FAST Acquisition Corporation

FAST Acquisition Corporation

Oct 19, 2020 by Roman Developer

SUBSEQUENT EVENT – 8/17/22 – LINK

  • Special Opportunities Fund, Inc. (NYSE: SPE) today announced that the parties to litigation over the dissolution of FAST Acquisition Corp. (NYSE: FST) have reached an agreement to prevent the distribution of the Company’s net assets to Class B shares until the Court rules on whether they must be equitably distributed to all stockholders.
    • Under the agreement, the Class A shares will be redeemed promptly after August 25, 2022 and the winding up and dissolution of the Company will proceed. However, unless prior notice is given to SPE, the Company is limited to paying only the following approximate amounts:
      • (a) $4.5 million in taxes
      • (b) $1 million to reimburse a working capital loan
      • (c) $3 million in professional fees previously incurred
      • (d) $1 million for defense costs in connection with the litigation
      • (e) expenses incurred to enforce the Termination and Settlement Agreement with Fertitta Entertainment, Inc., if necessary.

The below-announced combination was terminated on 12/10/21.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: Fertitta Entertainment, Inc. [TERMINATED on 12/10/21 – LINK]

ENTERPRISE VALUE: $6.6 billion
ANTICIPATED SYMBOL: FTE

SUBSEQUENT EVENT – 8-K LINK 12/10/21

  • On December 9, 2021, Fertitta Entertainment, Inc. (“FEI”), FAST Acquisition Corp. (the “Company”), FAST Merger Corp. (“SPAC Newco”), FAST Merger Sub Inc. (“Merger Sub”), and FAST Sponsor, LLC (“Sponsor”) entered into a Termination and Settlement Agreement (the “Settlement Agreement”), pursuant to which the parties agreed to mutually terminate the Merger Agreement as of December 9, 2021 and fully and finally resolved all disputes that have arisen between them relating to FEI’s purported termination of that certain Agreement and Plan of Merger, dated as of February 1, 2021 (as amended, the “Merger Agreement”) between the Company, FEI and the other parties thereto.
  • The Settlement Agreement mutually terminates the Merger Agreement as of December 9, 2021. By virtue of the termination of the Merger Agreement, the PIPE Subscription Agreements and all other Ancillary Agreements (as defined in the Merger Agreement) terminate in accordance with their terms.
  • The Settlement Agreement provides for both immediate and deferred payments from FEI to the Company. FEI will pay $6,000,000.00 to the Company within three business days and will further loan $1,000,000.00 to the Company within five business days.
  • FEI will further pay to the Company either:
    • (i) $10,000,000.00 in the event that the Company consummates an initial business combination
    • (ii) $26,000,000.00 if the Company does not consummate an initial business combination and determines to redeem its public shares and liquidate and dissolve.

SUBSEQUENT EVENT – 8-K LINK 12/2/21

  • On December 1, 2021, the Company received a notice from FEI that purported to terminate the Merger Agreement pursuant to Section 9.01(a) thereof (the “Purported Termination Notice”), which provides that the Merger Agreement may be terminated by either the Company or FEI if the closing of the Business Combination (the “Closing”) has not occurred by December 1, 2021 (the “Termination Date”), provided that such right to terminate is not available to any party whose action or failure to fulfill any obligation under the Merger Agreement was the primary cause of such failure of the Closing to occur on or prior to such date. 
  • On December 1, 2021, the Company sent a letter to FEI in response to the Purported Termination Notice stating, among other things, that FEI is not permitted to terminate the Merger Agreement pursuant to Section 9.01(a) because FEI’s actions and failures to fulfill its obligations under the Merger Agreement, including, without limitation, FEI’s failure to deliver the financial statements required by Section 7.01(a) of the Merger Agreement no later than March 31, 2021, are unquestionably the primary cause of the failure of the Closing to occur by the Termination Date, and, as such, FEI continues to be bound to its obligations under the Merger Agreement in all respects.
  • The Company further stated that it intends to take all necessary steps to protect itself and its investors.
    • The letter is being provided in response to the Purported Notice. Florida is not permitted to terminate the Merger Agreement pursuant to Section 9.01(a) because “the right to terminate this Agreement under this Section 9.01(a) shall not be available to any party hereto whose action or failure to fulfill any obligation under this Agreement or the Separation Agreement shall have been the primary cause of the failure of the Closing to occur on or prior to such date”.
    • Florida’s actions and failures to fulfill its obligations under the Merger Agreement, including, without limitation, Florida’s failure to deliver the financial statements required by Section 7.01(a) of the Merger Agreement until July 2021, despite being required to provide them no later than March 31, 2021, are unquestionably the primary cause of the failure of the Closing to occur by the Termination Date.

