HOUSTON, June 29, 2020 /PRNewswire/ -- Tilman J.
Fertitta and Landcadia Holdings II, Inc. (NASDAQ: LCA,
"Landcadia II") announced today that Landcadia II has entered into
a Purchase Agreement to acquire Golden Nugget Online Gaming, Inc.
("GNOG"), a US online real money casino owned by Tilman Fertitta, recognized by both its peers
and customers alike as the industry leading online casino that
brought Live Dealer to the US market place. Landcadia II is a
publicly traded special purpose acquisition company co-sponsored by
Fertitta Entertainment, Inc. and Jefferies Financial Group
Inc.
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.
"GNOG is one of the best positioned companies to capitalize on
this massive online gaming opportunity in the US," said
Rich Handler, Co-Chairman of
Landcadia II and CEO of Jefferies LLC. "We at Jefferies couldn't be
more thrilled to partner with Tilman and bring this great
opportunity to the public markets."
Golden Nugget is a household name throughout the United States 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.
GNOG is known among its industry peers as the preeminent
operator in the US online gaming market, having won the EGR North
America Top Operator Award for three consecutive years. GNOG is
known for its innovation, including initiating Live Dealer, Live
Casino Floor gambling and a number of exclusive slot machine games
to mobile devices, tablets and computers throughout New Jersey, as well as its top-notch 24/7
customer support.
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.
During the seven years since Thomas
Winter started Golden Nugget's iGaming business in
New Jersey, revenues and
profitability have grown each year despite facing competition with
greater financial resources. According to Mr. Fertitta, "Golden
Nugget is one of the most time-honored brands in the gaming
business today. When customers hear the name Golden Nugget, they
know they are dealing with a trusted online gaming business. Thomas
and his team have done a remarkable job, are the best in the
industry, and with this transaction, will have access to growth
capital to allow for the rapid expansion of the business."
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
Key Transaction Terms
The transaction values the combined company at an anticipated
pro forma enterprise value of approximately $745 million, or 6.1x GNOG's estimated 2021
revenue of $122 million. The
consideration payable to the parent entity of GNOG will consist of
a combination of cash and rollover equity in Landcadia II.
Upon completion of the transaction, Tilman J. Fertitta, Chairman and CEO, will,
through the parent entity of GNOG, hold a controlling economic
interest (through an Up-C structure described below) and a
controlling voting interest in the combined company. The
combined company will have a dual-class share structure with super
voting rights for Mr. Fertitta.
Landcadia II will be assuming $150
million of GNOG debt of and will pay down at closing an
additional $150 million of its debt,
plus pay prepayment fees, transaction fees and expenses. Subject to
redemptions, there is approximately $321 million currently
held in Landcadia II's trust account. Upon payment of the purchase
price, debt repayment and transaction fees and expenses, the
combined company will have at least $80
million on its consolidated balance sheet at closing and an
anticipated pro forma equity market capitalization of nearly
$700 million.
The transaction will be structured as an Up-C where an entity
indirectly owned by Mr. Fertitta will retain common units of a
partnership managed by the combined company and an equal number of
non-economic voting shares in the combined company. The
combined company will also enter into a customary tax receivable
arrangement with such entity indirectly owned by Mr. Fertitta,
which will provide for the sharing of tax benefits relating to
certain pre-combination tax attributes, as well as tax attributes
generated by the transaction and any subsequent sales or exchanges
by the entity indirectly owned by Mr. Fertitta of their equity
interests, as those attributes are realized by the combined
company.
The transaction has been unanimously approved by the Board of
Directors of Landcadia II, upon the unanimous recommendation of a
committee comprised solely of Landcadia II's disinterested
independent directors (the "Committee"). The transaction will
require the approval of a majority of the outstanding shares of
Landcadia II, excluding shares beneficially owned by Tilman J. Fertitta and Jefferies Financial
Group, and is subject to customary closing conditions, including
certain regulatory approvals. 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.
Conference Call and Presentation Information
Investors may listen to and view a pre-recorded presentation
regarding the proposed transaction at
https://dealroadshow.com/e/GNOG. The audio portion of the
presentation may be accessed by dialing (855) 699-8821 and entering
in the access code "346466". On the call, the presenters will be
reviewing an investor presentation, which will be filed with the
SEC as an exhibit to a Current Report on Form 8-K prior to the
call, and available on the SEC website at www.sec.gov.
About GNOG
Golden Nugget Online Gaming, Inc. is a leading online casino gaming
company that is indirectly wholly owned by Tilman J. Fertitta. It is considered the market
leader by its peers and was first to bring Live Dealer and Live
Casino Floor to the United States
online gaming market.
