Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
Upon the closing of the Business Combination (the "Closing"), each share of
common stock of the Company will be converted into one share of Class A common
stock of New FEI and all of the outstanding equity interests of FEI will be
acquired for aggregate consideration that is current valued at approximately
The shares of Class B common stock of New FEI will have the same economic terms
as the shares of Class A common stock of New FEI, but the shares of Class B
common stock of New FEI will have 10 votes per share. The outstanding shares of
Class B common stock of New FEI will be subject to a "sunset" provision if
It is anticipated that proceeds available from the Company's trust account,
after giving effect to any and all redemptions and proceeds from private
placements of shares of the Company's Class A common stock to occur immediately
prior to the Closing, of which the Company currently has commitments for
approximately
The parties to the Merger Agreement have made customary representations,
warranties and covenants in the Merger Agreement, including, among others,
covenants with respect to the conduct of FEI, the Company and their respective
subsidiaries prior to the Closing. Each of FEI, the Company,
The Closing is subject to certain conditions, including, among other things, (i)
approval by the Company's stockholders, (ii) certain approvals or other
determinations from certain gaming regulatory authorities, as applicable, and
the absence of a material adverse regulatory event with respect to FEI, (iii)
the expiration or termination of the waiting period (or any extension thereof)
applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iv)
the Company having at least
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The Merger Agreement may be terminated by the Company or FEI under certain
circumstances, including, among others, (i) by mutual written consent of the
Company and FEI, (ii) by either the Company or FEI if the Closing has not
occurred within nine months and (iii) by the Company or
The foregoing description of the Merger Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement . . .
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of shares of the Company's Class A common stock in the Private Placement is incorporated by reference herein. The shares of common stock issuable in connection with the transactions contemplated by the Merger will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
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Item 7.01. Regulation FD Disclosure.
On
Attached as Exhibit 99.2 hereto and incorporated by reference herein is the investor presentation that will be used by the Company with respect to the Business Combination.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1 and 99.2.
Item 8.01. Other Events.
Subject to approval by the Company's stockholders of the Merger Agreement, the Business Combination and certain other actions related thereto, in connection with the Closing, New FEI will adopt an amended and restated charter, the form of which is attached as Exhibit H to the Merger Agreement filed as Exhibit 2.1 hereto, which will provide for a dual class stock structure. The proxy statement/prospectus included in the Registration Statement to be filed in connection with the proposed Business Combination will include information about the general effect of the issuance of New FEI Class B common stock upon the rights of the holders of New FEI Class A common stock.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination,
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company'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 the Company is contained in the
Company's final prospectus relating to its initial public offering dated
FEI and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be contained in the Registration Statement when available.
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Forward-Looking Statements
This Current Report on Form 8-K 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 FEI'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 FEI's expectations with respect to future
performance and anticipated financial impacts of 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 FEI's control and are difficult to
predict. Factors that may cause such differences include, but are not limited
to: (1) the risk that the Business Combination disrupts FEI's current plans and
operations; (2) the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things, competition,
the ability of FEI to grow and manage growth profitably and retain its key
employees; (3) costs related to the Business Combination; (4) changes in
applicable laws or regulations; (5) the possibility that FEI or the Company may
be adversely affected by other economic, business, and/or competitive factors;
(6) the occurrence of any event, change or other circumstances that could give
rise to the termination of the Merger Agreement; (7) the outcome of any legal
proceedings that may be instituted against FEI or the Company following the
announcement of the Merger Agreement; (8) the inability to complete the Business
Combination, including due to failure to obtain approval of the stockholders of
the Company, certain regulatory approvals, including from certain gaming
regulatory authorities, or satisfy other conditions to closing in the Merger
Agreement; (9) the impact of COVID-19 on FEI's business and/or the ability of
the parties to complete the Business Combination; (10) the inability to obtain
or maintain the listing of the combined company's shares of common stock on the
stock exchange following the Business Combination; or (11) other risks and
uncertainties indicated from time to time in the Registration Statement relating
to the Business Combination, including those under "Risk Factors" therein, and
in the Company's other filings with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
2.1† Agreement and Plan of Merger, dated as ofFebruary 1, 2021 , by and amongFAST Acquisition Corp. ,Fertitta Entertainment, Inc. ,FAST Merger Corp. andFAST Merger Sub Inc. 10.1 Form of Subscription Agreement. 10.2 Stockholders Agreement, dated as ofFebruary 1, 2021 , by and amongFAST Acquisition Corp. ,Tilman J. Fertitta ,FAST Merger Corp. andFAST Sponsor, LLC . 10.3 Sponsor Agreement, dated as ofFebruary 1, 2021 , by and amongFAST Acquisition Corp. ,Fertitta Entertainment, Inc. ,FAST Sponsor, LLC and certain officers and members of the board of directors ofFAST Acquisition Corp. 10.4 Amended and Restated Registration Rights Agreement, dated as ofFebruary 1, 2021 , by and amongFAST Acquisition Corp. , Tilman J. Fertitta,FAST Sponsor, LLC andFAST Merger Corp. 10.5 Lockup Agreement, dated as ofFebruary 1, 2021 , by and amongFAST Acquisition Corp. ,FAST Merger Corp. andTilman J. Fertitta . 99.1 Press Release, datedFebruary 1, 2021 . 99.2 Investor Presentation.
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy
of all omitted exhibits and schedules to the
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