Landcadia Holdings II
PROPOSED BUSINESS COMBINATION: Golden Nugget Online Gaming, Inc.
ESTIMATED CURRENT FUNDS in TRUST: $320.5 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.13*
ENTERPRISE VALUE: $745 million
*SPACInsider estimate
Landcadia Holdings II proposes to acquire Golden Nugget Online Gaming, Inc. (“GNOG”), a US online real money casino owned by Tilman Fertittas. GNOG will become only the second pure publicly traded online casino company in the US. The transaction is expected to close in the third quarter of this year. Upon closing, Landcadia II intends to change its name to Golden Nugget Online Gaming, Inc. and its Nasdaq trading symbol to GNOG.
Golden Nugget and its iGaming business is a well-established leader in New Jersey, the largest online gaming market in North America. GNOG has obtained market access, subject to regulatory approval, to Pennsylvania and Michigan and anticipates launching its online casino brand in each of those new markets in early 2021.
Tilman J. Fertitta will remain GNOG’s Chairman and CEO, and Thomas Winter, who was brought in to develop Golden Nugget’s online gaming business, will continue to serve as GNOG’s President.
GNOG Highlights
- Started operation in New Jersey Q4 2013
- Became profitable in 2016
- First online gaming company to launch Live Dealer in the US
- Won Industry award as top operator 3 years in a row
- First to launch Live Casino Floor in US
- Net Income of over $11 million in 2019
SUBSEQUENT EVENTS – 9/22/20
Amended Proposed Charter
The Amendment, among other things, includes revisions to the Fourth Amended and Restated Certificate of Incorporation.
- The Purchase Agreement provided for the creation of a new non-economic Class B common stock of the Company which will entitle the holder to ten votes per share (the “High Voting Rights”), subject to certain limitations and a certain minimum beneficial ownership of the Company’s equity securities by Tilman Fertitta and his affiliates.
- The Amended Proposed Charter provides that the High Voting Rights will expire if and when Mr. Fertitta and his affiliates no longer beneficially own at least 30% of the total number of
- (i) shares of the Company’s Class A common stock outstanding as of the Closing and
- (ii) shares of the Company’s Class A common stock that may be issued upon exchange of the Class B units of Landcadia HoldCo held by Mr. Fertitta and his affiliates as of the Closing.

NOTABLE CONDITIONS TO CLOSING
- No minimum cash closing condition
NOTABLE CONDITIONS TO TERMINATION
- By LF LLC (Landry’s Fertitta LLC) if the cash balance at GNOG LLC immediately following the Closing would be less than of $80 million.
- By LF LLC (Landry’s Fertitta LLC) or the Company if the Closing has not occurred by January 30, 2021 and the delay is not due to the material breach of the Purchase Agreement by the party seeking termination.
FORFEITURE AND CALL-OPTION AGREEMENT
- Jefferies and the Company have entered into an agreement (the “Forfeiture and Call-Option Agreement”), pursuant to which, as of and contingent upon the Closing:
- Jefferies will forfeit two thirds (or 2,543,750) of its shares of the Existing Class B Common Stock.
- In addition, Jefferies has granted to the Company an option to repurchase any of Jefferies’ previously-issued private placement warrants exercisable to purchase shares of the Class A Common Stock, to the extent that Jefferies wishes to exercise or sell warrants
ADVISORS
- Jefferies LLC is acting as exclusive financial and capital markets advisor to Landcadia II.
- Haynes and Boone LLP is acting as legal advisor to GNOG.
- White & Case LLP is acting as legal advisor to Landcadia II.
- Houlihan Lokey, Inc. is serving as financial advisor to the Committee of Landcadia II.
LANDCADIA HOLDINGS II MANAGEMENT & BOARD
Executive Officers
Tilman J. Fertitta, 61
Co-Chairman and Chief Executive Officer
Mr. Fertitta was previously Co-Chairman and Chief Executive Officer of Landcadia I from September 15, 2015 through the consummation of the Waitr business combination, and he currently serves on the board of directors of Waitr Holdings Inc. Since August 2010, Mr. Fertitta has been the sole shareholder, chairman and Chief Executive Officer of FEI, which owns the NBA’s Houston Rockets, the restaurant conglomerate Landry’s, Inc. (“Landry’s”) and the Golden Nugget Casinos and is recognized today as a global leader in the dining, hospitality, entertainment and gaming industries. Mr. Fertitta was the sole shareholder at the time he took Landry’s public in 1993, and after 17 years as a public company, he was the sole shareholder in taking Landry’s private in 2010. Mr. Fertitta currently serves as Chairman of the Houston Children’s Charity, the Houston Police Foundation, and is currently the Chairman of the Board of Regents for the University of Houston. He is also on the Executive Committee of the Houston Livestock Show and Rodeo, one of the Nation’s largest charitable organizations. He also serves on the boards of the Texas Heart Institute and the Greater Houston Partnership.
