Basic Stats
| CIK | 1768012 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Golden Nugget Online Gaming Inc - Class A
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| February 10, 2023 |
GNOG / Golden Nugget Online Gaming, Inc. Class A / Versor Investments LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38893 Golden Nugget Online Gaming, Inc.* (Exact name of Issuer as speci |
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| May 5, 2022 |
Fifth Amended and Restated Certificate of Incorporation of GNOG, effective as of May 5, 2022. Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOLDEN NUGGET ONLINE GAMING, INC. May 5, 2022 First. The name of the corporation is Golden Nugget Online Gaming, Inc. (the ?Corporation?). Second. The address of the Corporation?s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle 19801. The name of its registered agent at |
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| May 5, 2022 |
Exhibit 4.1 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the ?Agreement?) is entered into and effective as of May 5, 2022 by and among Golden Nugget Online Gaming, Inc., a Delaware corporation (?GNOG?), New Duke Holdco, Inc., a Nevada corporation (to be renamed ?DraftKings Inc.? effective as of the Closing (as defined below)) (?New DraftKings?), Continental Stock T |
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| May 5, 2022 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS ?[***]?, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT This AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (?Agreement?) is made and effective as of May 5, 2022 (the ?Eff |
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| May 5, 2022 |
Amended and Restated Bylaws of GNOG, effective as of May 5, 2022. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF GOLDEN NUGGET ONLINE GAMING INC. ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders of Gulf Merger Sub, Inc. (the ?Corporation?) for the election of directors and for the transaction of any other proper business shall be held at such date, time and place (either within or without the State of Delaware) or may not be hel |
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| May 5, 2022 |
As filed with the Securities and Exchange Commission on May 5, 2022 As filed with the Securities and Exchange Commission on May 5, 2022 Registration No. |
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| May 5, 2022 |
As filed with the Securities and Exchange Commission on May 5, 2022 As filed with the Securities and Exchange Commission on May 5, 2022 Registration No. |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2022 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Comm |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 9, 2022 |
GNOG / Golden Nugget Online Gaming, Inc. Class A / Versor Investments LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 3, 2022 |
GNOG / Golden Nugget Online Gaming, Inc. Class A / Versor Investments LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 12, 2022 |
GNOG / Golden Nugget Online Gaming, Inc. Class A / Versor Investments LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G-A Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 23, 2021 |
GNOG / Golden Nugget Online Gaming, Inc. Class A / Versor Investments LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G-A Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 9, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? ? Definitive Information Statement ? |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2021 Golden Nugget Online Gaming, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) |
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| November 10, 2021 |
Restricted Stock Unit Award Agreement with Tilman J. Fertitta GOLDEN NUGGET ONLINE GAMING, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT ? THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), is made and entered into effective April 14, 2021 (the "Grant Date"), by and between Golden Nugget Online Gaming, Inc., a Delaware corporation (the "Company"), and Tilman J. Fertitta (the "Participant"). ? RECITALS ? WHEREAS, the Company |
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| November 10, 2021 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 10, 2021 |
Exhibit 99.1 Golden Nugget Online Gaming, Inc. Reports Financial Results for the Third Quarter and First Nine Months of 2021 Third Quarter Revenue $35.6 Million, First Nine Months Revenue $94.1 Million, Up 37.4% and 38.2% Over the Prior Year Houston (November 10, 2021) ? Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) (the ?Company?), a leading online casino operator, today reported its financial |
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| October 8, 2021 |
GNOG / Golden Nugget Online Gaming, Inc. Class A / Versor Investments LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| September 9, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38893 (Commissio |
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| September 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38893 (Commissio |
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| August 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GOLDEN NUGGET ONLINE GAMING, INC. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 38113L107 (CUSIP Number of Class of Securities) Alec N. Litowitz Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 60201 (847) 905 |
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| August 19, 2021 |
Joint Filing Agreement, dated as of August 19, 2021, among the Reporting Persons. Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Intersect ENT, Inc., and further agree that this Joint Filing Agreement be included as an |
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| August 16, 2021 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 16, 2021 |
Restricted Stock Unit Award Agreement with Tilman J. Fertitta GOLDEN NUGGET ONLINE GAMING, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT ? THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), is made and entered into effective April 14, 2021 (the "Grant Date"), by and between Golden Nugget Online Gaming, Inc., a Delaware corporation (the "Company"), and Tilman J. Fertitta (the "Participant"). ? RECITALS ? WHEREAS, the Company |
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| August 16, 2021 |
Exhibit 99.1 Golden Nugget Online Gaming, Inc. Reports Financial Results for the Second Quarter and First Half of 2021 - Second Quarter Revenue $31.7 Million, First Half Revenue $58.0 Million, Up 27.7% and 38.6% Over the Prior Year - Signed Market Access Partnerships in Ohio and Arizona, Increasing Footprint up to 33% of the US Population Across 14 states - Made a Minority Investment in Boom Enter |
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| August 16, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2021 Golden Nugget Online Gaming, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) ( |
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| August 13, 2021 |
Filed by DraftKings Inc. Commission File No. 001-38908 Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Golden Nugget Online Gaming, Inc. (Commission File No. 001-38893) The following communications were made by DraftKings Inc. to the public on August 12, 2021. Sporticast Podcast Interview. Published on Thursday 08/12 5:55AM [. . .] Eben Novy-Williams We're speaking with Jaso |
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| August 11, 2021 |
Filed by DraftKings Inc. Commission File No. 001-38908 Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Golden Nugget Online Gaming, Inc., (Commission File No. 001-38893) The following communications were made by DraftKings Inc. and Golden Nugget Online Gaming, Inc. to the public on August 9, 2021. CNBC “Power Lunch” Television Interview Monday 08/09/2021 2:44PM Jason Robins |
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| August 11, 2021 |
Filed by Golden Nugget Online Gaming, Inc. Filed by Golden Nugget Online Gaming, Inc. Commission File No. 001-38893 Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Golden Nugget Online Gaming, Inc. (Commission File No. 001-38893) The following communications were made by DraftKings Inc. and Golden Nugget Online Gaming, Inc. to the public on August 9, 2021. CNBC “Power Lunch” Television Interview Monday 08/09/2021 2:4 |
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| August 10, 2021 |
