Falcon's Beyond and FAST Acquisition II today announced amendments to the terms of their merger agreement. The revisions seek to align the equity consideration and sponsor economics with shareholders by linking meaningful transaction consideration to capital raised, financial performance, and share price targets.
Under the new terms, Falcon's Beyond's approximately $1 billion valuation will be comprised of the pro forma enterprise value of $620 million at the closing of the transaction and $400 million of consideration tied to positive business performance post-closing. The total valuation under the revised structure is consistent with the approximately $1 billion valuation included in the merger agreement announced in July.
Falcon's Beyond is a global entertainment development company specializing in intellectual property creation and expansion.
In addition to existing 40 million earnout shares tied to stock price appreciation, 40 million shares are now tied to achieving 2023 and 2024 financial targets. Approximately 77% of the promote shares held by FAST II's sponsor are now contingent upon the amount of capital delivered at closing, post-closing stock price performance or achievement of 2023 and 2024 financial performance. The parties also agreed to extend the outside date of the transaction to Sept. 30.
Falcon's Beyond's subscription agreement with Infinite Acquisitions, an existing equity holder, for a $60 million private placement remains in place. Read more.
Source: FAST Acquisition II Amends Terms on Falcon's Beyond Deal