Fertitta Entertainment Amend Terms of Merger

Proposal

Fertitta Entertainment, Inc., the parent company of Golden Nugget/Landry’s (Fertitta), a in the gaming, restaurant, hospitality and entertainment industry, and FAST Acquisition Corp. (FAST), a special purpose acquisition company co-headed by Doug Jacob and Sandy Beall, announced today that they have entered into an amendment to their previously announced Agreement and Plan of Merger entered into between the parties on February 1, 2021.

According to the amendment, the Company has agreed to contribute certain operating businesses not originally included as part of the business combination with FAST for no additional debt.  Businesses that will now be contributed to the public company include the Mastro’s brand, the Aquariums, the Pleasure Pier, Vic and Anthony’s, and a handful of smaller restaurant concepts, adding a total of 42 incremental, high-quality business assets.

Also, the Company will enter into a transaction to acquire the Catch restaurants, including Catch Steak, which restaurant group is already 50% owned indirectly by Tilman J. Fertitta.  In connection with the amendment, Mr. Fertitta, the Company’s owner, will receive additional equity in the NYSE public company which will increase his total equity stake post-closing of the transaction to approximately 72%.

Pro forma for the revised transaction, Fertitta Entertainment, Inc. will be one of the largest publicly traded hospitality companies with 5 land-based casinos and substantial ownership of Golden Nugget Online Gaming, Inc. and over 500 restaurants, amusements, hotels, entertainment venues and other business units across 38 states, the District of ColumbiaPuerto RicoHong Kong, mainland ChinaMexico and Singapore, plus numerous licensed restaurants throughout the world.

According to Tilman J. Fertitta, “the contribution of the new business assets greatly improves the Company’s operating cash flow, provides better assets for organic growth, and significantly deleverages the Company as no incremental debt is being incurred by the Company as part of the revised transaction.  Since the rollout of covid vaccinations, the operating results of the incremental assets have been so strong, I decided that I should be focused all in on the Company as I see opportunities for a significant acquisition that would not otherwise be available to the Company without this revised transaction.  We were a great company before and now even better today.”

“The addition of Mastro’s and the destination entertainment businesses provide tremendous cash flow and growth opportunities to the Company and we are excited that Tilman is contributing the new assets to the Company,” said Doug Jacob. “These brands create an even stronger portfolio to leverage for potential future acquisitions.”

Sandy Beall added: “We believe the new assets provide tremendous value to the public company and greatly strengthen the balance sheet for future growth.”

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