HOUSTON, June 30, 2021 /PRNewswire/ -- 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, and FAST Acquisition Corp.
(NYSE: FST) ("FAST"), a special purpose acquisition company
co-headed by Doug Jacob and
Sandy Beall, announced today that
they have entered into an amendment to their previously
announced Agreement and Plan of Merger entered into
between the parties on February 1,
2021. According to the amendment, the Company
has agreed to contribute certain operating businesses not
originally included as part of the business combination with FAST
for no additional debt. Businesses that will now be
contributed to the public company include the Mastro's brand, the
Aquariums, the Pleasure Pier, Vic and Anthony's, and a handful of
smaller restaurant concepts, adding a total of 42 incremental,
high-quality business assets. Also, the Company will enter
into a transaction to acquire the Catch restaurants, including
Catch Steak, which restaurant group is already 50% owned indirectly
by Tilman J. Fertitta. In
connection with the amendment, Mr. Fertitta, the Company's owner,
will receive additional equity in the NYSE public company which
will increase his total equity stake post -closing of the
transaction to approximately 72%.
Pro forma for the revised transaction, Fertitta Entertainment,
Inc. will be one of the largest publicly-traded hospitality
companies with 5 land-based casinos and substantial ownership of
Golden Nugget Online Gaming, Inc. and over 500 restaurants,
amusements, hotels, entertainment venues and other business units
across 38 states, the District of
Columbia, Puerto Rico,
Hong Kong, mainland China, Mexico
and Singapore, plus numerous
licensed restaurants throughout the world.
In addition, the Company announced preliminary pro forma
financial results for the quarter ended June
30, 2021. Including the additional assets and business
units, pro forma net revenues for the three-month period are
expected to be between $917 million
and $920 million, with pro forma
adjusted EBITDA estimated to be between $270
million and $275
million. For full year 2021, the Company believes that
its pro forma adjusted EBITDA will exceed $800 million assuming the contribution or
acquisition of all of the operating businesses by the Company was
completed as of January 1,
2021. According to Tilman J.
Fertitta, "the contribution of the new business assets
greatly improves the Company's operating cash flow, provides better
assets for organic growth, and significantly deleverages the
Company as no incremental debt is being incurred by the Company as
part of the revised transaction. Since the rollout of covid
vaccinations, the operating results of the incremental assets have
been so strong, I decided that I should be focused all in on the
Company as I see opportunities for a significant acquisition that
would not otherwise be available to the Company without this
revised transaction. We were a great company before and now
even better today."
"The addition of Mastro's and the destination entertainment
businesses provide tremendous cash flow and growth opportunities to
the Company and we are excited that Tilman is contributing the new
assets to the Company," said Doug
Jacob. "These brands create an even stronger portfolio to
leverage for potential future acquisitions."
Sandy Beall added: "We believe
the new assets provide tremendous value to the public company and
greatly strengthen the balance sheet for future growth."
Amended Transaction Overview
The amended transaction implies an enterprise valuation for
Golden Nugget/Landry's of approximately $8.6
billion. This enterprise value includes the value of the
GNOG equity to be contributed to the Company, based on an assumed
per share trading price of approximately $13.00 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, shareholders
have committed to invest approximately $1.24
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 Company expects to use the proceeds from the transaction to
accelerate the Company's growth initiatives, general corporate
purposes and reduce existing debt. In connection with the merger,
the parties will undertake certain reorganizational transactions to
exclude from the public company certain businesses and assets that
Tilman J. Fertitta will continue to
wholly own on a private basis.
The boards of directors of each of FAST and Fertitta have
unanimously approved the amended transaction. The amended
transaction will require the approval of the stockholders of FAST
and is subject to other customary closing conditions, including the
receipt of certain regulatory and gaming approvals. The SEC review
process is expected to begin around the third week in July, and the
transaction is now expected to close in the fourth quarter of
2021.
Fertitta Entertainment, Inc.
Fertitta Entertainment, Inc. is Tilman
J. Fertitta's holding company for substantially all of his
assets, including all of the equity in Golden Nugget, LLC and
Landry's, LLC, approximately 31.494 million shares in Golden Nugget
Online Gaming, Inc. ("GNOG"), hotels, real estate, and other
investments. The business combination will only include all of
its holdings in GNOG and the majority of the assets and businesses
that comprise Golden Nugget, LLC and Landry's, LLC. Golden
Nugget/Landry's is a multinational, diversified gaming, restaurant,
hospitality, and entertainment company based in Houston, Texas. The Company's gaming
division includes the renowned Golden Nugget Hotel and Casino
concept, with locations in Las
Vegas and Laughlin, NV;
Atlantic City, NJ; Biloxi, MS; and Lake Charles, LA. GNOG
is a leading online gaming company that is considered a market
leader by its peers and was first to bring Live Dealer and Live
Casino Floor to the United States
online gaming market. GNOG was the past recipient of 15 eGaming
Review North America Awards, including the coveted "Operator of the
Year" award in 2017, 2018, 2019 and 2020. Entertainment and
hospitality divisions encompass popular destinations including the
Kemah Boardwalk. The Company also operates more than 500 outlets,
including over 400 high-end and casual dining establishments around
the world, with well-known concepts such as Del Frisco's, Landry's Seafood House, Bubba Gump
Shrimp Co., Rainforest Cafe, Morton's The Steakhouse, The Oceanaire
Seafood Room, McCormick & Schick's Seafood, Chart House, Joe's
Crab Shack, and Saltgrass Steak House. Landry's also operates the
popular New York BR Guest Restaurants such as Dos Caminos, Strip House and Bill's Bar &
Burger.
