decrease in total guest spending per capita of $5, or 8%, versus third quarter 2020.

<unk> third quarter 2022.

This should spending per capita decreased $4 or 12% in park spending per capita decreased $1 or 2%.

Speaker 3: Admission spending per capita decreased $4, or 12%. And in part spending per capita decreased $1, or 2%.

The decrease in admissions spending per capita was driven primarily by lower average season pass on a single day ticket price versus 2023.

Speaker 4: The decrease in admissions spending per capita was driven primarily by lower average steepen pass and single-day ticket price in versus $2.23 as we've worked to optimize our pricing structure.

Worked to optimize our pricing structure.

In Park spending per capita declined versus prior year as a result of a higher mix of season pass attendance versus prior year.

Speaker 4: In-park spending per capita declined versus prior year as a result of a higher mix of season-past attendance versus prior year.

We have seen strong growth in food and beverage sales both in units and total sales largely fueled by a rebound culinary assortment that events lineup.

Speaker 4: We have seen strong growth in food and beverage sales, both in units and total sales, largely fueled by a redamped culinary assortment and event lineup.

Which partially offset the in park per capita declined driven by the season pass mix.

Speaker 4: Partially offset in part per capita decline driven by the season past

We expect to derive additional value going forward from our digital guest facing innovations such as our self serve kiosks six day, Wristbands and mobile food ordering.

Speaker 4: We expect to derive additional value going forward from our digital guest-facing innovations, such as our self-sert key ups, six-paper span and mobile food ordering.

On the cost side in the third quarter cash operating and SG&A expenses were up $43 million or 20%.

Speaker 4: On the cost side, in the third quarter, cash operating and SG&A expenses were up $43 million or 20%.

Costs grew in the third quarter for the following reasons.

Our attendance growth in the quarter had the expected result, driving seasonal labor cost of sales other variable costs.

Speaker 4: First, our tennis growth in the quarter had the expected result of driving seasonal labor across the sales and other variables.

Second we boosted our advertising.

Speaker 4: Second. We boosted our advertising for our 2024 fall season pass for

For our 2020 for fall season pass promotions.

We are pleased with the success so far in our past sales and this is expected to serve as a nice tailwind in 2024, but the expenses associated with this effort are reflected in the third quarter.

Speaker 4: We are pleased with the success so far in our past sales, and this is expected to serve as a nice tailwind in 2024. But the expenses associated with this effort are reflected in the third quarter.

Sure.

While we invested expense an earlier start to the fall events lineup, we did not yield the attendance list, we were hoping for in the quarter due to poor weather on the weekend.

Speaker 4: While we invested expense in the earlier start to the fall event lineup, we did not yield the attendance list we were hoping for in the quarter due to poor weather on the weekend.

Late in September.

Lastly, as I mentioned earlier, we made significant investments in new entertainment events shows and digital guest facing innovation.

Speaker 4: Lastly, as I mentioned earlier, we made significant investments in new entertainment, events, shows, and digital guest-facing innovation.

Adjusted EBITDA for the quarter was $220 million a.

Speaker 4: Adjusted EBITDA for the quarter was $220 million, a $5 million decrease or 2% compared to third quarter 2022.

A $5 million decrease or 2% compared to third quarter of 2022.

With higher revenues offset by the cost investments previously mentioned.

Speaker 4: higher revenues offset by the cost investment previously.

Our active pass base as of October one 2023 comprised $5 3 million pass holders.

Speaker 4: Our active pass space has a October 1st, 2020, comprised 5.3 million pass holders that increase over the prior year.

That increase over the prior year.

Deferred revenue as of October one 2023 was $148 million of $21 million or 17% compared to third quarter 2022.

Speaker 4: Deferred revenue, as of October 1, 2023, was $148 million, up $21 million, or 17%, compared to third quarter 2022, primarily driven by our strong fall past promotion.

Primarily driven by our strong forecast promotion.

Total capital expenditures for the quarter was $42 million, an increase of $24 million compared to third quarter of 2022.

Speaker 4: Total capital expenditures for the quarter is $42 million, an increase of $24 million compared to third quarter 2022. Year-to-date capital expenditures.

Year to date capital expenditures.

$109 million.

Our liquidity position as of October one was $457 million. This included $390 million of available revolver capacity.

Speaker 4: Our liquidity position as of October 1st is $457 million. This included $390 million of available revolver capacity.

Net of $21 million letters of credit plus $67 million in cash.

Speaker 4: Net of $21 million, letters of credit, plus $67 million in cash.

And lastly, during the third quarter, we paid down $80 million of debt.

Speaker 5: And lastly, during the third quarter, we paid down $80 million.

We are excited about the future and insights. This summer has granted us we're approaching 2024 with great strength and confidence.

Speaker 4: We are excited about the future and insights that summer has brought.

Speaker 4: We are approaching 2024 with great strength and confidence. Now, I will turn it over to you.

Now I will turn it over to Stuart.

Thanks, Gary.

I am very excited about the strategic combination, which was six flags and Cedar fair and.

Speaker 6: I am very excited about the strategic combination between Six Flags and Cedar Fair and the incredible opportunity it will unlock for both businesses.

The incredible opportunity it will unlock for both businesses in.

In fact.

In my 25 years of leading companies through transactions I have never been more excited about a combination at this point.

Speaker 6: In my 25 years of leading companies through Transaki, I have never been more excited about a combination as.

First I am excited because this combination stocks.

Speaker 6: First, I'm excited because this combination starts and ends with the gas.

And with the guests.

If you've known me.

And look at my track record.

Speaker 6: If you've known me and look at my track record, I have, I am customer obsessed.

I am a customer obsessed.

Thanks, David and the team of supply we have made incredible progress in the past two years.

Speaker 6: Thanks to the dedicated and resilient team at Six Flags, we have made incredible progress in the past two years.

Our transformation has been grounded in Philly.

Speaker 6: Our transformation has been grounded in instilling a guest-obsessed culture and harnessing what makes our parks so special to deliver an exceptional guest experience. This transaction is all

Obsessed culture.

And harnessing what makes our parks so special to deliver an exceptional guest experience.

This transaction is all about our guests.

The value created for them.

Speaker 6: the value it will create for them, the additional perks we will provide, and the additional thrills we will create, not only locally, but regionally.

Additional perks, we will provide.

The additional sales we.

We will create not only locally about regional.

Second is culturally.

The fit between six flags and Cedar Fair Sculpsure is fully aligned.

Speaker 6: The fit between six lives and this affair of culture is fully alive.

We think of Cedar fair is outstanding operators.

Speaker 6: We think of Cedarfair as an outstanding operator.

I saw this firsthand as I visited desktops.

Speaker 6: I saw this firsthand as I visited their park.

Where are we at six flags are very strong is that we are huge innovators.

Speaker 6: where we at Six Flags are very strong in that we are a huge innovator.

If you look again at my track record.

Literally I disrupted the industry with innovation.

Speaker 6: If you look again at my track record, admittedly, I disrupted the industry with innovation.

And we've done that again here at six flags over the last two years and we are starting to Israel. Many of these innovations just now and continuing into 2024.

Speaker 6: And we've done that again here at Six Flags over the last two years. And we are starting to unveil many of these innovations just now and continuing into 2024.

We expect to take the best practices practices of both businesses.

Speaker 6: We expect to take the best practices of both businesses.

The best operating team and the most innovative team and brings them together was the best parks in the industry.

Speaker 6: the best operating team and the most innovative team and bring them together with the best parts in the industry.

Third.

What I love about this combination is a value.

Speaker 6: What I love about this combination is the value it would create for our share role.

For our shareholders.

This starts with our expected annual synergies of $200 million.

Speaker 6: This starts with our expected annual synergies of 200 million, which we have been...

Which we have been.

Which have been fully vested.

We are confident we can achieve these in the next three years.

Speaker 6: We are confident we can achieve these in the next three years and create significant value along the way.

Create significant significant value along the way.

In addition.

This combination de risks our businesses in many ways.

Speaker 6: This combination deals with businesses in many ways.

In terms of leverage.

Weather.

And the regional mix of our portfolio.

Speaker 6: weather and the region makes a powerful choice.

We will operate and expanded and complementary portfolio of 40 to amusement and water parks.

Speaker 6: We will operate an expanded and complementary portfolio of 42 amusement and water parks.

<unk> resort properties and other entertainment experiences.

Speaker 6: nine resort properties and other entertainment experiences that our guests love.

Guests love.

Our expanded footprint reduce dependency on any one block what any one region, providing us more earnings stability and allowing us to offer more exciting options.

Speaker 6: Our expanded footprint will reduce dependency on any one park or any one region providing us more earning stability and allowing us to offer more exciting options to guests.

Yes.

Our free cash flow generation will allow us to quickly de lever.

Speaker 6: Our free cash flow generation will allow us to quickly de-labour while also deploying capital successfully into our business to enhance performance.

While also deploying GAAP deploying capital, particularly in our business to enhance performance.

Importantly.

Moshe will also allow us to grow our new company into a global brand with our IP.

Speaker 6: This merger will also allow us to grow our new company into a global brand with our IP.

Our combined system pass our loyalty programs, we will make this deal even three to.

Speaker 6: Our combined system path and loyalty programs will make this deal even Twitter for our most calling guests providing enhanced access and additional perks.

For our most loyal guests, providing enhanced access and additional perks.

Finally, our employees.

It would not have made this deal if we did not believe that could be good for our people.

Speaker 6: We would not have made this deal if we did not believe it would be good for our people.

In the long run we expect this to create new growth.

Speaker 6: In the long run, we expect this to create new growth, giving employees more opportunities and the flexibility to put themselves in a position to succeed. This will...

Giving employees more opportunities and the flexibility to put themselves in a position.

<unk> succeed.

This will also allow us to take some prices.

The smartest and most dedicated to work within a bigger company and within our parks.

Speaker 6: the smartest and the most dedicated to work with an Abidio company and within our parks.

Hey, guys.

We will create a vision of excellent and friendliness ultimately elevating the experience the guest experience, even more and faster.

Speaker 6: who will create a vision of excellence and friendliness, ultimately elevating the guest experience even more and faster.

On a personal enrolled.

Dino Richard and Brian well as we work to reach today's milestone.

Speaker 6: On a personal note, I have come to know Richard and Brian well. As we work to reach today's minds...

Good luck.

Better partners for this new chapter.

Speaker 6: I could not think of better partners for this new chapter.

Richards.

Thanks Aleem.

I echo that sentiment.

Speaker 2: Thanks, Celine. I echo that sentiment. Working closely with you and the Six Flags team to get this announcement done has only reinforced my confidence in how complimentary our businesses are.

Working closely with you on the six flags team to get this announcement done has only reinforced my confidence in how complementary our businesses are.

Since the pandemic our team has done tremendous work to create a more agile business. We've invested in our highest revenue opportunities focus on new attractions and upgraded dining options to offer our guests a truly special experience, we have doubled down on technology and data analytics, providing us with deeper insights into our opera.

