***Out-of-Home Entertainment

Premier Parks Agrees to buy Six Flags
(February 9)

Premier Parks Inc. has entered into a 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. Under the terms of the
agreement, Premier will acquire 100% 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% 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. This agreement gives
Premier the exclusive theme park rights in the U.S.
and Canada for 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.

Premier's purchase of Six Flags would 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 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
six parks of Walibi S.A. in Belgium, The Netherlands
and France. Walibi's 1997 attendance was
approximately 3.5 million, with U.S. $70 million in
revenue. The transaction is expected to close in
March. This provides Premier an excellent entry into
the growing European theme park market.

timewarner.com


Wave Issue 9739 3/18/98 Article 1-01