Fast Acquisition Corp. and Fertitta Entertainment Inc. have terminated the special purpose acquisition company’s plan, announced in February, to take the Landry’s-Golden Nugget parent public after owner Tilman Fertitta agreed to pay up to $33 million.
Ridgefield, Conn.-based Fast Acquisition and Houston-based Fertitta filed the settlement Friday with the Securities and Exchange Commission after disagreeing over the termination date of the merger agreement. The termination was effective Dec. 9.
The settlement provides Fast up to $33 million through a combination of upfront and deferred payments, part of which are contingent on whether the SPAC ultimately closes a 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,” the acquisition company said in a statement. “Fast intends to continue to seek a business combination with another operating company.”
Doug Jacob, co-founder of Fast with Sandy Beall, formerly of Ruby Tuesday, said in a statement: “FEI is an incredible hospitality empire run by the one of the world’s best operators that we have had a first-hand view into for many years now. We wish Tilman and his team the best of luck as they remain a private company. Through this settlement we ensured that we are sufficiently capitalized to seek a new target and that we could continue our efforts to maximize value for our shareholders.”
Fertitta said he would support Fast in its search for another merger target.
“At the end of the day,” Fertitta said, “we ultimately determined that the right decision for my company was to remain private at this time, and I look forward to continuing to grow our business both organically and in-organically.”
The SPAC was listed on the New York Stock Exchange in August 2020, raising $200 million. The Fertitta-Fast merger agreement was announced Feb. 1.
Fertitta Entertainment is a holding company that includes all of Fertitta’s equity in Golden Nugget LLC and Landry’s LLC and some holdings in Golden Nugget Online Gaming Inc., hotels, real estate and other investments.
Fertitta’s company also operates more than 400 high-end and casual-dining establishments with such brands as Del Frisco’s, Landry’s Seafood House, Bubba Gump Shrimp Co., Rainforest Cafe, Morton’s The Steakhouse, The Oceanaire Seafood Room, McCormick & Schmick’s Seafood, Chart House, Joe’s Crab Shack and Saltgrass Steak House. Landry’s also operates New York BR Guest Restaurants such as Dos Caminos, Strip House and Bill’s Bar & Burger.
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