FAST Acquisition Corp.
FAST is a hospitality-focused blank check company launched by
the principals of &vestwhose business purpose is to effect a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. FAST is led by founder Doug
Jacob and CEO Sandy Beall.
FAST raised $200,000,000 in its
initial public offering on August 20,
2020 and is listed on NYSE under the ticker symbol
"FST."
Advisors
Latham & Watkins LLP is acting as legal advisor to Fertitta,
and 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,
and 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.
Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures,
including EBITDA and Pro forma Adjusted EBITDA. EBITDA is defined
as net income plus interest expense, income tax expense,
depreciation and amortization. Pro forma Adjusted EBITDA is defined
as EBITDA, plus impairment expenses, pre-opening costs, and onetime
non-recurring items, as if all of the businesses were owned as of
January 1, 2021. These financial
measures are not prepared in accordance with accounting principles
generally accepted in the United
States and may be different from non-GAAP financial measures
used by other companies. FAST and the Company believe that the use
of these non-GAAP financial measures provides an additional tool
for investors to use in evaluating ongoing operating results and
trends. These non-GAAP measures with comparable names should not be
considered in isolation from, or as an alternative to, financial
measures determined in accordance with GAAP.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The Company's and
FAST's actual results may differ from their expectations, estimates
and projections and consequently, you should not rely on these
forward looking statements as predictions of future events.
Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "continue," and
similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, the Company's and FAST's expectations with respect to
future performance and anticipated financial impacts of the
transactions contemplated by the merger (the "Business
Combination"), the satisfaction of the closing conditions to the
Business Combination and the timing of the completion of the
Business Combination. These forward-looking statements
involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results.
Most of these factors are outside the Company's and FAST's
control and are difficult to predict. Factors that may cause
such differences include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the agreement and plan of merger
for the Business Combination (the "Merger Agreement") or could
otherwise cause the Business Combination to fail to close, (2) the
outcome of any legal proceedings that may be instituted against the
Company and FAST following the announcement of the Merger Agreement
and the transactions contemplated therein; (3) the inability to
complete the Business Combination, including due to failure to
obtain approval of the stockholders of FAST or satisfy other
conditions to closing in the Merger Agreement, including the
failure to obtain gaming or other regulatory approvals; (4) the
impact of COVID-19 on the Company's business and/or the ability of
the parties to complete the Business Combination; (5) the inability
to obtain or maintain the listing of FAST's shares of common stock
on the New York Stock Exchange following the Business Combination;
(6) the risk that the Business Combination disrupts current plans
and operations as a result of the announcement and consummation of
the Business Combination; (7) the ability to recognize the
anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, the ability of the
Company to grow and manage growth profitably and retain its key
employees; (8) costs related to the Business Combination; (9)
changes in applicable laws or regulations; (10) the possibility
that FAST or the Company may be adversely affected by other
economic, business, and/or competitive factors; and (11) other
risks and uncertainties indicated from time to time in the
Registration Statement (as defined below) relating to the Business
Combination, including those under "Risk Factors" therein, and in
FAST's other filings with the SEC. The foregoing list of
factors is not exclusive. Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. Neither FAST nor the Company
undertakes or accepts any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is
based.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This press release shall
also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Additional Information
In connection with the proposed Business Combination, FAST's
wholly owned subsidiary, FAST Merger Corp. ("FAST TX") intends to
file with the Securities and Exchange Commission (the "SEC") a
Registration Statement on Form S-4 (the "Registration Statement"),
which will include a proxy statement/prospectus, and certain other
related documents, which will be both the proxy statement to be
distributed to holders of shares of FAST's common stock in
connection with its solicitation of proxies for the vote by FAST's
stockholders with respect to the proposed Business Combination and
other matters as may be described in the Registration Statement, as
well as the prospectus relating to the offer and sale of the
securities of FAST TX to be issued in the Business Combination.
FAST's stockholders and other interested persons are advised to
read, when available, the preliminary proxy statement/prospectus
included in the Registration Statement and the amendments thereto
and the definitive proxy statement/prospectus, as these materials
will contain important information about the parties to the Merger
Agreement, FAST and the Business Combination. After the
Registration Statement is declared effective, the definitive proxy
statement/prospectus will be mailed to stockholders of FAST as of a
record date established for voting on the Business Combination and
other matters as may be described in the Registration Statement.
Stockholders will also be able to obtain copies of the proxy
statement/prospectus and other documents filed with the SEC that
will be incorporated by reference in the proxy
statement/prospectus, without charge, once available, at the SEC's
web site at www.sec.gov, or by directing a request to: FAST
Acquisition Corp., 3 Minetta Street, New
York, New York 10012, Attention: Sandy Beall, Chief Executive Officer.
Participants in the Solicitation
FAST and Fertitta and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from FAST's stockholders with respect to the Business Combination.
A list of the names of those directors and executive officers and a
description of their interests in FAST are contained in FAST's
final prospectus dated August 20,
2020 relating to its initial public offering and in FAST's
subsequent filings with the SEC, and is available free of charge
from the sources. Additional information regarding the interests of
such participants will be contained in the Registration Statement
when available.
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SOURCE Landry's
