Golden Nugget Online Gaming To Become Public

On June 29, 2020, Houston / Landcadia Holdings II, Inc. (LCA, "Landcadia II") is today, Landcadia II. Online, Inc We announced that (hereinafter referred to as "GNOG") has been concluded. GNOG is a US Real money online casino owned by Tilman Feltitta, and has been recognized as a representative online casino that brought live dealers to the US market. LANDCADIA II is a specially funded company with public funds jointly invested by Fertitta Entertainment, Inc. and Jeffiries Financial Group Inc.

Gnog is the second online casino company in the United States. This transaction will be completed in the third quarter of this year. After the transaction is completed, LANDCADIA II plans to change the company name to Golden Nugget Online Gaming, Inc. and NASDAQ trading symbols to GNOG.

"Landcadia II's c o-chairman and Jefferies LLC CEO Rich Handler said," GNOG is one of the most advantageous companies in the United States. "We, Jeffreies, can partner with Tillman and bring this wonderful opportunity to the stock market, and we are not so happy.

Golden Nugget is famous in the United States, and its Igaming business is a leader established in New Jersey, the largest online game market in North America. GNOG has also entered the market in Pennsylvania and Michigan, and plans to launch an online casino brand in early 2021 in early 2021.

GNOG has won the North American Top Operator Award for the third consecutive year and is known to industry officials as a leading operator in the US online game market. GNOG is known for its innovation, including live dealers, live casino floors, mobile devices, tablets, and PCs on a variety of dedicated machine games on PCs, and are known for their firs t-class 2 4-hour 365 days. 。

Tillman J. Feltitta continues to serve as the president and CEO of Gnog, and Thomas Winter, invited for the development of Golden Nugget online and game business, will continue to be the president of Gnog. For seven years since Thomas Winter launched the Golden Nugget Igaming Business in New Jersey, profits and margins have increased every year, despite the larger financial competition. According to Feltitta, "Golden Nugget is one of the most distinctive brands in today's gaming business. If you hear the name of Golden Nugget, you can see that customers are dealing with highly reputable online gambling businesses. Thomas and his team will be able to use the industry's highest business.

Gnog screenshot

• Started business in New Jersey in the fourth quarter of 2013
• In the black in 2016
• The first online game company that started a live dealer in the United States
• Received the industry award for the third consecutive year as a top operator
• Started live casino floor for the first time in the United States
• Net income over 11 million dollars in 2019

Main trading conditions

With this transaction, the company's value after integration is expected to be about $ 745 million (6. 1 times) in proformer corporate value and $ 122 million in 2021. The valuation paid to the GNOG parent company is composed of the combination of cash and Landcadia II rollover shares. After the transaction is completed, Tillman J. Feltitta and CEO (CEO) have the financial interests for the controlling of the integrated company (through the UP-C structure described below) and voting rights through a GNOG parent company. It will be. The integrated company will be a dual stock structure that Feltitta has super voting rights.

LANDCADIA II undertakes GNOG's debt of $ 150 million and pays $ 150 million debt, prepaid fees, transaction fees, and expenses. The Landcadia II trust account is currently about $ 321 million on a condition for redemption. After paying the acquisition price, debt repayment, transaction fees and expenses, the integrated company's consolidated balance sheet will be recorded at least $ 80 million, and the capital purchase capital of Proformers is expected to be about $ 700 million.

This transaction consists of a partnership in a partnership managed by the integrated company and a UP-C that owns the same number of non-economic voting rights managed by Feltitta. In addition, the consolidated company plans to conclude a regular tax receipt with the entity owned by Feltitta, and this taxpay is a specific taxation before the integration. In addition to sharing tax incentives related to the above attributes, the integrated company has realized by the integrated tax attributes caused by the sale or exchange of this transaction and subsequent Feltitta by the business owned by the entity. In some cases, we provide these tax incentives.

This transaction was unanimously recognized by the Committee of the Committee (hereinafter referred to as "Committee"), which consists only of Land Cadia II's independent directors, and was unanimously approved at the Land Cadia II Board of Directors. 。 This transaction requires the approval of the Land Cadia II's existing shares, excluding shares held by Tillman J. Feltitta and Jeffrey's Financial Group, and is customary, including the approval of a certain regulatory authorities. A transaction completion condition is attached. Jefferies LLC is the exclusive financial and capital market advisor of Landcadia II. HAYNES and BOONE LLP is a legal advisor to GNOG. White & amp; Case LLP is a legal advisor to Landcadia II. Houlihan Lokey, Inc. will be the financial advisor of the Landcadia II Committee.

Celebration and presentation information

Investors can listen and see the pr e-recorded presentations on the proposed transactions at https: // DealRoadshow. Com/e/gnog. You can access the (855) 699-8821 for the audio part of the presentation and enter the passcode "346466". In the call, the presenter considers an investor presentation. Prior to the call, this presentation was submitted to the SEC as the latest report of form 8-K, and SEC website www. SEC.

