Customers are socially distanced on rides like the Wonder Woman: Lasso of Truth at Six Flags Great Adventure in Jackson, New Jersey.
Kenneth Kiesnoski/CNBC
Percentage Ownership: about 3.0%
Average Cost: n/a
Activist Commentary: Land & Buildings is a real estate focused long-short hedge fund that will try to engage with management on a friendly basis when it sees deep value. It invests in deeply discounted real estate in the public markets and select corporate engagements. The firm’s positions are often under the 5% 13D reporting threshold. It’s prepared to nominate directors and has received board seats at American Campus Communities, Brookdale Senior Living, Felcor Lodging Trust, Life Storage, Macerich, Mack-Cali (now Veris Residential) and Taubman Centers.
On Dec. 21, Land & Buildings issued a presentation detailing a potential operational and strategic turnaround of Six Flags Entertainment, which includes monetizing the company’s real estate assets and considering a sale-leaseback.
Land & Buildings (“L&B”) is a real estate focused investor, and this is primarily a real estate play. The firm is suggesting that Six Flags separate its real estate holdings, which L&B believes are worth more than the current enterprise value of the company. L&B has extensive knowledge and experience in this area. In 2015, the hedge fund commenced an activist campaign at MGM Resorts International, which ultimately led to the formation of an MGM real estate investment trust acquired by VICI Properties and significant margin enhancement at the operating company. Recent private transaction comps for gaming real estate, as well as public gaming REIT valuations, point to a 6% to 7% cap rate and mid-teens multiple for assets like theme parks. L&B believes there would be many interested acquirers.
In its analysis, L&B assumes a 7.25% cap rate and a $2.8 billion value for the real estate. A sale-leaseback of the real estate could decrease earnings before interest, taxes, depreciation and amortization from $520 million to $315 million and assuming a 7x EBITDA multiple (SIX’s current multiple is 8x), the operating company would have a $2.2 billion enterprise value. With $2.8 billion in cash and $2.4 billion in debt, that would equate to a $2.6 billion asset value or market cap. With 83 million shares outstanding, that would equal a $31.32 share price, or a 34% upside to Six Flags’ current stock price (47% upside from the company’s unaffected stock price prior to the L&B plan being made public). L&B performed the same analysis on 2024/2025 EBITDA goals, which led to a $6.8 billion value and a 150% upside. Moreover, the hedge fund’s analysis assumes the $2.8 billion stays on the company’s balance sheet. If it is used to buy back shares around where they are trading now,, the return would even be greater.
L&B believes that a sale of Six Flags’ real estate would allow the company to increase share buybacks, reinstate its dividend (which was eliminated at the beginning of the Covid pandemic) and pay down debt. Moreover, this is a shareholder base with many like-minded investors (HG Vora, H Partners, Long Pond Capital) and a relatively new CEO (November 2021) who may be amenable to a plan like this.
Getting a plan like this done would give the CEO a lot of time and capital (both real and figurative) to do what really needs to be done – fix the operational issues. When Selim Bassoul was appointed as Six Flags’ CEO in November 2021, he embarked on a strategy of trying to enhance the guest experience and create a more profitable, higher margin business by migrating to a more affluent, family-oriented customer base. This new strategy, which included getting rid of several customer perks, led to a significant drop in attendance, alienation of many current customers and subsequent price underperformance to peers. However, the jury is still out on whether it is working. If it results in a higher attendance at higher prices in 2023, then it worked and nothing will need to be done operationally. However, if attendance continues to lag through 2023, Bassoul may have to start giving back many of the perks he had taken away, such as modified dining passes. He may even have to consider lowering prices to their prior levels. Without stabilizing operations, the real estate strategy can only create so much shareholder value. However, optimizing attendance and stabilizing operations will magnify any value created by the real estate strategy.
We would expect that Land & Buildings would want to have some sort of board representation to help with this strategy. Frankly, Six Flags should want the firm’s help if they choose to monetize the real estate. So, it would not be surprising to see an amicable settlement for a board seat or two. However, the director nomination window is between Jan. 11, 2023 and Feb. 10, 2023. If there is no settlement by then, L&B is almost certain to nominate directors, even if it is just to preserve the firm’s rights while it continues to talk with management. Should this go to a proxy fight, the like-minded investors mentioned above — H Partners (13.5%), HG Vora (4.2%) and Long Pond Capital (5.7%) — could be potential supporters of L&B.
Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and he is the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments. Squire is also the creator of the AESG™ investment category, an activist investment style focused on improving ESG practices of portfolio companies.