Speaker 4: Since the pandemic, our team has done tremendous work to create a more agile business. We've invested in the highest revenue opportunities, focused on new attractions and upgraded dining options to offer our guests a truly special experience.

Speaker 2: We have doubled down on technology and data analytics, providing us with deeper insights into our operations and our guests. So while fruitively managing variable costs, optimize in our cost structure, while driving incremental demand and guest spending, we've made incredible...

<unk> and our guests.

So while prudently managing variable cost optimizing our cost structure, while driving incremental incremental demand and guest spending.

We've made incredible progress on all fronts attendance and guest satisfaction are at all time highs in park and out of park spending continue to grow and our company's financial performance remains strong.

Speaker 3: attendance and guest satisfaction are at all time highs, in parking out of the park spending, continued to grow, and our company's financial performance remains strong.

The robust third quarter results, we announced this morning reflect how far we've come with that said we have more work to do as we continue to drive topline growth optimize our cost structure and further improve operating margins.

Speaker 2: The robust third quarter results we announced this morning reflect how far we've come. With that said, with more work to do as we continue to drive top line growth, optimize our cost structure and further improve operating margins. With that, I'll...

With that I'll get into the transaction.

This is a merger of equals transaction offering a tax efficient means for both Cedar fair unit holders and six flags shareholders to participate in the significant value of the combined company.

Speaker 2: This is a merger of equals transaction offering a tax efficient means for both Cedar Fair unit holders and 6 flag shareholders to participate in the significant value of the combined company.

Cedar Fair unit holders will receive one share of stock in the new combined company for each Cedar Fair unit, one and six flags shareholders will receive $5 eight shares for each six flags share owned.

Speaker 4: Cedar fair unit holders will receive one share of stock in the new combined company for each Cedar fair unit owned. And six flag shareholders will receive 0.58 shares for each six flag share owned. Additionally, immediately prior to close, six flags will issue a special dividend consisting of two parts.

Additionally, immediately prior to close six flags will issue a special dividend consisting of two parts.

One is a fixed $1 per outstanding share.

Speaker 2: Or one is a $51 crowd standing chair.

Part two is a per share amount equal to the aggregate distributions paid to Cedar fair unitholders between today and the close of the transaction.

Speaker 2: R2 is a per share amount equal to the aggregate distributions paid to Cedar Fair unit holders between today and the close of the transaction.

Following the close of the transaction Cedar Fair unit holders will own slightly more than 51% and six <unk> shareholders will own slightly less than 49% of the new company.

Speaker 3: Following the close of the transaction, Cedar Fair unit holders will own slightly more than 51%, and six flag shareholders will own slightly less than 49% of the new company.

<unk> will serve as executive chair of the combined company, leading a board that will comprise six directors from each of the current Cedar fair and six flags boards.

Speaker 7: Selaine will serve as executive chair of the divine company, leading a board that will comprise six directors from each of the current Cedar Bear and Six Flags board.

We will also partner with me to achieve a full range of cost savings and revenue uplift.

Speaker 7: Sleeve will also partner with me to achieve a full range of cost savings and revenue uploads.

Thanks, everybody, we apologize for the technical difficulties, but let me jump back yet. Thank you Celine I Echo your sentiment working closely with you in our six flags team to get to this announcement has only reinforced my confidence in how complementary our businesses off.

Speaker 7: Thanks everybody, we apologize for the technical difficulties, but let me jump back in. Thank you, Celine, I echo your sentiment. Working closely with you and the Six Flags team to get to this announcement has only reinforced my confidence in how complimentary our businesses are.

Since the pandemic our team has done tremendous work to create a more agile business. We've invested in the highest revenue opportunities focused on new attractions and upgraded dining options to offer our guests a truly special experiences we.

Speaker 7: This is the pandemic. Our team has done tremendous work to create a more agile business.

Speaker 7: We've invested in the highest revenue opportunities, focused on new attractions and upgraded dining options to offer our guest a truly special experience.

We have doubled down on technology and data analytics, providing us with deeper insights into our operations and our guests.

Speaker 7: We have doubled down on technology and data analytics, providing us with deeper insights into our operations and our guests.

We've done so while prudently managing variable cost.

Speaker 7: We've done so while prudently managing variable costs, optimizing our cost structures, while driving in crowns of man that guest spent. With mating.

Optimizing our cost structure, while driving incremental demand and guest spending.

We've made incredible progress on all fronts attendance and guest satisfaction are at all time highs in park and out of park spending continued to grow and our company's financial performance remains strong.

Speaker 7: attendance and guest satisfaction are at all time highs, in park and out of park spending continue to grow, and our company's financial performance remains strong.

Our robust third quarter results, we announced this morning reflect how far we've come.

Speaker 7: The robust third-quarter results we announced this morning reflect how far we've come.

That said, we have more work to do as we continue to drive top line growth.

Speaker 7: But that said, we have more work to do as we continue to drive top line growth, optimize our cross structure, and further improve operating margins. With that, let me get...

Optimize our cost structure and further improve operating margins with that let me get into the transaction.

This merger. This is a merger of equals transaction offering a tax efficient means for both Cedar fair unitholders and six flags shareholders to participate in the significant value of the combined company.

Speaker 7: This merger, this is a merger of equals transaction, offering a tax-efficient means for both feeder fair unit holders and six flag shareholders to participate in the significant value of the combined company.

Cedar Fair unitholders will receive one share of stock in the new combined company for each Cedar Fair unit owned and six flags shareholders will receive <unk> $5 eight shares for each six flags Sheryl.

Speaker 7: Cedar Fair Unit Holders will receive one share of stock in the new combined company for each Cedar Fair unit owned and six flag share holders will receive 0.58 shares for each six flag share.

Additionally, <unk>.

Immediately prior to close six flags will issue a special dividend consisting of two parts.

Speaker 7: Additionally, immediately prior to close, this flash will show a special dividend consisting of two parts.

One is a fixed $1 per outstanding share.

Speaker 7: Part one is a fixed $1 per outstanding share.

Our two is a per share amount equal to the aggregate distributions paid to Cedar fair unit holders between today and the close of the transaction.

Speaker 7: R2 is a per share amount equal to the aggregate distributions paid to Cedar Bear unit holders between today and the close of the transaction.

Following the close of the transaction Cedar Fair unit holders will own slightly more than 51% and six flags shareholders will own slightly less than 49% of the new company.

Speaker 7: Following the close of the transaction, Cedar Fair unit holders will own slightly more than 51% and 6 flag shareholders will own slightly less than 49% of the new company.

Julian will serve as executive chair of the combined company.

Speaker 7: Selene will serve as executive chair of the combined company, leading a board that will comprise six directors from each of the current feeder fair and six flags board.

Leading a board that will comprise six directors from each of the current Cedar fair and six flags forwards.

We will also partner with me to achieve the full range of cost savings and revenue uplift opportunities, we expect to unlock.

Speaker 7: So we will also partner with me to achieve the full range of cost savings and revenue uplift opportunities we expect to unlock.

Meanwhile, Brian will serve as Chief financial Officer of the New company and Gary will lead the integration efforts as Chief integration Officer.

Speaker 7: Meanwhile, Brian will serve as Chief Financial Officer of the new company, and Gary will lead the integration efforts as Chief Integration Office.

The new company will operate under the six flagged name and trade under the ticker symbol <unk>.

Speaker 7: The new company will operate under the six flag name and trade under the ticker symbol fund if you end on the New York Stock Exchange.

On the New York Stock exchange.

He will be structured as a C corp, which both companies' boards determined will unlock the most value for the new company's shareholders and finally, the new company will be headquartered in Charlotte North Carolina.

Speaker 7: Here will be structured as a seaport, which both companies' boards determined will unlock the most value for the new company's shareholder.

Speaker 7: And finally, the new company will be headquartered in Charlottes, North Carolina. Continue.

Continuing with terms on slide six.

We expect this transaction to unlock considerable upside opportunity for our shareholders.

Speaker 7: We expect this transaction to unlock considerable upside opportunity for our shareholders.

Transaction is expected to be EPS accretive to Cedar Fair unit holders and six flags shareholders within 12 months of close.

Speaker 7: Transactions are expected to be EPS of creative to fit our unit holders and six-wide shareholders within 12 months of close.

We also anticipate total annual synergies of $200 million.

Speaker 7: We also anticipate total annual synergies of 200 million.

Comprised of $120 million in cost savings, which we expect to realize within two years of closing.

Speaker 7: comprised of 120 million at cost savings, which we expect to realize within two years of closing.

And $80 million of incremental EBITDA, which we expect to realize within three years.

Speaker 7: an 80 million of incremental EBITDA, which we expect to realize within three years.

Finally, we expect to utilize enhanced cash flow generation to delever down to our target ratio of three <unk>.

Speaker 7: Finally, we expect to utilize enhanced cash flow generation to deliver down to our target ratio of 3.0S.

With additional flexibility to invest in our growth initiatives and drive shareholder returns.

Speaker 7: with additional flexibility to invest in our growth initiatives and drive shareholder returns.

Brian will speak more to these and other financial benefits in a moment.

Speaker 7: Ryan will speak more to these and other financial benefits in a moment.

In terms of path to completion, we expect the transaction to close in the first half of 2024.

Speaker 7: In terms of path to completion, we expect the transaction to close in the first half of 2024. Moving to slide 7, I want to turn

Moving to slide seven.

I want to turn to our shared focus on the guest experience.

Both Cedar fair and six flags are built around our commitment to providing amazing experiences that create memories that last a lifetime.

Speaker 7: Both theater fair and six flags are built around a commitment to providing amazing experiences that create memories that last the life done.

By doing so we boost season pass sales drive higher attendance and increased guest spending.

Speaker 7: By doing so, we boost season pass sales, drive higher attendance and increase guest spending.

As we just discussed our combined company will offer a more diversified experience across live entertainment formats.

Speaker 7: As we just discussed, our combined company will offer a more diversified experience across live entertainment formats.

Guests visit one of our amusement parks water parks and resorts safaris or campgrounds. They can expect the same outstanding service and standard of excellence.

Speaker 7: Whether guests visit one of our amusement parks, water parks, resorts, safaris, or campgrounds, they can expect the same outstanding service and standard of action.

Inside our parks, we expect to leverage the capabilities of both companies to create a more engaging and immersive experience. So the guest choose us from amid the wide array of options they have to spend their leisure time and leisure money.

Speaker 7: Inside our parks, we expect to leverage the capabilities of both companies to create a more engaging and immersive experience so that guests choose us from amid the wide array of options they have to spend their leisure time and leisure money.

Investment in our parks has been a key focus at Cedar fair over the last few years and we're excited to leverage our experience and strategies across a broader portfolio.

Speaker 7: Investment in our parks has been a key focus at Cedar Faroe over the last few years, and we're excited to leverage our experience and strategies across a broader portfolio.

With our financial profile, we will have the flexibility to invest in new rides and attractions broader food and beverage selections additional in park offerings and cross parked initiatives.

Speaker 7: With our financial profile, we will have the flexibility to invest in new rides and attractions, broader food and beverage selections, additional in-park offerings, and cross-park initiatives.

