Oklahoma Firefighters Pension & Retirement System v. Six Flags Entertainment Corporation

This is a securities class action filed on behalf of purchasers of publicly traded common stock of Six Flags Entertainment Corporation (“Six Flags” or the “Company”) between April 24, 2018 and February 19, 2020, inclusive (the “Class Period”). The case alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against Six Flags and certain of the Company’s former senior executives (collectively, “Defendants”).

Plaintiffs Have Reached a Proposed Settlement of the Action for $40 Million

Lead Plaintiff Oklahoma Firefighters Pension and Retirement System (“Oklahoma Firefighters”) and additional Named Plaintiff Key West Police & Fire Pension Fund (“Key West,” and collectively, “Plaintiffs”), on behalf of themselves and the Settlement Class, have reached a proposed settlement of the Action for $40,000,000 in cash that, if approved, will resolve the Action (the “Settlement”).

If you are a member of the Settlement Class, your rights will be affected and you may be eligible for a payment from the Settlement. The Settlement Class consists of:

all persons and entities who purchased publicly traded common stock of Six Flags between April 24, 2018 and February 19, 2020, inclusive (the “Class Period”), and who were damaged thereby.

Certain persons and entities are excluded from the Settlement Class by definition (see paragraph 25 of the Notice) or may request exclusion pursuant to the instructions set forth in the Notice (see paragraph 53 of the Notice).

Please read the Notice to fully understand your rights and options.  Copies of the Notice and Claim Form can be found in the Case Documents list on the right of this page. You may also visit the case website, www.SixFlagsSecuritiesLitigation.com, for more information about the Settlement. 

To be eligible to receive a payment under the proposed Settlement, you must submit a Claim Form postmarked (if mailed) or submitted on-line by no later than February 4, 2025.

Payments to eligible claimants will be made only if the Court approves the Settlement and a plan of allocation, and only after any appeals are resolved, and after the completion of all claims processing.  Please be patient, as this process will take some time to complete.

IMPORTANT DATES AND DEADLINES

February 4, 2025	Claim Filing Deadline.  Claim Forms must be postmarked (if mailed) or submitted on-line no later than February 4, 2025.
January 7, 2025	Exclusion Deadline.  To exclude yourself from the Settlement Class, you must submit a written request for exclusion so that it is received no later than January 7, 2025, in accordance with the instructions in the Notice.
January 7, 2025	Objection Deadline.  Any objections to the proposed Settlement, the proposed Plan of Allocation, or the motion for attorneys’ fees and expenses, must be submitted so they are received no later than January 7, 2025, in accordance with the instructions in the Notice.
January 28, 2025 at 9:00 a.m.	Settlement Hearing.  The Settlement Hearing will be held on January 28, 2025 at 9:00 a.m., before the Honorable Mark T. Pittman of the United States District Court for the Northern District of Texas, in the Fourth Floor Courtroom of the Eldon B. Mahon United States Courthouse, located at 501 W. 10th Street, Fort Worth, Texas, 76102-3673. The Settlement Hearing will be held by the Court to consider, among other things, whether the proposed Settlement is fair, reasonable, and adequate and should be approved; whether the proposed Plan of Allocation is fair and reasonable and should be approved; and whether Lead Counsel’s motion for attorneys’ fees and expenses should be approved.

Background and History of the Litigation

The complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and growth prospects related to its agreements with Riverside Investment Group Co. Ltd. (“Riverside”) to develop parks in China. Plaintiffs allege that, as development of those parks began to face delays, Defendants misled investors by downplaying the problems as “short-term” and “not material in the context of the long-term opportunity.” Defendants also assured investors that Riverside was “work[ing] through” the macroeconomic issues in China and that Riverside was in “great shape” financially. In truth, Riverside was in severe financial distress and did not have the resources to timely complete its projects with Six Flags.

Plaintiffs allege that as a result of Defendants’ misrepresentations, shares of Six Flags’ common stock traded at artificially inflated prices throughout the Class Period, and that the truth emerged through a series of disclosures, beginning on February 14, 2019, when Six Flags announced a negative $15 million revenue adjustment for the fourth quarter of 2018 due to delays in the expected opening dates of some of its China parks, which the Company falsely blamed on macroeconomic issues in China.

Then, on October 23, 2019, Six Flags again postponed the timing of its park openings in China, stating “it’s unrealistic to think it’s going to be exactly as we’ve outlined.”