About Landcadia Holdings II, Inc.
Landcadia Holdings II, Inc. is a blank check company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses that is co-sponsored by
Fertitta Entertainment, Inc. and Jefferies Financial Group
Inc.
Important Information About the Proposed Transaction and
Where to Find It
In connection with the proposed transaction, Landcadia II intends
to file a preliminary proxy statement and a definitive proxy
statement with the SEC. Landcadia II's stockholders and
other interested persons are advised to read, when available, the
preliminary proxy statement and the amendments thereto and the
definitive proxy statement and documents incorporated by reference
therein filed in connection with the proposed transaction, as these
materials will contain important information about GNOG, Landcadia
II and the proposed transaction. When available, the
definitive proxy statement and other relevant materials for the
proposed transaction will be mailed to stockholders of Landcadia II
as of a record date to be established for voting on the proposed
transaction. Stockholders will also be able to obtain copies
of the preliminary proxy statement, the definitive proxy statement
and other documents filed with the SEC that will be incorporated by
reference therein, without charge, once available, at the SEC's web
site at www.sec.gov, or by directing a request to: Landcadia
Holdings II, Inc., 1510 West Loop South,
Houston, Texas 77027, Attention: General Counsel, (713)
850-1010.
Participants in the Solicitation
Landcadia II and its directors and executive officers may be deemed
participants in the solicitation of proxies from Landcadia II's
stockholders with respect to the proposed transaction. A list
of the names of those directors and executive officers and a
description of their interests in Landcadia II is contained in
Landcadia II's annual report on Form 10-K for the fiscal year ended
December 31, 2019, which was filed
with the SEC and is available free of charge at the SEC's web site
at www.sec.gov, or by directing a request Landcadia Holdings
II, Inc., 1510 West Loop South, Houston,
Texas 77027, Attention: General Counsel, (713) 850-1010.
Additional information regarding the interests of such
participants will be contained in the proxy statement for the
proposed transaction when available.
GNOG and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
stockholders of Landcadia II in connection with the proposed
transaction. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed transaction will be included in the proxy statement for
the proposed transaction when available.
Forward-Looking Statements
This press release includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Landcadia II's and GNOG's
actual results may differ from their expectations, estimates and
projections and consequently, you should not rely on these forward
looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "continue," and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Landcadia II's and GNOG's expectations with respect to
future performance and anticipated financial impacts of the
proposed transaction, the satisfaction of the closing conditions to
the proposed transaction and the timing of the completion of the
proposed transaction. These forward-looking statements
involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results.
Most of these factors are outside Landcadia II's and GNOG's
control and are difficult to predict. Factors that may cause
such differences include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Purchase Agreement, (2) the
outcome of any legal proceedings that may be instituted against
Landcadia II and GNOG following the announcement of the Purchase
Agreement and the transactions contemplated therein; (3) the
inability to complete the proposed transaction, including due to
failure to obtain approval of the stockholders of Landcadia II,
certain regulatory approvals or satisfy other conditions to closing
in the Purchase Agreement; (4) the occurrence of any event, change
or other circumstance that could give rise to the termination of
the Purchase Agreement or could otherwise cause the transaction to
fail to close; (5) the impact of COVID-19 on GNOG's business and/or
the ability of the parties to complete the proposed transaction;
(6) the inability to obtain or maintain the listing of Landcadia
II's shares of common stock on Nasdaq following the proposed
transaction; (7) the risk that the proposed transaction disrupts
current plans and operations as a result of the announcement and
consummation of the proposed transaction; (8) the ability to
recognize the anticipated benefits of the proposed transaction,
which may be affected by, among other things, competition, the
ability of GNOG to grow and manage growth profitably and retain its
key employees; (9) costs related to the proposed transaction; (10)
changes in applicable laws or regulations; (11) the possibility
that GNOG or Landcadia II may be adversely affected by other
economic, business, and/or competitive factors; and (12) other
risks and uncertainties indicated from time to time in the proxy
statement relating to the proposed transaction, including those
under "Risk Factors" therein, and in Landcadia II's other filings
with the SEC. Landcadia II cautions that the foregoing list
of factors is not exclusive. Landcadia II cautions readers
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Landcadia II does not
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is
based.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed transaction. This press release shall
also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of section 10 of the Securities
Act of 1933, as amended.
View original
content:http://www.prnewswire.com/news-releases/golden-nugget-online-gaming-to-become-public-301084840.html
SOURCE Landcadia Holdings II, Inc.