In February, Fertitta Entertainment and Fast, two businesses in the finance industry, agreed terms for a merger. The merger would have allowed Fertitta, owner of Golden Nugget and the Landry’s restaurant chain, to list on the Nasdaq stock exchange. The closing of the deal was initially expected to be in the second half of 2021, but the deadline was later pushed back to 1 December.
On 1 December, Fertitta Entertainment informed Fast that it planned to cancel the combination. However, Fast argued that Fertitta did not have the authority to cancel the deal. Fast cited a clause in the merger agreement that stated the right to terminate the agreement would not be available to any party whose actions or failures were the primary cause of the deal not closing by 1 December. Fast claimed that Fertitta’s late delivery of financial statements, which were due by 31 March but only provided in July, was the primary cause of the failure.
On 10 December, the businesses announced the termination of the merger agreement after reaching a settlement regarding their disagreement over the termination date. As part of the settlement, Fertitta will pay Fast and its shareholders a $33m settlement, consisting of upfront and deferred payments. The future deferred payments are contingent on Fast’s ability to execute a combination with another business.
Fertitta Entertainment’s CEO, Tilman Fertitta, stated that it made more sense for his company to remain private rather than list on an exchange. He expressed respect for the Fast team and pledged support for their search for a new merger target. Fast founder Doug Jacob believes that the settlement ensures Fast can still pursue another merger target and maximize value for shareholders.
Fertitta Entertainment previously owned Golden Nugget Online Gaming (GNOG), which was spun off through a SPAC merger with Landcadia Holdings II. DraftKings later agreed to acquire GNOG for $1.56bn, gaining access to the Golden Nugget land-based business’ customer database. Tilman Fertitta will join DraftKings’ board as part of the deal.