AUGUST 09, 2021 / 12:30PM GMT, DraftKings Inc To Acquire Golden Nugget Online Gaming Inc Call Exhibit 99.3 AUGUST 09, 2021 / 12:30PM GMT, DraftKings Inc To Acquire Golden Nugget Online Gaming Inc Call REFINITIV STREETEVENTS EDITED TRANSCRIPT DraftKings Inc To Acquire Golden Nugget Online Gaming Inc Call EVENT DATE/TIME: AUGUST 09, 2021 / 12:30PM GMT REFINITIV STREETEVENTS | www.refinitiv.com | Contact Us ?2021 Refinitiv. All rights reserved. Republication or redistribution of Refinitiv con |
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| August 10, 2021 |
Exhibit 99.2 | INVESTOR PRESENTATION AUGUST 9, 2021 ? DRAFTKINGS ( ? DKNG ? ) ACQUISITION OF GOLDEN NUGGET ONLINE GAMING ( ? GNOG ? ) THROUGH AN ALL - STOCK MERGER ? COMMERCIAL AGREEMENT WITH GOLDEN NUGGET RETAIL CASINOS, FERTITTA ENTERTAINMENT ( ? FEI ? ) PROPERTIES AND HOUSTON ROCKETS | LEGAL DISCLAIMER Forward - Looking Statements and Non - GAAP Financial Measures This presentation, and the acc |
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| August 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001 |
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| August 10, 2021 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among GOLDEN NUGGET ONLINE GAMING, INC., DRAFTKINGS INC., NEW DUKE HOLDCO, INC., DUKE MERGER SUB, INC., and GULF MERGER SUB, INC. Dated as of August 9, 2021 TABLE OF CONTENTS Page ARTICLE I The Merger 1.1 The Mergers 3 1.2 Closing 4 1.3 Effective Time 4 1.4 Articles of Incorporation and Certificate of Incorporation of the Surviving Corpora |
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| August 10, 2021 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among GOLDEN NUGGET ONLINE GAMING, INC., DRAFTKINGS INC., NEW DUKE HOLDCO, INC., DUKE MERGER SUB, INC., and GULF MERGER SUB, INC. Dated as of August 9, 2021 TABLE OF CONTENTS Page ARTICLE I The Merger 1.1 The Mergers 3 1.2 Closing 4 1.3 Effective Time 4 1.4 Articles of Incorporation and Certificate of Incorporation of the Surviving Corpora |
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| August 10, 2021 |
Exhibit 99.1 DRAFTKINGS REACHES AGREEMENT TO ACQUIRE GOLDEN NUGGET ONLINE GAMING IN AN ALL-STOCK TRANSACTION Includes Commercial Agreement with Fertitta Entertainment and Houston Rockets BOSTON, MA, AND HOUSTON, TX - August 9, 2021- DraftKings Inc. (Nasdaq: DKNG) and Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) today announced that they have entered into a definitive agreement for DraftKings t |
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| August 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001 |
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| August 10, 2021 |
Exhibit 99.1 DRAFTKINGS REACHES AGREEMENT TO ACQUIRE GOLDEN NUGGET ONLINE GAMING IN AN ALL-STOCK TRANSACTION Includes Commercial Agreement with Fertitta Entertainment and Houston Rockets BOSTON, MA, AND HOUSTON, TX - August 9, 2021- DraftKings Inc. (Nasdaq: DKNG) and Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) today announced that they have entered into a definitive agreement for DraftKings t |
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| August 10, 2021 |
Exhibit 99.2 | INVESTOR PRESENTATION AUGUST 9, 2021 ? DRAFTKINGS ( ? DKNG ? ) ACQUISITION OF GOLDEN NUGGET ONLINE GAMING ( ? GNOG ? ) THROUGH AN ALL - STOCK MERGER ? COMMERCIAL AGREEMENT WITH GOLDEN NUGGET RETAIL CASINOS, FERTITTA ENTERTAINMENT ( ? FEI ? ) PROPERTIES AND HOUSTON ROCKETS | LEGAL DISCLAIMER Forward - Looking Statements and Non - GAAP Financial Measures This presentation, and the acc |
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| August 10, 2021 |
AUGUST 09, 2021 / 12:30PM GMT, DraftKings Inc To Acquire Golden Nugget Online Gaming Inc Call Exhibit 99.3 AUGUST 09, 2021 / 12:30PM GMT, DraftKings Inc To Acquire Golden Nugget Online Gaming Inc Call REFINITIV STREETEVENTS EDITED TRANSCRIPT DraftKings Inc To Acquire Golden Nugget Online Gaming Inc Call EVENT DATE/TIME: AUGUST 09, 2021 / 12:30PM GMT REFINITIV STREETEVENTS | www.refinitiv.com | Contact Us ?2021 Refinitiv. All rights reserved. Republication or redistribution of Refinitiv con |
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| August 9, 2021 |
Exhibit 99.1 DRAFTKINGS REACHES AGREEMENT TO ACQUIRE GOLDEN NUGGET ONLINE GAMING IN AN ALL-STOCK TRANSACTION Includes Commercial Agreement with Fertitta Entertainment and Houston Rockets BOSTON, MA, AND HOUSTON, TX - August 9, 2021- DraftKings Inc. (Nasdaq: DKNG) and Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) today announced that they have entered into a definitive agreement for DraftKings t |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38893 (Commission F |
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| June 16, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Co |
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| May 17, 2021 |
Q1 2021 Earnings Presentation May 17th, 2021 Exhibit 99.2 Q1 2021 Earnings Presentation May 17th, 2021 DISCLAIMER 2 Forward - Looking Statements This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve substantial ris |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021 Golden Nugget Online Gaming, Inc. (Exact name of registrant as specified in its charter) 001-38893 (Commission File Number) Delaware 83-3593048 (State or other jurisdiction of incorp |
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| May 17, 2021 |
Exhibit 99.1 Golden Nugget Online Gaming, Inc. Reports Financial Results for the First Quarter Ended March 31, 2021 - Record first quarter revenue, up 54% over the prior year - Successfully launched online casino and online sportsbook in Michigan - Secured market access in Colorado and Iowa Houston (May 17, 2021) ? Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) (the ?Company?) today reported its |
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| May 17, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Com |
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| May 13, 2021 |
Exhibit 10.18 GOLDEN NUGGET ONLINE GAMING, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), is made and entered into effective [?] (the "Grant Date"), by and between Golden Nugget Online Gaming, Inc., a Delaware corporation (the "Company"), and [?] (the "Participant"). RECITALS WHEREAS, the Company has adopted the Go |
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| May 13, 2021 |
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: ? Preliminary Proxy Statement ? Confidential, For Use of |
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| May 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-38893 (Commission File Number) Golden |
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| May 13, 2021 |
Exhibit 10.18 GOLDEN NUGGET ONLINE GAMING, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), is made and entered into effective [?] (the "Grant Date"), by and between Golden Nugget Online Gaming, Inc., a Delaware corporation (the "Company"), and [?] (the "Participant"). RECITALS WHEREAS, the Company has adopted the Go |
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| May 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Com |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defini |
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| March 31, 2021 |
Exhibit 10.18 GOLDEN NUGGET ONLINE GAMING, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), is made and entered into effective [?] (the "Grant Date"), by and between Golden Nugget Online Gaming, Inc., a Delaware corporation (the "Company"), and [?] (the "Participant"). RECITALS WHEREAS, the Company has adopted the Go |
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| March 31, 2021 |
As filed with the Securities and Exchange Commission on March 31, 2021 Registration No. |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-38893 (Commission File Number) Golden Nugget Online Gam |
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| March 31, 2021 |
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934. Exhibit 4.2 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of securities of Golden Nugget Online Gaming, Inc. (the ?Company,? ?we? or ?us?) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?) as of December 31, 2020. This description is a summary and i |
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| March 23, 2021 |
Q4 Earnings Presentation March 23rd, 2021 Exhibit 99.2 Q4 Earnings Presentation March 23rd, 2021 Disclaimer 2 Forward - Looking Statements This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve substantial risks |
