The information contained on this website is only a summary of the information presented in more detail in the Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear. Because this website is just a summary, you should review the Notice for additional details.
Summary of the Action and Settlement
This website relates to a stockholder class action (the “Action”), in the Court of Chancery of the State of Delaware (the “Court”), brought against Defendants Sandy Beall, William Douglas Jacob, Kevin Reddy, Michael Lastoria, Ramin Arani, Alice Elliot, Sanjay Chadda, and Steve Kassin (collectively, “Defendants”). Plaintiffs Special Opportunities Fund, Inc. (“Lead Plaintiff” or “SPE”), ADAR1 Partners, L.P., Great Point Capital, LLC, Cladrius LTD, and George A. Spritzer (collectively, “Plaintiffs”) allege in the Action that the December 9, 2021 Termination and Settlement Agreement between FAST and Fertitta breached its fiduciary duty with respect to the termination of the Merger Agreement and the Termination Fee. The SPE Complaint alleged that, after the directors of FAST determined that the Company would liquidate and distribute its assets, the assets remaining from the Termination Fee (after payment of taxes and expenses) should have been distributed to Class A common stockholders. Plaintiffs claim that had the Action not been filed, the remainder of the Termination Fee would have been distributed only to holders of Class B Founder Shares, including FAST’s directors, and FAST’s Class A common stockholders would have received no part of the Termination Fee. The SPE Complaint alleged that this result would have constituted a breach of fiduciary duty by the directors of FAST.
Plaintiff, on behalf of himself and the Settlement Class (defined in the Notice), and Defendants have reached a Settlement of the Action for $12,500,000.00 in cash. The proposed Settlement, if approved by the Court, will resolve all claims in the Action.
If you are a member of the Settlement Class, you are subject to the Settlement. The Settlement Class certified by the Court for purposes of the Settlement consists of:
All holders of FAST Class A Public Shares at the close of business on August 25, 2022 (the “Settlement Class”). Excluded from the Settlement Class are (i) Defendants; (ii) any person who is, or was at the close of business on August 25, 2022, an officer or director of FAST; (iii) the immediate family members of any of the foregoing excluded persons; (iv) any trusts, estates, entities, or accounts that held FAST Class A Public Shares for the benefit of any of the foregoing excluded persons; (v) any entity in which any of the foregoing excluded persons or entities has, or had at the close of business on August 25, 2022, a controlling interest; and (vi) the legal representatives, heirs, successors-in-interest, successors, transferees, and assigns of the foregoing excluded persons or entities (the “Excluded Stockholders”).
PLEASE NOTE: The Settlement Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Class Members do not have the right to exclude themselves from the Settlement Class.
Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement. If you are eligible to receive a distribution from the Settlement, your distribution will be paid to you directly.
Please be patient, as this process will take some time to complete.
| YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT: |
| RECEIVE A PAYMENT FROM THE SETTLEMENT. CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM. |
If you are a member of the Settlement Class, you may be eligible to receive a pro rata distribution from the Settlement proceeds. Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court. If you are eligible for a distribution from the Settlement, it will be paid to you directly. See paragraphs 35-44 of the Notice for further discussion. |
| OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN JANUARY 8, 2024. |
If you are a member of the Settlement Class and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Plaintiffs ’Counsel’s Fee and Expense Application, including Plaintiffs’ application for Incentive Awards, you may write to the Court and explain the reasons for your objection. |
| ATTEND A HEARING ON JANUARY 22, 2024, AT 1:30 P.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN JANUARY 8, 2024. |
Filing a written objection and notice of intention to appear that is received by January 8, 2024 allows you to speak in Court, at the discretion of the Court, about your objection. In the Court’s discretion, the January 22, 2024 hearing may be conducted by telephone or videoconference (see paragraphs 51-52 of the Notice). If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection. |
How do I obtain more information?
Detailed information about the Settlement is contained in the Notice, a copy of which can be found in the menu at the top of this page. Additional information can also be obtained by contacting the Settlement Administrator by calling toll-free 888-256-6155 or emailing Info@FastAcquisitionStockholdersLitigation.com or mailing a letter to:
FAST Acquisition Stockholders Litigation
c/o JND Legal Administration
PO Box 91466
Seattle, WA 98111
Inquiries should NOT be directed to the Court or the Clerk of the Court.
© JND Legal Administration. All rights reserved.
