The accompanying notes are an integral part
of these financial statements.
The accompanying notes are an integral part
of these financial statements.
The accompanying notes are an integral part
of these financial statements.
Notes
to Financial Statements
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1.
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Nature of Business and Subsequent Events
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Business
Landcadia Holdings II, Inc., (the “Company”),
was formed as CAPS Holding LLC, a Delaware limited liability company on August 11, 2015 and converted into a Delaware corporation
on February 4, 2019.
The Company has not had any significant operations to
date. The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses (the “Business Combination”). The Company has not yet identified a
Business Combination. There is no assurance that the Company’s plans to consummate a Business Combination will be successful.
All activity through March 31, 2019 relates to the Company’s
formation and its initial public offering of units (the “Public Offering”), which is described below.
Sponsors
The Company’s sponsors are Fertitta Entertainment,
Inc. (“FEI”) and Jefferies Financial Group Inc. (“JFG” and, together with FEI, the “Sponsors”).
Financing
The Company intends to finance its Business Combination
in part with proceeds from its $316,250,000 Public Offering and a $8,825,000 private placement (the “Private Placement”)
of private placement warrants (the “Sponsor Warrants”), see Notes 4 and 5. The registration statement for the Public
Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on May 6, 2019. The Company
consummated the Public Offering of 31,625,000 units, including the issuance of 4,125,000 units as a result of the underwriters’
exercise of their over-allotment option in full (the “Units”) at $10.00 per Unit on May 9, 2019, generating gross proceeds
of $316,250,000. Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of an aggregate
of 5,883,333 Sponsor Warrants at a price of $1.50 per Sponsor Warrant. Upon the closing of the Public Offering and Private Placement
on May 9, 2019, $316,250,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Public Offering and the Private
Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee
(the “Trust Account”).
Trust Account
The proceeds held in the Trust Account can only be invested
in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government
treasury obligations.
The Company’s third amended and restated certificate
of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay taxes obligations (less
up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest
of: (i) the completion of the Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units
being sold in the Public Offering (“Public Shares”) properly submitted in connection with a stockholder vote to amend
the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company
does not complete the Business Combination by May 9, 2021 (within 24 months from the closing of the Public Offering) or to provide
for redemption in connection with a Business Combination; or (iii) the redemption of the Public Shares if the Company is unable
to complete the Business Combination by May 9, 2021, subject to applicable law.
Initial Business Combination
The Company’s management has broad discretion with
respect to the specific application of the net proceeds of the Public Offering and Private Placement, although substantially all
of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that
the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business
Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding
deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s
signing a definitive agreement in connection with an initial Business Combination. The Company will only complete a Business Combination
if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act.
The Company, after signing a definitive agreement for
the Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose
in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business
Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as
of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and
not previously released to the Company to pay its taxes, or (ii) provide stockholders with the opportunity to sell their shares
to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit
in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on
the Trust Account and not previously released to the Company to pay its taxes. The decision as to whether the Company will seek
stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made
by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether
the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder
approval, it will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted
in favor of the Business Combination. However, in no event will the Company redeem the Public Shares in an amount that would cause
its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of the Public
Shares and the related Business Combination, and instead may search for an alternate Business Combination.
Notwithstanding the foregoing redemption rights, if the
Company seeks stockholder approval of the Business Combination and it does not conduct redemptions in connection with the Business
Combination pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate of
such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of
the shares sold in the Public Offering, without the Company’s prior consent.
The Public Shares will be recorded at their redemption
amount and classified as temporary equity (“Redeemable Shares”), in accordance with the Financial Accounting Standards
Board Accounting Standards Codification (“FASB ASC”) 480, ‘‘Distinguishing Liabilities from Equity.’’
On May 9, 2019 the amount in the Trust Account was initially $10.00 per Public Share ($316,250,000 held in the Trust Account divided
by 31,625,000 Public Shares). See Note 4.
The Company will have 24 months from the closing of the
Public Offering (or until May 9, 2021) to complete the Business Combination. If the Company does not complete the Business Combination
within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably
possible, but not more than ten business days thereafter, redeem the Public Shares for a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each
case to the Company’s obligations under Delaware law to provide for claims to creditors and the requirements of other applicable
law. The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant
to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founders Shares
(as defined below) held by them if the Company fails to complete its Business Combination by May 9, 2021; however, if the Sponsors,
officers and directors acquire Public Shares in or after the Public Offering, they will be entitled to liquidating distributions
from the Trust Account with respect to such Public Shares the Company does not complete the Business Combination within the required
time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available
for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering.
Pursuant to the letter agreement referenced above, the
Sponsors, officers and directors agreed that, if the Company submits the Business Combination to the Company’s public stockholders
for a vote, such parties will vote their Founders Shares and any Public Shares in favor of the Business Combination.
Subsequent Events
We have evaluated subsequent events
and transactions that occurred after the balance sheet date up to the date the financial statements were
issued. As described above, the Company consummated its $316,250,000 Public Offering and a $8,825,000 Private Placement on
May 9, 2019.