SUBSEQUENT EVENTS JULY 1, 2021

On July 1st, FAST, a special purpose acquisition company co-headed by Doug Jacob and Sandy Beall, announced today that they have entered into an amendment (Amendment No. 1) to their previously announced Agreement and Plan of Merger entered into between the parties on February 1, 2021

HIGHLIGHTS:

  • The amended transaction implies an enterprise valuation for Golden Nugget/Landry’s of approximately $8.6 billion.
  • Increase the number of shares of Class A common stock of New FEI to be issued to the sole stockholder of FEI 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 for the inclusion of certain high quality assets to New FEI including Mastro’s, Catch and Vic & Anthony’s restaurants; Cadillac Bar and Fish Tales casual concepts; and certain specialty entertainment assets including Fisherman’s Wharf and Pleasure Pier in Galveston and three aquariums.
  • Provide that the shares of Class B Units of Golden Nugget Online Gaming, Inc. (“GNOG”) issued in connection with the $2.2 million contribution made by LF LLC (a subsidiary of FEI) on March 31, 2021 and any additional shares acquired by LF LLC prior to the closing of the Business Combination as a result of contractually required contributions will be included as part of the transaction.
  • To extend the “Termination Date” under the Merger Agreement from November 1, 2021 to December 1, 2021.

FAST Acquisition Corporation proposes to combine with Fertitta Entertainment, Inc., the parent company of Golden Nugget/Landry’s (“Fertitta” or the “Company”), a leader in the gaming, restaurant, hospitality and entertainment industry.  In addition, the transaction will include voting control and ownership by the Company of approximately 31 million shares or nearly half of all outstanding shares in Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) (“GNOG”).

Tilman Fertitta, sole owner of Fertitta, will continue to lead the Golden Nugget/Landry’s empire and serve as the Chairman, President and CEO of the Company. Mr. Fertitta will also be the Company’s largest shareholder with an approximately 60% interest in the Company and stock valued upon the closing of the transaction in excess of $2 billion dollars. No other changes to management are anticipated as the existing Golden Nugget/Landry’s management team will continue to lead the Company.

Investment Highlights from Press Release

  • Large, Diversified Hospitality Business
    • Five Golden Nugget branded land based casinos in diversified markets across the United States
    • Over 500 outlets concentrated in high volume Upscale and Specialty concepts
    • Controlling stake in Golden Nugget Online Gaming, an award winning online gaming platform rapidly expanding into new markets
  • Best in Class Operator
    • Achieved over 41% land-based casino Adjusted EBITDA margins in Q3 2020, a nearly 10% increase over Q3 2019 despite limited capacity due to COVID-19 restrictions
    • Industry leading unit level Sales and EBITDA per restaurant, at $5.7mm and $1mm respectively
    • Achieved profitability in New Jersey online gaming for the past five years, despite increasing competition
    • iGaming North America Operator of the year for 4 consecutive years
  • Proven Track Record of High ROI Growth through Acquisitions and Operational Improvements
    • Executed over 25 acquisitions, including 6 public companies, for over $3 billion in its history
    • Achieved approximately 15% ROI on all casino acquisitions, including over 400% on its acquisition of its Atlantic City property
    • Grew unit level EBITDA from $208mm in 2010 to $741mm in 2019 as a private company
  • Significant Post-COVID Growth Opportunity
    • Accelerated legalization and expansion of online and land-based gaming
    • Significant restaurant closings reduces competition and drives incremental customer visits
    • Additional potential acquisition opportunities given financial distress caused by pandemic related closures
  • Strong Balance Sheet and Free Cash Flow Profile
    • 100% of transaction proceeds after fees will be used for general corporate purposes and debt repayment
    • Enhanced EBITDA margin profile from operational improvements implemented through the pandemic
    • 50%+ expected free cash flow conversion from up-to-date properties requiring limited capital expenditures
    • Ability to more efficiently raise capital going forward as a result of enhanced access to public markets
  • Seasoned Management Team and Significant Ownership Alignment
    • Company lead by founder, Tilman Fertitta, since 1986
    • Core management team has worked at the Company for over 20 years
    • Existing ownership is not selling any shares as part of this transaction
  • Market and innovation leader
    • Loyalty program used to cross promote casinos and restaurants
    • First to bring Live Dealer and Live Casino Floor to the online US marketplace
  • Serving large, high growth and resilient markets
    • Large collection of waterfront properties
    • Iconic locations, including Disney, Universal, Las Vegas, Time Square, San Antonio Riverwalk
    • High concentration of locations across the south
  • Multiple growth drivers
    • Proven track-record of growth through acquisitions with margin improvement
    • Approximately 50% ownership in GNOG
    • International expansion via licensing of brands
    • Organic growth of existing restaurant brands