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| March 23, 2021 |
Filed pursuant to rule 424(b)(3) Registration No. 333-252362 Prospectus Supplement No. 2 (to Prospectus dated February 3, 2021) GOLDEN NUGGET ONLINE GAMING, INC. Primary Offering of 16,425,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 42,596,458 Shares of Class A Common Stock and 5,883,333 Warrants to Purchase Class A Common Stock This prospectus suppl |
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| March 23, 2021 |
Exhibit 99.1 Golden Nugget Online Gaming, Inc. Reports Financial Results for the Fourth Quarter and Year Ended December 31, 2020 Houston (March 23, 2021) – Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) (the “Company”) today reported its financial results for the fourth quarter and for the year ended December 31, 2020. Fourth Quarter Highlights - Revenues were $23.0 million, representing an incr |
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| March 23, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (C |
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| March 16, 2021 |
Golden Nugget Online Gaming Wins Online Sports Betting License in Virginia Exhibit 99.1 Golden Nugget Online Gaming Wins Online Sports Betting License in Virginia HOUSTON, March 16, 2021 /PRNewswire/ - Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) (the "Company") announced today that it has won one of the few coveted online sports gaming licenses to be awarded in Virginia and has been granted a temporary permit to commence online sports wagering in the State of Virgin |
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| March 16, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (C |
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| February 24, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) |
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| February 24, 2021 |
Golden Nugget Online Gaming Inks New York Market Access Deal with Tioga Downs EX-99.1 2 tm217782d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Golden Nugget Online Gaming Inks New York Market Access Deal with Tioga Downs HOUSTON, Feb. 24, 2021 /PRNewswire/ - Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) announced today that it entered into a definitive agreement with Tioga Downs Race Track, LLC. ("Tioga Downs") for future online gaming market access in the state of New York, sub |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* GOLDEN NUGGET ONLINE GAMING, INC. f/k/a Landcadia Holdings II, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 38113L107 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Golden Nugget Online Gaming, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 51476X204 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 11, 2021 |
Golden Nugget Online Gaming, Inc. (formerly known as Landcadia Holdings II, Inc.) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Golden Nugget Online Gaming, Inc. (formerly known as Landcadia Holdings II, Inc.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 38113L107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of thi |
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| February 8, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) |
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| February 8, 2021 |
Filed pursuant to rule 424(b)(3) Registration No. 333-252362 Prospectus Supplement No. 1 (to Prospectus dated February 3, 2021) GOLDEN NUGGET ONLINE GAMING, INC. Primary Offering of 16,425,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 42,596,458 Shares of Class A Common Stock and 5,883,333 Warrants to Purchase Class A Common Stock This prospectus suppl |
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| February 8, 2021 |
Exhibit 99.1 GOLDEN NUGGET ONLINE GAMING REPORTS RECORD 2020 REVENUE, SEES STRONG MOMENTUM IN MICHIGAN, STRENGTHENS LEADERSHIP TEAM HOUSTON (February 8, 2021) – Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) reported preliminary financial results for the full year 2020. For the twelve months ended December 31, 2020, GNOG reported the following unaudited estimates: - Total Revenue of between $90. |
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| February 5, 2021 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-252362 PROSPECTUS GOLDEN NUGGET ONLINE GAMING, INC. Primary Offering of 16,425,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 42,596,458 Shares of Class A Common Stock and 5,883,333 Warrants to Purchase Class A Common Stock This prospectus relates to (1) the issuance by |
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| February 4, 2021 |
Golden Nugget Online Gaming Announces Redemption of Public Warrants Exhibit 99.1 Golden Nugget Online Gaming Announces Redemption of Public Warrants Houston, Feb. 4, 2021 (GLOBE NEWSWIRE) – Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) (“GNOG” or the “Company”) today announced that it will redeem all of its outstanding public warrants (the “Public Warrants”) to purchase shares of the Company’s Class A common stock (the “Common Stock”) that were issued under the |
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| February 4, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2021 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) |
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| February 4, 2021 |
Exhibit 99.2 BY FIRST CLASS MAIL February 4, 2021 NOTICE OF REDEMPTION TO THE HOLDERS OF Golden Nugget Online Gaming, Inc. Public Warrants (CUSIP No. 38113L 115)* NOTICE IS HEREBY GIVEN, as of February 4, 2021, that Golden Nugget Online Gaming, Inc., a Delaware corporation (the “Company”), has elected to redeem, at 5:00 p.m. New York City time on March 8, 2021 (the “Redemption Date”), all of the C |
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| January 22, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 22, 2021 Registration No. |
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| January 5, 2021 |
Exhibit 21.1 List of Subsidiaries Subsidiaries Name Jurisdiction of Incorporation or Organization LHGN HoldCo, LLC Delaware GNOG Holdings, LLC Delaware Golden Nugget Online Gaming, LLC New Jersey Golden Nugget Online Gaming VA, LLC Virginia |
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| January 5, 2021 |
Exhibit 10.3 AMENDMENT TO LETTER AGREEMENT This Amendment to the Letter Agreement (this “Amendment”) is made on December 29, 2020, by and among Tilman J. Fertitta (“TJF”) as successor-in-interest of Fertitta Entertainment, Inc. (“FEI”), Jefferies Financial Group Inc. (“Jefferies” and, collectively with TJF, the “Sponsors”), Landcadia Holdings II, Inc. (the “Company”) and the undersigned individual |
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| January 5, 2021 |
Exhibit 10.2 TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 29, 2020, is hereby entered into by and among Golden Nugget Online Gaming, Inc. (f/k/a Landcadia Holdings II, Inc.), a Delaware corporation (the “Corporation”), LHGN HoldCo, LLC, a Delaware limited liability company (“Holdings”), and Landry’s Fertitta, LLC, a T |
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| January 5, 2021 |
Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LANDCADIA HOLDINGS II, INC. December 29, 2020 Landcadia Holdings II, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: The Corporation was initially formed as CAPS Holding LLC (the “Formation LLC”), a Delaware limited liability company, on Au |
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| January 5, 2021 |
Exhibit 10.17 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been redacted. ONLINE GAMING OPERATIONS AGREEMENT between GOLDEN NUGGET ONLINE GAMING, INC. and DANVILLE DEVELOPMENT, LLC November 18, 2020 ONLINE GAMING OPERAT |
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| January 5, 2021 |
Exhibit 10.7 AMENDED AND RESTATED ONLINE GAMING OPERATIONS AGREEMENT between GOLDEN NUGGET ONLINE GAMING, LLC and GOLDEN NUGGET ATLANTIC CITY, LLC December 29, 2020 AMENDED AND RESTATED ONLINE GAMING OPERATIONS AGREEMENT (New Jersey) This AMENDED AND RESTATED ONLINE GAMING OPERATIONS AGREEMENT (this “Agreement”), dated as of December 29, 2020 (the “Effective Date”), is entered into by and between |
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| January 5, 2021 |
