Exhibit 10(b)
PREMIER PARKS AGREES TO BUY SIX FLAGS FROM TIME WARNER
ENTERTAINMENT AND BOSTON VENTURES FOR $1.9 BILLION
Premier Becomes World's Largest Regional Theme Park Company
-Time Warner Continues to Strengthen Balance Sheet Through Sale of Non-Core
Assets-
New York, New York, Feb. 9, 1998 -- Premier Parks Inc. (NYSE:PKS) has entered
into a definitive agreement with Time Warner Entertainment and an investor
group led by Boston Ventures to acquire Six Flags, the largest regional theme
park company in the U.S., for approximately $1.9 billion.
The transaction was announced today by Kieran E. Burke, Chairman and Chief
Executive Officer of Premier Parks Inc. and Gerald M. Levin, Chairman and
Chief Executive Officer of Time Warner Inc.
Under the terms of the agreement, Premier will acquire 100 percent of the
equity of Six Flags for $965 million, including $765 million in cash and $200
million in convertible preferred stock of Premier. The Boston Ventures-led
investment group currently owns 51 percent of the equity of Six Flags, with
the remaining 49 percent owned by Time Warner Entertainment. Premier will
assume a total of approximately $890 million of debt. As part of the
transaction, the companies will enter into a long-term licensing agreement
that gives Premier the exclusive theme park rights in the U.S. and Canada of
all Warner Bros. and DC Comics animated cartoon and comic book characters
(including BUGS BUNNY, DAFFY DUCK, TWEETY BIRD, YOSEMITE SAM, BATMAN,
SUPERMAN, and others). The Company plans to utilize the Six Flags brand name
and the licensed characters at most of its existing parks. The transaction
is expected to close in the second quarter.
"This is a transforming transaction for Premier, making us the world's
largest regional theme park company" said Kieran Burke, Chairman and Chief
Executive Officer of Premier. "With our single-business focus, proven
operating expertise and the combined strengths of the Six Flags and Looney
Tunes brands, we believe this transaction gives us an excellent platform for
generating superior growth throughout our new and existing franchise."
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Time Warner's Chairman and Chief Executive Officer Gerald Levin said,
"Today's transaction advances our stated commitment to strengthen our balance
sheet through the sale of non-core assets. We have created significant value
for our shareholders through our investment in Six Flags, the country's
finest regional theme parks. Now, Time Warner and its shareholders will
continue to benefit through our long-term licensing agreement with Premier,
under which Warner Bros. unique and diverse stable of characters and products
will reach an audience approaching 40 million people--and more---each year,
through both Six Flags and Premier's theme parks. We also expect that Six
Flags will have even greater opportunities for growth as part of a focused
theme park company whose management team has established a strong record of
success.
"This transaction gives Premier Parks four key advantages: enhanced cash flow
with the potential for further margin improvement; the great Six Flags brand
name; the compelling appeal of the Looney Tunes and DC Comics characters; and
significant economies of scale," Mr. Burke added. "Capitalizing on these
advantages together with our proven marketing and operating strengths, we
expect to generate significant growth by simultaneously increasing attendance
and margins at our parks. We have demonstrated our ability to do this in
previous acquisitions and we believe that we will continue to succeed."
Premier's purchase of Six Flags will give the Company combined 1997 revenues
of over $900 million and attendance of approximately 40 million. The
acquisition will extend Premier's national footprint to include 16 of the 25
largest metropolitan areas in the country, including 9 of the top 10.
Premier expects to finance the transaction with approximately $700 million of
public equity and equity equivalents as well as public debt and bank
financing. The Company is filing a registration statement with the SEC for
the equity transactions. A portion of the proceeds from the offerings will
be used for financing the transaction, with the remainder to be applied to
the upgrade and expansion of the Premier Parks facilities. The Company and
its affiliates also expect to file registration statements with the SEC for
approximately $500 million of public debt.
The transaction is subject to certain closing conditions, including
expiration of Hart-Scott-Rodino waiting periods and the consummation of
Premier's equity offerings. Lehman Brothers has committed all of the debt
financings necessary for the transaction. The transaction is not subject to
shareholder approval.
Lehman Brothers and Allen & Company Inc. served as advisors to Premier in this
transaction.
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Six Flags Entertainment Corp. operates 12 regional parks, including eight
theme parks, three separate water parks and a wildlife safari park. Six
Flags parks are located in major metropolitan areas including New
York-Philadelphia, Los Angeles, Dallas, Houston, San Antonio, Chicago,
Atlanta and St. Louis, and had 1997 attendance of more than 22 million
visitors.
Premier Parks currently owns and operates 13 regional theme parks in the U.S.
with 1997 attendance of 11 million. In December 1997 the Company entered
into an agreement to acquire its first overseas parks, the 6 parks of Walibi
S.A. in Belgium, The Netherlands and France. Walibi's 1997 attendance was
approximately 3.5 million with US $70 million of revenue. The transaction,
which is expected to close in March, provides Premier an excellent entry into
the growing European theme park market.
Boston Ventures is a private investment management firm which focuses its
investments on the communications, media and leisure time markets. Since its
inception in 1983, Boston Ventures has raised investment capital totaling
$2.0 billion and has made 41 investments in companies such as Continental
Cablevision, Billboard Communications, News Corp., River City Broadcasting,
Motown Records, National Law Publishing Company, Fidelity Ventures South
America and others.
Time Warner Inc., the world's leading media and entertainment company,
consists of four fundamental businesses: entertainment, cable networks,
publishing and cable, with interests in filmed entertainment, television
production, broadcasting, recorded music, music publishing, cable television
programming, sports franchises, magazines, book publishing and cable
television systems.
The equity securities subject to the registration statement described in this
announcement may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This announcement does
not constitute an offer to sell or the solicitation of an offer to buy any
securities described herein, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification of such securities under the
securities laws of any such state.
This release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act 1934, as amended. The forward-looking statements
contained in this release are statements that involve risks and
uncertainties, including, but not limited to, market demand, the effect of
economic conditions, the result of financing efforts and other risks detailed
in Premier's Securities and Exchange Commission filings.
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Contact: Lissa Perlman, John Pekarsky, Eric Berman Ed Adler
Kakst and Company, for Premier Parks Time Warner
(212) 521-4800 (212) 484-6630
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