UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of
the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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x
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Soliciting Material Pursuant
to § 240.14a-12
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LANDCADIA HOLDINGS II, INC.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
¨
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Fee computed on table below
per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with
preliminary materials.
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Check box if any part of
the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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In connection with the proposed business
combination between Landcadia Holdings II, Inc. and Golden Nugget Online Gaming, Inc. (“GNOG”), on November 19, 2020,
GNOG issued a press release announcing that it entered into a definitive agreement for market access to the State of Illinois for
online sports wagering and I-gaming (when legalized). A copy of such press release is being filed herewith as soliciting material.
GOLDEN NUGGET ONLINE GAMING SECURES ILLINOIS
MARKET ACCESS
HOUSTON (November 19, 2020) –
Golden Nugget Online Gaming, Inc. (“GNOG”) announced today that it has entered into a definitive agreement with Danville
Development, LLC (“Danville Development”) for market access to the State of Illinois for online sports wagering and
I-gaming (when legalized). According to the agreement, Golden Nugget, LLC (“Golden Nugget”) will enter into a joint
venture agreement with Wilmot Gaming Illinois, LLC (“Wilmot”) to build a new casino in Danville, Illinois, pending
obtaining all regulatory approvals. The casino, when opened, will be branded Golden Nugget and feature a Landry’s restaurant
steakhouse. Danville Development is a joint venture between Wilmot and GN Danville, LLC, a wholly owned subsidiary of Golden Nugget.
Under the definitive agreement, GNOG holds
the exclusive right to offer online sports wagering and, if permitted by law in the future, online casino wagering. In addition,
GNOG has committed to provide a mezzanine loan in the amount of $30 million to Danville Development for the development and construction
of the casino. GNOG’s market access agreement is for a term of 20 years and requires GNOG to pay Danville Development a percentage
of its online net gaming revenue, subject to minimum royalty payments over the term.
“Wilmot is pleased to deliver Golden
Nugget and GNOG to the City of Danville and is excited to partner with Tilman J. Fertitta. The Golden Nugget is a nationally recognized
brand and strengthens the submission, provides additional opportunities, and upgrades the overall project. The Wilmot family would
also like to personally acknowledge the efforts and support of the City Council and Mayor of Danville, IL; without their diligence
and attention to detail this project would not be possible,” said James A. Wilmot, Vice President of Wilmot.
“This is Golden Nugget’s first
joint venture on a casino project, and we are honored to be the one selected amongst numerous bidders for this opportunity by the
Wilmot family after a highly competitive process. Having the ability to grow the Golden Nugget brand in Illinois in both the online
and land based markets is an exciting opportunity,” said Tilman J. Fertitta, owner and CEO of Golden Nugget and GNOG.
Thomas Winter, President of GNOG added,
“we are thrilled to gain market access in Illinois, the 5th most populous US state and the largest to have regulated
mobile wagering to date. This is a tremendous opportunity for us to further increase our US footprint and deliver on our ambitious
growth plans. We look forward to bringing our award-winning online offerings to the Prairie State.”
About GNOG
Golden Nugget Online Gaming, Inc. is a
leading online gaming company that is owned by a company wholly owned by Tilman J. Fertitta. It is considered a market leader by
its peers and was first to bring Live Dealer and Live Casino Floor to the United States online gaming market. GNOG was the recipient
of 15 eGaming Review North America Awards, including the coveted “Operator of the Year” award in 2017, 2018, 2019 and
2020.
About Golden Nugget
Golden Nugget, LLC, indirectly wholly-owned
by Tilman J. Fertitta, through subsidiaries and affiliates, currently operates five Golden Nugget Hotels and Casinos which are
located in Las Vegas and Laughlin, Nevada; Atlantic City, New Jersey; Biloxi, Mississippi; and Lake Charles, Louisiana. Golden
Nugget’s subsidiary, Landry's, LLC, is a national, diversified restaurant, hospitality and entertainment company engaged
in the ownership and operation of high-end and casual dining restaurants, as well as other specialty hospitality and entertainment
businesses.
About Wilmot
Wilmot Gaming Illinois, LLC, is a privately held subsidiary
of Wilmorite, a leading family owned and operated commercial real estate and casino development and management company. The casino
development portfolio includes First Council Casino, Oklahoma, Harrah’s Northern California, and Del Lago Casino, NY.
About Landcadia Holdings II, Inc.
Landcadia Holdings II, Inc. (“Landcadia
II”) is a 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
Landcadia II has filed a preliminary proxy
statement and intends to file a definitive proxy statement with the SEC for Landcadia II’s stockholder meeting to be held
in connection with the previously announced business combination with GNOG. Landcadia II's stockholders and other interested
persons are advised to read the preliminary proxy statement and the amendments, when available, 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. The definitive proxy statement
and other relevant materials for the stockholder meeting will be mailed to stockholders of Landcadia II as of the record date for
the meeting which record date is October 29, 2020. Stockholders will also be able to obtain copies of the preliminary proxy statement,
the definitive proxy statement, when available, 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 preliminary proxy statement, 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 definitive 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 definitive 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, 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 for the proposed transaction (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. The foregoing list
of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. Neither GNOG nor Landcadia II undertakes or accepts 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.
MEDIA CONTACTS:
Katelyn Roche Gosslee, Katelyn@dpwpr.com
Mary Ann Cuellar, MaryAnn@dpwpr.com
Dancie Perugini Ware Public Relations 713-224-9115
Rick Liem rliem@ldry.com 713- 386-7000
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