Exhibit 10.5 Second amended and restated INTERCOMPANY NOTE $150,000,000.00 December 29, 2020 FOR VALUE RECEIVED, the undersigned LANDRY’S FERTITTA, LLC, a Texas limited liability company (“Maker”), hereby unconditionally promises to pay to the order of GOLDEN NUGGET ONLINE GAMING, LLC, a New Jersey limited liability company (“Payee”), the principal sum of ONE HUNDRED FIFTY MILLION dollars and 00/1 |
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| January 5, 2021 |
Exhibit 10.11 GOLDEN NUGGET ONLINE GAMING, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is made and entered into effective December 29, 2020 (the “Grant Date”), by and between Golden Nugget Online Gaming, Inc., a Delaware corporation (the “Company”), and Thomas Winter (the “Participant”). RECITALS WHEREAS, the Co |
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| January 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2020 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) |
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| January 5, 2021 |
Exhibit 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LHGN HOLDCO, LLC DATED AS OF DECEMBER 29, 2020 THE LIMITED LIABILITY COMPANY INTERESTS IN LHGN HOLDCO, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM TH |
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| January 5, 2021 |
Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 29, 2020, by and between Golden Nugget Online Gaming, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, the Company believes that, in order to attract and retain highly qualified persons to serve as directors or in other capacities, including as officers, it mu |
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| January 5, 2021 |
Exhibit 10.6 TRADEMARK LICENSE AGREEMENT This TRADEMARK LICENSE AGREEMENT (“Agreement”) is made and effective as of December 29, 2020 (the “Effective Date”), by and among GOLDEN NUGGET, LLC, a Nevada limited liability company (“GN Parent”), GNLV, LLC., a Nevada limited liability company (“Licensor”), and GOLDEN NUGGET ONLINE GAMING, LLC, a New Jersey limited liability company (“Licensee”). WHEREAS |
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| January 5, 2021 |
Exhibit 10.15 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 12, 2020, by and among Golden Nugget ONLINE Gaming, Inc. (f/k/a Landry’s Finance Acquisition Co.), a New Jersey corporation (the “Borrower”), LANDRY’S FERTITTA, LLC, a Texas limited liability company (“Parent”), the other Loan Parties party hereto, the Lenders party heret |
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| January 5, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms used and not otherwise defined herein have the meanings ascribed to them in the Current Report on Form 8-K to which this pro forma financial information is being attached (the “Form 8-K”). Unless the context otherwise requires, “we” or the “Company” refers to Golden Nugget Online Gaming, Inc. and its subsidiari |
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| January 5, 2021 |
Exhibit 10.9 GOLDEN NUGGET ONLINE GAMING, INC. 2020 INCENTIVE AWARD PLAN 1. Establishment of the Plan; Effective Date; Duration. (a) Establishment of the Plan; Effective Date. Golden Nugget Online Gaming, Inc., a Delaware corporation (the “Company”), hereby establishes this incentive compensation plan to be known as the “Golden Nugget Online Gaming, Inc. 2020 Incentive Award Plan,” as amended from |
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| January 5, 2021 |
Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of December 29, 2020, by and among Golden Nugget Online Gaming, Inc. (f/k/a Landcadia Holdings II, Inc.), a Delaware corporation (the “Company”), Jefferies Financial Group Inc., a New York corporation (“Jefferies”), Tilman J. Fertitta (“Mr. Fertitta” |
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| January 5, 2021 |
Exhibit 10.10 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of December 29, 2020 by and between Thomas Winter (“Executive”) and Golden Nugget Online Gaming, LLC, a limited liability company organized under the laws of the State of New Jersey (the “Company”). Upon closing of the Transaction as defined below, the term Company shall also include all of G |
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| January 5, 2021 |
Exhibit 10.16 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 29, 2020, by and among Golden Nugget ONLINE Gaming, Inc. (f/k/a Landry’s Finance Acquisition Co.), a New Jersey corporation (the “Borrower”) and Jefferies Finance LLC (“Jefferies”), as agent for the Lenders (in such capacity, “Agent”). W I T N E S S E T H: WHEREAS, the |
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| January 5, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS (THE “BYLAWS”) OF GOLDEN NUGGET ONLINE GAMING, INC. (f/k/a/ LANDCADIA HOLDINGS II, INC.) (THE “CORPORATION”) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the |
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| December 29, 2020 |
Landcadia Holdings II, Inc. Completes Acquisition of GOLDEN NUGGET ONLINE GAMING Exhibit 99.1 Landcadia Holdings II, Inc. Completes Acquisition of GOLDEN NUGGET ONLINE GAMING · Changes Name to Golden Nugget Online Gaming, Inc. · Class A Common Stock to Commence Trading on Nasdaq Under New Symbol “GNOG” on December 30, 2020 HOUSTON, December 29, 2020 – Landcadia Holdings II, Inc. (the “Company,” “we,” “us,” or “our”) (Nasdaq: LCA) today announced that it has completed its previ |
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| December 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2020 GOLDEN NUGGET ONLINE GAMING, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) |
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| December 21, 2020 |
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: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of |
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| December 21, 2020 |
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: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of |
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| December 21, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Comm |
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| December 21, 2020 |
Exhibit 99.1 Landcadia Holdings II, Inc. AMENDS PURCHASE AGREEMENT TO modify voting requirement for its BUSINESS COMBINATION WITH GOLDEN NUGGET ONLINE GAMING, INC. HOUSTON, December 21, 2020 – Landcadia Holdings II, Inc. (the “Company,” “we,” “us,” or “our”) (Nasdaq: LCA) today announced that it has entered into an amendment to the Purchase Agreement relating to its proposed business combination ( |
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| December 21, 2020 |
Exhibit 2.1 Second Amendment to the Purchase Agreement This Second Amendment to the Purchase Agreement (this “Amendment”), dated as of December 20, 2020 (the “Amendment Date”), amends that certain Purchase Agreement, dated as of June 28, 2020, as amended by that certain Amendment to the Purchase Agreement, dated as of September 17, 2020, by and among Landcadia Holdings II, Inc., a Delaware corpora |
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| December 21, 2020 |
Exhibit 99.1 Landcadia Holdings II, Inc. Adjourns Special Meeting Of Stockholders Special Meeting Adjourned to December 29, 2020 HOUSTON, Dec. 18, 2020 /PRNewswire/ - Landcadia Holdings II, Inc. (the "Company") (Nasdaq: LCA), today announced at its special meeting of stockholders that it has received overwhelming support for the Golden Nugget Online Gaming business combination, with over 99% of th |
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| December 21, 2020 |
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: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of |
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| December 21, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Comm |
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| December 17, 2020 |
Exhibit 99.1 Landcadia Holdings II, Inc. encourages Stockholders to vote IN FAVOR OF THE BUSINESS COMBINATION WITH GOLDEN NUGGET ONLINE GAMING, INC. HOUSTON, December 17, 2020— Landcadia Holdings II, Inc. (the “Company”) (Nasdaq: LCA), a special purpose acquisition company, encourages its stockholders to vote in favor of the approval of the Company’s proposed business combination (the “Business Co |
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| December 17, 2020 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Comm |
