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Special Opportunities Fund, Inc. (SPE) announced a litigation agreement concerning the dissolution of FAST Acquisition Corp. (FST), delaying the distribution of net assets to Class B shares until the Court's ruling. Class A shares will be redeemed post-August 25, 2022, and the winding up of FST will proceed. The agreement restricts the payment of approximately $10.5 million for taxes, loans, professional fees, litigation defense, and other expenses. Chairman Phillip Goldstein emphasized the focus on ensuring equitable distribution of assets to all stockholders.
FAST Acquisition Corp. announced the redemption of all outstanding Class A common stock effective August 26, 2022, due to failure in completing a business combination within the specified timeframe. Shareholders will receive an estimated redemption amount of $10.02 per share. The company will cease trading on August 25, 2022, and plans to liquidate subsequently. A legal challenge related to the dissolution has been filed, alleging breach of fiduciary duty. The company intends to defend this vigorously while also preparing for delisting from the NYSE.
Special Opportunities Fund, Inc. (NYSE: SPE) has filed a class action lawsuit in the Delaware Court of Chancery against FAST Acquisition Corp. (NYSE: FST). The lawsuit aims to prevent insiders from appropriating FAST's net assets upon the company's impending dissolution. FAST was unable to complete a business combination by its August 25, 2022, deadline and plans to dissolve while retaining a breakup fee of up to $33 million from Fertitta Entertainment. SPE claims FAST's Board has a fiduciary duty to distribute these assets equitably to all stockholders.
FAST Acquisition Corp. (NYSE: FST) and Fertitta Entertainment, Inc. have mutually terminated their merger agreement originally established on February 1, 2021. The decision follows a settlement regarding disputed termination dates, providing FAST with up to $33 million for expenses and working capital. Doug Jacob, FAST's founder, emphasized the importance of the settlement for pursuing new business opportunities, while Tilman Fertitta expressed respect for FAST's team and a commitment to growing his own company privately.
Golden Nugget reported impressive financial results for Q2 and H1 2021. Revenue surged to $934.5 million, a 224.4% increase from $288.0 million in Q2 2020. Net income reached $144.3 million, contrasting with a net loss of $152.7 million the previous year. Adjusted EBITDA for Q2 was $283.7 million, compared to a loss of $26.1 million in Q2 2020. The merger with Fast Acquisition Corp (NYSE: FST) is pending regulatory approvals, with expected adjusted EBITDA of at least $800.0 million for the year.
Fertitta Entertainment and FAST Acquisition Corp have amended their merger agreement to include additional high-quality business assets, enhancing Fertitta's position in the hospitality sector. The revised deal contributes 42 new operating businesses, including Mastro's restaurants and various entertainment venues, improving cash flow and growth prospects. Pro forma financial projections for Q2 2021 indicate net revenues between $917 million and $920 million and adjusted EBITDA between $270 million and $275 million. The amended transaction values Fertitta at approximately $8.6 billion.
FAST Acquisition Corp. II has priced its initial public offering (IPO) at $10.00 per unit, amounting to $200 million. The offering will consist of 20 million units, each containing one share of Class A common stock and one-quarter of a warrant. Trading will commence on the NYSE under the ticker symbol FZT.U beginning March 16, 2021. The IPO is aimed at finding a business combination in sectors such as restaurant and hospitality with an enterprise value of at least $800 million. The expected closing date is March 18, 2021.
Fertitta Entertainment, the parent company of Golden Nugget/Landry's, has entered into a merger agreement with FAST Acquisition Corp (FST), allowing it to go public. The merger will value the company at approximately $6.6 billion, with Tilman Fertitta maintaining a 60% ownership stake worth over $2 billion. The transaction entails control over ~31 million shares of Golden Nugget Online Gaming (GNOG). FAST's $200 million cash and an additional $1.2 billion PIPE investment aim to enhance growth and reduce debt. The merger is expected to close in Q2 2021, pending shareholder and regulatory approvals.
FAST Acquisition Corp. announced that holders of its IPO units can separate shares of Class A common stock and warrants for trading starting October 12, 2020. The IPO, which included 20 million units, was completed on August 25, 2020. Units not separated will continue to trade under the symbol ‘FST.U’, while Class A common stock and warrants will trade under symbols ‘FST’ and ‘FST WS’, respectively. FAST Acquisition Corp. is focused on pursuing business combinations primarily within the restaurant and hospitality sectors in North America, targeting enterprises valued at $600 million or greater.
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