On January 10, 2020, the Company disclosed that the development of its Six Flags-branded parks in China continued to encounter challenges and had not progressed as expected, placing the future of its China parks in jeopardy. The Company also revealed that Riverside continued to face significant financial challenges, which caused Riverside to default on its payment obligations to Six Flags. Following these disclosures, the price of Six Flags common stock declined precipitously.

Finally, on February 20, 2020, the Company revealed that it had terminated its development agreements with Riverside because Riverside had defaulted on its payment obligations to the Company during 2019. The Company also stated that it is unlikely that Six Flags would recognize any revenue or income from the development of its Six Flags-branded parks in China, and provided a dismal earnings outlook for 2020, driven by significantly lower revenue contribution from Six Flags’ international development agreements. Thereafter, the price of Six Flags’ common stock again dropped significantly.

On May 8, 2020, the Honorable Judge Mark Pittman appointed Bernstein Litowitz lead counsel, representing lead plaintiffs Oklahoma Firefighters Pension and Retirement System and Electrical Workers Pension Fund, Local 103, I.B.E.W. On July 2, 2020, Lead Plaintiff filed their amended complaint. On March 3, 2021, the Court granted Defendants’ motion to dismiss. On March 31, 2021, Lead Plaintiffs moved to set aside the judgment and for leave to amend the complaint. On July 26, 2021, the Court denied Lead Plaintiffs’ motion.

On August 25, 2021, Lead Plaintiff Oklahoma Firefighters Pension and Retirement System filed a notice of appeal to the Court of Appeals for the Fifth Circuit. The appeal was fully briefed on December 14, 2021 and oral argument was heard on March 7, 2022. On January 18, 2023, the Fifth Circuit reversed and remanded the District Court’s dismissal and reinstated nearly all of Plaintiffs claims.

On April 18, 2023, Oklahoma Firefighters moved to amend the Complaint and add Key West Police & Fire Pension Fund as an additional named plaintiff to obviate certain objections to class certification. On May 2, 2023, Defendants filed an opposition to the motion to amend and moved for a judgment on the pleadings, arguing that Oklahoma Firefighters lacked standing, and moved for a stay of discovery under the PSLRA. The next day the Court granted Defendants’ motion to stay discovery and ordered Plaintiffs to respond to the motion for judgment on the pleadings in one week. On May 10, 2023 Oklahoma Firefighters filed its opposition brief and Key West moved to intervene. On May 16, 2023 Defendants filed their reply in support of their motion for judgment on the pleadings and opposed Key West’s motion to intervene. On May 24, 2023, Key West filed a reply in support of its motion to intervene.

On June 2, 2023, the Court issued an Opinion and Order granting Defendants’ motion for judgment on the pleadings, holding that Oklahoma Firefighters did not have standing and could not amend the complaint, and Key West could not intervene. That same day, the Court entered a final judgment dismissing the case with prejudice. Oklahoma Firefighters and Key West filed a notice of appeal on June 30, 2023 and briefing was completed on December 4, 2023. The Parties conducted oral argument on the appeal on March 4, 2024. On April 18, 2024, the Fifth Circuit reversed the Court’s June 2, 2023 Order and allowed Key West to intervene.

The Action was remanded to the Court on May 10, 2024. On May 22, 2024, the Court referred the case to mediation and appointed the Honorable David L. Evans as mediator. The Parties appeared for a scheduling conference on May 23, 2024, and submitted a joint Fed. R. Civ. P. 26(f) statement on May 30, 2024. On May 31, 2024, the Court issued a scheduling order, which required, among other things, the Parties to mediate before the Hon. David L. Evans. The mediation was scheduled for August 20, 2024. In the interim, the Parties re-commenced discovery.

Plaintiffs filed a motion to amend the complaint on July 29, 2024 to specify the remaining alleged false and misleading statements, and the reasons why they alleged those statements were false and misleading, following Fifth Circuit’s rulings in this matter. The Court granted the motion on July 29, 2024, and Plaintiffs filed the operative Second Amended Complaint (the “Complaint”) that same day.

Lead Counsel and Defendants’ Counsel commenced settlement discussions in advance of the August 20, 2024 mediation.

On August 16, 2024, the Parties’ negotiations culminated in an agreement-in-principle to settle and release all claims against Defendants in the Action in return for payment by Six Flags of $40,000,000 in cash. On September 3, 2024, the Parties entered into the Stipulation and Agreement of Settlement, setting forth the full terms of the Settlement.

On September 23, 2024, the Court preliminarily approved the Settlement, authorized this Notice to be disseminated to potential Settlement Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement for January 28, 2025.