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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.
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Distribution of net assets to Class B shares is delayed pending court ruling.
SPE is limited to approximately $10.5 million in payments, affecting liquidity.
SADDLE BROOK, N.J.--(BUSINESS WIRE)--
Special Opportunities Fund, Inc. (NYSE: SPE) today announced that the parties to litigation over the dissolution of FAST Acquisition Corp. (NYSE: FST) have reached an agreement to prevent the distribution of the Company’s net assets to Class B shares until the Court rules on whether they must be equitably distributed to all stockholders.
Under the agreement, the Class A shares will be redeemed promptly after August 25, 2022 and the winding up and dissolution of the Company will proceed. However, unless prior notice is given to SPE, the Company is limited to paying only the following approximate amounts: (a) $4.5 million in taxes; (b) $1 million to reimburse a working capital loan; (c) $3 million in professional fees previously incurred; (d) $1 million for defense costs in connection with the litigation; and (e) expenses incurred to enforce the Termination and Settlement Agreement with Fertitta Entertainment, Inc., if necessary.
Phillip Goldstein, Chairman of SPE and a managing partner of Bulldog Investors, LLP, SPE’s investment adviser, commented: “Now that the parties have agreed that no liquidating distributions will be made until the lawsuit concludes, they can turn their attention to the crux of this lawsuit—whether FAST’s Board of Directors has a fiduciary duty in a dissolution to distribute its net assets equitably to all stockholders, not just insiders.”
Morris Kandinov LLP and Bernstein Litowitz Berger & Grossmann LLP are serving as counsel to SPE. The case is Special Opportunities Fund, Inc. v. FAST Acquisition Corp., et al., No. 2022-0702 (Del. Ch.).
About Special Opportunities Fund, Inc. and Bulldog Investors, LLP:
Special Opportunities Fund, Inc. is an SEC-registered closed-end investment company. (www.specialopportunitiesfundinc.com) Bulldog Investors, LLP is an SEC-registered investment adviser that manages closed-end funds like Special Opportunities Fund, certain private investment limited partnership, and separately-managed accounts. (www.bulldoginvestors.com)
InvestorCom LLC John Glenn Grau (203) 972-9300 ext. 110
Source: Special Opportunities Fund, Inc.
FAQ
What is the litigation agreement between SPE and FST?
The agreement prevents the distribution of net assets to Class B shares until a court ruling is made regarding equitable distribution to all stockholders.
What happens to Class A shares after August 25, 2022?
Class A shares will be redeemed promptly after August 25, 2022, as part of the winding up and dissolution of FST.
What are the financial implications of the agreement for SPE?
The agreement limits SPE to approximately $10.5 million in payments for various expenses, potentially impacting liquidity.
What is the main focus of the lawsuit involving SPE?
The lawsuit's crux is whether FAST's Board of Directors has a fiduciary duty to equitably distribute net assets to all stockholders during dissolution.