Richard Handler, 57
Co-Chairman and President
Mr. Handler previously served as Co-Chairman and President of Landcadia I from September 15, 2015 through the consummation of the Waitr business combination. Mr. Handler has served as a director and Chief Executive Officer of Jefferies since March 2013. He has been Chairman of Jefferies since February 2002 and Chief Executive Officer of Jefferies since January 2001. Mr. Handler has also served as Chief Executive Officer of Jefferies LLC, Jefferies’ principal operating subsidiary, since January 2001 and as President of Jefferies since May 2006. Mr. Handler was first elected to the board of directors of Jefferies in May 1998. He was Managing Director of High Yield Capital Markets at Jefferies from May 1993 until February 2000, after co-founding that group as an Executive Vice President in April 1990. He is also Chairman and Chief Executive Officer of the Handler Family Foundation, a non-profit foundation working primarily with underprivileged youth.
Richard H. Liem, 66
Vice President and Chief Financial Officers
Mr. Liem previously served as Vice President and Chief Financial Officer of Landcadia I from September 15, 2015 through the consummation of the Waitr business combination. Mr. Liem currently serves as Chief Financial Officer and Executive Vice President of Golden Nugget, LLC. Mr. Liem has been the Chief Financial Officer of Landry’s Restaurants Inc. (a subsidiary of Golden Nugget, LLC.) since June 11, 2004 and serves as its Executive Vice President and Principal Accounting Officer. He joined Landry’s Restaurants, Inc. in 1999 as the Corporate Controller. Mr. Liem joined Landry’s from Carrols Corporation, where he served as the Vice President of Financial Operations from 1994 to 1999. He served with the Audit Division of Price Waterhouse, L.L.P. from 1983 to 1994. He has been a Director of Landry’s, Inc. since 2009 and also serves as a director of Golden Nugget, LLC. In addition, he serves as the Executive Vice President and Chief Financial Officer of FEI, which is the holding company for Golden Nugget, Inc., Landry’s, Inc., and other assets owned and controlled by Tilman J. Fertitta. Mr. Liem is a Certified Public Accountant and was first licensed in Texas in 1989.
Steven L. Scheinthal, 57
Vice President, General Counsel and Secretary
Mr. Scheinthal previously served as Vice President, General Counsel and Secretary of Landcadia I from September 15, 2015 through the consummation of the Waitr business combination, and he currently serves on the board of directors of Waitr Holdings Inc. Mr. Scheinthal has served as a member of the Board of Directors of Landry’s since its IPO in 1993 and as its Executive Vice President or Vice President of Administration, General Counsel and Secretary since September 1992. He also serves as a member of the board of directors, Executive Vice President and General Counsel of FEI, which is the holding company for Landry’s, the Golden Nugget Hotels and Casinos and other assets owned and controlled by Tilman J. Fertitta. He devotes a substantial amount of time on behalf of all FEI companies, including Landry’s and Golden Nugget, to acquisitions, financings, human resources, risk, benefit and litigation management, union, lease and contract negotiations, trademark oversight and licensing and is primarily responsible for compliance with all federal, state and local laws. He was also primarily responsible for Landry’s corporate governance and SEC compliance from its initial public offering and during the 17 plus years Landry’s operated as a public company. We believe the foregoing experience provides the Company with valuable insight, skills and perspective. Prior to joining Landry’s, he was a partner in the law firm of Stumpf??& Falgout in Houston, Texas. Mr. Scheinthal represented Landry’s for approximately five years before becoming part of the organization. He has been licensed to practice law in the state of Texas since 1984.
Nicholas Daraviras, 45
Vice President, Acquisitions
Mr. Daraviras previously served as Vice President, Acquisitions of Landcadia I from September 15, 2015 through the consummation of the Waitr business combination. Mr. Daraviras is a Managing Director of Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation). Prior to 2014, Mr. Daraviras had been employed with Jefferies Capital Partners, LLC or its predecessors since 1996. Mr. Daraviras has served on the board of Fiesta Restaurant Group since April 2011 and currently serves on its Finance Committee and Corporate Governance and Nominating Committee. He also served on the boards of Edgen Group Inc., a global distributor of specialty steel products, or its predecessors from February 2005 until 2013, Carrols Restaurant Group, Inc. from 2009 until 2013, and The Sheridan Group, Inc. from 2003 until 2017. Mr. Daraviras served on the Audit Committee of The Sheridan Group, Inc., the Compensation Committee of Carrols Restaurant Group and the Compensation, Corporate Governance, and Nominating Committees of Edgen Group Inc. He also serves on several boards of directors of private portfolio companies of Jefferies Financial Group Inc.