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| December 17, 2020 |
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: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of |
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| December 11, 2020 |
Exhibit 99.1 Landcadia Holdings II, Inc. Reminds Stockholders to VOTE IN FAVOR OF the Business Combination with Golden Nugget Online Gaming, Inc. HOUSTON, Dec. 11, 2020 /PRNewswire/ – Landcadia Holdings II, Inc. (Nasdaq: LCA)(the “Company”), a special purpose acquisition company, reminds stockholders to vote in favor of the approval of the Company’s proposed business combination (the “Business Com |
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| December 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 11, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Comm |
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| December 11, 2020 |
Other Events, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 11, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Comm |
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| December 11, 2020 |
Press Release, dated December 11, 2020. Exhibit 99.1 Landcadia Holdings II, Inc. Reminds Stockholders to VOTE IN FAVOR OF the Business Combination with Golden Nugget Online Gaming, Inc. HOUSTON, Dec. 11, 2020 /PRNewswire/ – Landcadia Holdings II, Inc. (Nasdaq: LCA)(the “Company”), a special purpose acquisition company, reminds stockholders to vote in favor of the approval of the Company’s proposed business combination (the “Business Com |
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| December 3, 2020 |
Exhibit 99.1 LANDCADIA II ANNOUNCES SPECIAL MEETING DATE TO APPROVE PROPOSED BUSINESS COMBINATION WITH GNOG Special Meeting Scheduled for December 18, 2020 HOUSTON, TX, December 3, 2020 – Landcadia Holdings II, Inc. (“Landcadia II” or the “Company”) (Nasdaq: LCA) announced today that it has scheduled the special meeting in lieu of the 2020 annual meeting of its stockholders (the “Special Meeting”) |
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| December 3, 2020 |
Other Events, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Commi |
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| December 3, 2020 |
Press Release, dated December 3, 2020. Exhibit 99.1 LANDCADIA II ANNOUNCES SPECIAL MEETING DATE TO APPROVE PROPOSED BUSINESS COMBINATION WITH GNOG Special Meeting Scheduled for December 18, 2020 HOUSTON, TX, December 3, 2020 – Landcadia Holdings II, Inc. (“Landcadia II” or the “Company”) (Nasdaq: LCA) announced today that it has scheduled the special meeting in lieu of the 2020 annual meeting of its stockholders (the “Special Meeting”) |
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| December 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Commi |
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| December 2, 2020 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| November 30, 2020 |
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: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of |
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| November 30, 2020 |
LANDCADIA HOLDINGS II, INC. OBTAINS NEW JERSEY REGULATORY APPROVAL Exhibit 99.1 LANDCADIA HOLDINGS II, INC. OBTAINS NEW JERSEY REGULATORY APPROVAL HOUSTON, Nov. 25, 2020 /PRNewswire/ – Landcadia Holdings II, Inc. (Nasdaq: LCA)(“Landcadia II”) announced today that regulatory approval has been obtained from the New Jersey Casino Control Commission to acquire Golden Nugget Online Gaming, Inc. (“GNOG”). "We are appreciative of the efforts of both the New Jersey Divis |
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| November 30, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 25, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Comm |
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| November 27, 2020 |
November 27, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street NE Washington, D. |
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| November 27, 2020 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Con |
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| November 23, 2020 |
GOLDEN NUGGET ONLINE GAMING SECURES WEST VIRGINIA MARKET ACCESS Exhibit 99.1 GOLDEN NUGGET ONLINE GAMING SECURES WEST VIRGINIA MARKET ACCESS HOUSTON, Nov. 23, 2020 /PRNewswire/ – Golden Nugget Online Gaming, Inc. (“GNOG”) announced today that it has entered into a definitive agreement with Greenbrier Hotel Corporation (“The Greenbrier”) for market access to the State of West Virginia. The definitive agreement grants GNOG the right to offer mobile sports and on |
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| November 23, 2020 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Con |
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| November 23, 2020 |
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: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of |
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| November 23, 2020 |
November 23, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street NE Washington, D. |
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| November 23, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Comm |
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| November 19, 2020 |
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: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of |
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| November 19, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Comm |
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| November 19, 2020 |
GOLDEN NUGGET ONLINE GAMING SECURES ILLINOIS MARKET ACCESS Exhibit 99.1 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 |
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| November 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020 Landcadia Holdings II, Inc. (Exact name of registrant as specified in its charter) 001-38893 (Commission File Number) Delaware 83-3593048 (State or other jurisdiction of incorpor |
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| November 9, 2020 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Con |
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| November 9, 2020 |
November 9, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street NE Washington, D. |
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| November 2, 2020 |
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: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of |
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| November 2, 2020 |
Exhibit 99.1 GOLDEN NUGGET ONLINE GAMING WINS “OPERATOR OF THE YEAR” FOUR YEARS IN A ROW Wins “Mobile Operator of the Year’ for the second time. HOUSTON, Nov. 2, 2020 /PRNewswire/ - Golden Nugget Online Gaming clinched two awards at the 2020 EGR North America Virtual East Coast awards. The awards recognized and celebrated excellence in the North American online gaming and sports betting industry, |
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| November 2, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-37788 83-3593048 (State or other jurisdiction of incorporation) (Commi |
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| October 28, 2020 |
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: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of |
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| October 28, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-37788 83-3593048 (State or other jurisdiction of incorporation) (Commi |
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| October 28, 2020 |
Golden Nugget Online Gaming Reports Record Third Quarter Revenue Exhibit 99.1 Golden Nugget Online Gaming Reports Record Third Quarter Revenue Provides Update on Transaction with Landcadia Holdings II HOUSTON, Oct. 28, 2020 /PRNewswire/ - Golden Nugget Online Gaming, Inc. ("GNOG" or the "Company") reported selected financial results for the third quarter of 2020. For the three months ended September 30, 2020, GNOG reported the following for its New Jersey opera |
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| October 13, 2020 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Con |
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| October 9, 2020 |
October 9, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D. |
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| September 22, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-37788 83-3593048 (State or other jurisdiction of incorporation) (Com |
