Amended transaction terms align company and
shareholder interest with capital raised, financial performance,
and share price targets
Outside date of transaction extended to
September 2023
Falcon’s Beyond Global LLC, (“Falcon’s Beyond” or the
“Company”), a leading fully integrated global entertainment
development company specializing in intellectual property (“IP”)
creation and expansion, and FAST Acquisition Corp. II (“FAST II”)
(NYSE: FZT), a special purpose acquisition company founded by Doug
Jacob and headed by Sandy Beall, today announced strategic
amendments to the terms of their previously announced merger
agreement (the “Merger Agreement”). The revised terms seek to align
the equity consideration and sponsor economics with shareholders by
aligning meaningful transaction consideration to capital raised,
financial performance, and share price targets.
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Revised Transaction Details
Under the terms of the amended agreement, Falcon’s Beyond’s
approximately $1.0 billion valuation will be comprised of (1) the
pro forma enterprise value of $620 million at the closing of the
transaction, and (2) $400 million of consideration tied to positive
business performance post-closing.1 The total valuation under the
revised structure is consistent with the approximately $1.0 billion
total valuation included in the Merger Agreement entered into on
July 11, 2022.
In addition to existing 40 million earnout shares tied to stock
price appreciation, 40 million shares are now tied to achieving
2023 and 2024 financial targets. Furthermore, approximately 77% of
the promote shares held by FAST II’s sponsor are now contingent
upon the amount of capital delivered at closing, post-closing stock
price performance or achievement of 2023 and 2024 financial
performance. The parties also agreed to extend the outside date of
the transaction to September 30, 2023.
Falcon’s Beyond’s previously announced subscription agreement
with Infinite Acquisitions, LLLP (f/k/a Katmandu Collections,
LLLP), an existing holder of equity in Falcon’s Beyond, for a $60
million private placement remains in place.
Management Commentary
Scott Demerau, Executive Chairman, commented, “We appreciate the
partnership of the FAST II team, as this revised agreement
strengthens the alignment of all parties and significantly enhances
the attractiveness of the future publicly traded company. We are
very confident in Falcon’s business model and its ability to meet
the milestones that align shareholders with business performance.
We look forward to progressing in this transformational
transaction, which will allow us to accelerate the growth of our
differentiated experiential media and entertainment business.”
Cecil D. Magpuri, Chief Executive Officer, commented, “The FAST
II team continues to prove themselves to be the ideal partners to
take Falcon’s Beyond through this dynamic next chapter in our
growth trajectory. We are thrilled to continue to move forward with
our merger and believe the amended terms further fuel our ability
to continue to provide value to all stakeholders through this
transaction and beyond as we turn imagined worlds into reality on a
global scale.”
Doug Jacob, Founder of FAST II, commented, “Cecil, Scott and the
Falcon’s Beyond team continue to execute on a unique and exciting
business model that leverages brick and mortar assets,
best-in-breed design services and innovative IP creation. Having
worked with the Falcon’s Beyond team for nearly a year, we
understand how special this business is, and wanted to carefully
adjust key elements of our merger agreement in a way that we
believe maximizes value for our shareholders, allows for capital
formation and better aligns the interests of all parties.”
Additional information about the updated transaction terms for
the Merger Agreement are available on Falcon’s Beyond’s investor
relations page at
https://falconsbeyondglobal.com/investor-relations/.
Resort Opening Progress
In January, the Company announced the opening of its flagship
resort, “Falcon’s Resort by Melia” in Punta Cana. The resort is a
multi-phase transformation of two existing Meliá properties,
Paradisus Grand Cana and The Reserve at Paradisus Palma Real,
comprising 622 rooms. Phase one is the rebranded Paradisus Grand
Cana and includes 432 luxury suites, three swimming pools, nine
specialty restaurants and a world-class spa & fitness center.
Phase two is the rebrand of The Reserve at Paradisus Palma Real,
which will include 190 rooms and is expected to be completed by
late 2023. The resort is one component of a new $350 million
entertainment destination called Falcon’s Beyond Destinations that
will feature three distinct guest experiences: the resort, a new
theme park called Katmandu Park, and a retail, dining, and
entertainment district called Falcon’s Central. Katmandu Park had a
soft opening in December 2022 and is expected to open fully to
guests by April 2023, while Falcon’s Central is expected to be
completed in 2024.
About Falcon’s Beyond
Headquartered in Orlando, Florida, Falcon's Beyond is a fully
integrated, top-tier experiential entertainment development
enterprise focusing on a 360° IP Expander model. The company brings
its own proprietary and partner IPs to global markets through owned
and operated theme parks, resorts, attractions, patented
technologies, feature films, episodic series, consumer products,
licensing, and beyond. The company has won numerous design awards
and provided design services in 27 countries around the world,
turning imagined worlds into reality.
About FAST Acquisition Corp. II
FAST II is a hospitality and consumer entertainment focused
blank check company whose 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 II was founded by Doug Jacob and headed by Sandy
Beall as Chief Executive Officer. FAST II raised $222 million in
its initial public offering on March 15, 2021 and is listed on NYSE
under the ticker symbol “FZT.”