TRANSACTION

The transaction implies an enterprise valuation for Golden Nugget/Landry’s of approximately $6.6 billion, or 9.25x projected 2022 pro forma Adjusted EBITDA of $648 million, including the value of the GNOG equity to be contributed to the Company, based on an assumed per share trading price of approximately $18 for GNOG shares, which will be subject to adjustment based on the 60 day average price of the stock before closing.

Estimated cash proceeds from the transaction are expected to consist of FAST’s $200 million of cash in trust, assuming no redemptions.

In addition, institutional shareholders have committed to invest approximately $1.2 billion in the form of a PIPE at a price of $10.00 per share of common stock of FAST immediately prior to the closing of the transaction.

The value of the aggregate consideration will change between now and the Closing based on:

  • (i) the difference between the net debt of FEI at the Closing and the current target net debt of $4.6 billion and
  • (ii)
    • (x) the difference between the 60-day average closing stock price of a share of Golden Nugget Online Gaming, Inc. (“GNOG”) as of the day prior to the Closing and $18.46, the closing stock price of GNOG January 28, 2021, multiplied by
    • (y) 31,350,625 (subject to adjustment by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any other similar event between the date of the Merger Agreement and the Closing).

In addition, in connection with the Business Combination, FEI will complete an internal reorganization and spin out certain assets which are not intended to be part of the Business Combination (the “Restructuring”).

FAST transaction overview


PIPE

  • The Company entered into subscription agreements with certain institutional investors, including , Jefferies LLC (with respect to 2,500,000 shares of Class A common stock) and Tilman Fertitta (with respect to 5,606,656 shares of Class A common stock), pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the Closing, an aggregate of 124,000,000 shares of its Class A common stock for $10.00 per share, including 48,970,200 shares of Class A common stock to be issued upon the surrender of $ $489,702,000 aggregate principal amount of indebtedness of FEI at Closing.

SPONSOR FORFEITURE

  • The Sponsor shall surrender and forfeit for no consideration, 2,000,000 Founder Shares (the “Forfeited Securities”) and that from and after such time the Forfeited Securities shall be deemed to be cancelled and no longer outstanding.

NOTABLE CONDITION TO CLOSING

  • SPAC shall have at least five million one dollars ($5,000,001) at the Effective Time, and for the avoidance of doubt, after giving effect to other payments, of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after giving effect to all required payments to the Redeeming Stockholders.