Board of Directors
Michael Chadwick, 67
Director Nominee
Mr. Chadwick was previously a director of Landcadia I from May 8, 2017 through the consummation of the Waitr business combination. Mr. Chadwick has been in the commercial, investment and merchant banking businesses since 1975. Since April 2018, Mr. Chadwick has served as Managing Director and Principal of Chadwick Capital Advisors, LLC. Previously, since June 2017, he operated as an independent contractor serving as Managing Director and Principal of SLCA Capital, LLC, a registered broker dealer and member of FINRA and SIPC. Mr. Chadwick has arranged private and public debt and equity capital, and has provided financial advisory services relating to merger and acquisition activity, for numerous public and privately held companies across a broad spectrum of industries for over 40 years. Mr. Chadwick was most recently a Managing Director of Shoreline Capital Advisors, Inc. from 2011 to 2017. He was a Managing Director at Growth Capital Partners, LP during 2010. From 1994 through 2009, Mr. Chadwick was a Senior Vice President and Managing Director of Sanders Morris Harris Group, Inc. (SMHG), which at that time was the largest investment banking firm headquartered in the Southwest. Prior to SMHG, Mr. Chadwick in 1988 co-founded Chadwick, Chambers and Associates, Inc., an investment and merchant banking boutique specializing in providing traditional corporate finance services and, in select situations, sponsoring financial transactions as principal. Mr. Chadwick has served on numerous boards of directors of both private and public companies, including service as the chairman of the audit committee of Landry’s when it was a public company. Presently he serves on the boards of directors of Moody-Price, LLC and Landry’s and the audit committee for the Golden Nugget Atlantic City, as well as on the Board of Trustees of the Harris County Hospital District Foundation.
G. Michael Stevens, 58
Director Nominee
Mr. Stevens was previously a director of Landcadia I from August 23, 2016 through the consummation of the Waitr business combination. Mr. Stevens currently serves as Managing Member of MS2 Ventures LLC, an advisory and investment firm in the sports and entertainment industry. Mr. Stevens served as the Senior Vice President and Chief Marketing Officer for the New York Giants from 2006 until January 2019, and from 2003 to 2006 he served as the Senior Vice President of Sales & Marketing for the Washington Redskins. Mr. Stevens’ prior experience includes key marketing executive roles at eBay Inc. and the National Basketball Association. Mr. Stevens has served as a board member of Remedy Analytics, an analytics technology company, since 2011. Mr. Stevens holds a Bachelor of Arts Degree from Hobart College, where he has served as a member of the Board of Trustees.
Scott Kelly, 56 [Appointed 5/14/20]
Class III Director
Mr. Kelly, 56, is a former NASA astronaut and retired United States Navy Captain, U.S. spaceflight record holder and an experienced test pilot having logged more than 15,000 hours of flight time in more than 40 different aircraft and spacecraft. A former fighter pilot, Mr. Kelly flew the F-14 Tomcat aboard the aircraft carrier, USS Dwight D. Eisenhower. Mr. Kelly was selected by NASA as an astronaut in 1996. A veteran of four space flights, he piloted Space Shuttle Discovery to the Hubble space telescope in 1999 and, subsequently, commanded Space Shuttle Endeavor on a mission to the International Space Station in 2007. His long-duration space flight experience includes two flights on the Russian Soyuz spacecraft, launching and landing from Kazakhstan and two stays aboard the International Space Station as commander, the first a 159-day mission in 2010-2011 followed by his recorded-breaking 340-day mission to the ISS in 2015. During his yearlong mission, known worldwide as the “Year In Space,” he conducted three spacewalks before returning home in March 2016. Mr. Kelly has received many awards and honors, including the Defense Superior Service Medal, the Legion of Merit and Distinguished Flying Cross. Mr. Kelly also was recognized at the 2015 State of the Union Address by United States President Barack Obama. Mr. Kelly is a Fellow of the Society of Experimental Test Pilots and a member of the Association of Space Explorers. Mr. Kelly was appointed Champion for Space by the United Nations Office for Outer Space Affairs. Mr. Kelly previously served on the Audit Committee of Golden Nugget, a subsidiary of Fertitta Entertainment, Inc. Since his departure from NASA in April 2016, Mr. Kelly founded Mach 25 LLC, through which he has been active as a motivational speaker and author. In 2016 he published a New York Times bestseller memoir Endurance and a children’s picture book; more recently, he published Infinite Wonder – a collection of extraordinary images he photographed aboard ISS, also a New York Times bestseller.
