United States securities and exchange commission logo
September 8, 2020
Tilman J. Fertitta
Chief Executive Officer
Landcadia Holdings II, Inc.
1510 West Loop South
Houston, TX 77027
Re: Landcadia Holdings
II, Inc.
Preliminary Merger
Proxy Statement on Schedule 14A
Filed August 12,
2020
File No. 001-38893
Dear Mr. Fertitta:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Merger Proxy Statement Filed August 12, 2020
Summary, page 1
1. We note your disclosure
regarding the A&R HoldCo LLC Agreement as it pertains to the
exchange of Landcadia
Holdings II Class B units into Class A common stock of New
Golden Nugget Online
Gaming ("New GNOG"). Please revise to provide a discussion of
how such an exchange
would impact New GNOG's holders of Class A common stock and
what the outcome of
that exchange would have on the voting control and economic rights
of New GNOG.
Ancillary Agreements, page 37
2. Please disclose the
range of the future payouts that you expect to pay under the Tax
Receivable Agreement,
the anticipated timing of the payouts, and how you intend to fund
the required payouts.
Tilman J. Fertitta
FirstName LastNameTilman
Landcadia Holdings II, Inc. J. Fertitta
Comapany 8,
September NameLandcadia
2020 Holdings II, Inc.
September
Page 2 8, 2020 Page 2
FirstName LastName
GNOG relies on information technology and other systems and platforms..., page
58
3. Please revise to identify the third-party service providers that are
"critical to the
performance of [your] platform and offerings," and disclose the
material terms of those
agreements.
Risk Factors, page 75
4. To the extent material, please revise to provide risk factor
disclosure regarding the
geographic concentration of your revenues and operations.
Notes to Unaudited Pro Forma Combined Condensed Financial Information
Note 3. Adjustment to Unaudited Pro Forma Condensed Combined Financial
Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 108
5. In your explanation of adjustment F, please clarify why the HoldCo
Class B units will be
classified as temporary equity upon consummation of the transaction.
6. Expand your adjustment J disclosure to address the nature of each
adjustment posted to
your pro forma balance sheet. For example, the footnote should clearly
explain the
underlying reasons for the elimination of the subscription receivable
and why no cash is
received by GNOG. That is, you should clearly disclose why the
subscription receivable
is being reduced by $150 million and debited to paid-in-capital. In
addition, please
explain the basis for your reclassification of the subscription
receivable as non-controlling
interest.
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations,
page 109
7. Please revise to provide an explanation for the pro forma adjustment
(assuming no
redemptions) to net loss attributable to non-controlling interest for
the three months ended
March 31, 2020 and the year ended December 31, 2019.
Proposal No. 1 - The Transaction Proposal
The Purchase Agreement
Structure; Consideration to be Paid in the Transaction, page 124
8. Please provide us with your analysis of whether your ownership
structure will be subject
to consolidation based on the guidance in ASC 810-10-15-14,
considering the economic
ownership interests and voting power upon closing of the transaction
as well as the
ancillary agreements to be entered into in connection with the
purchase agreement and the
guarantees made under GNOG s Credit Agreement. In addition, to the
extent your
ownership structure will involve variable interest entities, please
provide your analysis of
each entity s primary beneficiary. Refer to ASC 810-10-25-38 through
25-38J.
Tilman J. Fertitta
FirstName LastNameTilman
Landcadia Holdings II, Inc. J. Fertitta
Comapany 8,
September NameLandcadia
2020 Holdings II, Inc.
September
Page 3 8, 2020 Page 3
FirstName LastName
Proposal No. 4 - The Advisory Charter Proposals, page 177
9. We note your disclosure indicating that you are providing shareholders
the opportunity to
separately vote on numerous charter provisions in the proposed charter
"pursuant to SEC
guidance." Clarify that you are giving shareholders the opportunity to
present their
separate views on important corporate governance provisions.
Business of GNOG
Industry Background/Market Opportunity, page 213
10. Please provide an explanation of how you compute GNOG s GGR as
referred to in the
fourth paragraph.
11. You indicate that online gaming revenue in New Jersey represented 81%
of land-based
gaming revenue for the six months ended June 30, 2020. Please provide
context for the
significant increase in the percentage, in light of the impact of the
COVID-19 pandemic
during the period. In this regard, we note from your disclosure on
page 225 that the
closures of casino facilities has caused an increase in new patrons
utilizing online
gaming.
Business of GNOG, page 213
12. Please provide disclosure regarding how the company defines "iGaming."
As part of
your discussion, clarify whether iGaming encompasses live dealer
games, sports betting,
poker, online slots, and other type of gaming done via the internet,
or if it is limited to a
subset of gaming activities online.
GNOG Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Cash Flows, page 230
13. Your discussion of cash provided by operating activities should
contribute substantively to
an understanding of your historical sources and uses of cash
associated with the changes
in asset and liability accounts. Please revise to include a discussion
of the underlying
reasons for changes in working capital items that affect operating
cash flows. Refer to the
guidance in Section IV.B.1 of SEC Release 33-8350, Commission Guidance
Regarding
Management s Discussion and Analysis of Financial Condition and
Results of
Operations.
14. Please update your discussion of cash flows to also address any
material changes in
financial condition from the end of your fiscal year to the date of
the most recent interim
balance sheet provided in the filing. Refer to Item 303(b)(1) of
Regulation S-K.
Summary Compensation Table, page 239
15. You disclose that none of Messrs. Fertitta, Scheinthal or Liem
received separate
Tilman J. Fertitta
Landcadia Holdings II, Inc.
September 8, 2020
Page 4
compensation for their services to GNOG as of December 31, 2019 and that
they were
instead compensated by Landry's LLC. Please revise to discuss the terms
of any
management agreement between Landry's LLC and GNOG including the
structure and
fees of any such agreement. Refer to Item 404 of Regulation S-K and the
Regulation S-K
Compliance and Disclosure Interpretation 217.08 for guidance.
Certain Relationships and Related Transactions
GNOG s Related Party Transactions, page 260
16. Please disclose the nature of the relationship between GNOG and Landry's
LLC. In
addition, discuss the role that Landry's LLC is playing in this
transaction and the nature of
the relationship upon closing of the transaction.
General
17. We note the disclosure on page 137 that your A&R Registration Rights
Agreement is
attached as an annex to the proxy statement but we are unable to locate
it. Please advise.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or
Stephen
Krikorian, Accounting Branch Chief at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney at (202) 551-3334 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
FirstName LastNameTilman J. Fertitta
Division of
Corporation Finance
Comapany NameLandcadia Holdings II, Inc.
Office of
Technology
September 8, 2020 Page 4
cc: Joel Rubinstein, Esq.
FirstName LastName