FAST Acquisition Corp. II (FZT) Closes Falcon’s Beyond Deal

FAST Acquisition Corp. II (NYSE:FZT) has closed its combination with hospitality company Falcon’s Beyond and the combined company’s shares, preferred stock and warrants are expected to begin trading on the Nasdaq later today under the symbols “FBYD”, “FBYDP” and “FBYDW”.

Falcon’s Beyond is to receive about $100 million in gross proceeds through the deal and the parties have not yet released a breakdown of this total. But, the deal included a $60 million PIPE from existing Falcon’s Beyond investor Kathmandu, $20 million of which was funded upfront, pre-close.

The final proceeds would seem to force an adjustment to FAST II’s final promote holdings, as a result of a re-strike of the deal the two sides agreed upon in February.

This amendment set FAST II’s final promote at a range of 1,250,000 to 4,446,738 Class B shares reduced proportionately to the extent that proceeds fell below $222,336,870. The sponsor would have also been compelled to forfeit 2,148,913 (50%) of its private placement warrants if proceeds fall below $50 million, but it appears to have dodged this clause.

In return, Falcon’s Beyond’s enterprise value at close was revised down from $1 billion to $620 million, with $400 million in value shifted to a 40,000,000-share earnout linked to EBITDA and revenue targets in 2023 and 2024.

In its announcement materials, Falcon’s Beyond projected the three resorts set to be operated via the Melia JV in Punta Cana, Tenerife and Playa del Carmen to generate $305 million in revenue per year and $147 million in EBITDA.

FAST II and Falcon’s Beyond initially announced their combination in July 2022. The Orlando, Florida-based company is an experiential entertainment developer focused on themed resorts and attractions using both proprietary and partnered intellectual property (IP).

Through a 50-50 joint venture with Melia Hotels International, the company expects to operate four destination resorts with about 1,900 hotel rooms by the end of 2024. That joint venture already launched a theme park in Mallorca, Spain in 2007 that averaged about 240,000 visitors per year before the pandemic.

Last month, Falcon’s Beyond announced a new joint venture with Hong Kong’s K11 Group to launch new attractions in China with its “Vquarium” site set to open in 2025.