Global entertainment development company Falcon’s Beyond and FAST II have entered into a definitive merger agreement. The deal has pro forma enterprise value of approximately $1 billion.
If approved, upon closing the combined company will be named Falcon’s Beyond Global and is expected to list on the Nasdaq under the ticker symbol FBYD.
According to the news release, to provide meaningful downside protection to support the transaction, 50% of the position of each non-redeeming stockholder of FAST II’s will automatically convert into convertible preferred equity with an 8% dividend and $11 conversion price, and 20% of the founder shares held by FAST II’s sponsor are being forfeited and contributed to a bonus pool allocated pro rata among private placement investors and non-redeeming public stockholders of FAST II, excluding any common shares converted to convertible preferred.
Falcon’s Beyond also entered into a subscription agreement with Katmandu Collections, an existing Falcon’s Beyond investor, for a $60 million private placement, of which $20 million has been pre-funded and deployed to Falcon’s Beyond investment in its Punta Cana resort, at the same value per share to be received by Falcon’s Beyond’s existing equity holders in the SPAC merger. This private placement is expected to close in one or more tranches prior to the closing of the business combination.
Assuming no redemptions by FAST II stockholders, the transaction is expected to deliver up to $282 million in gross cash proceeds, including the private placement, prior to the payment of transaction expenses.
Headquartered in Orlando, Florida, Falcon’s Beyond is an 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 more. Read more.