NOTABLE CONDITION TO TERMINATION

  • If the Closing shall not have occurred by the date that is nine (9) months after the date hereof (the “Termination Date”) (approx. Nov. 1, 2021)
  • Material Adverse effect – any earthquake, hurricane, tsunami, tornado, flood, mudslide, wildfire or other natural disaster, epidemic, disease outbreak, pandemic (including the COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof or related health condition)), weather condition, explosion fire, act of God or other force majeure event
  • Material Adverse effect – any national or international political or social conditions in countries in which, or in the proximate geographic region of which, Florida operates, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack (including any internet or “cyber” attack or hacking) upon the United States or such other country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel

ADVISORS

  • Latham & Watkins LLP is acting as legal advisor to Fertitta
  • Jefferies LLC is acting as financial advisor and capital markets advisor to Fertitta.
  • Jefferies LLC acted as lead placement agent on the PIPE.
  • Both Winston & Strawn LLP and White & Case LLP are acting as legal advisors to FAST.
  • Citigroup Global Markets Inc. is acting as sole financial advisor to FAST
  • Citigroup Global Markets Inc. and UBS Investment Bank are jointly acting as capital markets advisor to FAST.
  • Goodwin Procter LLP and Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal advisors to Jefferies LLC.

MANAGEMENT & BOARD


Executive Officers

Sandy Beall
Co-Chief Executive Officer and Director Nominee

Sandy Beall is a restauranteur and hospitality founder, investor, operator and executive with a dynamic background that spans nearly six decades, dozens of highly successful concepts, and serving as the Chief Executive Officer of a public company for over 25 years. Mr. Beall founded Ruby Tuesday while in college in 1971, growing the concept to 15 units and ultimately selling it to Morrison Inc. in 1982. Post-acquisition, he remained the President and Chief Operating Officer of Ruby Tuesday, ultimately working his way up the organization to becoming Chairman and Chief Executive Officer of Morrison Inc. by 1995. In 1994, he was named Operator of the Year, won the Golden Chain Award from MUFSO, and was named Executive of the Year by Restaurants & Institutions. Under Mr. Beall’s recommendation and guidance, he oversaw the split of Morrison into three public companies, including Ruby Tuesday, Sodexo, and Morrison Health Care. Mr. Beall remained as Chairman and Chief Executive Officer of Ruby Tuesday, overseeing an operation that had grown to 800+ locations in 46 states, 14 foreign countries and approximately 30,000 employees when he retired from the company. Mr. Beall also co-founded Blackberry Farm in 1975, steadily growing it with his family over the following five decades into one of the premier luxury resorts in the world. It has been recognized by Relais & Chateaux since 1994, as well as named to the Conde Nast Traveler Gold List, Wine Spectator Grand Award, the James Beard Foundation, as well as a number of other highly regarded awards and by industry groups. Mr. Beall is an investor and board member of a number of high-growth restaurant and consumer brands, including &pizza, The Meatball Shop, Mexicue, Beyond Sushi and Chow Daddy’s. He is also the Principal of Beall Investments LLC, an investment company.


Doug Jacob, 37
Co-Chief Executive Officer and Director

Doug Jacob partnered with James Beard award winners Ken Oringer and Jamie Bissonette to expand the Toro brand from Boston to New York City, Bangkok and Dubai in January 2013, which is when Mr. Jacob co-founded Toro. Mr. Jacob sold his position in the group in January 2016. In January 2014, Mr. Jacob partnered with Michael Lastoria and Charlie Walk to found JWALK, a full-service creative agency built on design anchored in strong business strategy, serving as the company’s Chief Creative Officer and Chief Executive Officer. Shiseido Corporation acquired JWALK in February 2017, where Mr. Jacob served as Chief Creative Officer until mid-2018. In April 2019, Mr. Jacob founded &vest, which acquired the second largest position in &pizza, which he co-founded with Mr. Michael Lastoria in 2012, and where Mr. Jacob serves on the Board of Directors. Mr. Jacob also serves as a board member of Butler Hospitality and Virginia Black Whiskey. Mr. Jacob received a BS from Gettysburg College.


Garrett Schreiber, 30
Chief Financial Officer

Garrett Schreiber joined RBC Capital Markets in 2012 and left in September 2014 to join Enhanced Capital, a portfolio company of Stone Point Capital, where he raised two tax-credit capitalized investment funds and a SBIC fund. Mr. Schreiber worked on fundraising, underwriting, and reporting efforts both to the limited partners and to government regulators. Mr. Schreiber left Enhanced Capital in May 2017, and in June 2018, he helped launch &vest, overseeing all investment, fundraising, and creative agency operations. Mr. Schreiber received an MBA from MIT Sloan and a BSBA from Washington University.


