Falcon’s Beyond Plans Public-Market Debut for Fall 2022

Falcon’s Beyond, a leading fully integrated global entertainment development company specializing in intellectual property (“IP”) creation and expansion, and FAST II, a special purpose acquisition company founded by Doug Jacob and headed by Sandy Beall, have announced that they have entered into a definitive merger agreement that is expected to result in Falcon’s Beyond becoming a publicly listed company on Nasdaq.

Upon the closing of the transaction, the new combined company (the “PubCo”) will be named “Falcon’s Beyond Global” and is expected to be listed on Nasdaq under the ticker symbol “FBYD.”

Falcon’s Beyond, led by Executive Chairman Scott Demerau and CEO Cecil D. Magpuri, has collaborated with some of the most accomplished entertainment IP holders across the globe and has established multiple joint ventures with Meliá Hotels International (“Melia”) to co-own and co-operate multiple beachside resorts and parks. The Company has been involved in the master planning of more than $100 billion worth of development projects, producing award-winning entertainment experiences, and creating exceptional media content and experiential technology for worldwide audiences. Falcon’s Beyond’s business segments’ list of client and IP collaborators includes Walt Disney World, Universal Studios, SeaWorld Parks & Entertainment, Atlantis, Marvel, National Geographic, NASA, AT&T, Lego, Hard Rock, Formula 1, Lionsgate, Cartoon Network and Microsoft, among others.

Falcon’s Beyond’s fully integrated entertainment business consists of three distinct categories, all bolstered by its world-class partnerships:

• Falcon’s Creative Group:
  • Provides master planning, creative design, media and audio production, attraction systems and experiential technology to customers around the world.
  • Elevates immersive storytelling experiences by designing new themed attraction systems and technologies.
  • Develops patented and patent-pending products including augmented reality devices, interactive walking adventures, immersive interactive theaters, 360° motion-based experiences, customized dark rides, revolutionary dome theater experiences and a smooth and sophisticated flying theater system.
  • Currently developing the Kingdom of Saudi Arabia’s first, and the region’s largest, water theme park with Qiddiya.
  • Has received more than 30 industry awards throughout its 22-year history.
• Falcon’s Beyond Destinations:
  • Develops, owns and operates leisure destination resorts, redefining location-based entertainment and hospitality by blending luxury, leisure and entertainment to create “resortainment.”
  • Through its 50-50 strategic joint ventures with Meliá, one of the world’s largest leisure hotel groups with 350+ properties across 40+ countries, the Company will expand the original Katmandu Park concept through a global pipeline of additional Katmandu theme parks.
    • Successfully launched the Katmandu IP in Mallorca, Spain in 2007.
    • Katmandu Park Punta Cana expected to open in the Dominican Republic by early 2023.
    • Additional locations in Tenerife and Playa Del Carmen by 2024.
    • New Falcon’s Central signature destinations will merge retail, dining and entertainment.
• Falcon’s Beyond Brands:
  • Utilizes a unique 360-degree brand expander methodology to leverage all three of Falcon’s Beyond business segments.
    • Seeks to activate and grow both proprietary and partner IP concurrently across all forms of entertainment.
    • Includes media content, consumer products and themed entertainment destinations.
  • Brand expander strategy compresses the timeline for IP monetization.

Falcon’s Beyond Investment Highlights

Through its powerful combination of experience, capabilities and partners, Falcon’s Beyond has an opportunity to transform the multi-trillion-dollar hotel & resort and entertainment & media markets.

• Positioned to capitalize on what we believe will be a secular shift in consumer demand to leisure and experiential entertainment.
• Significant opportunity in IP expansion through a joint venture with Meliá Hotels International, with which we co-own luxury themed resorts in popular beach destinations.
• Reimagining traditional IP deployment and brand activation strategies through the anticipated unleashing of physical and digital stories in a fraction of typical timelines
• Ownership of multiple storied brands which can be deployed in numerous lanes concurrently.
• Forecasted profitable, high growth business model.
• Contemplatedtransaction structure provides FAST II stockholders attractive value opportunity and structural seniority optionality.

Management Commentary

Scott Demerau, Executive Chairman, commented, “Falcon’s Beyond is a fully integrated entertainment development company. We are able to enhance the ability and activate the IP of our globally renowned partners in the entertainment industry to help bring stories to life in previously unimagined ways through our theme parks and resorts, innovative content creation engine and proprietary technology. Falcon’s Beyond provides a comprehensive entertainment experience rooted in our profound IP creation and expansion capabilities. We will help deliver immersive entertainment experiences to audiences around the world and plan to continue to expand as a publicly traded company.”

Cecil D. Magpuri, Chief Executive Officer, commented, “Falcon’s Beyond turns imagined worlds into reality, and we are thrilled to be partnering with the FAST II team as they join with us in this transformative transaction to become a publicly traded company. Falcon’s Beyond intends to use the funds raised in this transaction to continue to scale globally, build out the Company’s brick-and-mortar experiential entertainment operations and enhance our proprietary content. Today’s announcement represents an exciting new chapter that will enable Falcon’s Beyond to accelerate growth in its high-performing core markets, expand into new ones and rapidly deploy IP across all verticals in the global entertainment industry. Furthermore, Falcon’s Beyond also plans to continue to build upon our successful track record of delivering highly profitable theme parks, resorts and attractions with patented technologies, feature films, episodic series, consumer products, licensing and merchandising.”

Doug Jacob, Founder of FAST II, commented, “FAST II was built to identify and accelerate the growth of an exceptional company – we believe we have found that in Falcon’s Beyond and its best-in-class management team. The extraordinary and wide-reaching breadth of its IP and brick-and-mortar opportunities, ideal unit economics and significant opportunity for expansion offers an exciting platform for growth in the entertainment category. Scott and Cecil both have tremendous experience and expertise in the space, and we believe that the Company is poised for rapid growth and will continue to lead experiential entertainment development and IP expansion. We are so pleased to be able to play an important role in guiding Falcon’s Beyond on its path to becoming a publicly traded company.”

Transaction Overview

The transaction values PubCo at a pro forma enterprise value of approximately $1.0 billion. To provide meaningful downside protection to support the transaction, 50% of the position of each non-redeeming stockholder of FAST II’s will automatically convert into convertible preferred equity with an 8% dividend and $11.00 conversion price, and 20% of the founder shares held by FAST II’s sponsor are being forfeited and contributed to a bonus pool allocated pro rata among private placement investors and non-redeeming public stockholders of FAST II, excluding any common shares converted to convertible preferred.

Concurrently with the execution of the definitive business combination agreement by Falcon’s Beyond and FAST II, Falcon’s Beyond entered into a subscription agreement with Katmandu Collections, LLLP, an existing holder of equity in Falcon’s Beyond for a $60 million private placement, of which $20 million has been pre-funded and deployed to Falcon’s Beyond investment in its Punta Cana resort, at the same value per share to be received by Falcon’s Beyond’s existing equity holders in the business combination. This private placement is expected to close in one or more tranches prior to the closing of the business combination.

Assuming no redemptions by FAST II stockholders, the transaction is expected to deliver up to $282 million in gross cash proceeds to the PubCo, including the private placement described above, prior to the payment of transaction expenses.

The Boards of Directors of Falcon’s Beyond and FAST II have each unanimously approved this transaction. The transaction is subject to customary closing conditions, including the approval of the stockholders of FAST II. The transaction is expected to close in either the second half of 2022 or the first quarter of 2023, and the PubCo will be led by Scott Demerau as Executive Chairman and Cecil D. Magpuri as Chief Executive Officer.

Additional information about the proposed transaction, including a copy of the transaction agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by FAST II with the Securities and Exchange Commission (“SEC”) and will be available on the FAST II website, the Falcon’s Beyond investor page and at the SEC’s website at http://www.sec.gov/.

Advisors

Guggenheim Securities, LLC is serving as financial advisor to Falcon’s Beyond. Jefferies LLC is serving as lead financial advisor and capital markets advisor to FAST II. White & Case LLP is serving as legal advisor to Falcon’s Beyond. Gibson, Dunn & Crutcher LLP is serving as legal advisor to FAST II. Paul Hastings LLP is serving as legal advisor to Jefferies.

Investor Conference Call Information

Falcon’s Beyond and FAST II will host a joint investor conference call to discuss the proposed transaction on July 12, 2022 at 7:30 AM ET. Interested parties may access the webcast and associated presentation materials on Falcon’s Beyond’s (https://falconsbeyondglobal.com/investor-relations/) or FAST II’s (https://www.fastacqii.com/) Investor Relations websites.

About Falcon’s Beyond

Headquartered in Orlando, Florida, Falcon’s Beyond is a fully integrated, top-tier experiential entertainment development enterprise focusing on a 360° IP Expander™ model. The company brings its own proprietary and partner IPs to global markets through owned and operated theme parks, resorts, attractions, patented technologies, feature films, episodic series, consumer products, licensing, and beyond. The company has won numerous design awards and provided design services in 40 countries around the world, turning imagined worlds into reality.