On May 6, 2019 the Company conducted a 1:1.10 stock split
of the Founders Shares so that total issued and outstanding Founders Shares were 7,906,250. The financial statements reflect the
changes from splits retroactively for all periods presented.
Further as of May 14, 2019, the Sponsors loans
recorded in Notes Payable, affiliates had been repaid in full.
Fiscal Year End
The Company has a December 31 fiscal year-end.
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2.
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Summary of Significant Accounting Policies
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Basis of Presentation
These unaudited consolidated financial statements include
the accounts of Landcadia Holdings II, Inc., have been prepared in conformity with accounting principles generally accepted in
the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information
provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results
for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for
the full year period and should be read in conjunction with the Company’s audited financial statements and notes thereto
included in the Company’s prospectus filed with the SEC on May 6, 2019, and the Company’s audited balance sheet and
notes thereto included in the Company’s Form 8-K filed with the SEC on May 15, 2019.
Use of Estimates
The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,
not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of
the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of
any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging
growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that
a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition
period which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or
revised standard. This may make comparison of the Company’s financial statements with another public company which is neither
an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Cash and Cash equivalents
The Company considers all short-term investments with
an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of March 31, 2019 and December 31, 2018.
Deferred Offering Costs
The Company complies with the requirements of the
FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering”.
Deferred offering costs consist of costs incurred for legal, accounting, underwriting fees and other costs incurred in
connection with the formation and preparation of the Public Offering. These costs were deferred as of March 31, 2019 and were
charged to additional paid-in capital upon completion of the Public Offering on May 9, 2019.
Fair Value of Financial Instruments
The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,”
approximates the carrying amounts represented in the balance sheet.
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities are $146,957
as of March 31, 2019, and primarily consist of costs incurred for formation and preparation of the Public Offering with corresponding
amounts charged to Deferred Offering Costs.
Loss Per Common Share
Loss per common share is computed by dividing net
income applicable to common stockholders by the weighted average number of common shares outstanding during the period,
excluding shares of common stock subject to forfeiture by the Sponsors. In accordance with FASB ASC 260, “Earnings Per
Share”, the loss per share calculation reflects the effect of the stock splits as discussed in Notes 3. The Company did
not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common
stock, as a result, diluted loss per share is the same as basic loss per share for the periods presented.
Income Taxes
The Company complies with the accounting and reporting
requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting
and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement
and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and
rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established,
when necessary, to reduce deferred tax assets to the amount expected to be realized.
There were no unrecognized tax benefits as of March 31,
2019 and December 31, 2018. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized,
a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued
interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest
and penalties at March 31, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations
by major taxing authorities since inception. There was no income tax provision for the periods ended March 31, 2019 and 2018.
On December 22, 2017 the U.S. Tax Cuts and Jobs Act of
2017 (“Tax Reform”) was signed into law. As a result of the Tax Reform, the U.S. statutory tax rate was lowered from
35% to 21% effective January 1, 2018, among other changes. The Company converted to a corporation in February 2019, therefore this
Tax Reform has no effect on the Company’s financial statements.
Recent Accounting Pronouncements
Management does not
believe
that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect
on the Company’s financial statements.
In 2015, JFG purchased an aggregate of 1,000 shares of
the Company’s common stock (100% of the issued and outstanding shares) for $1,000. On February 14, 2019, the Company amended
the total number of authorized shares of all classes of capital stock to 221,000,000, of which 200,000,000 shares are Class A shares
at par value $0.0001 per share; 20,000,000 shares are Class B shares at par value $0.0001 per share (the “Founders Shares”);
and 1,000,000 shares are Preferred stock at par value $0.0001 per share. Simultaneously, the Company reclassified all of its issued
and outstanding shares of common stock to Founders Shares and conducted a 1:2,775 stock split. Also, on February 14, 2019, the
Company issued 2,975,000 additional Founders Shares to FEI for $10,000. On March 13 2019, the Company conducted a 1:1.25 stock
split and on May 6, 2019 a 1:1.10 stock split of the Founders Shares. The financial statements reflect the changes from these splits
retroactively for all periods presented.
Following these transactions, the Sponsors owned 7,906,250
issued and outstanding Founders Shares and the Company had $11,000 of invested capital, or $0.002 per share.
For further information on the Founders Shares, see Note
5.
Public Units
In the Public Offering, which closed May 9, 2019,
the Company sold 31,625,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class
A common stock, $0.0001 par value and one-third of one redeemable warrant (each a “Public Warrant”). Under the
terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement
to register the shares of common stock underlying the warrants under the Securities Act following the completion of
the Business Combination. Each Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50
per share. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Business
Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete the Business
Combination on or prior to May 9, 2021, the Warrants will expire at the end of such period. If the Company is unable to
deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with
the Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants
will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant
agreement. Once the Public Warrants become exercisable, the Company may call the warrants for redemption: (i) in whole and
not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption
to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds
$18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company
sends the notice of redemption to the warrant holders.
Underwriting Commissions
The Company paid an underwriting discount of
$6,325,000 ($0.20 per Unit sold) to the underwriters at the closing of the Public Offering on May 9, 2019, with an additional
fee (“Deferred Discount”) of $11,068,750 ($0.35 per Unit sold) payable upon the Company’s completion of the
Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust
Account solely in the event the Company completes its Business Combination. See Note 5 for further information on
underwriting commissions.
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5.
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Related Party Transactions
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Founders Shares
The Founders Shares are identical to the Public Shares
except that the Founders Shares are subject to certain transfer restrictions and automatically convert into shares of Class A common
stock at the time of the Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.
The initial stockholders collectively own 20% of the Company’s issued and outstanding shares of common stock after the Public
Offering.
The holders of the Founders Shares have agreed not to
transfer, assign or sell any of their Founders Shares until one year after the completion of the Business Combination, or earlier
if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company
completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all
of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property
(the ‘‘Lock Up Period’’).
The Founders Shares will automatically convert into shares
of Class A common stock concurrently with or immediately following the consummation of the Business Combination on a one-for-one
basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to
further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed
issued in connection with the Business Combination, the number of shares of Class A common stock issuable upon conversion of all
Founders Shares will equal, in the aggregate, 20% of the total number of all shares of Class A common stock outstanding after such
conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total
number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial
business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into
shares of Class A common stock issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent
warrants issued to the Sponsors, officers or directors upon conversion of working capital loans; provided that such conversion
of Founders Shares will never occur on a less than one-for-one basis.
Sponsor Warrants
In conjunction with the Public Offering that closed on
May 9, 2019 the Sponsors purchased an aggregate of 5,883,333 Sponsor Warrants at a price of $1.50 per warrant ($8,825,000 in the
aggregate) in the Private Placement. A portion of the purchase price of the Sponsor Warrants was added to the proceeds from the
Public Offering to be held in the Trust Account such that at closing of the Public Offering, $316,250,000 was placed in the Trust
Account.
Each Sponsor Warrant entitles the holder to purchase
one share of Class A common stock at $11.50 per share. The Sponsor Warrants (including the Class A common stock issuable upon exercise
of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination
and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees.
If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants or their permitted transferees,
the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included
in the Units being sold in the Public Offering. Otherwise, the Sponsor Warrants have terms and provisions that are identical to
those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis. If the Company does not complete
the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor
Warrants issued to the Sponsors will expire worthless.
On June 12, 2019, FEI assigned and transferred all of the 2,941,667 Sponsor Warrants and 4,090,625 Founders
Shares held by it to Tilman J. Fertitta, the Company's Chief Executive Officer and Co-Chairman, for the same prices originally
paid by FEI for such securities ($4,412,500.50 and $10,000, respectively). In connection with such transfers, Mr. Fertitta entered
into the registration rights agreement entered into by the Sponsors and the Company in connection with the Public Offering, which
registration rights are described below.
Registration Rights
The holders of the Founders Shares, Sponsor Warrants,
shares of Class A common stock issuable upon conversion of the Founders Shares, Sponsor Warrants or Working Capital Loans will
be entitled to registration rights. These holders will be entitled to make up to three demands, excluding short form registration
demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have ‘‘piggy-back’’
registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing,
JFG may not exercise its demand and “piggyback” registration rights after five (5) and (7) years, respectively after
the effective date of the registration statement relating to the Public Offering and may not exercise its demand rights on more
than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Commissions
Jefferies LLC is the underwriter of the Public Offering,
and its indirect parent, JFG, beneficially owns 48.25% of the Founders Shares. Jefferies LLC received all of the underwriting discount
that was due at the closing of the Public Offering, and will receive the additional Deferred Discount payable from the Trust Account
upon completion of the Business Combination. See Note 4 for further information regarding underwriting commissions.
Administrative Services Agreement
The Company entered into an administrative services agreement
in which the Company will pay FEI for office space, utilities and secretarial and administrative support, in an amount equal to
$10,000 per month. As of March 31, 2019 the company had recorded management fees of $20,000 payable to FEI.
Sponsor Indemnification
The Sponsors have agreed that they will be jointly and
severally liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the
Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or
similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i)
$10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation
of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided
that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and
all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims
under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities
under the Securities Act.
Sponsor Loans
On February 14, 2019 the Sponsors agreed to loan the
Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Public Offering.
These loans were payable without interest on the earlier of September 30, 2019 or the completion of the Public Offering.
As of March 31, 2019, the Company recorded $104,444 in
Notes payable, affiliates of which $20,000 relates to management fees payable to FEI and $84,444 related to offering costs and
expenses paid by the JFG. As of May 14, 2019, the amounts recorded in Notes Payable, affiliates were repaid in full.
In addition, the Sponsors will not be prohibited
from loaning the Company funds in order to finance transaction costs in connection with the Business Combination. Up to $1,500,000
of these loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the
option of the lender. The warrants would be identical to the Sponsor Warrants. The terms of such loans have not been determined
and no written agreements exist with respect to such loans. See Note 4 for the terms of the warrants.
Landcadia
Holdings II, Inc.