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| September 22, 2020 |
Exhibit 2.1 Amendment to the Purchase Agreement This Amendment to the Purchase Agreement (this “Amendment”), dated as of September 17, 2020 (the “Amendment Date”), amends that certain Purchase Agreement, dated as of June 28, 2020, by and among Landcadia Holdings II, Inc., a Delaware corporation, LHGN HoldCo, LLC, a Delaware limited liability company, Golden Nugget Online Gaming, Inc. (f/k/a Landry |
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| September 22, 2020 |
Exhibit 2.1 Amendment to the Purchase Agreement This Amendment to the Purchase Agreement (this “Amendment”), dated as of September 17, 2020 (the “Amendment Date”), amends that certain Purchase Agreement, dated as of June 28, 2020, by and among Landcadia Holdings II, Inc., a Delaware corporation, LHGN HoldCo, LLC, a Delaware limited liability company, Golden Nugget Online Gaming, Inc. (f/k/a Landry |
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| September 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-37788 83-3593048 (State or other jurisdiction of incorporation) (Com |
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| September 21, 2020 |
September 18, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D. |
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| September 18, 2020 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Con |
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| August 18, 2020 |
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: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of |
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| August 18, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-37788 83-3593048 (State or other jurisdiction of incorporation) (Commis |
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| August 18, 2020 |
Golden Nugget Online Gaming Reports A Record Second Quarter Exhibit 99.1 Golden Nugget Online Gaming Reports A Record Second Quarter HOUSTON, Aug. 18, 2020 /PRNewswire/ - Golden Nugget Online Gaming, Inc. ("GNOG" or the "Company") reported selected financial results for the second quarter of 2020. For the three months ended June 30, 2020, GNOG reported the following for its New Jersey operations: · Gross Gaming Revenues of $28.2 million, compared to $15.3 |
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| August 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020 Landcadia Holdings II, Inc. (Exact name of registrant as specified in its charter) 001-38893 (Commission File Number) Delaware 83-3593048 (State or other jurisdiction of incorporation |
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| August 12, 2020 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use |
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| June 30, 2020 |
Exhibit 2.1 Dated June 28, 2020 PURCHASE AGREEMENT by and among LANDCADIA HOLDINGS II, INC., LHGN HOLDCO, LLC, LANDRY’S FERTITTA, LLC, GNOG HOLDINGS, LLC, and GOLDEN NUGGET ONLINE GAMING, INC. Table of Contents Page Article I Definitions 3 Section 1.1 Definitions 3 Section 1.2 Construction 16 Article II Purchase and Sale Transactions 16 Section 2.1 Consideration 16 Section 2.2 Closing 16 Section 2 |
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| June 30, 2020 |
Exhibit 10.1 SPONSOR FORFEITURE AND CALL OPTION AGREEMENT This Sponsor Forfeiture and Call Option Agreement (this “Agreement”), dated as of June 28, 2020, is made and entered into by and between Landcadia Holdings II, Inc., a Delaware corporation (the “Company”) and Jefferies Financial Group, Inc. (the “Sponsor”). Unless otherwise defined herein, capitalized terms are used herein as defined in the |
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| June 30, 2020 |
Exhibit 10.1 SPONSOR FORFEITURE AND CALL OPTION AGREEMENT This Sponsor Forfeiture and Call Option Agreement (this “Agreement”), dated as of June 28, 2020, is made and entered into by and between Landcadia Holdings II, Inc., a Delaware corporation (the “Company”) and Jefferies Financial Group, Inc. (the “Sponsor”). Unless otherwise defined herein, capitalized terms are used herein as defined in the |
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| June 30, 2020 |
Exhibit 2.1 Dated June 28, 2020 PURCHASE AGREEMENT by and among LANDCADIA HOLDINGS II, INC., LHGN HOLDCO, LLC, LANDRY’S FERTITTA, LLC, GNOG HOLDINGS, LLC, and GOLDEN NUGGET ONLINE GAMING, INC. Table of Contents Page Article I Definitions 3 Section 1.1 Definitions 3 Section 1.2 Construction 16 Article II Purchase and Sale Transactions 16 Section 2.1 Consideration 16 Section 2.2 Closing 16 Section 2 |
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| June 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Commissi |
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| June 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Commissi |
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| June 29, 2020 |
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: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of |
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| June 29, 2020 |
Exhibit 99.1 GOLDEN NUGGET ONLINE GAMING TO BECOME PUBLIC Landcadia Holdings II, Inc. to Acquire Golden Nugget Online Gaming Tilman J. Fertitta to remain Chairman and CEO (HOUSTON, TX) June 29, 2020 – 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. ( |
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| June 29, 2020 |
INVESTOR PRESENTATION JUNE 29, 2020 Exhibit 99.2 INVESTOR PRESENTATION JUNE 29, 2020 Disclaimer 2 This investor presentation (the “presentation”) is for informational purposes only and does not constitute an offer to sell, a s olicitation of an offer to buy, or a recommendation to purchase any equity, debtor other financial instruments of Landcadia H old ings II, Inc. (“Landcadia”) or Golden Nugget Online Gaming, Inc. (“GNOG”) or an |
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| June 29, 2020 |
Exhibit 99.3 Landcadia II Audio Transcript Transcribed By: FINSIGHT 589 8th Avenue New York, NY 10018 DISCLAIMER: FINSIGHT makes every effort to ensure an accurate transcription. Enclosed is the output of transcribing from an audio recording. Although the transcription is largely accurate, in some cases, it may be incomplete or inaccurate due to inaudible passages or transcription errors. This tra |
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| June 29, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Commissi |
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| May 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2020 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Commissio |
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| May 14, 2020 |
Exhibit 10.1 May 12, 2020 Landcadia Holdings II, Inc. 1510 West Loop South Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), and Jefferies LLC, |
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| May 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020 Landcadia Holdings II, Inc. (Exact name of registrant as specified in its charter) 001-38893 (Commission File Number) Delaware 83-3593048 (State or other jurisdiction of incorporatio |
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| March 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-38893 (Commission File Number) Landcadia Holdings II, I |
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| March 27, 2020 |
EXHIBIT 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Pursuant to our third amended and restated certificate of incorporation, as amended by the certificate of amendment to the third amended and restated certificate of incorporation (as amended, the ?third amended and rested certificate of incorporation?), our authorized cap |
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| February 18, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No.)* Landcadia Holdings II, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 51476X204 (CUSIP Number) Tilman Fertitta 1510 West Loop South Houston, Texas 77027 Tel: (310) 914-1373 Copy to: Elliott Smith Winston & Str |
