Item 1.01.
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Entry into Material Definitive Agreements.
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On September 17, 2020, Landcadia Holdings
II, Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain Purchase Agreement
entered into on June 28, 2020 (as amended by the Amendment, and as may be further amended from time to time, the “Purchase
Agreement”) with LHGN HoldCo, LLC (“Landcadia HoldCo”), Golden Nugget Online Gaming, Inc. (f/k/a Landry’s
Finance Acquisition Co.) (“GNOG”), GNOG Holdings, LLC and Landry’s Fertitta, LLC. The transactions contemplated
by the Purchase Agreement are referred to herein as the “Transactions.”
Amended Proposed Charter
The Amendment, among other things, includes
revisions to the Fourth Amended and Restated Certificate of Incorporation (as amended by the Amendment, the “Amended Proposed
Charter”) to be adopted by the Company, subject to the approval of the Company’s stockholders, pursuant to the Purchase
Agreement at the closing of the Transactions (the “Closing”). 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.
The Amended Proposed Charter includes additional
provisions (i) intended to ensure compliance with gaming, gambling and related laws and (ii) providing that the Amended Proposed
Charter may not be amended to adversely affect the relative rights of the holders of Class A common stock and Class B common stock
without the affirmative vote of either class whose relative rights are adversely affected.
Amendment of Tax Provisions
The Amendment alters the intended tax treatment
of certain aspects of the Transactions as initially contemplated. Consequently, the parties to the Purchase Agreement intend that
the payments required to be made under the tax receivable agreement by and between the Company and Landcadia HoldCo, which is to
be entered into at Closing, will be reduced for the benefit of the Company to account for the reduced basis step-up expected to
arise from the Transactions as a result of the Amendment, if any.
The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which
is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Approval by Independent Directors
At a meeting held on June 28, 2020, a transaction
review committee consisting solely of all the independent directors of the Company (the “Committee”) unanimously approved
the transactions contemplated by the Purchase Agreement and recommended their approval to the board of directors of the Company
(the “Board”) following receipt of a fairness opinion from an independent financial advisor. At a meeting held on September
17, 2020, following deliberations, the Committee and the Board each unanimously approved the Amendment.
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 Transactions.
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 (the “Annual Report”),
which was filed with the SEC and is available free of charge at the SEC’s website at www.sec.gov, or by directing a request
to Landcadia Holdings II, Inc. at the address above. Additional information regarding the interests of such participants in the
solicitation of proxies in connection with the proposed Transactions is contained in the preliminary proxy statement for the Transactions
and will be included in the definitive proxy statement for the Transactions 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
Transactions. A list of the names of such directors and executive officers and information regarding their interests in the Transactions
is included in the preliminary proxy statement for the Transactions and will be included in the definitive proxy statement for
the Transactions 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 Transactions, the satisfaction of the
closing conditions to the Transactions and the timing of the completion of the Transactions. 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 Transactions, 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 Transactions; (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 Transactions disrupts current plans and operations as a result of the announcement and consummation of the
Transactions; (8) the ability to recognize the anticipated benefits of the Transactions, 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 Transactions; (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 Transactions, 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 Transactions.
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.