FAST Acquisition Corp (NYSE: FST) announced this morning that it has come to a partial agreement with regard to the suit brought by Special Opportunities Fund (NYSE:SPE) over the distribution of the SPAC’s funds in its upcoming liquidation.
FAST earlier announced that it would liquidate shortly after August 25, but its up to $33 million termination fee from the scuppered combination with Fertitta Entertainment would not be among the funds that were to go out pro rata to shareholders. Last week, Special Opportunities filed a lawsuit to prevent the SPAC’s sponsor from walking away with this cash.
This interim agreement would smooth out some details with the liquidation just around the corner. Setting aside the wider question of the termination fee, the parties have agreed that FAST’s sponsor will be allowed to use available funds to pay down $4.5 million in taxes, $3 million in professional fees, $1 million to pay back a working capital loan, $1 million in defense costs for the lawsuit itself, plus whatever expenses necessary to continue to bind Fertitta to the breakup fee terms.
This adds up to approximately $9.5 million in allowances, which if taken purely from the fee rather than FAST’s estimated $200.4 million trust, would leave $23.5 million from the full fee on the table. Special Opportunities plans to continue to pursue the lawsuit, arguing that FAST’s Board has a fiduciary duty to distribute all remaining net assets to all shareholders.
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