United States securities and exchange commission logo
November 25, 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. 4 to
Preliminary Merger Proxy Statement on Schedule 14A
Filed November 23,
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
November 17, 2020 letter.
Preliminary Proxy Statement
Unaudited Pro Forma Combined Condensed Financial Information
Description of the Business Combination, page 117
1. Please tell us why the
repayment of $150.0 million of the existing principal amount owed
by GNOG under the
Credit Agreement, together with the related prepayment premium, as
well as accrued and
unpaid interest, is not included in the table of the aggregate cash and
equity consideration.
Tilman J. Fertitta
FirstName LastNameTilman
Landcadia Holdings II, Inc. J. Fertitta
Comapany 25,
November NameLandcadia
2020 Holdings II, Inc.
November
Page 2 25, 2020 Page 2
FirstName LastName
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 124
2. We note your revised explanation of adjustment D in response to prior
comment 2
indicating you will adjust the carrying value of redeemable
noncontrolling interest to the
redemption value as the changes occur in accordance with paragraph 15
option b of ASC
480-10-S99-3A. Accordingly, please revise to adjust the carrying value
to equal the
redemption value at the pro forma balance sheet date as if it were
also the redemption
date.
New GNOG Class B Common Stock, page 274
3. We note your response to prior comment 7. Please revise to clarify
that Mr. Ferititta will
have voting control of the managing member and will, therefore, have
the ability to vote
for and approve the issuance or transfer of Class B common stock of
New GNOG.
4. We note your disclosure that "Upon a transfer of shares of New GNOG
Class B common
stock to a party that is not an affiliate of Mr. Fertitta, such shares
would have ten votes per
share on matters presented to New GNOG stockholders for approval and
would not be
subject to the downward adjustment applicable to such shares of New
GNOG Class B
common stock when held by Mr. Fertitta or his affiliates." However, it
is not clear how
Class B common stock in the hands of different holders could have
different voting rights
when the voting provision is in your charter and applies to all Class
B common stock
holders. Please advise or clarify.
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,
Division of
Corporation Finance
Office of
Technology
cc: Joel Rubinstein, Esq.