Item 7.01.
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Regulation FD Disclosure.
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On June 29, 2020, Landcadia Holdings II,
Inc., a Delaware corporation (the “Company”), issued a press release announcing that on June 28, 2020, it executed
a Purchase Agreement (the “Purchase Agreement”) with Golden Nugget Online Gaming, Inc. (“GNOG”),
LHGN Holdco, LLC, Landry’s Fertitta, LLC and GNOG Holdings, LLC (the transactions contemplated by the Purchase Agreement,
the “Business Combination”). A copy of the press release is furnished hereto as Exhibit 99.1.
Furnished as Exhibit 99.2 hereto is the
investor presentation, dated June 29, 2020, that will be used by the Company on a pre-recorded investor presentation regarding
the Business Combination. A transcript of the presentation is furnished as Exhibit 99.3 hereto.
The information in this Item 7.01 and Exhibits
99.1, 99.2 and 99.3 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”)
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and
the Extension and Where to Find It
In connection with the proposed Business
Combination, the Company intends to file a preliminary proxy statement and a definitive proxy statement with the Securities and
Exchange Commission (the “SEC”). The Company’s stockholders and other interested persons are advised to read,
when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statements and documents incorporated
by reference therein filed in connection the Business Combination, as these materials will contain important information about
GNOG, the Company and the Business Combination. When available, the definitive proxy statement and other relevant materials
for the Business Combination will be mailed to stockholders of the Company as of a record date to be established for voting on
the Business Combination. Stockholders of the Company 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
The Company and its directors and executive
officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a description of their interests in the Company
is contained in the Company’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 to 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 Business Combination 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 the Company in connection with the
Business Combination. A list of the names of such directors and executive officers and information regarding their interests in
the Business Combination will be included in the proxy statement for the Business Combination when available.
Forward-Looking Statements
This Current Report on Form 8-K includes
“forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. The Company’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, the Company’s and GNOG’s
expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction
of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. 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 the Company’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
the Company and GNOG following the announcement of the Purchase Agreement and the transactions contemplated therein; (3) the inability
to complete the Business Combination, including due to failure to obtain approval of the stockholders of the Company or 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 receipt of an unsolicited
offer from another party for an alternative business transaction that could interfere with the proposed Business Combination; (6)
the inability to obtain or maintain the listing of the shares of common stock of the post-acquisition company on Nasdaq following
the business combination; (7) the risk that the Business Combination disrupts current plans and operations as a result of the announcement
and consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably
and retain its key employees; (9) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11)
the possibility that GNOG or the combined company 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 Business Combination,
including those under “Risk Factors” therein, and in the Company’s other filings with the SEC. The Company cautions
that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company 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 Current Report on Form 8-K shall not
constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination.
This Current Report on Form 8-K 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, or an exemption therefrom.