FAST Acquisition Corp. (FST) to Liquidate and Keep Fertitta Breakup Fee
by Nicholas Alan Clayton on 2022-08-03 at 8:55am

FAST Acquisition Corp (NYSE: FST) noted in a 10-Q this morning that it intends to liquidate its trust shortly after its August 25 transaction deadline.

As a result, FAST will now receive $26 million in a settlement from Fertitta Entertainment, which sought to terminate their combination just before close in December. Fertitta paid the SPAC $6 million in cash and a $1 million loan as a breakup fee at the time, and pledged to pay a further $10 million if FAST closed another deal or $26 million if not. For Fertitta, this amounts to the cost of a public listing without a public listing.

The big issue now is where this $33 million goes. In the filing, FAST states that “any funds received pursuant to the Settlement Agreement that are remaining after the payment of expenses will not be part of any distributions with respect to the Public Shares.”

This may be difficult to swallow for investors seeing as it would potentially reward FAST’s sponsor handsomely for a deal that didn’t occur, rather than investors that have stowed their capital with the SPAC for the past two years.

There are echoes of the Fertitta situation in the terms of FAST II’s (NYSE:FZT) pending combination with Falcon’s Beyond, which was announced last month. Should this deal be terminated, Falcon’s Beyond must pay FAST II a breakup fee of $12.5 million if redemptions are less than 90% or unknown and $6.5 million if redemptions top 90%.

It is unclear who would receive these sums should the deal be terminated and the SPAC liquidated. But, at any rate, the transaction is essentially insulated from redemptions as it has no minimum cash condition and a $60 million PIPE.


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