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| February 18, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* LANDCADIA HOLDINGS II, INC. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 51476X105 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| February 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Landcadia Holdings II, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 51476X204 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 13, 2020 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Landcadia Holdings II, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 51476X105 (CUSIP Number) December 31, 2019 (Date of event which requires filing of this statement) Check the appropriate box to designate th |
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| November 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019 Landcadia Holdings II, Inc. (Exact name of registrant as specified in its charter) 001-38893 (Commission File Number) Delaware 83-3593048 (State or other jurisdiction of incorpor |
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| August 8, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019 Landcadia Holdings II, Inc. (Exact name of registrant as specified in its charter) 001-38893 (Commission File Number) Delaware 83-3593048 (State or other jurisdiction of incorporation |
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| June 19, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Landcadia Holdings II, Inc. (Exact name of registrant |
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| June 5, 2019 |
Exhibit 99.1 Landcadia Holdings II, Inc. Announces the Separate Trading of its Common Stock and Warrants, Commencing June 6, 2019 HOUSTON, TX, June 5, 2019 ? Landcadia Holdings II, Inc. (Nasdaq: LCAHU) (the ?Company?) announced today that, commencing on or about June 6, 2019, the holders of the Company?s units (the ?Units?) may elect to separately trade the shares of Class A common stock (the ?Com |
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| June 5, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2019 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Commissio |
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| May 17, 2019 |
Passive Investment - LANDCADIA HOLDINGS II, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Landcadia Holdings II, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 51476X204** (CUSIP Number) May 7, 2019 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule |
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| May 17, 2019 |
Passive Investment - DAVIDSON KEMPNER PARTNERS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Landcadia Holdings II, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 51476X204** (CUSIP Number) May 7, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| May 15, 2019 |
Landcadia Holdings II, Inc. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 Landcadia Holdings II, Inc. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of May 9, 2019 F-3 Notes to Balance Sheet F-4 F-1 Landcadia Holdings II, Inc. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Landcadia Holdings II, Inc. Opinion on the Financial Statements We h |
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| May 15, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2019 LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporation) (Commission |
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| May 15, 2019 |
Passive Investment - AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 LANDCADIA HOLDINGS II, INC. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 51476X204 (CUSIP Number) May 07, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| May 9, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2019 (May 6, 2019) LANDCADIA HOLDINGS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-38893 83-3593048 (State or other jurisdiction of incorporatio |
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| May 9, 2019 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of May 6, 2019, by and between Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-230946 |
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| May 9, 2019 |
Administrative Support Agreement by and between the Registrant and Fertitta Entertainment, Inc. Exhibit 10.5 LANDCADIA HOLDINGS II, INC 1510 West Loop South Houston, Texas 77027 May 6, 2019 Fertitta Entertainment Inc. 844 Ryan Street, Suite 300 Lake Charles, LA 70601 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between Landcadia Holdings II, Inc. (the ?Company?) and Fertitta Entertainment Inc. (?Fertitta Entertainment?), dated as |
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| May 9, 2019 |
Third Amended and Restated Certificate of Incorporation Exhibit 3.1 Third AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LANDCADIA HOLDINGS II, INC. May 6, 2019 Landcadia Holdings II, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The Corporation was initially formed as CAPS Holding LLC (the ?LLC?), a Delaware limited liability company, on August 11, 2015. |
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| May 9, 2019 |
Exhibit 99.2 Landcadia Holdings II, Inc., Sponsored by Fertitta Entertainment, Inc. and Jefferies Financial Group Inc., Announces Closing of $316.25 Million Initial Public Offering, Including Full Exercise of the Underwriters? Over-Allotment Option HOUSTON, TX, May 9, 2019 ? Landcadia Holdings II, Inc. (Nasdaq: LCAHU) (the ?Company?) announced today that it closed its initial public offering of 31 |
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| May 9, 2019 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of May 6, 2019, is by and between Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged |
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| May 9, 2019 |
Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of May 6, 2019, is made and entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), Jefferies Financial Group Inc., a New York corporation, Fertitta Entertainment Inc., a Texas Corporation (collectively, the ?Sponsors?), and each of the undersigned indiv |
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| May 9, 2019 |
Exhibit 99.1 Landcadia Holdings II, Inc., Sponsored by Fertitta Entertainment, Inc. and Jefferies Financial Group Inc., Announces Pricing of $275 Million Initial Public Offering HOUSTON, TX, May 6, 2019 ? Landcadia Holdings II, Inc. (Nasdaq: LCAHU) (the ?Company?) announced today the pricing of its initial public offering of 27,500,000 units at a price of $10.00 per unit. The units will be listed |
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| May 9, 2019 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 6, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), and Jefferies Financial Group, Inc., a Delaware corporation, a |
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| May 9, 2019 |
Exhibit 1.1 Execution Version 27,500,000 Units LANDCADIA HOLDINGS II, INC. UNDERWRITING AGREEMENT May 6, 2019 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), proposes, upon the terms and conditions set forth in this agree |
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| May 9, 2019 |
Exhibit 10.1 May 6, 2019 Landcadia Holdings II, Inc. 1510 West Loop South Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), and Jefferies LLC, |
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| May 9, 2019 |
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LANDCADIA HOLDINGS II, INC. May 6, 2019 The undersigned does hereby certify as follows: 1. The Corporation (as defined below) was initially formed as CAPS Holding LLC (the ?LLC?), a Delaware limited liability company, on August 11, 2015. On February 4, 2019, the LLC filed a certificate of conversion |
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| May 8, 2019 |
$275,000,000 Landcadia Holdings II, Inc. 27,500,000 Units TABLE OF CONTENTS ?Filed pursuant to Rule 424(b)(4)? ?Registration No. 333-230946? PROSPECTUS $275,000,000 Landcadia Holdings II, Inc. 27,500,000 Units Landcadia Holdings II, Inc. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer |
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| May 6, 2019 |
? As filed with the U.S. Securities and Exchange Commission on May 6, 2019. Registration No. 333-??????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? Landcadia Holdings II, Inc. (Exact name of registrant as specified in its charter) ? Delaware ? ? 6770 ? ? 83-3593048 ? ? (State or other jurisdiction |
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| May 3, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Landcadia Holdings II, Inc. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 83-3593048 (I.R.S. Employer Identification No.) 1510 West Loop |
