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Fertitta Entertainment and FAST Acquisition Corp. (FST) announced that they have entered into a definitive merger agreement that will result in Fertitta Entertainment becoming a publicly listed company. 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. Fertitta will also be the company's largest shareholder with an approximately 60% interest in the company and stock valued upon the closing of the transaction in excess of $2B dollars. No other changes to management are anticipated as the existing Golden Nugget/Landry's management team will continue to lead the company. In addition, the transaction will include voting control and ownership by the company of approximately 31M shares or nearly half of all outstanding shares in Golden Nugget Online Gaming (GNOG). The transaction implies an enterprise valuation for Golden Nugget/Landry's of approximately $6.6B, or 9.25x projected 2022 pro forma Adjusted EBITDA of $648 million, including the value of the GNOG equity to be contributed to the Company, based on an assumed per share trading price of approximately $18 for GNOG shares, which will be subject to adjustment based on the 60 day average price of the stock before closing. Estimated cash proceeds from the transaction are expected to consist of FAST's $200M of cash in trust, assuming no redemptions. In addition, institutional shareholders have committed to invest approximately $1.2B in the form of a PIPE at a price of $10.00 per share of common stock of FAST immediately prior to the closing of the transaction. The company expects to use the proceeds from the transaction to accelerate the company's growth initiatives, general corporate purposes and reduce existing debt. In connection with the merger, the parties will undertake certain reorganizational transactions to exclude from the public company certain businesses and assets that Tilman will continue to wholly own on a private basis. The FAST sponsors and members of its board of directors and management team have agreed to a lock-up period of up to one year following the closing, subject to certain permitted transfers and a potential early release as early as approximately 180 days after Closing if certain trading price targets are met. Upon the Closing, and assuming none of FAST's public stockholders elect to redeem their shares, Tilman Fertitta is expected to own close to 60% of the company, the FAST sponsors are expected to own 1% of the company, PIPE participants are expected to own 35% of the company, and the remaining public stockholders are expected to own 4% of the company. The boards of directors of each of FAST and Fertitta have unanimously approved the transaction. The transaction will require the approval of the stockholders of FAST and is subject to other customary closing conditions, including the receipt of certain regulatory and gaming approvals. The transaction is expected to close in the second quarter.