Item 1.01. Entry into a Material Definitive Agreement.






A&R HoldCo LLC Agreement

On December 29, 2020, in connection with the Closing, the Company, Landcadia HoldCo and LF LLC entered into the Amended and Restated Limited Liability Company Agreement of Landcadia HoldCo (the "A&R HoldCo LLC Agreement"), which provides, among other things, that beginning 180 days after the Closing, each holder of HoldCo Class B Units will be entitled to cause Landcadia HoldCo to exchange all or a portion of its HoldCo Class B Units (upon the surrender of a corresponding number of shares of Class B common stock) for either one share of Class A common stock or, or at the election of the Company, in its capacity as the sole managing member of Landcadia HoldCo, the cash equivalent of the market value of one share of Class A common stock. In addition, the A&R HoldCo LLC Agreement provides for additional issuances of HoldCo Class B Units and the equivalent number of shares of Class B common stock to LF LLC in consideration of payments to be made by LF LLC to GNOG LLC pursuant to the terms of the Second A&R Intercompany Note (as defined below), with such payments and equity issuances being treated as capital transactions for accounting purposes. The additional HoldCo LLC Class B Units will be issued at the then-current market price of Class A common stock calculated as set forth in the A&R HoldCo LLC Agreement.

The foregoing description of the A&R HoldCo LLC Agreement does not purport to be complete and is qualified in its entirety by the full text of the A&R HoldCo LLC Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.




Tax Receivable Agreement

On December 29, 2020, in connection with the Closing, the Company entered into a Tax Receivable Agreement (the "Tax Receivable Agreement") with LF LLC. The Tax Receivable Agreement provides for payment by the Company to LF LLC in respect of 85% of the U.S. federal, state and local income tax savings allocable to the Company from Landcadia HoldCo and arising from certain transactions, including (a) certain transactions contemplated under the Purchase Agreement and (b) the exchange of LF LLC's HoldCo Class B Units for shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A common stock"), as determined on a "with and without" basis, and for an early termination payment by the Company to LF LLC in the event of a termination with a majority vote of disinterested directors, a material breach of a material obligation, or a change of control, subject to certain limitations, including in connection with available cash flow and financing facilities. Assuming no exchange of LF LLC's HoldCo Class B Units pursuant the A&R HoldCo LLC Agreement (as defined below), the estimated liability under the Tax Receivable Agreement ("TRA liability") is . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.

On December 29, 2020, the Business Combination was approved by the stockholders of the Company at the special meeting in lieu of the 2020 annual meeting of stockholders (the "Special Meeting"). The Business Combination was completed on December 29, 2020.

The aggregate consideration for the Business Combination was $522.4 million, consisting of (i) $313.5 million payable in 31,350,625 HoldCo Class B Units and 31,350,625 shares of Class B common stock, (ii) $30 million in Closing Cash Consideration and (iii) the repayment of $150.0 million, representing one-half of the existing principal amount owed by GNOG LLC under the Credit Agreement, together with related prepayment premium of approximately $24.0 million, as well as accrued and unpaid interest in an amount of approximately $4.9 million. Houlihan Lokey rendered an opinion as to the fairness, from a financial point of view, to the Company, of the consideration to be paid by the Company pursuant to the Purchase Agreement.

Tilman J. Fertitta, our Chief Executive Officer and Chairman and one of the sponsors, and the former Chief Executive Officer and Co-Chairman of Landcadia, indirectly owns all of the equity interests in LF LLC which, prior to the Closing of the Business Combination, owned all of the equity interests in GNOG HoldCo and GNOG LLC.

As of the Closing Date and following the completion of the Business Combination, the Company had the following outstanding securities:





       ?   36,982,320 shares of Class A common stock;
       ?   31,350,625 shares of Class B common stock;
       ?   16,425,000 warrants, each exercisable for one share of Class A Common
           Stock at a price of $11.50 per share.

As of the Closing Date and following the completion of the Business Combination, LF LLC owned 31,350,625 HoldCo Class B Units and 31,350,625 shares of Class B common stock. Pursuant to the terms of the A&R HoldCo LLC Agreement, beginning 180 days after the Closing, LF LLC will be entitled to cause Landcadia HoldCo to exchange all or a portion of its HoldCo Class B Units (upon the surrender of a corresponding number of shares of Class B common stock), on a one for-one basis, for either shares of Class A common stock, or at the election of the Company, in its capacity as the sole managing member of Landcadia HoldCo, the cash equivalent of the market value of such shares of Class A common stock, each of which is redeemable on a one-for-one basis for shares of Class A Common Stock.

Immediately following the Closing and by virtue of the holdings by Mr. Fertitta and his affiliates, including LF LLC, of shares of Class A common stock and Class B common stock, Mr. Fertitta beneficially owns approximately 11.1% of the . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

As of April 28, 2020 ("Credit Agreement Closing Date"), Golden Nugget Online Gaming, Inc. (predecessor to GNOG LLC) ("GNOG Inc.") entered into the Credit Agreement by and among LF LLC, as parent, GNOG, Inc., as borrower, the lenders from time to time party thereto ("Lenders"), and Jefferies Finance LLC, as agent for the Lenders ("Agent").