For example on slide eight you can see a snapshot of the incredible portfolio of IP that the new company will have including Looney tunes DC comics and peanuts.

Speaker 7: For example, on slide 8, you can see a snapshot of the incredible portfolio of IP that the new company will have, including loony tunes, DC Comics, and peanuts.

Our combined portfolio will open up new opportunities to develop engaging themed rides and guest offerings.

Speaker 7: Our combined portfolio will open up new opportunities to develop engaging themed rides and guest balls.

Turning to slide nine which gives a snapshot of our combined company.

Speaker 7: Turning the slide not, which gives a snapshot of our combined company.

As I mentioned.

We will operate a portfolio of 42 parks and nine resort properties across the U S, Canada and Mexico.

Speaker 7: We will operate a portfolio of 42 parts and nine resort properties across the US, Canada and Mexico.

Together Cedar fair and six flags entertain just under 50 million guests annually.

Speaker 7: Together, feet are fair and six flags and retain just under 50 million guests annual.

As we saw from our results today attendance numbers continue to grow.

Speaker 7: As we saw from our results today, attendance numbers continue to grow and guess spending remains robust as both companies have invested in their part.

Guest spending remains robust as both companies have invested in our parks.

Our strong attendance numbers and guest spending levels set the foundation for a much stronger combined financial profile.

Speaker 7: Our strong attendance numbers and guest spending levels set the foundation for a much stronger combined financial profile.

On a pro forma basis over the trailing 12 months ending with each company's fiscal third quarter. The combined company would have generated $3 4 billion in revenue and $1 2 billion and adjusted EBITDA inclusive of our expected synergies.

Speaker 7: On a pro-forma basis over the trailing 12 months, ending with each company's fiscal third quarter, the combined company would have generated 3.4 billion in revenue and 1.2 billion in a juftative of duct, inclusive of our expected synergy.

We will also have a healthy margin profile with a pro forma modified EBITDA margin of 36%.

Speaker 7: We will also have a healthy margin profile with a proforma modified EBITDA margin of 36%.

The combined company would have generated $826 million in free cash flow.

Speaker 7: The cabine company would have generated 826 million in free cash flow.

And our net leverage would be three seven times, adjusted EBITDA, reflecting expected synergies and enhanced cash flow generation.

Speaker 7: And our net leverage would be 3.7 times adjusted EBITDA, reflecting expected synergies and enhanced cashflow generation, which we expect to reduce to approximately three times within two years of close.

Which we expect to reduce to approximately three times within two years of closing.

With this strong financial profile, we look forward to advancing strategic investments throughout our parks to grow attendance increased guest spending and improve profitability.

Speaker 7: With this strong financial profile, we look forward to advancing strategic investment throughout our parts to grow attendance, increase guest spending, and improve profitability.

As you can see on slide 10, we will have a much wider offering for guests, who increasingly look for new and differentiated out of home leisure experiences.

Speaker 7: As you can see on slide 10, we will have a much wider offering for guests to increasingly look for new and differentiated out-of-home leisure experience.

For guests, who want to make a pit stop on a day trip or plan a weekend away.

Speaker 7: For guests who want to make a pit stop, go on a day trip or plan a weekend away, the combined company will have offerings to meet every inch.

The combined company will have offerings to meet every interest.

Whether they prefer cooking under the stars are playing all star athletes for the day roller coasters or lazy rivers. They will find one of these at one of our properties.

Speaker 7: whether they prefer cooking under the stars or playing all-star athletes for the day. Roller coasters or lazy rivers. They will find one of these at one of our properties.

We will also have significant a significantly more diversified footprint.

Speaker 7: will also have significant a significantly more diversified foot

Mid 11 highlights the complementary nature of our 42 parks across North America and.

Speaker 7: Slide 11 highlights the complementary nature of our 42 parts across North America and illustrates the significant opportunity to attract more guests to our parts.

And illustrates the significant opportunity to attract more guests to our parks.

This opportunity starts with season pass programs of both companies' season.

Speaker 7: This opportunity starts with season pass programs of both companies.

Season pass holders account for more than half of the annual attendance mix for Cedar fair and six flags.

Speaker 7: Season pass holders account for more than half of the annual attendance mix for Cedar Fair and Six Flag, though the overlap between the two is minimal, and most guests only visit once to par.

So the overlap between the two is minimal and most guests only visit wants to partner.

We see an opportunity for the combined company to increase the opportunities for guests to choose an incremental visit to a cedar fair or six flags park in their region.

Speaker 7: We see an opportunity for the combined company to increase the opportunities for guests to choose an incremental visit to a Cedar Fair or Six Flex Park in their region, rather than select another leisure off.

Rather than select another leisure option.

Rollout of our combined company passed we will give our guests more choice and enhanced value, making amusement park entertainment more accessible to more guests than ever before.

Speaker 7: Roll out of a combined company pass will give our guests more choice and enhance value, making them use in park entertainment more accessible to more guests than ever before.

I'll now turn it over to Brian to walk through the financial benefits in more detail.

Speaker 7: I'll now turn it over to Brian to walk through the financial benefits and more deep

Thanks, Richard I'll start by running through an overview of the compelling financial benefits. This transaction creates from the combined company and shareholders on slide 12 before diving deeper on each.

Speaker 3: Thanks, Richard. I'll start by running through an overview of the Confelling and Financial Benefits this transaction creates for the combined company and shareholders on flight 12 before diving deep running.

New company will start from a position of financial strength with $1 2 billion and adjusted EBITDA on a trailing 12 month basis inclusive of the $200 million in expected run rate synergies.

Speaker 3: New company will start from a position of financial strength, with 1.2 billion in adjusted EBITDA on a trailing 12-month basis, inclusive of the $200 million in expected run rate centers.

We also expect the transaction to be accretive to earnings per share for both companies within the first 12 months to close.

Speaker 3: We also expect a transaction to be accretive to earnings for share of both companies within the first 12 months close.

Our diversified footprint will improve performance consistency the broader scope of locations and offerings to mitigate weather related and seasonal earnings volatility I'll speak more to that in just a minute.

Speaker 3: Our diversified footprint will improve performance consistency with a broader scope of locations and offerings to mitigate weather-related and seasonal earnings volatility. I'll speak more to that in just a minute.

Moving down the list the new company will have a robust balance sheet with attractive free cash flow generation to reduce leverage and invest back in our portfolio and drive shareholder returns. Finally, one other important detail the transaction structure does not trigger change of control provisions for either company's notes minimizing financing needs.

Speaker 3: Moving down the list, the new company will have a robust balance sheet with a track to free cash flow generation to reduce leverage, invest back in our portfolio, and drive shareholder return.

Speaker 3: Finally, one other important detail. The transaction structure does not trigger change of control provisions for either company's notes. Minimizing financing.

The opportunity to enhance value was what brought Cedar fair and six flags at the table to make this merger a reality.

Speaker 3: The opportunity to enhance value was what brought Cedar Farron Six flags that is table to make this merger a reality. As you can see, the opportunity in front of us is significant.

As you can see the opportunity in front of us is significant.

Given the depth of operational expertise, we have we are confident in our ability to capitalize on this potential for the benefit of our shareholders.

Speaker 3: Given the depth of operational expertise we have, we are confident in our ability to capitalize on this potential for the benefit of our shareholders.

Slide 13 highlights our diversified footprint and the considerable earnings stability will provide.

Speaker 3: Slide 13 highlights our diversified footprint and the considerable earnings stability will provide. Seterfair and six flags are each more heavily concentrated in different regions. For Seterfair is the Midwest.

Cedar Fair and six flags are each more heavily concentrated in different regions for Cedar fair is the Midwest six.

<unk> lagged the south by combining our footprints will have a more balanced presence, particularly in regions with extended operating seasons. As a result, no single geography will contribute greater than 30% of total park level EBITDA.

Speaker 3: flags that's the South. By combining our footprints, we'll have a more balanced presence, particularly in regions with extended operating.

Speaker 3: As a result, no single geography will contribute greater than 30% of total park level heat adopt. Is that another way? Currently, several of our largest parks account for the majority of our respective earnings. The combined companies expanded in the birth, diverse portfolio addresses this imbalance, with no single park contributing more than about 17% of the new companies park level heat adopt.

Said another way currently several of our largest parks account from majority of our respective earnings the combined companies expanded and diverse diverse portfolio addresses this imbalance with no single part contributing more than about 17% of the new company's park level EBITDA.

Striking this balance is critical as our businesses are currently prone to weather related and other macro factors out of our control.

Speaker 3: Striking this balance is critical as our businesses are currently prone to weather related and other macro factors out of our control. We expect our broader portfolio will mitigate the impact of these headwinds, extend our operating calendars and limit earnings volatility.

We expect our broader portfolio or mitigate the impact of these headwinds extend our operating calendars and limit earnings volatility.

Turning to synergies as noted earlier, we've identified $120 million of annual run rate cost savings that we expect to realize within two years of closing.

Speaker 3: Turning the synergies that noted earlier, we've identified $120 million of annual run rate cost savings that we expect to realize within two years of closing.

As Youll see on slide 14, these cost savings come from the areas, you're seeing a combination largely duplicative corporate functions administrative efficiencies and other operational cost reductions.

Speaker 3: as you'll see on slide 14, these cost savings come from the areas you see in a combination. Largely duplicative corporate functions, administrative efficiencies, and other operational cost reductions.

We believe all savings areas, we've identified are highly achievable.

Speaker 3: We believe all savings areas we've identified are highly

We expect to realize roughly 65% of these cost savings in the first year.

Speaker 3: We expect to realize roughly 65% of these cost savings in the first year, with the remaining to be realized in year two.

With the remaining to be realized in year two.

Both Cedar fair and six flags have disciplined cost structures and strong track records of driving efficiencies. We will continue to look for additional cost savings opportunities as we work through our integration planning process.

Speaker 3: Both Cedar Fair and Six Plagues have discipline cost structures and strong track records of driving efficiencies. We will continue to look for additional cost saving opportunities as we work through our integration planning process.

While we expect to drive significant cost savings. We are most excited about the revenue growth opportunity as shown on slide 15, we have already identified additional revenue uplift opportunities, implying an approximately $80 million of incremental EBITDA that we expect capture within three years of close as we invest in our parks and improve the guest experience.

Speaker 3: While we expect the drive significant cost savings, we are most excited about the revenue growth average.

Speaker 3: As shown on slide 15, we've already identified additional revenue of lift opportunities, implying an approximately $80 million of incremental EBITDA that we expect to capture within three years of close as we invest in our parks and improve the guest experience.

<unk>.

Half of that $80 million comes from the implementing and from implementing an enhanced combined season pass program and fully optimizing our flash pass and baffling program opportunities. These are popular offerings that represent great value for our guests among all their leisure option.

Speaker 3: Half of that $80 million comes from the implementing and from implementing an enhanced combined season pass program. And fully optimizing our flash, pass, and fast-linked program hours.

Speaker 3: These are popular offerings that represent great value for our guests among all their leisure hours.

The other half will come from the expected improvement and in park spending, particularly at six flags parks as a result of a result of investments in our food and beverage and merchandise offerings. This is one that we can take from the Cedar fair playbook, having seen the results of investment in these areas firsthand.

Speaker 3: The other half will come from the expected improvements in in-park spending, particularly at six flags parks, as a result of investments in our food and beverage and merchandise.

Speaker 3: This is one that we can take from the Cedar Bear Playbook. Having seen the results of investment in these areas first.

And as Richard mentioned, combining our IP portfolios creates an opportunity to bolster merchandize sales and rollout new themed offerings at all of our parks.

Speaker 3: And as Richard mentioned, combining our IP portfolios creates an opportunity to bolster merchandise sales and roll out new scenes offerings at all of our parts.

Together, we will create a more agile and consistent growth model, while also delivering an enhanced and more immersive experience for our guests both of which contribute to the inherent value creation for shareholders.

Speaker 3: Together we will create a more agile and consistent growth model will also deliver an enhanced and more immersive experience for our guests, both of which contribute to the inherent value of creation for Cheryl.

Our ability to invest in these growth opportunities will be underpinned by a strong balance sheet and cash flow generation profile we.

Speaker 3: Our ability to invest in these growth opportunities will be underpinned by a strong balance sheet and cash flow generation profile. We expect to have a combined leverage ratio of approximately 3.7 times, reflecting expected synergies and enhanced cash flow generation. But we have outlined a clear path to reduce that to approximately three times within the first two years.

We expect to have a combined leverage ratio of approximately three seven times, reflecting expected synergies and enhanced cash flow generation.

But we've outlined a clear path to reduce to reduce that to approximately three times within the first two years.

Following the close of the transaction we will buy.

Speaker 3: Following the close of the transaction, we will prioritize delivering to get our target leverage ratio and ensure we are maintaining our robust, robust, gapal structure.

<unk> delevering to hit our target leverage ratio and ensure we are maintaining a robust robust capital structure.

While this is our first priority the combined company is committing committed to allocating capital to maximize shareholder return once we achieve this targeted leverage.

Speaker 3: Well, this is our first priority, the combined company is committed to allocating capital to maximize shareholder return. Once we achieve this target delivery.

As you can see on the right side of Slide 16, we expect free cash flow just below 800 million a.

Speaker 3: As you can see on the right side of slide 16, we expect free cash flow just below 8,000,000, a 66% conversion rate, which is a 4% point improvement on six slide-stern conversion rates, and a 9% point improvement on seerfair.

66% conversion rate, which is a four percentage point improvement on six flags churn conversion rate and a nine percentage point improvement on Cedar fairs.

We're confident that our substantial free cash flow generation will provide us with ample flexibility to delever, while increasing investments in our parks to grow attendance increased guest spending and improve profitability.

Speaker 3: We're confident that our substantial pre-cashable generation will provide us with ample flexibility to be levered, while increasing investments in our parks to grow attendance, increase guest spending, and improve proper ability, all on-hamping guest value and experience across the portfolio. With that, I'll pass it back to Richard's close call. Thanks, Brian .

All while enhancing guests value and experience across the portfolio with that I'll pass it back to Richard protocol. Thanks, Brian.

On slide 17, we've outlined the key milestones from today until the close of the transaction.

Speaker 7: On slide 17, we've outlined the key milestones from today until the close of the transaction.

One of the first steps, we're taking as completing commitments for a new revolver and bond backstop.

Speaker 7: One of the first steps we're taking is completing commitments for our new revolver and bond backstum.

We are also already starting to assemble our integration planning team, which will be led by Gary make and includes leaders from both companies.

Speaker 7: We are also already starting to assemble our integration planning team, which will be led by Gary Mckin, and include leaders from both.

It's thoughtful and comprehensive comprehensive integration plan is critical to setting up our combined company for long term success in this effort will be our highest priority.

Speaker 7: It's thoughtful and comprehensive integration plan as critical as setting up our combined company for long-term success, and this effort will be our highest priority.

Six flags will hold its shareholder vote at the right time, and we are confident that we can tick through the other required approvals and closing conditions in the first half of the year.

Speaker 7: Six flies will hold its shareholder vote at the right time. We are confident that we can tick through the other required approval and closing conditions in the first half of the year.

Before we turn to Q&A I want to reiterate how thrilled I am to reach this milestone this transaction will allow us to take a massive step forward as we bring together two iconic park portfolios to unlock new and exciting opportunities for our guests our teams and our combined shareholders together.

Speaker 7: Before we turn to Q&A, I want to reiterate how thrilled I am to reach this milestone.

Speaker 7: This transaction will allow us to take a massive step forward as we bring together two iconic park portfolios to unlock new and exciting opportunities for our guests, our teams, and our combined shareholders.

We will have an expanded and diversified footprint of 42 beloved parts and nine resort properties are complementary footprint will provide us with significant stability and mitigate the impact of anomalous weather conditions like those we experienced earlier this year.

Speaker 7: Together we will have an expanded and diversified footprint of 42 beloved parts and nine resort progress.

Speaker 7: Our complimentary footprints will provide us with significant stability and mitigate the impact of anomalous weather conditions like those we experienced earlier this year.

We will also have a robust financial profile with a strong balance sheet enhanced and diversified cash flow generation and $200 million of identified an achievable cost savings and revenue uplift opportunities.

Speaker 7: We will also have a robust financial profile with a strong balance sheet, enhanced and diversified cash flow generation, and 200 million of identified and achievable cost savings and revenue uplift opportunities.

All of this will allow us to build on what makes our businesses in our parks, So special and deliver an even more entertaining experience for our guests.

Speaker 7: All of this will allow us to build on what makes our businesses in our parks so special and deliver an even more entertaining experience for our guests. Moreover, we'll be able to leverage our complimentary operating capabilities and technology platforms to make our parks more immersive and increase investments to broaden our office.

Moreover, we will be able to leverage our complementary operating capabilities and technology platforms to make our parks more immersive and increased investments to broaden our offerings as.

As we do so we will build on our business has strong track records of profitable growth and value creation.

Speaker 7: As we do so, we will build on our businesses strong track records of profitable growth and value creation.

All of these opportunities are only possible because of the great work of the Cedar Fair and six flags team I know I can speak for myself Selim Bryan and Gary when I say, we are so excited about the road ahead for our combined business on behalf of the Cedar Fair and six flags teams. Thanks for listening in today with them.

Speaker 7: All of these opportunities are only possible because of the great work of the Cedar Fair and Six Flags team. I know I can speak for myself, Celine, Brian , and Gary, when I say we are so excited about the road ahead for our combined business.

Speaker 7: On behalf of the Cedar Parame 6 Flags team, thanks for listening in today. With that, we can now begin Q&A.

We can now begin Q&A.

Thank you and if you would like to ask a question. Please press star one on your telephone keypad now oil prices start to have you would like to withdraw your question.

Speaker 1: Thank you. If you would like to ask a question, please press start one on your telephone keypad now. Or press start two if you would like to withdraw your question.

Our first question today comes from Stephen <unk> from Stifel.

Speaker 1: Our first question today comes from Stephen with enski from Steeple. Please go ahead.

Please go ahead.

Yeah, Hey, guys good morning, and congratulations on the deal here so.

Speaker 8: Yeah, hey guys, good morning and congratulations on the deal here. So Richard and Saleem, what to ask about just maybe the general philosophy of the combined.

Richard and <unk> want to ask about just maybe the general philosophy of the combined company moving forward and what I mean by that is.

Speaker 8: And what I mean by that is, you know, Cedar Fair has always talked about moderate price increases, moderate attendance growth, while six flags under Useline has been pushing for much higher pricing while trying to limit attendance growth. So just wondering how we should think about the combined company moving forward in which operating strategy will ultimately be utilized going forward.

Cedar Fair has always talked about moderate price increases moderate attendance growth, while six flags under you. So Liam has been pushing for much higher pricing, while trying to limit attendance growth. So just wondering how we should think about the combined company moving forward and which I guess, which operating strategy will ultimately be.

<unk> going forward.

Steve Good morning, Great question. Thanks for that let me, let me jump in here and say we.

Speaker 7: He's good morning, great question. Thanks for that. Let me let you jump in and say, we really believe the opportunity ahead for us to create significant value for everybody involved. Our guests, our employees, our shareholders.

Really believe the opportunity ahead for us to create significant value for everybody involved our guests our employees our shareholders really rest and are we able to take the best of both companies and combine them, we're going to work through as Brian and I did when Cedar Fair acquired Paramount parks looking at both sides of the portfolio.

Speaker 7: really rest in our vehicle, take the best of both companies and combine them. We're going to work, work through as Brian and I did when Cedar Farrow and I pair my parts. Looking both sides of the portfolio, there are things that we each do extremely well that have, as I said in my prepare remarks, are very complimentary. And we have an opportunity to really

There are things that we each do extremely well as I said in my prepared remarks are very complementary and we have an opportunity to really.

Step back have an open mind and really take a look at how we can best create value Selim I believe Steve.

Speaker 6: Step back, have an open mind, and really take a look at how we can best create value. Slink, I believe Steve, that it really does not stop. The work is done at six flags. It's...

<unk>.

It really does not stop there.

The work is done at six flags.

It's basically and hence the.

As I visited toward.

Cedar Fair parks that will stay impressed.

Speaker 6: I'll see the fair part. That was very impressed. Bye.

Hi.

Literally the premium position, we've got whether it's in foodservice.

Speaker 6: The pre-immunization they got, whether it's in food service.

The landscaping the way Theyre basically.

Speaker 6: or in the landscaping, the way they're basically seeing their rise, I think there is opportunities for both of us to still improve pricing.

Seeing the rise I think there is opportunities for both of us.

Phil.

Improved pricing.

We'll continue to make.

Speaker 6: opportunities to make margins, but I can tell you this is not about only prices. It's mostly about how do you create values and additional perks for our guests? And I believe that is critical. We have both millions of guests and I think that I think about a simple example. We have a membership and they don't have a membership.

But I can tell you this is not about <unk>.

Only.

Prices, it's mostly about how do we create values and additional perks put all the guests and I believe that is critical.

Both millions of guests and I think that I think about a simple example.

We have a membership and they both have a membership.

I would love to have our members.

Be able to take better membership.

<unk> dining meal plan and good to see the first part and be able to enjoy.

Speaker 6: And that dining meal plan and go to see the fair park and be able to enjoy more plants.

More pumps.

I would love to hub, what they've done with their guests.

Speaker 6: I would love also to have what they've done with their guest that

Spend.

Put a cap higher than us and be able to come and spend in our retail stores and in our foodservice it's complementary.

Speaker 7: Perk out higher than us and be able to come and spend in our retail stores and in our food service. It's a fantastic complimentary business here. So Steve, it's all about price value, equation, and listen, creating more value for our guests. Next question.

Complementary business.

So Steve it's all about price value equation, and listen creating more value for our guests next.

Next question.

Yes sure so.

Thanks for that guys.

I appreciate that and then second question.

Speaker 8: Thanks for that guys. I appreciate that and then and then second question

Probably probably for Brian or Gary, but when we think about the synergy number.

Speaker 8: Probably for Brian or Gary, but when we think about this synergy number that you guys have laid out here, the all in $200 million number, listening to Brian's prepared remarks, it sounds like that 200 million number might just actually be a starting point and there could be more potentially behind that. Am I thinking about that writer? Am I reading too much into that? And if there is potential upside to that 200 million, do you think it would come more from the revenue side or more from the cost side?

But you guys have laid out here.

<unk> $200 million number.

To Brian's prepared remarks, it sounds like that $200 million.

Number might just actually be a starting point and there could be more.

Potentially behind that am I thinking about that right or am I reading too much into that and if there is.

There is potential upside to that $200 million.

Do you think it would come more from the revenue side or more from the cost side.

Yes, Tim it's Brian I'll, let Barry jump in.

Speaker 3: Tiffany was Brian , I'll let Gary jump in. Gary and I are gonna spend a lot of time focused on this, right? As we said in our prayer remarks, the cost side of this is the front and center. We believe we can realize those cost saving.

Gary and I are going to spend a lot of time focused on this right.

As we said in our prepared remarks, the cost side of this is front and center.

We believe we can realize those cost savings.

Synergies over the next two years, we're not going to stop that we've identified today I think as we get deeper into this transaction and into the integration process. We may uncover other things, but certainly I think where there is probably more upside is on the revenue. That's something we're really excited about but as you know that takes a little bit longer.

Speaker 3: synergies over the next two years. We're not gonna...

Speaker 3: Identify today I think as we get deeper into this transaction and into the integration process we may uncover other things

Speaker 3: But certainly I think where there is probably more upside is on the revenue. That's something we're really excited about. But as you know, it takes a little bit longer. Sometimes get to those revenues to energy. There's a lot of system integration that has to happen. So I think that may be where there's more upside longer term. But right now our immediate focus is building up that integration plan as Richard said, and mining those costs to energy as quickly as we can.

Sometimes you get to those revenue synergies there is a lot of system integration that has to happen. So I think that may be whether it's more upside longer term, but right now our immediate focus is building out that integration plan as Richard said and mining those those cost synergies as quickly as we possibly can.

Yes.

I Echo that and thank you Brian.

Speaker 9: Yeah, I echo that and thank you, Brian . What we have on the table so far is hope we've identified and if there's more, we certainly will execute to that at this stage, that's what we have found. Okay, great, thanks guys, appreciate it. Great.

What we have on the table so far as what we've identified if theres more we certainly will execute to that at this stage, but that's what we have.

Okay, great. Thanks, guys appreciate it congratulations.

Thanks Bridget.

Our next question comes from Thomas <unk> from Morgan Stanley. Please go ahead.

Speaker 1: Our next question comes from Thomas Ye from Morgan Stanley . Please go ahead.

Thanks, so much good morning and congratulations.

Speaker 10: Thanks so much. Good morning and congratulations. Yeah, as we think about folding the portfolio together, what's the right way to think about the long-term capital intensity of the business? It sounds like you expect to take advantage of some of this energy is to drive higher investments at close. And Selim, you've recently given long-term cat-ex guidance based on some of the incremental opportunities that you've seen. Does that go up further now?

Yes, we think about holding the portfolio together, what's the right way to think about the long term capital intensity of the business. It sounds like you expect to take advantage of some of the synergies to drive higher investments at close and Selim recently, given long term capex guidance based on some of the incremental opportunities that you've seen does that go.

<unk> up further now.

I think Brian you mentioned that primarily there is some opportunities in driving more in park food and Bev investments just wondering what youre seeing as Inc.

Speaker 10: You know, I think Brian , you mentioned that primarily there's some opportunities and driving more in-park food and beverage investments, just wondering what you're seeing as incremental opportunity on top of that.

Incremental opportunity on top of that.

It's on it's Brian.

I think on the Capex front.

Speaker 3: It's on a spryon. I think on the cat backs front, one of the things that we'll be spending a lot of time together working on is how quickly can we get to some of those synergies, particularly the revenue synergies. As we mentioned, in Richards Prepared.

One of the things that we'll be spending a lot of time.

Together working on is how quickly can we get to some of the synergies, particularly the revenue synergies as we mentioned and.

In Richard's prepared remarks, and we will take some capital to activate some of the.

The synergies the revenue synergies the expanded guest spending opportunities ethylene noted premium experiences, we backstop that with a lot of capital investment, particularly in areas like food and beverage. So we don't have a specific number as to where that will end up I'll be spending a lot of time collectively as a management team and are working with our new board on where we want that to be but there.

Speaker 10: where that will end up. We're spending a lot of time collectively as a management team and then working with our new board on where we want that to be. But their capital is gonna be a key part of mining those opportunities for growth. And the key point from my perspective, Thomas, is as we deliver this company and generate significant cash flow, we'll have the resources to invest behind the highest ROI projects and get to that growth quickly. Okay, make sense. And then just as a follow-up, Richard, you mentioned the increased value proposition for season past holders across the larger footprint. Just curious.

Capital is going to be a key part of mining those those opportunities for growth and the key point from my perspective, Thomas as as we de lever This company and generate significant cash flow, we will have the resources to invest behind the highest.

ROI projects and get to that growth quickly.

Speaker 9: or like projects and get to that group.

Okay. It makes sense and then just as a follow up Richard you mentioned the increased value proposition for our season pass holders across the larger footprint.

Speaker 10: Okay, make sense. And then just as a follow-up, Richard, you mentioned the increased value proposition for season pass holders across a larger footprint. Just curious about dimensionizing the appropriate camos pass holders that could visit multiple parks, any sense of a no-delat benefit in areas like California, for example. Thank you.

It's about dimensionalize in appropriate time, those pass holders that could visit multiple parks any sense of an overlap benefit in areas like California. For example, thank you.

If you look at the growth both companies have had over the last decade and season passes it's clear that our customers see tremendous value in this program. It has driven our growth has been the core.

Speaker 9: If you look at the growth both companies have had over the last decade and season passes, it's clear that our customers feed tremendous value in this program. It's driven our growth. It's been the core.

Core part of our enhanced CRM program.

Speaker 9: a core part of our enhanced CRM program. We know a lot about our season pass holders that Six Flags does. We think there's an opportunity to look at the two programs, meld them together over time in a way that will increase the opportunity for guests to visit, but also acknowledge the value of the expanded portfolio. So.

A lot about our season pass holders of six flags to US. We think there is an opportunity to look at the two programs meld them together over time.

In a way that will increase the opportunity for guests to visit but also acknowledged the value of the expanded portfolio. So we're both excited on both sides of the companies to take a look at how we create something that our guests really want and that they place tremendous value in <unk>.

Speaker 9: We're both excited on both sides of the company.

Speaker 9: to take a look at how we create something that our guests really want.

Speaker 9: and that they place tremendous value in. Not only that, but I'll speak, it's as we've gotten to know each other and look at the data.

Not only that but I'll speak.

As we've gotten to know each other and look at the data our highest NPS scores come from respectively. Our season pass holders is clearly our most loyal customers and fans and there'll be really interested in the value we can bring to the communities.

Speaker 9: Our highest NPS scores come from respectively our season pass holders. It's clear there are more loyal customers and fans and they'll be really interested in the value you can bring to the communities.

Thanks, so much.

Thanks Thomas.

Our next question is from James Hardiman of Citigroup.

Speaker 1: Our next question is from James Hardiman at City Group. Please go ahead.

Please go ahead.

Hey, good morning.

<unk>.

Speaker 11: Hey, good morning. And I echo what's been said, congratulations.

So what's been fed congratulation.

On the merger I'm sure. There was there was a lot of work that went into that.

Speaker 11: on the merger, I'm sure there was a lot of work that went into this, but seem like you guys are potentially creating some value here. I was hoping you could dig in. It sounds like I'm sure there were some dirty discussions about the bet.

So it seemed like you guys are potentially create some value here.

I was hoping you could dig in it sounds like I'm sure there were some.

Discussions about the form that the new company could take.

Speaker 11: that the new company could take, why the C-Corp, Richard and Brian , we've talked a lot over the years about, you know, on the one hand, you've got some nice tax benefits on the other. I think investors see the MLP as maybe a less liquid vehicle. So why the C-Corp and maybe walk us through sort of the tax consequences here for MLP owners, if you.

Why the C Corp.

Richard and Brian we've talked a lot over the years about.

On the one hand, you have got from my tax benefits on the other.

I think investors see the MLP it may be a less sort of liquid vehicle.

Why the C Corp, and maybe walk us through sort of the tax consequences here for <unk>.

Thank you Ken.

James Good morning, Thanks for the question.

Speaker 12: James, good morning. Thanks for the question. You know,

No.

When we look at the MLP structure, which historically has made sense for Cedar Fair Our board determined that the C Corp structure will best position the combined company unlock the most value for our unitholders going for our unit holders and shareholders going forward as a C Corp will have significantly more access to capital and appeal to a much broader and basis.

Speaker 7: When we look at the MLP structure, which historically has made sense for Cedar Fair, our board determined that the C-Corp structure will best position the combined company unlock the most value for our unit holders going forward. For our unit holders and shareholders going forward. As a C-Corp, we'll have significantly more access to capital and appeal to a much broader and based investor base than we would have as a MLP.

Bester base than we would have as a MLP.

This structure will also enhance the liquidity of our shares providing a lot more flexibility to the combined shareholders.

Speaker 7: This structure also enhanced the liquidity of our share, providing a lot more flexibility to the combined shareholds.

This decision also reflects the feedback we've received from unit holders over the last several years, many of whom have suggested that a C corp structure makes far more sense for where the business is today in terms of the tax structure, let me throw that one to Brian.

Yes, I mean this transaction.

Richard just noted we feel going forward. The C Corp structure, certainly as that creates the most value for our unit holders and the shareholders and we've tried to structure. This in the most efficient way.

Speaker 3: Yeah, I mean, this transaction, you know, is just noted. We feel going for the decorps structure, certainly is the, creates the most value for our unit holders and the six share holders. And we try to structure this in the most efficient way for exiting the MLP.

For exiting the MLP.

Yes.

Got it that's helpful, but just to be clear the MLP units will be converted to C Corp.

Speaker 11: Got it, that's helpful. Yes, to be clear, the MLP units will be converted to the fee court shares, right?

Sure. It was right, which is effectively there will be a tax event for unit holders.

Speaker 11: There will be a tax event for unit holders. I'm assuming. Is that?

Assuming.

Is that how this is ultimately going work.

And the answer to the first part is yes, James we will be converting to C Corp shares.

Speaker 3: The answer to the first part is yes, James. We will be converting to C Corp shares. In terms of the implications to the investors, as you know, every one of our MLP investors has a different tax basis and there's different tax implications. That answers a lot more complicated and will depend on the individual investors.

In terms of the implications to the investors as you know every one of our MLP investors has a different tax basis and there is different tax implications that answers a lot more complicated and will depend on the individual investor.

Okay got it that's helpful. And then just maybe a follow up to the question on the synergies.

Speaker 11: Okay, got it. That's helpful. And then just maybe a follow up to the question on the synergies and the joint path is one that I'm sure is gonna get a lot of focus, right? The combined season path.

The joint passes is one that I'm sure is going to get a lot of focus right. The combined season season pass.

Okay.

I think both companies over the years have had something where you could go to most if not all of the park.

Speaker 11: You know, I think both companies over the years have had something where you could go to most, if not all, the park.

It didn't seem like VAT and many customers took you up on that.

Speaker 11: And it didn't seem like that many customers took you up on that. What's different here is it just more locations, maybe Southern cow, no cow, DC area that might make that more of a value proposition for a consumer. How do we think about that? And what's different?

What's different here or is it just.

More geography more locations, maybe southern Cal no Cal DC area that might make you that more of a.

The value proposition for a consumer.

How do we think about that.

Different.

Yes, James No, yes, I'd say the way you characterize it as largely accurate.

Speaker 7: Yeah, James, no, yeah, I'd say the way you characterize it is largely accurate. As we know, our parks are regional in nature. We're not destination for the most part of it. We have some that mimic those characteristics. We generate as the six flags, most of our tenants within a two, two and a half mile drive, two and a half hour drive time. So by definition being regional, it's all close to the park.

As we know our parks are regional in nature, we're not destination for the most part of it we have some that mimic those those characteristics, we generate as a six flags most of our tenants are within a two two and a half mile dropped to a two and a half hour drive time, so by definition being regional it's all close to the part as you think about it it's been a very small percentage.

Speaker 7: As you think about it, it's been a very small percentage. That's visited multiple parts more than one or two, but it's a very...

<unk>.

Thats thats visited multiple parks more than one or two but it's a very.

Appealing guest segment for us, even though it's small they have they really value that opportunity and see the value. So as we think about how to customize our season pass program, which we've been doing we've evolved over the last 10 years at six flags that we think theres an opportunity to continue to be customized to tap that value.

Speaker 7: feeling, guess, segment for us, even though it's small, they have, they really value that opportunity and see the value. So as we think about how to customize our season pass program, which we've been doing, we've evolved it over the last 10 years as six flags as we think there's an opportunity to continue to customize the tap that value that that smaller group really represents.

That that smaller group really represents.

I would like to add something I look at the.

Speaker 6: I would like to add something. I look at the very results model with the epic part.

Resorts model.

Pumps.

And I like that model with you will get there.

Speaker 6: I like that model where you will get, depending on how you structure that path, you might be able to incentivize. Today I can tell you, I agree with Richard, our guest to not truly go from one part to another. They don't...

Depending on how you structure does not pass we might be able to incentivize today I can tell you I agree with Richard our.

Guests do not truly go from one plant to another seasonal.

Let's see.

Speaker 13: basically transcend sheet flags to sheet of paper, but maybe we can create a model like the result where they got the epic pass and gave an incentive for people they want to visit other skill results.

Nice to see them.

But maybe we can create the mono line.

Results with regards to <unk>.

And gave an incentive for people if they want to visit.

<unk>.

That makes a lot of sense.

I appreciate it guys and good luck.

Thanks James.

Our next question comes from Ian Zaffino of Oppenheimer. Please go ahead.

Speaker 1: Our next question comes from Ian Zafino at Oppenheimer. Please go ahead.

Great.

Great. Thank you very much.

Speaker 14: Hi, great. Thank you very much.

Maybe a question for Richard can you just maybe talk about the assets and the Capex maybe at six flags parks that you would expect.

Speaker 14: Maybe it goes from Richard, can you just maybe talk about the assets and the catbacks maybe as the six legs parts that you'd expect to put in, you know, how do you feel about the state of those assets and not that's in the merchandising side of the customer experience, but the actual rides itself. And maybe the need to you know, the maintenance that they that those assets necessarily need and how you kind of thinking back.

To put in how do you feel about the state of those assets.

Notwithstanding the merchandising side of the customer experience, but for the actual rights itself.

And maybe the need to.

The maintenance that they.

Those assets necessarily need.

How are you kind of thinking about that thanks.

Thanks Ian.

As I think about bringing together these two iconic portfolios what hits me more and more is how this is like buying putting together beachfront property. These are irreplaceable assets that have incredible value to sustained cash flow revenue generation cash flow generation over time, so in each portfolio, we would say they are all.

Speaker 7: Thanks, Ian. Well, you know, as I think about bringing together these two iconic points.

Speaker 7: What hits me more and more is how this is like putting together beachfront property. These are irreplaceable assets. They have incredible value to sustain cash revenue generation, cash flow generation over time. So in each portfolio, we would say there are always things, and that's some of you used to run a single park, and I run the chain.

These things and as someone who used to run a single park and I run the chain.

You walk the park and you see things you want to fix you see things we want to make it better for your guest list is always long, but we're trying to get to many of those things over time as we can so I think there's opportunity on both sides to continue to improve our sites improve our parts listen to our guests and what they value and make sure that we create.

Speaker 7: You know, you walk the park and you see things you want to fix, you see things where you want to make it better for your guests. The list is always long, but we're trying to get to many of those things over time as we can. So I think there's opportunity on both sides to continue to improve our sites, improve our parts, listen to our guests and what they value, and make sure that we create that memorable experience, and that special experience for folks as they come through.

That memorable experience.

Special experience for folks as they come through our games.

Okay. Thank you and then as.

Speaker 14: Okay, thank you. And then as far as you know, use the cash flow, is this gonna just be a pure key leveraging story for until you're down to three times. Is there any other use of it outside of the list and the investment in the park as far as just distributions of shareholders, through either dividends, buybacks, or any other means?

As far as.

Use of cash flow is just going to just be a pure deleveraging story for completely down to three times is there any other use than outside of it and the investment in the park is foreign interest distributions to shareholders through either dividends buybacks or.

Any other means.

No as we talked about in our in our prepared remarks, our immediate priority is getting the integration plan together generate the synergies and delever as quickly as possible. Once we reach that point then I think.

Speaker 9: No, as we talked about in our prepared remarks, our immediate priority is getting the integration plan together, generate the synergies and D-level is quickly as possible. Once we reach that point, then I think we, well, management along with working with Selene on the board evaluate what's the best way to maximize shareholder returns and focus on growth versus unlocking the value that we think is inherent that combined company.

We well management, along with working with saline in the board evaluate what's the best way to maximize shareholder returns and focus on growth versus unlocking the value that we think is inherent in the combined company.

Okay. Thank you very much.

Thanks, Steve.

Speaker 15: Thank you.

Our next question comes from Chris <unk> from Deutsche Bank. Please go ahead.

Speaker 1: Our next question comes from Chris For Womcker from Deutsche Bank. Please go ahead.

Hey, good morning, guys I appreciate all the detail so far.

Speaker 16: Hey, good morning guys. Appreciate all the details so far.

So my question kind of relates to timing and the transition and how you view 24, how much of the what you wanted to get done to kind of get done for next season. I guess question is really kind of how how Mexico 24, b versus how good could it be and we assume that by 'twenty five.

Speaker 16: So my question kind of relates to timing and the transition and how you view 24, how much of what you want to get done to kind of get done for next time.

Speaker 16: questions really kind of how, you know, how messy could 24 be versus how good could it be? And we assume that by 25, you're much closer to where you want to be. But, you know, just risk an opportunity for the 24 peak season, if you will. Thanks.

Five youre much closer to where you where you want to be but.

Just just risk and opportunity for the for the 24 peak season, if you will thanks.

Chris Thanks for the question, let me tell you I am so excited by the momentum each company has as we go into 'twenty four we've got an opportunity to really focus on the integration get it right. The model of that people look to from an integration perspective, when they talk about a mergers of equal in putting two companies together.

Speaker 7: Grif, thanks for the question. Let me tell you, I am so excited by the momentum each company has because we go into 24. We've got an opportunity to really focus on the integration, get it right. The model of the people look to from an integration perspective, when they talk about a mergers of equal and putting two companies together.

But the momentum we've got I think shows that we're going to have a strong.

Speaker 7: But the momentum we got, I think shows that we're gonna have a strong year and we got the momentum heading in. You look at season past sales from each fall program, from each of us, we're both up 20%. You look at what typically has happened when we're out, when does that's strong?

Strong year, and we've got the momentum heading as you look at season pass sales from each fall program from each of US were both up 20% you look at.

What typically has happened we'll go out when does that strong.

With that strong in the fall it typically leads to really good. So I think the environment is working well for US I know there has always been a lot of <unk>.

Speaker 7: with that strong in the fall. It typically leads to a really good, so I think the environment is working well for us. I know there's always been a lot of concern about the health of consumers, and I think that's one of the overhangs in our sector, but I think what we keep proving, and you look at the top line revenue of both companies in the third quarter, we've got an extremely strong start to next year. Lear they getting to the synergies more quickly from the cost side, they're easier to measure.

Concerned about the health of consumers and I think that's one of the overhangs in our sector.

I think what we keep proving and you look at the topline revenue of both companies in the third quarter. We've got an extremely strong start to next year later, they get into the synergies more quickly.

From a from the cost side, they're easier to measure from a capex perspective, and getting to the investments we need to create those plans, but as we've always said this is a long lead cycle for any significant investment in our parks. Both parts are put together robust plans on the capital side for $24 25, we're going to try and modify those to make sure. We're.

Speaker 7: from a CAPX perspective and getting to the investments we need to create those plans. But as we've always said, this is a long lead cycle for any significant investment in our parks.

Speaker 9: So we're going to try to put together robust plans on the capitals five. We're 24 and 25. We're going to try and modify those and make sure we're tapping the best opportunity within the combined portfolio. We're required on 25 and 26 and how we move as quickly as possible, done. Loss the revenue.

Tapping the best opportunity within the combined portfolio, but work hard on 25, and 26 and how we.

Move as quickly as possible to unlock the revenue uplift opportunities.

Okay very helpful. Thanks, Richard.

Thanks, Chris.

Our next question comes from Michael Swartz from tourists. Please go ahead.

Speaker 1: Now next question comes from Michael Swartz from Tourist. Please go ahead.

Good morning, everyone and just a couple of questions maybe one more broadly speaking as it pertains to maybe the scope of the transactions, whether or not it's tied to regulatory review or not I mean is there a.

Speaker 17: Good morning everyone. Just a couple questions. Maybe one more broadly speaking as it pertains to maybe the scope of the transaction.

Speaker 17: whether or not it's time to regulatory review or not. I mean, is there a kind of a broader, you know, look into a portfolio review? I know you've talked about the 40 plus properties and it sounds like you're kind of committed to all of those, but are there areas where you think you may look to, maybe divest some lower return, lower quality property?

Kind of a broader look into our portfolio review I know you've talked about the 40 plus properties and it sounds like you are kind of committed to all of those but are there areas, where you think you may look to maybe divest some lower lower return lower quality properties.

Mike Good morning. Good question as we look at the portfolio and I've said. This before there were these are really irreplaceable assets, we've always struggled with.

Speaker 7: Mike, good morning. Good question. Yes, we look at the portfolio. I said this before, there were these are really irreplaceable assets. We've always struggled with, how do you grow if you shrink your portfolio?

Do you grow if you shrink your portfolio.

I do think as we look at the combined portfolio, we're going to evaluate the whole range of ways to unlock and maximize the values I'm. Most excited about focusing on all 40 to see how we optimize and create the ability to generate as much revenue uplift in cash flow generation as possible, but over time.

Speaker 9: But I do think as we look at the combined portfolio, we're going to evaluate of the whole range of quays to unlock and maximize the values. I'm most excited about focusing on all 42 to see how we optimize and create the ability to generate as much revenue up left and cashflow generation as possible. But over time, as stewards of capital in the market, I think our board will have the opportunity to evaluate what will really drive and maximize shareholder returns.

Stewards of capital in the market I think our board will have the opportunity to evaluate what will really drive and maximize shareholder returns.

Once we once we get to that targeted leverage ratio and we're looking forward.

Speaker 7: Once we get to that targeted leverage ratio, we're looking forward.

Okay perfect. That's great and then second question I think Richard you may have.

Speaker 17: Okay, perfect, that's great. And the second question, I think Richard, you may have preface this with saying there's little overlap between kind of the consumer, maybe you were referring to this even past base, but is there any granularity or just context you can add to maybe the pure overlap between the guest bases?

President was saying there is little overlap between kind of the consumer maybe you were referring to the season pass base, but is there any granularity or just the context, you can add to maybe use the pure overlap between the guest spaces.

We're going to take a look at each parts of diving into the data and see what we can unlock in terms of.

Speaker 9: You know, we're going to take a look at each part to dive it into the data and see what we can unlock in terms of.

That overlap in terms of gas markets I do think that there is an opportunity to create a new chapter here with a new story.

Speaker 7: that overlap in terms of guest market. I do think that there's an opportunity to create a new chapter here with a new story.

And that really speaks to our consumers differently and speaks to the opportunity that within the bigger portfolio.

Speaker 2: and that really speaks to our consumers differently and speaks to the opportunity that within the bigger portfolio.

Slim referenced Vale and how as they kept adding mountains and created more value for their guests. So I think there is a compelling opportunity here to change the narrative about the value. We compete against all forms of out of home entertainment and we have such a small share only 5% of the out of home entertainment market I think that.

Speaker 7: We have a small share, only 5% of the other home entertainment market. We have a small share, only 5% of the other home entertainment market.

This is opportunity lets us hopefully.

Speaker 12: I think that this opportunity lets us hopefully.

Get people to understand they can spend their leisure time and dollars with us and when they come to us.

Speaker 9: Get people to understand they can spend their leisure time in dollars with us and when they come to us

As I've always said all general managers.

Speaker 9: you know, as I've always said, all general managers, you know, the best measure of your success is how many of your guests come back next year. We focus to that on every day. We open every one of our parks, both at six flags in Cedar Fair.

The best measure of your success is how many of your guests come back next year, we focus that on everyday we open every one of our parks both at six flags and Cedar Fair.

Our next question comes from Barton Crockett from Rosenblatt Securities. Please go ahead.

Speaker 1: Our next question comes from Boston Crocket from Rosenblatt Securities. Please go ahead.

Okay. Thanks for taking the question.

Speaker 18: Okay, thanks for taking the question. I was interested in first the regulatory, the antitrust positioning, not much discussion of...

I was interested in first the regulatory anti trust.

Positioning not much discussion about that and.

You do have a couple of markets, where you overlap like around the D. C area with you Park in Maryland and.

Speaker 18: You do have a couple of markets where you overlap like around the DC area with your park in Maryland and the park in Virginia, it comes to the minion of six flags. You know, two degree in San Antonio with the water park and also Los Angeles.

In the park in Virginia Dominion to clients.

To a degree in San Antonio with the water Park and also in Los Angeles.

And just in this environment and magnetek trusted such a loaded political question for any kind of big corporate merger.

Speaker 18: And just in this environment, I mean, as I trust this is such a loaded, political question for any kind of big corporate merger, how do you feel about the as I trust that up? And maybe the potential to have to dive that stuff to get the deal done.

How do you feel about the antitrust setup and maybe the potential to have to divest stuff to get the deal done.

Good morning, Thanks for the thanks for the question listen.

Speaker 7: Part good morning. Thanks for the question.

As we think about the regulatory approval process. We are 100% committed to this transaction and think we will see it out to close we understand there is a process to go through but we've been well advised and we are absolutely confident that we can get this successfully completed as planned you look at us and parked I touch on just before if I comment.

Speaker 12: Listen, you know, as we think about the regulatory approval process.

Speaker 7: We are 100% committed to this transaction and think we will proceed out to close. We understand there's a process to go through, but we've been well advised and we are absolutely confident that we can get this successfully completed as planned. You know, you look at News and Park, that touched on just before, if I comment out of home, we compete in a highly fragmented and constantly evolving leisure economy. It includes everything from bowling, the athletic events, to movie theater.

Home, we compete in a highly fragmented and constantly evolving leisure economy includes everything from bowling athletic events to movie theaters were complementary across our geographies and I really do think were part of the broader landscape of all the leisure opportunities that consumers have when they get up in the morning, when they think.

Speaker 7: where complementary across our geographies and I really do think we're part of the broader landscape of all the leisure opportunities the consumers have when they get up in the morning or when they think about what they wanna do in the weekend and from that perspective, I don't see a lot of overlap.

About what they want to do on the weekend.

And from that perspective, I don't see a lot of overlap.

I was wanting to ask something interesting that happened.

Speaker 13: I was going to add something interesting that happened in Italy last week. And all of us, guys, yeah, last week and we have...

Lee.

Last week and.

Yes last week.

We have.

The Rangers that play the World series.

And the range of CGM is less than a quarter mile away from.

Speaker 13: And the Ranger's Stadium is less than a quarter mile away from our Dallas Six-Fly over Texas. First, congratulations on the Texas Pages for winning the World City. We're very excited.

Six flags over Texas.

First congratulation on the mix of phases for winning dog season, we're very excited.

<unk> bin.

Being based in Arlington, Texas.

Many of our season passes ended up.

Speaker 13: Many of our season passes ended up parking in the parking lot.

Walking in the parking lot.

And walking into because down three party given the season pass and all of that call.

Speaker 13: and walking into because they are free-party, given their season pass and walked across. This is Texas Ranger Station to attend the World City.

This range of state to us and North Sea.

We weren't expecting to be right.

Speaker 13: We were expecting to be way before the series started or after the series opened, the game opened, they would come to our park.

Sure.

The series products are often seen as the game open they would come to our park.

And they did not.

Once it was interesting.

Is it ultimately.

Speaker 13: What's interesting is, and it closes me.

We found out that when there is the gain even if a quarter mile away and they are all.

Speaker 6: We found out that when there is a game, even a ???urzen while away, and they parked out, she's in past holes, the parking of parking, they went back home. So we did not benefit.

Season pass holders partner partner they went back home.

So we did not benefit.

From the World series being played.

Speaker 13: from the world series being placed. A quarter mile away.

Quarter mile away.

From all path, which tells you.

Speaker 6: from our part which tells you that

And sustained August home Entertainment takes away from our attendance. So we competed against.

Speaker 13: And sustain the other form and sustain it takes away from our attendants.

Speaker 13: So we competed against the World Cities, thinking that it should be a boom.

The World series.

Thinking that it could be a boon for us for that day.

Okay. Thanks for that color.

Speaker 18: Thanks for that color. I was also curious for this deal. Are there provisions?

With also curious why this deal are there provisions.

To ensure.

Speaker 18: to ensure, you know, to compensate one party at the other if the deal is broken. Is there a timeline for this to be completed, you know, or, you know, or people can walk away without any penalty?

To compensate one party or the other if the deal is broken.

Is there a timeline for this to be completed.

Sure.

Or are people can walk away without any penalty.

Barton all of those types of details are included in the merger proxy statement, which will come out at the appropriate time.

Speaker 9: Bart, and all of those types of details are included in the merger proxy statement, which will come out at the appropriate time. Okay.

Okay, and then just on the business.

<unk>.

The branding situation here, it's interesting with 65 being essentially.

Speaker 18: The branding situation here is interesting with six lives being essentially a national, nearly global brand and Cedar Fair being a collection of kind of local brands.

National nearly global brand.

Cedar fair being a collection of kind of local brands.

Is the idea over time that it might make sense to rebrand to attach the six flags brand.

Speaker 18: It's the idea over time that it might make sense to rebrand, to attach the six flags, brand to the Cedar Fair properties, as part of this kind of multi-park path.

To the Cedar fair properties.

As part of this kind of multipart paths.

Positioning in the Vale positioning is that something that could be contemplated.

Speaker 9: positioning and the veil positioning. Is that something that could be contemplated?

Barton I kind of touched on this before we have loyal and passionate customers deeply held loyalty and passion around our unique regional brands. We think of this as a broader portfolio with incredibly powerful brands, but we really respect.

Speaker 7: the area of art and I, I tried assessments before we have loyal and passionate customers.

Speaker 7: deeply have loyalty and passion around our unique regional brands. We think of this as a broader portfolio with incredibly powerful brands.

Speaker 9: But we really respect, you know, the Cedar Point and Magic Six Black Magic Mountain. Everybody has, and every region has such a unique identifier. I view this as an opportunity just to reinforce the strong regional brands and understand who we are. We sort of talked about the difference between regional and destination. This is really an opportunity to enhance our regional brands and over time create more value and choices for our customers. Thank you very much.

Cedar point and matched six flags Magic Mountain everybody has in every region has such a unique identifier I view this as an opportunity just to reinforce the strong regional brands and understand who we are we sort of talked about the difference between regional and destination. This is really an opportunity to enhance our regional brands and over.

Time create more value and choices for our customers.

Okay alright, thank you.

Yes.

Our next question comes from Paul Golding at Macquarie. Please go ahead.

Speaker 1: Our next question comes from Paul Golding at the Quarry. Please go ahead.

Okay.

Thanks, so much and congratulations on the announcement.

Speaker 19: Thank you so much and congratulations on the announcement. I just wanted to drill a little deeper into your prior comment, Richard, around branding. It seems like there's an opportunity as we've seen with other theme park holding companies that have multiple brands.

I just wanted to drill a little deeper into your prior comment Richard around <unk>.

Branding it seems like there is an opportunity as we've seen with other.

The theme park holding companies that have multiple brands to leverage <unk>.

Traction IP, whether it's for a new <unk>.

Speaker 19: to leverage attraction IP, whether it's for a new ride or event or festival. Is that something that we could expect to see and how are you thinking about maintaining the...

Right or event or festival is that something that we could expect to see how are you thinking about.

Maintaining the.

The unique branding on the part overall relative to the capital efficiencies you could see for specific attractions that require investments. Thanks.

Speaker 19: the unique branding on the part overall.

Speaker 19: relative to the capital efficiencies you could see for specific attractions that require investment. Thanks.

Thanks, Paul Great question.

One of the things that excites me as somebody who came in to the Cedar Fair organization from the Paramount side understanding the movie studio.

Speaker 7: One of the things that excites me is somebody who came into the Cedar Fair organization from the Paramount side, understanding the movie studio and the driver exploited IP and enhancing that.

The driver is.

Floyd in IP and enhancing that along with six flags looking at the Warner Brothers, we have as we said on our prepared remark really three powerful IP. So we can think about how best fit within the portfolio Peanuts DC Comics and of course, the Warner Brothers connection I'm. So excited to think about how we.

Speaker 7: along with six flags looking at the Warner Brothers. We have, as we said, on preparing for our really three powerful IPs that we can think about how best fit within the portfolio.

Speaker 7: peanuts, DC comics, and of course the Warner Brothers connection. I'm so excited to think about

We could potentially rollout and enhance the guest experience in all our regions and rethink how we use IP IP is incredibly important.

Speaker 7: how we could potentially roll out and enhance the guest experience in all our regions and rethink how we use IP. IP is incredibly important.

Differentiator in the minds of our consumers and I think our ability to unlock how we how we look at that in the future.

Speaker 9: differentiator in the minds of our consumers. And I think our ability to unlock how we look at that in the future. It gets me really excited. I know for our internal design staff on both sides, as we think about how to plot and plan the guest experience going forward, I think our challenge is working closely with the holders of the IP and think about how we might both benefit from a closer association.

Gets me really excited I know for our internal design staffs on both sides as we think about.

Plot and plan the guest experience going forward I think our challenge is working is to work more closely with the holders of the IP and think about how we might both benefit from from Aw.

Closer Association.

Thanks, and then just a quick follow up it's maybe more of a housekeeping question. As you are now out in the marketplace talking about the potential for a combined net.

Speaker 19: Thanks. And then just a quick follow up that's maybe more of a housekeeping question as you are now out in the marketplace talking about the potential for a combined network path. Is there anything that we should consider in terms of changes or considerations to your selling process for the current mix of past products across both footprints in the lead up to the merger and the timeline of an anticipated first half 24 close.

Work pass is there anything that we should consider in terms of changes or considerations to your selling process.

For the current mix of past products across both footprints in the lead up to the merger.

And the timeline has been anticipated first half 'twenty foreclose.

Both of US are midway in our cycle already.

Speaker 7: You know, both of us are midway and are cycle already. You know, he really starts late summer, early fall. Again, the numbers are tremendous deferred revenue, up 20% in both companies. So, you know, tremendous success. I think we're gonna run each company's playbook well into the spring and this cycle and then look at how we can adapt and evolve in a way that makes sense and a way to make sure that we're delivering as we listen to our customers, what they're telling us would enhance the program.

Really starts late summer early fall.

Again, the numbers are tremendous deferred revenue up 20% in both companies. So tremendous success I think we're going to run each each company's playbook well.

Well into the spring of this cycle and then look at how we can adapt and evolve in a way that makes sense in a way to make sure that we're delivering.

As we listen to our customers, what they're telling us would enhance the program.

Great. Thanks, so much.

Our final question comes from Robert <unk> from <unk>. Please go ahead.

Speaker 1: Our final question comes from Robert O'Rand from KeyCorp.

Hi, Thank you.

Hoping just to dig a little bit more into kind of the why now aspect of the deal I mean, you. Both had some long term targets out there and kind of whether notwithstanding seem to be bearing some fruit here in the next year. I guess is there anything to read into kind of your stand alone outlook and how you are feeling about it heading into next year kind of with the macro environment. The way it is.

Speaker 10: Hi, thank you. Let's open just a dig a little bit more into kind of the why now aspect of the deal. You both had some long term targets out there and kind of whether or not we're standing, seem to be bearing some fruit here in the next year. I guess is there anything to read in to come in your standalone outlook and how you're feeling about it? You're heading into next year. You're kind of with the macro environment the way it is.

Good question, Rob Good morning, I will tell you that as I mentioned before I think we're both coming into this transaction excited about what the combined company can do but coming from a position of strength. You saw you saw the third quarter for both companies nice recovery in the revenue uplift I think there is there as we can both be.

Speaker 7: Good question Rob, good morning. I will tell you that, as I mentioned before, I think we're both coming into this transaction, excited about what the good buying company can do, but coming from a position of strength, you saw the third quarter for both companies, nice recovery in the revenue uplift. I think we can both be excited at the standalone opportunity, but.

Excited at the Standalone opportunity.

Both boards determined that by putting these companies together, we could really achieve a level of return for our for our owners that we couldnt get on a standalone basis theres opportunities available to us and we've articulated throughout this call that really will let us just drive home the value of this transaction and achieve.

Speaker 7: Both boards determined that by putting these companies together, we could really achieve a level of return for our...

Speaker 13: for our owners that we couldn't get on a standalone basis. There's opportunities available to us, and we've articulated throughout this call that really will let us just drive home the value of this transaction and achieve the potential. That's what Selim and I are most excited about. So we look at this, is the potential of the combined company that we think neither one of us could reach on our own. Selim. Yeah, so I think what is exciting, why not? Let's talk about why not.

The potential that's what Selim and I are most excited about as we look at this is the potential of the combined company that we think neither one of us could reach on our own. So yes, I think what is exciting why now let's talk about why now.

Neither one of the companies needed to do the deal.

Speaker 13: Neither one of the companies needed to do the deal. We were not goers to the deal. I can tell you on sick life, we are just almost finished with our transformation. And you're starting to see attendance coming up, double digit, despite whether the summer, how full sale is basically setting this to 20.4 bay well. However,

We're not courses of deal I can tell you at six flags just almost finished with our transformation and youre, starting seeing attendance coming up double digits. Despite weather this summer.

Wholesale is.

Basically settings to 'twenty four pay very well however.

We believe truly that.

Speaker 13: We believe truly that this motion creates successful amusement part operator in the highly comparative leisure space. With an expanded and diversified tool.

This motion of creating successful amusement park operators in the highly competitive leisure space with an expense expanded and diversified footprint.

And more robust operating model and a strong revenue and cash flow generation.

Speaker 6: A more robust operating model and strong revenue and cash flow generation. I tell you.

I would tell you over the past two years we.

We have taken significant steps to transform our operations and create a more agile business, while investing in new offerings to delight and excite our guests.

Speaker 6: We have taken significant steps to transform our operation and create a more agile business while investing in new offerings to the light and excited our gap.

I know that.

And Brian and his team.

Speaker 13: I know that Richard and Brian and Delty were earlier than us doing all their what I call elevating the experience. So we're trying to get up to this combination built on our momentum by making sure.

We're earlier than us doing all that what I call elevating his experience so trying to catch up to this competition build on our momentum.

But making sure.

We create a geographic footprint that is expected to mitigate the impact of seasonality and reduce earnings volatility.

Speaker 13: We create a geographic footprint that is expected to mitigate the impact of seasonality and reduce earnings for ourselves.

Combining.

Complementary operating capabilities and technology portfolio.

Speaker 13: Combining our complementary operating capability and technology portfolio will help us.

We will help us create a platform.

Before Richard and Brian to.

Speaker 6: for Richard and Ryan to improve our Clark offerings and more efficient to thin white performance. I will tell you what I...

To improve our product offerings and more efficient system wide.

Performance.

I will tell you what I love about Vascepa.

Is there was delivering a more engaging and immersive guests experience than we've ever done.

Speaker 6: is they were delivering a more engaging and immersive guest experience than we've ever done. And that's something we need to take to our guests. And finally, I think increasing and bolstering our free cash flow will increase flexibility to invest in new rights and attraction, broader food and beverage selection.

And that's something we need to take to our guests and finally.

I think <unk>.

Increasing in bolstering our free cash flow will increase flexibility to invest in new rides and attraction broader food and beverage selection.

Additionally company and cross bumped initiative and then from our side, we are bringing a lot of technologies that are starting to Vale in this fourth quarter and 2024.

Speaker 6: additional impact offering and cross-park initiative. And then from our side, we are bringing a lot of technologies that are starting to develop in this four-quarter in 2024, specifically to make our guess.

Specific to make all Jeff.

Just to do business with us.

All of which will be principally deploy to grow attendance increased per capita spending and improved throughput.

Speaker 6: all of which will be particularly deployed to grow attendance, increase per capital spending and improve profitability. I will tell you that a lot of monetizing initiatives that you are both excited about that are coming in in 2024.

I would tell you that on a lot of monetizing initiatives that are both excited about what's upcoming in 2024.

Thank you and maybe just as a quick follow up I mean can you give any color around kind of the potential long term margin profile of the combined business I know its legs had talked about getting margin into the low <unk>.

Speaker 20: Thank you. And maybe just as a quick follow up, I mean, give me color around kind of a potential longer margin profile of the combined business. I know, the flags had talked about getting margin into the low 40s. You know, can you talk about where the combined...

Can you talk about where the combined company can get to.

Yes.

Brian.

From a margin perspective, certainly we're excited about the possibilities as rich petroleum have set the combined company has much more upside.

Speaker 3: Yeah, Brian , you know, from a margin perspective, certainly we're excited about the possibilities as Richard and Salim have said, you know, the combined company has much more upside as we maximize, you know, the strengths of each side and that should benefit us as it relates to margins. As we...

As we maximize the strengths of each side and that should benefit us as it relates to margins as we've as <unk> has shown over the last couple of years the ability to deliver strong margin is certainly one of their strengths.

Speaker 3: As six has shown over the last couple of years, the ability to deliver strong margins is certainly one of their strengths. And as the last quarter showed, that's a-

That is the last quarter.

No that's okay.

A clear focus for Cedar fair team as well ultimately our top priority is driving EBITDA growth and free cash flow generation.

Speaker 3: Clear focus for the Cedar Fair Team as well. Ultimately our top priority is driving the dog growth.

But margin will remain a very high priority and we think the upside is significant.

Speaker 9: cash flow generation, but margin will remain a very high priority. Only think the upside is significant.

Alright, Thank you very much congratulations on the deal.

Thanks, Rob Thanks, Robert.

This.

The Q&A session I will now hand, the call back to Richard Zimmerman to wrap up.

Speaker 1: This concludes the Q&A session. I will now hand the call back to Richard Zimmerman to wrap up.

Thank you everybody for your time and attention today and for your interest in the new combined six flags Cedar Fair company.

Speaker 1: Thank you everybody for your time and attention today and for your interest in the new combined six flags theater fair company. We are speaking for Selene, Gary, Brian and I. We are excited to get to work starting today to tap the potential of this combined company. So thank you, we look forward to talking to you soon. Thank you all for joining today's conference, cool.

Speaking for Saline, Gary Brian and I, we are excited too.

To get to work starting today to tap the potential of this combined company.

Thank you and we look forward to talking to you soon.

Thank you all for joining today's conference call you may now disconnect.