Enterprising Investor
3年前
Special Opportunities Fund Reaches Settlement With FAST Acquisition Corp. (8/12/23)
SADDLE BROOK, N.J.--(BUSINESS WIRE)--Special Opportunities Fund, Inc. (NYSE: SPE) today announced that it has reached a settlement of a class action lawsuit filed in the Delaware Court of Chancery against FAST Acquisition Corp. regarding the distribution of FAST’s net assets.
The proposed settlement, which is subject to court approval, provides for a cash payment by the defendants of $12.5 million. Phillip Goldstein, Chairman of SPE and a managing partner of Bulldog Investors, LLP, SPE’s investment advisor, stated: “Assuming the Court approves the proposed settlement, we anticipate that, after accounting for litigation expenses, former common stockholders of FAST who received a pro rata liquidation payment of $10.0275 per share from the trust account on or about August 26, 2022 should receive an additional payment of at least $0.50 per share in the first quarter of 2024.”
Morris Kandinov LLP is serving as counsel to SPE in the litigation.
About Special Opportunities Fund, Inc. and Bulldog Investors, LLP:
Special Opportunities Fund, Inc. is an SEC-registered closed-end investment company. (specialopportunitiesfundinc.com) that often employs activist strategies, including litigation, to enhance the value of its investments.
Bulldog Investors, LLP is an SEC-registered investment adviser that manages Special Opportunities Fund and separately-managed accounts. (www.BulldogInvestors.com)
https://www.businesswire.com/news/home/20231012390434/en/Special-Opportunities-Fund-Reaches-Settlement-With-FAST-Acquisition-Corp.
Enterprising Investor
4年前
FAST Acquisition Corp. Announces Additional Information Concerning the Redemption of its Public Shares (8/10/22)
FAST Acquisition Corp. (the “Company”) (NYSE: FST.U, FST, FST.WS), a special purpose acquisition company, today announced additional information concerning the previously disclosed redemption of all of its outstanding shares of Class A common stock (the “public shares”), effective as of August 26, 2022, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation (the “Charter”).
Pursuant to the Charter, and as disclosed in the Company’s registration statement on Form S-1 for its initial public offering and subsequent periodic filings with the United States Securities and Exchange Commission (the “Commission”), if the Company is unable to complete an initial business combination within 24 months from the closing of its initial public offering, or August 25, 2022, the Company is required to: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem its public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest earned on the funds held in the Trust Account, divided by the number of then outstanding public shares, which redemption will completely extinguish the rights of the public shareholders as stockholders (including any right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company will not withhold any amount from the Trust Account to pay taxes or dissolution expenses, despite the provisions in the Charter permitting it to do so, and instead will pay taxes, dissolution expenses and other creditor claims from working capital held outside the Trust Account, including funds received pursuant to the Termination and Settlement Agreement between the Company and Fertitta Entertainment Inc. (the “Termination and Settlement Agreement”).
The Company currently expects the per-share redemption price for the public shares will be approximately $10.02 (as finally determined, the “Redemption Amount”).
The Company anticipates that the public shares will cease trading as of the close of business on August 25, 2022. As of August 26, 2022, the public shares will be redeemed and cancelled and will represent only the right to receive the Redemption Amount. After August 26, 2022, the Company will cease all operations except for those required to wind up the Company’s business.
The Redemption Amount will be paid on August 26, 2022 to holders of public shares outstanding at the close of business on August 25, 2022, without any required action on their part.
The Company’s warrants will expire in accordance with their terms upon the liquidation of the Company.
The Company previously disclosed that, in accordance with the foregoing terms and requirements of the Charter, any funds received pursuant to the Termination and Settlement Agreement that are remaining after the payment of expenses will not be part of any distributions with respect to the public shares. On August 9, 2022, a lawsuit was filed in the Court of Chancery of the State of Delaware by Special Opportunities Fund, Inc. as a putative class action against the Company, Fast Sponsor, LLC, and the Company’s directors. The lawsuit alleges breach of fiduciary duty and unjust enrichment, and seeks to enjoin dissolution and the distribution of any net assets outside of the Trust Account, or to impose a constructive trust over such net assets, and to order defendants to distribute such net assets to the holders of public shares or to award damages. The defendants believe the lawsuit is without merit and intend to defend it vigorously.
The Company expects that NYSE will file a Form 25 with the Commission to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
Enterprising Investor
4年前
Special Opportunities Fund Reaches Interim Agreement With FAST Acquisition Corp. (8/16/22)
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)
https://www.businesswire.com/news/home/20220816005913/en/Special-Opportunities-Fund-Reaches-Interim-Agreement-With-FAST-Acquisition-Corp.
Enterprising Investor
4年前
Special Opportunities Fund Sues Insiders of FAST Acquisition Corp. (8/10/22)
SADDLE BROOK, N.J.--(BUSINESS WIRE)--Special Opportunities Fund, Inc. (NYSE: SPE) today announced that it has filed a class action lawsuit in the Delaware Court of Chancery against FAST Acquisition Corp. (NYSE: FST) to prevent certain insiders from appropriating FAST’s net assets through the dissolution of the Company.
FAST’s sole objective is to consummate a business combination with another entity. In 2021, FAST negotiated a merger agreement with Fertitta Entertainment, Inc. which Fertitta subsequently terminated. In connection with the termination, FEI agreed to pay a breakup fee to FAST of up to $33 million, including $26 million if FAST does not consummate a business combination by August 25, 2022. FAST has announced that it will not be able to enter into a business combination by the deadline and will dissolve. However, FAST’s insiders have indicated that they will keep the breakup fee for themselves and not distribute any portion of it to the public stockholders.
The complaint contends that FAST’s Board of Directors has a fiduciary duty to distribute its net assets equitably i.e., to all stockholders, in a dissolution, which is expected to occur in the near future. Phillip Goldstein, Chairman of SPE and a managing partner of Bulldog Investors, LLP, SPE’s investment advisor, commented: “We have seen some brazen self-serving schemes by public company insiders over the years but the attempt by a SPAC sponsor, after failing to achieve a business combination, to grab a parting gift for itself and management at the expense of the SPAC’s public stockholders, as it intends to do here, represents a new low in corporate governance.”
Morris Kandinov LLP is serving as counsel to SPE in the litigation.
About Special Opportunities Fund, Inc. and Bulldog Investors, LLP:
Special Opportunities Fund, Inc. is an SEC-registered closed-end investment company. (specialopportunitiesfundinc.com)
Bulldog Investors, LLP is an SEC-registered investment adviser that manages closed-end funds like Special Opportunities Fund, certain private investment limited partnerships, and separately-managed accounts. (www.BulldogInvestors.com)
https://www.businesswire.com/news/home/20220810005495/en/Special-Opportunities-Fund-Sues-Insiders-of-FAST-Acquisition-Corp.
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