Tilman Fertitta is taking Golden Nugget casino company public again through a merger with special purpose acquisition company Fast Acquisition Corp. that values his Fertitta Entertainment Inc. at $6.6 billion, including debt.
The definitive merger agreement, which also includes Landry's restaurants, was announced in a press release Monday. Fertitta said he was taking the company public now to take advantage of opportunities for acquisitions in the wake of the global pandemic, particularly in the casino industry. “I want to do big gaming deals,” Fertitta told Bloomberg on Sunday. “Thirty years ago there was gambling in two states. Now we’re approving new states for online almost on a weekly basis.”
Tilman Fertitta, sole owner of Fertitta, will continue to lead the Golden Nugget/Landry's empire and serve as the Chairman, President and CEO of the company. He will also be the largest shareholder with an approximately 60% interest, a stake valued at roughly $2 billion. He will also control the majority of the vote through a special class of stock. No other changes to management are anticipated as the existing Golden Nugget/Landry's management team will continue to lead the company.
Fertitta now operates five casinos in the US under the Golden Nugget brand. The new company will include Fertitta’s 50% stake (approximately 31 million shares) in Golden Nugget Online Gaming Inc., which he took public last year, also via a merger with a SPAC.
"After taking the company private in 2010, we accomplished a lot. However, in today's opportunistic world, I determined that in order to maximize the opportunities in the gaming, entertainment and hospitality sectors, it was preferable to take my company public," Fertitta explained in the release. "We first began to explore going public in 2019, as we saw tremendous M & A deals hitting the market. However, the pandemic set these efforts back. FAST provided us with the perfect merger vehicle to allow us to take control of an already existing public company. FAST's capital along with the equity investment from institutional shareholders will strengthen our balance sheet and allow us to pursue our acquisition strategy."
Fast Acquisition Corp. is co-headed by Doug Jacob and Sandy Beall. Fertitta added: "After I compared the opportunities provided by a transaction with FAST, versus the traditional IPO route, it became abundantly clear that we could access the capital markets with more certainty and speed if we did a deal with FAST. Working with Doug and Sandy has been a pleasure, and I truly appreciate their time and contribution to this process. At the end of the day, the decision to do a deal with FAST was a no-brainer."
"The hospitality industry is experiencing the greatest disruption of our lifetimes and Tilman and his team have remained the premiere gaming and restaurant operators in the country," said Jacob. "We believe this diverse portfolio made up of full-service dining and entertainment concepts combined with pent-up consumer demand, will find continued success as a public company."
Restaurant operator Eugene Remm, Chief Brand Officer for Fast and a partner with Tilman Fertitta in the renowned Catch Restaurant Group, will serve on the company's Board.