Announcement • Oct 07
Falcon's Beyond Global, LLC completed the acquisition of FAST Acquisition Corp. II (NYSE:FZT) from a group of shareholders in a reverse merger transaction.
Falcon's Beyond Global, LLC executed a term sheet to acquire FAST Acquisition Corp. II (NYSE:FZT) from a group of shareholders in a reverse merger transaction on April 21, 2022. Falcon's Beyond Global, LLC entered into a definitive agreement to acquire FAST Acquisition Corp. II (NYSE:FZT) from a group of shareholders for $1.3 billion in a reverse merger transaction on July 11, 2022. The transaction values FAST II at a pro forma enterprise value of approximately $1 billion. To provide meaningful downside protection to support the transaction, 50% of the position of each non-redeeming stockholder of FAST II’s will automatically convert into convertible preferred equity with an 8% dividend and $11.00 conversion price, and 20% of the founder shares held by FAST II’s sponsor are being forfeited. Under the terms of agreement, the business combination will be effected in two steps: (a) Acquiror will merge with and into Pubco (the “SPAC Merger”), with Pubco surviving as the sole owner of Merger Sub (sometimes referred to as the “Surviving Corporation”), followed by a contribution by Pubco of all of its cash to Merger Sub to effectuate the “UP-C” structure; and (b) on the date immediately following the SPAC Merger, Merger Sub will merge with and into Falcon (the “Acquisition Merger,” and collectively with the SPAC Merger, the “Mergers”), with Falcon as the surviving entity of such merger. Following the consummation of the transactions contemplated by the Merger Agreement (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), the direct interests in Falcon will be held by Pubco and the holders of common units of Falcon (the “Falcon Units”) outstanding as of immediately prior to the Mergers. As of February 3, 2023, Falcon's Beyond Global entered into a revised merger agreement, Under the terms of the amended agreement, Falcon’s Beyond’s approximately $1.0 billion valuation will be comprised of (1) the pro forma enterprise value of $620 million at the closing of the transaction, and (2) $400 million of consideration tied to positive business performance post-closing. 1 The total valuation under the revised structure is consistent with the approximately $1.0 billion total valuation included in the Merger Agreement entered into on July 11, 2022. In addition to existing 40 million earnout shares tied to stock price appreciation, 40 million shares are now tied to achieving 2023 and 2024 financial targets. Furthermore, approximately 77% of the promote shares held by FAST II’s sponsor are now contingent upon the amount of capital delivered at closing, post-closing stock price performance or achievement of 2023 and 2024 financial performance. The parties also agreed to extend the outside date of the transaction to September 30, 2023. On January 31, 2023, SPAC, the Company, Pubco and Merger Sub entered into that certain Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”), which amended and restated the Original Merger Agreement in its entirety to, among other things, provide for the following: Changes to Acquisition Merger Consideration: The number of shares of Pubco Class B Common Stock and New Company Units to be issued in exchange for current Company Units (excluding Company Financing Units) in the Acquisition Merger has been reduced from 88,653,263 to 48,587,077. EBITDA and Revenue Earnouts: In addition to the 40 million Seller Earnout Shares earned based on the Pubco Common Share Price provided for in the Original Merger Agreement, the holders of Company Units immediately before the Closing (other than the holders of Company Financing Units in their capacity as holders of Company Financing Units) will now be entitled to receive a pro rata portion of a total of up to 40 million additional Seller Earnout Shares based on Pubco’s achievement of specified EBITDA and revenue targets in 2023 and 2024. Up to 2% of the 80 million Seller Earnout Shares will be allocated to each of FAST Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and Jefferies LLC if they are earned. Concurrently with the execution of the definitive business combination agreement by Falcon’s Beyond and FAST II, Falcon’s Beyond entered into a subscription agreement with Katmandu Collections, LLLP for a $60 million private placement. Upon the closing of the transaction, the new combined company will be named “Falcon’s Beyond Global, Inc.” and is expected to be listed on Nasdaq under the ticker symbol “FBYD.” The company shall be led by Scott Demerau as Executive Chairman and Cecil D. Magpuri as Chief Executive Officer. Upon termination of the Merger Agreement, in certain circumstances, Falcon will pay to the Company a termination fee equal to (i) $12,500,000 if the Company’s redeemed public share percentage is less than 90% or is unknown or (ii) $6,250,000 if the Company’s redeemed public share percentage is known and is equal to or greater than 90%.
The transaction is subject to customary closing conditions, including the approval of the stockholders of FAST II, the expiration or termination of the waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and Falcon's Beyond having at least $5,000,001 of net tangible assets. The Boards of Directors of Falcon’s Beyond and FAST II have each unanimously approved this transaction. As of March 3, 2023, FAST Acquisition’s shareholders have approved the extension for FAST II with additional time to complete its previously announced proposed business combination (the “Proposed Business Combination”) with Falcon’s Beyond Global LLC. In connection with the Extension, 15,098,178 shares of the Company’s issued and outstanding Class A common stock were redeemed for cash at a redemption price of approximately $10.1498 per share, for an aggregate redemption amount of approximately $153.24 million. In connection with the initial extension of the date by which the Company must consummate a business combination to June 18, 2023, the Company caused $750,000, or approximately $0.1051 per share of the Company’s Class A common stock outstanding after giving effect to the redemptions, to be deposited in the Company’s trust account. As of March 10, 2023, Fast Acquisition Corp. II made an amendment to its charter to extend the date by which the Company must consummate an initial business combination from March 18, 2023 to June 18, 2023, and to allow the Company, without another stockholder vote, by resolution of the Company’s board, to elect to further extend this date in one-month increments, up to four additional times, for a total potential extension of up to seven months (the “Extension”). The transaction is expected to close in either the second half of 2022 or the first quarter of 2023. Falcon’s Beyond expects to receive up to $282 million of gross cash proceeds through the transaction. On September 15, 2023 U.S. Securities and Exchange Commission declared Registration Statement as effective the on Form S-4. As on September 25, 2023, FAST II reminded stockholders to vote “FOR” the business combination with Falcon’s Beyond Global, LLC at the special meeting of stockholders scheduled for September 26, 2023. The closing of FAST II’s business combination transaction with Falcon’s Beyond is subject to final stockholder approval at the Special Meeting and satisfaction of other customary closing conditions.
Guggenheim Securities, LLC is serving as financial advisor to Falcon’s Beyond. Jefferies LLC is serving as lead financial advisor and capital markets advisor to FAST II. Matthew Kautz, Joel L. Rubinstein, Jonathan P. Rochwarger, Marie Elena Angulo, Amanda Maki, Scott Fryman and James Hu of White & Case LLP serving as legal advisors to Falcon’s Beyond. Stefan G. dePozsgay, Evan M. D’Amico, dePozsgay, Stefan G. and Andrew Fabens of Gibson, Dunn & Crutcher LLP serving as legal advisors to FAST II. Paul Hastings LLP is serving as legal advisor to Jefferies.
Falcon's Beyond Global, LLC completed the acquisition of FAST Acquisition Corp. II (NYSE:FZT) from a group of shareholders in a reverse merger transaction on October 5, 2023.