Landcadia Investors to Vote on Gambling Merger on December 18


Shareholders in Landcadia Holdings II, Inc. will finally vote on the Tilman Fertitta-led company’s proposed acquisition of Golden Nugget Online Gaming (GNOG), which too is controlled by Mr. Fertitta, at a virtual meeting scheduled for December 18, news emerged late last week.

Landcadia investors are set to vote on the deal around six months after it was first announced.

Based in Houston, Texas, Landcadia operates as a special purpose acquisition company whose business purpose is to effect a merger, asset acquisition or other types of business combination with online gambling operators. Texas billionaire businessman Tilman Fertitta co-chairs the company and serves as its CEO.

Landcadia and GNOG announced tie-up plans in June. The combined group’s value was at the time estimated at approximately $745 million. When the merger closes, which is expected to happen soon after the shareholders’ vote later this month, Landcadia will change its name to Golden Nugget Online Gaming, Inc. and its Nasdaq ticker symbol will change to GNOG.

The combined group will be only the second pure publicly traded online gambling company in the US after DraftKings completed a similar deal with a SPAC this past spring.

A merger with Landcadia helps GNOG go public without an IPO. SPAC mergers have become a popular alternative of traditional IPOs and are viewed as a quicker and more efficient route to going public.

Regulatory Approval

GNOG and Landcadia won last month a crucial approval for their merger from New Jersey gambling regulators.

The New Jersey Casino Control Commission issued a casino license to GNOG as an online gaming affiliate of Golden Nugget Atlantic City and gave conditional green light to the gambling operator for its merger with the SPAC.

GNOG earned the important approval despite concerns expressed by the New Jersey Division of Gaming Enforcement that its combination with Landcadia could have a negative effect on the land-based Golden Nugget casino in Atlantic City and deprive it of “the much-needed cash flow from Internet gaming on a permanent base.”

Members of the Casino Control Commission said they understood those concerns and that they supported several conditions aiming to ensure that the physical casino would not suffer losses or become victim of negligence after GNOG’s combination with Landcadia.

GNOG currently operates as the online gaming arm of Mr. Fertitta’s Golden Nugget casino empire.

Reports emerged last week that Mr. Fertitta mulls taking Golden Nugget and multi-brand dining corporation Landry’s Inc. public via an IPO to take advantage of a recent rally in equity markets. The IPO will reportedly include several Golden Nugget casinos and a number of Landry’s-owned restaurants. A person familiar with the ongoing IPO discussions said that Mr. Fertitta would retain control of his company through a stake of well over 50%.

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