The Credit Agreement was amended on June 12, 2020 by the First Amendment to Credit Agreement and on June 29, 2020 by the Second Amendment to Credit Agreement to amend certain provisions to permit GNOG Holdco and LF LLC to enter into the Purchase Agreement and consummate the transaction including, but not limited to, amendments to permit the formation of GNOG Holdco, the conversion of GNOG Inc. into a limited liability company by merging with and into GNOG LLC (the "GNOG Conversion"), and the sale by LF LLC of the equity in GNOG Holdco. (Unless the context otherwise indicates, references below in this Item 2.03 to "Credit Agreement" refer to the Credit Agreement, as amended.)

The Credit Agreement originally provided for senior secured term loans in the aggregate amount of $300.0 million as of the Credit Agreement Closing Date. After giving effect to the transaction, including the payment of the Credit Agreement Payoff Amount, the aggregate principal amount of indebtedness under the Credit Agreement is $150.0 million. The outstanding senior secured term loans under the Credit Agreement are set to mature on October 4, 2023. All outstanding term loans bear interest on the daily balance thereof, at the option of GNOG LLC, at either (1) an adjusted LIBOR or (2) a base rate, in each case plus an applicable margin. The applicable margin is 12% with respect to LIBOR loans and 11% with respect to base rate loans. Following the Closing, LF LLC will make payments to GNOG LLC under the Second A&R Intercompany Note in an amount equal to 6% per annum, paid quarterly, on the outstanding balance from day to day thereunder. The cash from such payments may be used to alleviate the payments due under the Credit Facility, but do not reduce the principal balance of the Second A&R Intercompany Note. These payments and the related equity issuance will be treated as capital transactions for accounting purposes. The A&R HoldCo LLC Agreement provides for additional issuances of HoldCo Class B Units and the equivalent number of shares of Class B common stock to LF LLC in consideration of payments described in the preceding sentence.

On November 30, 2020, GNOG HoldCo and Agent entered into joinder agreements to (i) the Security Agreement to grant a first priority pledge of equity interests owned by GNOG HoldCo and a first priority security interest in substantially all . . .

Item 3.02. Unregistered Sales of Equity Securities.

On the Closing Date, the Company issued 31,350,625 shares of Class B common stock to LF LLC and an aggregate of 5,362,500 shares of Class A common stock to Mr. Fertitta and JFG Sponsor upon conversion of the shares of Class B common stock held by them in accordance with the terms of the Company's third amended and restated certificate of incorporation. The issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Regulation D promulgated thereunder. Descriptions of the rights, preferences and privileges of the shares of Class B common stock are set forth in Item 2.01 under "-Description of the Company's Securities" above.

Item 3.03. Material Modification to Rights of Security Holders.

On December 29, 2020, in connection with the consummation of the Business Combination, the Company amended and restated its third amended and restated certificate of incorporation (as so amended and restated, the "Fourth Amended and Restated Charter") and amended and restated its bylaws (the "Amended and Restated Bylaws"). The material terms of the Fourth Amended and Restated Charter and the general effect upon the rights of holders of the Company's capital stock are included in the Proxy Statement under the sections entitled "Proposal No. 3 - The Charter Amendment Proposal" and "Proposal No. 4 - The Advisory Charter Proposals," which are incorporated herein by reference.

Copies of the Fourth Amended and Restated Charter and the Amended and Restated Bylaws are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth above in the "Introductory Note" and Item 2.01 is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under "Directors and Executive Officers," "Director Independence," "Committees of the Board of Directors" and "Executive Compensation" in Item 2.01 are incorporated herein by reference.

The information set forth under "Winter Employment Agreement" in Item 1.01 is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


            Year.

The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, which fulfilled the definition of an "initial business combination" as required by Landcadia's organizational documents, the Company ceased to be a shell company, as defined in Rule 12b-2 of the Exchange Act, as of the Closing Date. The material terms of the Business Combination are described in the section entitled "Proposal No. 1 - The Transaction Proposal" of the Proxy Statement, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited financial statements of GNOG LLC for the years ended December 31, 2019 and 2018 are included in the Proxy Statement beginning on page F-49 and are incorporated herein by reference.

The unaudited condensed financial statements of GNOG LLC for the nine months ended September 30, 2020 and 2019 are included in the Proxy Statement beginning on page F-37 and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company for the year ended December 31, 2019 and for the nine months ended September 30, 2020 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.