Todd Higgins, 48
Chief Operations Officer

Todd Higgins is a co-founder of Crosby & Higgins LLP, a boutique corporate law firm in New York. Since founding the firm in 2005, Mr. Higgins has guided hundreds of businesses, boards and senior executives, integrating with management teams to provide thought leadership and strategic counsel from start-up to exit. Mr. Higgins has served as corporate counsel for companies like VistaGen Therapeutics, a publicly traded pharmaceutical company, Empire Resources, a publicly traded distributor, Tradesy, a luxury online fashion resale market, and &pizza. Mr. Higgins has worked with private equity funds and directly with businesses like &pizza, Magnolia Bakery, Catch Hospitality, Chesapeake Hospitality, Orwasher’s Bakery, Outstanding Foods, and Ideal Snacks. Mr. Higgins has also co-founded and led numerous companies, including Clear Sight Analytics from January 2017 to the present, and served as Chief Operating Officer and General Counsel of CoKinetic Systems Corp., a systems integration and interface technology company incubated with Deutsche Bank, from November 2006 to July 2007 and from August 2007 to December 2019, respectively. Most recently, in April 2020 he co-founded Vent Multiplexor, where he is leading an emergency effort, in collaboration with Yale New Haven Hospital, to bring to market a patent-pending device for dual-patient ventilation Mr. Higgins co-invented, which has recently secured emergency use authorization from the Food and Drug Administration during the COVID-19 pandemic. Mr. Higgins received a JD from Fordham University School of Law and a BA from Queens College.


Kimberly Grant, 48
Chief Strategy Officer

Kimberly Grant is a chief executive and public company director with over 25 years of hospitality industry experience leading and scaling restaurant companies. From January 2014 to April 2020, Ms. Grant served as Chief Executive Officer of TFG, a global hospitality company which owns and operates unique dining concepts created by Chef José Andrés, including concepts in the fast casual, polished casual, food hall, and fine dining sectors. Prior to serving as Chief Executive Officer of TFG, Ms. Grant established a strong record of operations and finance at Ruby Tuesday. She served as Vice President and Controller for the company after its spin-off as an independent public company from 1998 to 2002, and then Senior Vice President, Executive Vice President, President and Chief Operating Officer from 2002 to 2013, where she was responsible for a profits & loss statement with revenues exceeding $1.3 billion each year from 2004 to 2013. Since 2017, Ms. Grant has served on the board of Performance Food Group, a publicly traded, $20+ billion revenue, food product distribution company, where she is a member of the audit, nomination, and governance committees. In 2019 and 2020, Ms. Grant was recognized by Nation’s Restaurant News’ “The Power List.” Ms. Grant received a Master of Science and Financial Services Management and a BS from Boston University.


 

Board of Directors

Kevin Reddy, 62
Chairman Director 

Kevin Reddy has served in a variety of operational and executive roles. He began his career with McDonald’s Corporation in 1983 as a regional controller and progressed into positions of escalating responsibility. Following McDonald’s investment in Chipotle in 1998, Mr. Reddy served as Restaurant Support Officer, Chief Operations Officer, and ultimately Chief Operating Officer for Chipotle, overseeing its growth from just 13 units to 420 units in seven years. In April 2005, Mr. Reddy joined Noodles & Company as President and Chief Operating Officer. In 2006, he was named Chief Executive Officer, becoming a member of its board of directors and then Chairman in 2008. He left his position as CEO in July 2016. Since August 2016, Mr. Reddy has been self-employed as an advisor and works closely with investor groups to acquire premium brands in the hospitality sector. Recently, he worked with BDT Capital to acquire a majority stake in Whataburger, a Texas-based burger chain with nearly 900 locations. He is also Chairman of the Board of &pizza and Qdoba Mexican Grill. Mr. Reddy received a BS from Duquesne University.


