공고 • Dec 11
Fertitta Entertainment, Inc. cancelled the acquisition of FAST Acquisition Corp. in a reverse merger transaction.
Fertitta Entertainment, Inc. entered into a definitive merger agreement to acquire FAST Acquisition Corp. in a reverse merger transaction for approximately $2 billion on February 1, 2021. On June 30, 2021, Fertitta Entertainment and FAST Acquisition entered into an amendment in agreement and increased the number of shares of Class A common stock of resulting issuer to be issued to the sole stockholder of Fertitta Entertainment such that the value of the aggregate consideration to be received by the sole stockholder increased from approximately $1.97 billion to approximately $3.84 billion in consideration. Merger Agreement will result in Fertitta Entertainment becoming a publicly listed company. Tilman Fertitta will also be Fertitta Entertainment's largest shareholder with an approximately 60% interest in Fertitta Entertainment and stock valued upon the closing of the transaction in excess of $2 billion, the FAST sponsors are expected to own 1% of Fertitta Entertainment, PIPE participants are expected to own 35% of Fertitta Entertainment, and the remaining public stockholders are expected to own 4% of Fertitta Entertainment. The resulting issuer will change its jurisdiction of incorporation to Texas. As of June 30, 2021, the parties entered into an amendment, pursuant to which, Fertitta has agreed to contribute certain operating businesses not originally included as part of the business combination. Businesses that will now be contributed include the Mastro's brand, the Aquariums, the Pleasure Pier, Vic and Anthony's, and a handful of smaller restaurant concepts, adding a total of 42 incremental, high-quality business assets. In connection with the amendment, Tilman J. Fertitta, Fertitta Entertainment's owner, will receive additional equity in the NYSE public company which will increase his total equity stake post -closing of the transaction to approximately 72%.The transaction will require the approval of the stockholders of FAST and is subject to other customary closing conditions, including the receipt of certain regulatory, antitrust approval and gaming approvals. The transaction is also subject to effectiveness of the Registration Statement and listing of New FEI’s Class A common stock to be issued in the Business Combination on the New York Stock Exchange.
The boards of directors of each of FAST and Fertitta have unanimously approved the transaction. The boards of directors of each of FAST and Fertitta have unanimously approved the amended transaction. As of June 30, 2021, the boards of directors of each of FAST and Fertitta have unanimously approved the amended transaction. As of December 1, 2021, FAST Acquisition Corp. announced that the purported notice to terminate the transaction is invalid, unenforceable, of no legal force and effect and is hereby rejected. The S-4 registration statement was declared effective on November 24, 2021. The transaction is expected to close in the second quarter of 2021. As of June 30, 2021, transaction is expected to close in the fourth quarter of 2021. Marc D. Jaffe, Ian D. Schuman, Ryan J. Maierson, Nick S. Dhesi, Ryan deFord, Lisa Watts, David Raab, William Kessler, Adam Kestenbaum of Latham & Watkins LLP is acting as legal advisor to Fertitta, and Jefferies LLC is acting as financial advisor and capital markets advisor to Fertitta. Jefferies LLC acted as lead placement agent on the PIPE. Scott Landau, Andrew White, Becky Troutman, Robert Heller, Neely Agin, Chip Gage, Carol Anne Huff, Eleni Kouimelis, Bradley Vaiana and Jason Osborn of Winston & Strawn LLP and Ken Barry, Colin Harley, Lindsey Canning, Nicholas Greenacre Tim Hickman, Joel L. Rubinstein and Will Smith of White & Case LLP are acting as legal advisors to FAST. Citigroup Global Markets Inc. is acting as sole financial advisor to FAST, and Citigroup Global Markets Inc. and UBS Investment Bank are jointly acting as capital markets advisor to FAST. Goodwin Procter LLP and Ann Beth Stebbins, Victor Hollender, Alec Jarvis and Paul Schnell of Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal advisors to Jefferies LLC. Morrow & Co., LLC acted as information agent to FAST and will receive a fee of $25,000 for its services.
Fertitta Entertainment, Inc. cancelled the acquisition of FAST Acquisition Corp. in a reverse merger transaction on December 9, 2021. Both Fertitta Entertainment and FAST have simultaneously terminated the agreement after a settlement was reached regarding the disagreement over the termination date in the agreement. The settlement provides FAST and its shareholders up to $33 million through a combination of upfront and deferred payments, part of which is contingent on whether FAST ultimately effectuates a business combination transaction. The settlement includes a payment to the SPAC which will be used to cover expenses associated with the terminated transaction as well as a replenishment of the SPAC’s working capital account. FAST intends to continue to seek a business combination with another operating company. Jonathan K. Youngwood, Stephen P. Blake and Karen M. Porter of Simpson Thacher & Bartlett LLP acted as legal advisor to FAST Acquisition Corp.