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| May 2, 2019 |
Landcadia Holdings II, Inc. 1510 West Loop South Houston, Texas 77027 May 2, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Natural Resources 100 F Street, NE Washington, DC 20549 Attention: Mr. Kevin Dougherty Re: Landcadia Holdings II, Inc. Registration Statement on Form S-1 Filed April 18, 2019, as amended File No. 333-230946 Dear Mr. Dougherty: |
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| May 2, 2019 |
May 2, 2019 VIA EDGAR Kevin Dougherty Office of Natural Resources U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Kevin Dougherty Office of Natural Resources Re: Landcadia Holdings II, Inc. Registration Statement on Form S-1 Filed April 18, 2019, as amended File No. 333-230946 Dear Mr. Dougherty: Pursuant to Rule 461 of th |
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| April 18, 2019 |
Promissory Note, dated February 14, 2019, issued to Fertitta Entertainment, Inc. Exhibit 10.2 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| April 18, 2019 |
Specimen Class A Common Stock Certificate Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] LANDCADIA HOLDINGS II, INC. CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the ?Common Stock?), of Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), transferable on the books of the Company in person or by |
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| April 18, 2019 |
Exhibit 14 LANDCADIA HOLDINGS II, INC. CODE OF ETHICS Effective [], 2019 I. Introduction The Board of Directors (the ?Board?) of Landcadia Holdings II, Inc. has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees are hired in the future) (each a ?person,? |
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| April 18, 2019 |
Exhibit 10.4 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2019, by and between Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333- (t |
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| April 18, 2019 |
Promissory Note, dated February 14, 2019, issued to Jefferies Financial Group Inc. Exhibit 10.3 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| April 18, 2019 |
Exhibit 10.7 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2019 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), and Jefferies Financial Group, Inc., a Delaware corporation |
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| April 18, 2019 |
Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2019, by and between Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequat |
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| April 18, 2019 |
Compensation Committee Charter Exhibit 99.2 LANDCADIA HOLDINGS II, INC. COMPENSATION COMMITTEE CHARTER Effective [], 2019 I. Purposes The Compensation Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Landcadia Holdings II, Inc. (the ?Company?) to: (A) assist the Board in overseeing the Company?s employee compensation policies and practices, including (i) determining and approving the compensat |
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| April 18, 2019 |
Joel L. Rubinstein Partner 212 294-5336 [email protected] April 18, 2019 VIA EDGAR Kevin Dougherty Office of Natural Resources U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Landcadia Holdings II, Inc. Draft Registration Statement on Form S-1 Submitted March 18, 2019 File No. 377-02548 Dear Mr. Dougherty: On behalf of our |
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| April 18, 2019 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Landcadia Holdings II, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Landcadia |
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| April 18, 2019 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2019, is by and between Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engag |
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| April 18, 2019 |
Exhibit 3.3 BY LAWS OF LANDCADIA HOLDINGS II, INC. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in Del |
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| April 18, 2019 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2019, is made and entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), Jefferies Financial Group Inc., a Delaware corporation, Fertitta Entertainment Inc., a Delaware Corporation (collectively, the ?Sponsors?), and each of the undersigned |
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| April 18, 2019 |
Exhibit 99.1 LANDCADIA HOLDINGS II, INC. AUDIT COMMITTEE CHARTER Effective [], 2019 I. Purposes The Audit Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Landcadia Holdings II, Inc. (the ?Company?) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company?s compliance with legal and regulatory require |
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| April 18, 2019 |
Exhibit 10.1 [ ], 2019 Landcadia Holdings II, Inc. 1510 West Loop South Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), and Jefferies LLC, as |
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| April 18, 2019 |
Second Amended and Restated Certificate of Incorporation Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LANDCADIA HOLDINGS II, INC. March 13, 2019 The undersigned does hereby certify as follows: 1. The Corporation (as defined below) was initially formed as CAPS Holding LLC (the ?LLC?), a Delaware limited liability company, on August 11, 2015. The sole member of the LLC was Jefferies Financial Group Inc. (?Jefferies?), a New York |
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| April 18, 2019 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on April 18, 2019. Registration No. 333-??????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? Landcadia Holdings II, Inc. (Exact name of registrant as specified in its charter) ? Delaware ? ? 6770 ? ? 83-3593048 ? ? (State or |
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| April 18, 2019 |
Form of Third Amended and Restated Certificate of Incorporation Exhibit 3.2 Third AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LANDCADIA HOLDINGS II, INC. , 2019 Landcadia Holdings II, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The Corporation was initially formed as CAPS Holding LLC (the ?LLC?), a Delaware limited liability company, on August 11, 2015. On F |
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| April 18, 2019 |
Exhibit 10.9 LANDCADIA HOLDINGS II, INC 1510 West Loop South Houston, Texas 77027 , 2019 Fertitta Entertainment Inc. 844 Ryan Street, Suite 300 Lake Charles, LA 70601 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between Landcadia Holdings II, Inc. (the ?Company?) and Fertitta Entertainment Inc. (?Fertitta Entertainment?), dated as of th |
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| April 18, 2019 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Landcadia Holdings II, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Landcadia |
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| April 18, 2019 |
Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW LANDCADIA HOLDINGS II, INC. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered ho |
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| April 18, 2019 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] LANDCADIA HOLDINGS II, INC. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per |
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| April 18, 2019 |
Form of Underwriting Agreement Exhibit 1.1 25,000,000 Units LANDCADIA HOLDINGS II, INC. UNDERWRITING AGREEMENT [?], 2019 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Landcadia Holdings II, Inc., a Delaware corporation (the ?Company?), proposes, upon the terms and conditions set forth in this agreement (this ?Agreemen |
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| April 18, 2019 |
Exhibit 10.6 LANDCADIA HOLDINGS II, INC 1510 West Loop South Houston, Texas 77027 February 14, 2019 Fertitta Entertainment Inc. 1510 West Loop South Houston, Texas 77027 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on February 14, 2019 by and between Fertitta Entertainment, Inc., a Texas corporation (the ?Subscriber? or ?you?), and La |
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| March 18, 2019 |
As confidentially submitted to the U.S. Securities and Exchange Commission on March 15, 2019. This draft registration statement has not been filed, publicly or otherwise, with U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION |
