Forfeiture and Cancellation of Performance
Based Earnout Shares to Reduce Company Liabilities and Simplify its
Balance Sheet
Falcon’s Beyond Global, Inc. (Nasdaq: FBYD) (“Falcon’s Beyond,”
“Falcon’s,” or the “Company”), a leading innovator in immersive
storytelling through its divisions Falcon’s Creative Group (“FCG”),
Falcon’s Beyond Destinations (“FBD”), and Falcon’s Beyond Brands
(“FBB”), today announced a stock dividend payable on December 17,
2024 to holders of Class A common stock of record as of December
10, 2024. In addition, the Company today announced the cancellation
of the performance-based earnout shares described below, which were
forfeited by their holders to reduce the Company’s liability
overhang and simplify the Company’s balance sheet. These actions
are aimed at optimizing the Company’s capital structure, enhancing
shareholder value, and paving the way for continued expansion as
Falcon’s nears the first anniversary of its de-SPAC transaction and
public listing on Nasdaq on October 6, 2024.
Scott Demerau, Executive Chairman of the Board at Falcon’s
Beyond, stated: “We are pleased to announce the cancellation of the
performance-based earn-out shares and the subsequent stock
dividend. This strategic move streamlines our financial statements
and is designed to enhance shareholder value. We remain committed
to driving growth and delivering value for our shareholders.”
In conjunction with these initiatives, the Company also
announced the appointment of Gino P. Lucadamo to the Audit
Committee. Mr. Lucadamo is an entrepreneur, having founded and run
several businesses in the construction industry over the past 44
years. Mr. Lucadamo is currently an advisor and consultant to East
Construction Management, a company that he founded in 2010.
Stock Dividend
The Board of Directors declared the issuance of a stock dividend
of 0.2 shares of Class A common stock per share of Class A common
stock outstanding payable on December 17, 2024 to holders of Class
A common stock of record as of December 10, 2024. In lieu of
fractional shares, cash will be distributed to each stockholder
based who would otherwise have been entitled to receive a
fractional share, with the amount of cash to be determine based on
the average closing price, rounded to the nearest penny, of the
Company’s Class A common stock on Nasdaq for the five consecutive
business days prior to the payment date of the stock dividend.
Additionally, as a result of the stock dividend, holders of the
Company’s Class B common stock will receive a stock dividend of 0.2
shares of Class B common stock per share of Class B common stock
outstanding, and the Falcon’s Beyond Global, LLC common units that
are issued and outstanding will be adjusted to reflect the same
economic equivalent of the stock dividend. Outstanding warrants,
restricted stock units and other equity awards will be similarly
adjusted in accordance with their terms.
A total of approximately 2.0 million shares of Class A common
stock and approximately 11.5 million shares of Class B common stock
are expected to be issued in connection with the stock dividend.
Stockholders will not be required to take any action to receive the
stock dividend. After the payment date, stockholders’ book entry
accounts will be credited with the additional shares that represent
the stock dividend. When shares are held in a brokerage account in
the name of a broker, the additional shares will be distributed to
the broker on the stockholder’s behalf. The stock dividend is
administered by Continental Stock Transfer & Trust Company, the
Company’s transfer agent.
Forfeiture and Cancellation of Performance Based Earnout
Shares
The Company also announced the forfeiture and cancellation of
17.5 million performance-based earnout shares, which were
originally issued and to be earned based on the achievement of
EBITDA and revenue targets in connection with the de-SPAC
transaction with FAST Acquisition Corp. II which closed on October
6, 2023. The cancellation of the performance-based awards is
expected to eliminate the overhang of the liability classified
awards and simplify the Company’s capital structure. The earnout
shares based on the achievement of stock price targets remain
outstanding.
About Falcon’s Beyond
Falcon’s Beyond is a visionary innovator in immersive
storytelling, sitting at the intersection of three potential high
growth business opportunities: content, technology, and
experiences. Falcon’s Beyond propels intellectual property (IP)
activations concurrently across physical and digital experiences
through three core business units:
- Falcon’s Creative Group creates master plans, designs
attractions and experiential entertainment, and produces content,
interactives, and software.
- Falcon’s Beyond Destinations develops a diverse range of
entertainment experiences using both Falcon’s Beyond owned and
third party licensed intellectual property, spanning location-based
entertainment, dining, and retail.
- Falcon’s Beyond Brands brings brands and intellectual
property to life through animation, movies, licensing and
merchandising, gaming as well as ride and technology sales.
Falcon’s Beyond also invents immersive rides, attractions, and
technologies for entertainment destinations around the world.
FALCON’S BEYOND and its related trademarks are owned by Falcon’s
Beyond.
Falcon’s is headquartered in Orlando, Fla. Learn more at
falconsbeyond.com.
Falcon’s Beyond may use its website as a distribution channel of
material Company information. Financial and other important
information regarding the Company is routinely accessed through and
posted on our website at https://investors.falconsbeyond.com
In addition, you may automatically receive email alerts and
other information about Falcon’s when you enroll your email address
by visiting the Email Alerts section at
https://investors.falconsbeyond.com
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. When used in this press release, words such as
“will”, “aimed”, “expected” and similar expressions identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements are subject to risks and uncertainties that could cause
actual results to differ from those expressed in or implied by the
forward-looking statements, including (1) our ability to sustain
our growth, effectively manage our anticipated future growth, and
implement our business strategies to achieve the results we
anticipate, (2) impairments of our intangible assets and equity
method investment in our joint ventures, (3) our ability to raise
additional capital, (4) the closure of Katmandu Park DR and the
repositioning and rebranding of our FBD business, (5) the success
of our growth plans in FCG, (6) our customer concentration in FCG,
(7) the risk that contractual restrictions relating to the
Strategic Investment may affect our ability to access the public
markets and expand our business, (8) the risks of doing business
internationally, including in the Kingdom of Saudi Arabia, (9) our
indebtedness, (10) our dependence on strategic relationships with
local partners in order to offer and market our products and
services in certain jurisdictions, (11) our reliance on our senior
management and key employees, and our ability to hire, train,
retain, and motivate qualified personnel, (12)
cybersecurity-related risks, (13) our ability to protect our
intellectual property, (14) our ability to remediate identified
material weaknesses in our internal controls over financial
reporting, (15) the concentration of share ownership and the
significant influence of the Demerau Family and Cecil D. Magpuri,
(16) the outcome of pending, threatened and future legal
proceedings, (17) our continued compliance with Nasdaq continued
listing standards, (18) risks related to our Up-C entity structure
and the fact that we may be required to make substantial payments
to certain unitholders under our Tax Receivable Agreement, and the
risks disclosed under the caption “Risk Factors” in the Company’s
Annual Report on Form 10-K, as filed with the Securities and
Exchange Commission on April 29, 2024, and the Company’s other
filings with the Securities and Exchange Commission. The
forward-looking statements herein speak only as of the date of this
press release, and the Company undertakes no obligation to publicly
update or revise any forward-looking statement as a result of new
information, future events or otherwise, except as otherwise
required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241001872094/en/
Media Relations: Kathleen Prihoda, Falcon’s Beyond
kprihoda@falconsbeyond.com
Investor Relations: ir@falconsbeyond.com
Falcons Beyond Global (NASDAQ:FBYD)
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