(d) Exhibits

Exhibit No. Description


  2.1           Purchase Agreement, dated as of June 28, 2020, by and among the
              Company, LHGN HoldCo, LLC, Golden Nugget Online Gaming, Inc., GNOG
              Holdings, LLC and Landry's Fertitta, LLC (incorporated by reference to
              Exhibit 2.1 of the Current Report on Form 8-K filed by the Company on
              June 29, 2020).
  2.2           Amendment to the Purchase Agreement, dated as of September 17, 2020, by
              and among Landcadia Holdings II, Inc., LHGN HoldCo, LLC, Golden Nugget
              Online Gaming, Inc., GNOG Holdings, LLC and Landry's Fertitta, LLC
              (incorporated by reference to Exhibit 2.1 of the Current Report on Form
              8-K filed by the Company on September 22, 2020).
  2.3           Second Amendment to the Purchase Agreement, dated as of December 20,
              2020, by and among Landcadia Holdings II, Inc., LHGN HoldCo, LLC, Golden
              Nugget Online Gaming, LLC, GNOG Holdings, LLC and Landry's Fertitta, LLC
              (incorporated by reference to Exhibit 2.1 of the Current Report on Form
              8-K filed by the Company on December 21, 2020).
  3.1           Fourth Amended and Restated Certificate of Incorporation of Golden
              Nugget Online Gaming, Inc.
  3.2           Amended and Restated Bylaws of Golden Nugget Online Gaming, Inc.
  4.1           Warrant Agreement, dated May 6, 2019, between the Company and
              Continental Stock Transfer &Trust Company, as warrant agent (incorporated
              by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by
              the Company on May 9, 2019).
  10.1          Amended and Restated Limited Liability Company Agreement of LHGN
              HoldCo, LLC, dated as of December 29, 2020, by and among the Company,
              Landry's Fertitta, LLC and the other members party thereto.
  10.2          Tax Receivable Agreement, dated as of December 29, 2020, by and among
              the Company, LHGN HoldCo, LLC and Landry's Fertitta, LLC.
  10.3          Amendment to Letter Agreement, dated as of December 29, 2020, by and
              among the Company, Tilman J. Fertitta, Jefferies Financial Group Inc. and
              the other signatories thereto.
  10.4          Amended and Restated Registration Rights Agreement, dated as of
              December 29, 2020, by and among the Company, Jefferies Financial Group
              Inc., Tilman J. Fertitta, Landry's Fertitta, LLC and the other parties
              thereto.
  10.5          Second Amended and Restated Intercompany Note, dated as of December 29,
              2020, between the Company and Landry's Fertitta, LLC.
  10.6          Trademark License Agreement, dated as of December 29, 2020, by and
              among Golden Nugget, LLC, GNLV, LLC and Golden Nugget Online Gaming,
              LLC.










  10.7         Amended and Restated Online Gaming Operations Agreement, dated as of
             December 29, 2020, by and between Golden Nugget Online Gaming, LLC and
             Golden Nugget Atlantic City, LLC.
  10.8         Sponsor Forfeiture and Call-Option Agreement, dated as of June 28,
             2020, by and between the Company and Jefferies Financial Group, Inc.
             (incorporated by reference to Exhibit 10.1 of the Current Report on Form
             8-K filed by the Company on June 29, 2020).
  10.9         Golden Nugget Online Gaming, Inc. 2020 Incentive Award Plan.
  10.10        Employment Agreement, dated as of December 29, 2020, by and between
             GNOG LLC and Thomas Winter.
  10.11        Golden Nugget Online Gaming, Inc. 2020 Incentive Award Plan Restricted
             Stock Unit Award Agreement for Thomas Winter.
  10.12        Form of Indemnification Agreement.
  10.13        Letter Agreement, dated as of May 6, 2019, by and among the Company,
             Tilman J. Fertitta, Richard Handler, Richard H. Liem, Steven L.
             Scheinthal, Nicholas Daraviras, G. Michael Stevens, Michael Chadwick,
             Jefferies Financial Group Inc. and Fertitta Entertainment, Inc.
             (incorporated by reference to Exhibit 10.1 to the Current Report on Form
             8-K filed by the Company on May 9, 2019).
  10.14        Letter Agreement, dated as of May 12, 2020, by and between the Company
             and Scott Kelly (incorporated by reference to Exhibit 10.1 to Current
             Report on Form 8-K filed by the Company on May 14, 2020).
  10.15        First Amendment to Credit Agreement, dated as of June 12, 2020, by and
             among Golden Nugget Online Gaming, Inc., Landry's Fertitta, LLC,
             Jefferies Finance LLC and the other parties thereto.
  10.16        Second Amendment to Credit Agreement, dated as of June 29, 2020, by and
             among Golden Nugget Online Gaming, Inc., Jefferies Finance LLC and the
             other parties thereto.
  10.17*       Online Gaming Operations Agreement, dated as of November 18, 2020, by
             and between Golden Nugget Online Gaming, Inc. and Danville Development,
             LLC.
  21.1         Subsidiaries of the Company.
  99.1         Unaudited pro forma condensed consolidated combined financial
             information of the Company for the year ended December 31, 2019 and as of
             and for the nine months ended September 30, 2020.

*Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv). The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.

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