Ramin Arani, 50
Director 

Ramin Arani has agreed to serve on our board of directors as an independent director upon the completion of this offering. Mr. Arani is the CFO of Vice Media, with decades of experience in fund management and financial operations. Ramin was appointed as the CFO in November 2019. Previously, Mr. Arani worked at Fidelity Management & Research Company, where he was an Analyst & Sector Fund Manager from July 1992 to May 2000 and a Portfolio Manager from May 2000 to September 2018. Most recently, he managed the Fidelity Puritan Fund, achieving top 5% performance relative to industry peers. His financial experience spans a variety of sectors, including media, technology, health care, real estate, retail, aerospace and defense. Mr. Arani has served on several company boards, including Legendary Pictures, Rent the Runway, Goop, Rumble Boxing and Sakara Life. Mr. Arani holds a BA from Tufts University.


Sanjay Chadda, 43
Director 

Sanjay Chadda has agreed to serve on our board of directors as an independent director upon the completion of this offering. Sanjay is the Co-Head of U.S. Investment Banking and Co-Head of U.S. Technology, Media, Marketing and Information Services Investment Banking at Canaccord Genuity, which focuses on the broader media, digital advertising and marketing, commerce, information and marketing technology and services industries. Sanjay was a Partner and Managing Director at Canaccord Genuity since December 1999 before becoming the Co-Head of U.S. Investment Banking and Co-Head of U.S. Technology, Media, Marketing and Information Services Investment Banking in February 2019. From May 1998 to December 1999, Sanjay was a Financial Analyst at GE Capital. Sanjay has led more than 125 transactions during his career and has successfully completed over 50 transactions since the beginning of 2014 alone. He joined Canaccord Genuity through its acquisition of Petsky Prunier in 2019. He focuses on origination, due diligence, marketing, management, and negotiation of both M&A and private placement transactions. Sanjay received a BS from the Charles F. Dolan School of Business at Fairfield University.


Alice Elliot, 63
Director 

Alice Elliot has agreed to serve on our board of directors as an independent director upon the completion of this offering. Ms. Elliot is the founder and Chief Executive Officer of The Elliot Group, a widely respected executive recruitment agency in the restaurant and hospitality industry, where she has worked since February 1988. Nationally recognized as one of the leading advisors in executive search, human resources, and leadership, Ms. Elliot has been featured in QSR Magazine’s “20 Most Influential Restaurant Leaders,” Nation’s Restaurant News’ “50 Most Powerful People in Foodservice,” and on “CBS This Morning Saturday.” She has also been a featured speaker on Bloomberg Radio, focusing on business trends and innovation. In addition, Ms. Elliot has spoken at many industry highlights and is the recipient of several awards, including the coveted Women’s Foodservice Forum “Trailblazer” award, and the prestigious Roundtable for Women in Foodservice “Pacesetter Award.” She sits on the Board of Trustees of The Culinary Institute of America, and was inducted into the National Restaurant Association Educational Foundation’s “College of Diplomates” in 2010 for her tireless work in bringing public awareness to the hospitality industry. She received a BA. from the University of Colorado at Boulder.


Steve Kassin, 35 
Director 

Steve Kassin has agreed to serve on our board of directors as an independent director upon the completion of this offering. Steve Kassin is the Founder and currently the Managing Partner of Infinity Real Estate, a privately owned developer, owner, and manager of high quality real estate headquartered in New York City. Mr. Kassin founded Infinity Real Estate in August 2005. Under Mr. Kassin’s leadership, Infinity has acquired or developed commercial property representing over $1.5 billion in direct investment transactions across more than 75 projects. During Mr. Kassin’s tenure, Infinity has honed its expertise in the urban multi-family, lodging and retail sectors. His management and growth initiatives have transformed Infinity Real Estate into a national real estate investment company. In October 2015, Steve was named “Fifty Under 40” in Globe Street’s Real Estate Forum publication. He is also an active participant on various industry panels and guest lectures at NYU Stern School of Business and at other educational institutions. Steve currently serves as a NYU Stern Real Estate Advisory Board Member, NYU Alumni Council Chair, NAIOP Advisory Board Member, ICSC Next Gen. Committee Member, Exec. Board Member, and a PREF Co-Founder. Mr. Kassin received a BS from the Stern School of Business at New York University.