United States securities and exchange commission logo
November 17, 2020
Tilman J. Fertitta
Chief Executive Officer
Landcadia Holdings II, Inc.
1510 West Loop South
Houston, TX 77027
Re: Landcadia Holdings
II, Inc.
Amendment No. 3 to
Preliminary Merger Proxy Statement on Schedule 14A
Filed November 9,
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.
Unless we note otherwise, our references to prior comments are to
comments in our October 23,
2020 letter.
Amendment No. 3 to Preliminary Merger Proxy Statement Filed November 9,
2020
Summary of This Proxy Statement
Sources and Uses of the Transaction, page 50
1. Please include an
additional table (or columns to your existing tables) that reflects each of
the benefits to Mr.
Fertitta and his affiliates as a result of the merger.
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 117
2. We note your revised
explanation of adjustment D indicating that the subsequent
measurement adjustment
to noncontrolling interest will take place on the first subsequent
Tilman J. Fertitta
FirstName LastNameTilman
Landcadia Holdings II, Inc. J. Fertitta
Comapany 17,
November NameLandcadia
2020 Holdings II, Inc.
November
Page 2 17, 2020 Page 2
FirstName LastName
reporting period. Please clarify which measurement method in paragraph
15 of ASC 480-
10-S99-3A you will apply to measure the carrying value of
noncontrolling interest. In
addition, please disclose the redemption value at the balance sheet
date as if it were also
the redemption date.
3. You indicate in response to prior comment 4 that the Second A&R
Intercompany Note
will provide for payments by LF LLC in the amount of 6% of the
outstanding principal
balance on a quarterly basis. The disclosures throughout your filing
related to the
additional issuances of HoldCo Class B Units and the equivalent number
of shares of New
GNOG Class B common stock to LF LLC continue to indicate that such
issuances will be
in consideration of payments to be made by LF LLC to GNOG LLC pursuant
to the terms
of the Second A&R Intercompany Note. Please clarify these disclosures
to indicate that
such payments will only relate to the interest due on the outstanding
principal balance.
4. We note your revised explanation of adjustment H in response to prior
comment 4
indicating that the Second A&R Intercompany Note requires LF LLC to
make quarterly
cash payments of 6% of the outstanding principal balance of the Second
A&R
Intercompany Note. Please reconcile this to disclosures elsewhere
indicating that amounts
payable on the outstanding balance are 6% annually.
GNOG Management s Discussion and Analysis of Financial Condition and Results
of
Operations
Contractual Obligations, page 247
5. We note the revised disclosure in response to prior comment 8. As
previously requested,
please also include changes in GNOG s contractual obligations during
the interim period
related to payments due in more than five years. For example, we note
from your
disclosure on page 234 that the market access agreement with Keweenaw
Bay Indian
Community has an initial term of 15 years. Refer to Instruction 7 to
Item 303(b) and Item
303(a)(5) of Regulation S-K.
Description of Securities
New GNOG Class B Common Stock, page 263
6. Please clarify that at Closing each share of New GNOG Class B common
stock held by
Mr. Fertitta and his affiliates is expected to have approximately 4.04
votes per share
assuming no redemptions and 3.89 votes per share assuming maximum
redemptions. It is
not clear how the Class B common stock could ever have more than 4.04
votes per share.
We note throughout your proxy statement you indicate that the Class B
common stock
have 10 votes per shares but due to Mr. Fertitta's current holdings
and the 79.9% voting
power cap, the Class B common stock will not have 10 votes per share
for the foreseeable
future.
7. Please clarify whether Mr. Fertitta is permitted to transfer Class B
common stock to
unaffiliated third parties, and if so, under what circumstances.
Tilman J. Fertitta
Landcadia Holdings II, Inc.
November 17, 2020
Page 3
Beneficial Ownership of Securities, page 274
8. Please revise the beneficial ownership table to correct the "% of Total
Voting Power" after
completion of the offering column.
Golden Nugget Online Gaming, Inc.
Notes to the Unaudited Condensed Financial Statements
Note 9. Subsequent Events, page F-45
9. Please update the date through which subsequent events disclosures were
evaluated.
Refer to ASC 855-10-50-1.
General
10. Please provide a chart with an accompanying discussion addressing how the
79.9% voting
cap on Mr. Fertitta operates. As part of your discussion, please address
whether Mr.
Fertitta is permitted to sell Class A common stock short, how the
purchase or sale of
additional shares of Class A common stock impacts the Class B common
stock voting
rights, and how different scenarios of acquiring or selling of shares
impacts the voting
rights of the Class B common stock. For example, disclose how many shares
of Class A
common stock (received upon conversion of the Class B common stock), Mr.
Fertitta
could sell and still maintain his 79.9% voting power.
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
November 17, 2020 Page 3
cc: Joel Rubinstein, Esq.
FirstName LastName