Additional Information
In connection with the proposed transaction, Falcon’s Beyond
Global, Inc. (“Pubco”) intends to file with the U.S. Securities and
Exchange Commission (the “SEC”) a registration statement on Form
S-4 (the “Registration Statement”), which will include a document
that serves as a joint prospectus of Pubco and proxy statement of
FAST II, referred to as a proxy statement/prospectus. A proxy
statement/prospectus will be sent to all FAST II shareholders. 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, or an exemption therefrom. FAST II and
Pubco will also file other documents regarding the proposed
business combination with the SEC. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS OF FAST II ARE URGED TO
READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND
ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and security
holders will be able to obtain free copies of the registration
statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by FAST II or
Pubco through the website maintained by the SEC at www.sec.gov. The
documents filed by FAST II with the SEC also may be obtained free
of charge upon written request to 109 Old Branchville Road
Ridgefield, CT 06877. The documents filed by Pubco with the SEC may
also be obtained free of charge upon written request to 6996 Piazza
Grande Avenue, Suite 301, Orlando, FL 32835.
Participants in the Solicitations
FAST II and its directors and executive officers may be deemed
participants in the solicitation of proxies from FAST II’s
stockholders with respect to the proposed business combination. A
list of the names of those directors and executive officers and a
description of their interests in FAST II is contained in FAST II’s
final prospectus related to its initial public offering dated March
15, 2021, which was filed with the SEC and is available free of
charge at the SEC’s website at www.sec.gov. Additional information
regarding the interests of such participants will be contained in
the Registration Statement for the proposed business combination
when available.
The Company and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of FAST II in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the Registration Statement
for the proposed business combination available.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed
business combination and shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 the Securities Act of 1933, as amended, or an exemption
therefrom.
Caution About Forward-Looking Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters.
These forward-looking statements include, but are not limited
to, the expectation that the proposed transaction will occur, the
benefits associated with the amended transaction terms, Falcon’s
ability to meet the earnout milestones, and the anticipated timing
and benefits associated with the opening of Falcon’s Central,
Katmandu Park, and Falcon’s Resort by Meliá | All Suites Punta
Cana. These statements are based on various assumptions and on the
current expectations of the Company and FAST II and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as and should not be relied on by an investor or others as, a
guarantee, an assurance, a prediction, or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of Falcon’s
Beyond and FAST II. These forward-looking statements are subject to
a number of risks and uncertainties, including, but not limited to,
the likelihood of which could be adversely affected by (1) changes
in domestic and foreign business, market, financial, political, and
legal conditions in general and in the entertainment industry in
particular; (2) the outcome of any legal proceedings that may be
instituted against FAST II, Falcon’s Beyond or Pubco following the
announcement of the proposed business combination, (3) the
inability of the parties to successfully or timely consummate the
proposed business combination, including the risk that any
regulatory approvals or the SEC’s declaration of the effectiveness
of our prospectus/proxy statement are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect
Falcon’s Beyond or the expected benefits of the proposed
transaction or that the approval of the requisite equity holders of
FAST II is not obtained; (4) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement, (5) volatility in the price of FAST II’s or
Falcon’s Beyond’s securities, (6) the risk that the proposed
business combination disrupts current plans and operations as a
result of the announcement and consummation of the business
combination, (7) the enforceability of Falcon’s Beyond’s
intellectual property, including its patents, and the potential
infringement on the intellectual property rights of others, cyber
security risks or potential breaches of data security, (8) any
failure to realize the anticipated benefits of the proposed
transaction; (9) risks relating to the uncertainty of the projected
financial information with respect to Falcon’s Beyond; (10) risks
related to the rollout of Falcon’s Beyond's business and the timing
of expected business milestones; (11) the effects of competition on
Falcon’s Beyond's business; (12) the risk that the proposed
business combination may not be completed by FAST II’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by FAST
II, (13) the amount of redemption requests made by FAST II's
stockholders; (14) the ability of FAST II or Falcon’s Beyond to
issue equity or equity-linked securities or obtain debt financing
in connection with the proposed transaction or in the future; (15)
and those factors discussed in FAST II's final prospectus dated
March 15, 2021 under the heading "Risk Factors," and other
documents FAST II has filed, or will file, with the SEC. If any of
these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither FAST II nor Falcon’s Beyond presently know, or that FAST II
or Falcon’s Beyond currently believe are immaterial, that could
also cause actual results to differ from those contained in the
forward-looking statements. In addition, the forward-looking
statements reflect FAST II's and Falcon’s Beyond's expectations,
plans, or forecasts of future events and views as of the date of
this press release. FAST II and Falcon’s Beyond anticipate that
subsequent events and developments will cause FAST II's and
Falcon’s Beyond's assessments to change. However, while FAST II and
Falcon’s Beyond may elect to update these forward-looking
statements at some point in the future, FAST II and Falcon’s Beyond
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as a
representation of FAST II's and Falcon’s Beyond's assessments as of
any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
_________________________________________ 1 Pro forma enterprise
value assumes no FAST II public shareholders redeem and excludes
warrants. Consideration and valuation also exclude up to $400
million of additional shares that may be earned based on stock
price appreciation.
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version on businesswire.com: https://www.businesswire.com/news/home/20230203005125/en/
Media Keil Decker, ICR FalconsBeyondPR@icrinc.com Eric
Becker, ICR FalconsBeyondPR@icrinc.com
Investor Brett Milotte, ICR
FalconsBeyondIR@icrinc.com
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