GNOG Golden Nugget Online Gaming is a major online game company that Tilman J. Feltitta indirectly. He is regarded as a market leader by his peers, and is the first person to bring live dealers and live casino floors into the US online game market.

About Landcadia Holdings II, Inc. about Landcadia Holdings II Co., Ltd. merges with one or more companies, a collaborative sponsor of Fertitta Entertainment, Inc. and Jefferies Financial Group Inc. Stock purchase, It is a blank delegation company established for the purpose of reorganization or similar corporate bonding.

Land Cadia II plans to submit a preliminary power of attorney and a definitive power of attorney to the SEC in connection with the proposed transactions and its proposed transactions. LANDCADIA II shareholders and other stakeholders are submitted in connection with the proposed transactions as soon as they are obtained because GNOG, Landcadia II, and proposed transactions are described. We recommend that you read the documents incorporated by the preliminary power of attorney and its amendment, final power of attorney and reference. The confirmed power of attorney and other proposed transactions will be mailed to the Land Cadia II shareholder by the reference date set for the proposed transactions as soon as it is available. Shareholders also have a copy of the preliminary power of attorney submitted to the SEC, a definitive power of attorney, and other documents incorporated there by reference, and as soon as it is obtained, SEC website www. SEC. GOV, or Landcadia Holdings II, Inc. (Address: 1510 WEST LOOP SOUTH, HOUSTON, TEXAS 77027, (713) 850-1010).

Landcadia II's solicitation participants and their directors and executive officers may be considered as a participant in the proprietor of the Landcadia II shareholder related to the proposed transactions. The list of the names of these directors and executive officers and the explanation of Land Cadia II are in the Fiscal Fiscal Fiscal Fiscal Fiscal year's 10-K annual report that Land Cadia II submitted to the SEC on December 31, 2019. It is described free of charge on the website of SEC www. sec. gov, and Land Cadia Holdings II, Inc, 1510 West Loop South, Houston, Texas 77027, General Counsel 010 Please request to). Additional information on such participants' interests will be described in the proposed transactions as soon as they are available.

GNOG and their directors and officers may also be considered a participant in recruitment of a power of attorney from Landcadia II shareholders in connection with the proposed transactions. The list of the names of such directors and executive officers and information on the interests proposed in transactions will be described in the proposed transactions as soon as they are available. Bread GNOG and their directors and executive officers may also be considered as participants in recruitment of a power of attorney from Land Cadia II shareholders in connection with the proposed transactions. Such a list of directors and executive officers and information on the proposed trading will be described in the proposed transactions as soon as they are available. Involving a power of attorney from Land Cadia II shareholders in connection with the proposed transactions. The list of interests and interests proposed by the directors and executive officers, and information on the proposed transactions will be described in the proposed significance for the proposed transactions as soon as they are available. < SPAN> GNOG and their directors and officers may also be considered as participants in recruiting a power of attorney from Landcadia II shareholders in connection with the proposed transactions. The list of the names of such directors and executive officers and information on the interests proposed in transactions will be described in the proposed transactions as soon as they are available. Bread GNOG and their directors and executive officers may also be considered as participants in recruitment of a power of attorney from Land Cadia II shareholders in connection with the proposed transactions. Such a list of directors and executive officers and information on the proposed trading will be described in the proposed transactions as soon as they are available. Involving a power of attorney from Land Cadia II shareholders in connection with the proposed transactions. The list of interests and interests proposed by the directors and executive officers, and information on the proposed transactions will be described in the proposed significance for the proposed transactions as soon as they are available. GNOG and their directors and officers may also be considered a participant in recruitment of a power of attorney from Landcadia II shareholders in connection with the proposed transactions. The list of the names of such directors and executive officers and information on the interests proposed in transactions will be described in the proposed transactions as soon as they are available. Bread GNOG and their directors and executive officers may also be considered as participants in recruitment of a power of attorney from Land Cadia II shareholders in connection with the proposed transactions. Such a list of directors and executive officers and information on the proposed trading will be described in the proposed transactions as soon as they are available. Involving a power of attorney from Land Cadia II shareholders in connection with the proposed transactions. The list of interests and interests proposed by the directors and executive officers, and information on the proposed transactions will be described in the proposed significance for the proposed transactions as soon as they are available.

This press release includes the "FORWARD-LOOKING STATATEMENTS" in the "Safe Harbor" terms of the 1995 Private Securities Litigation Reform. It is. The actual performance of Landcadia II and GNOG may be different from their expectations, estimates, predictions and expectations. Therefore, as a prediction of future events, it is not possible to trust these future forecasts. "Expect", "estimate", "plan", "plan", "forecast", "predict", "expect", "intend", "plan", "may be" Words such as "to be done", "possibly", "should", "believe", "", "believe", "", does not predict future events. "Prediction", "possibility", "Continuing" and similar expressions are to identify the descriptions of future events. Such descriptions on future forecasts include the future performance of proposed transactions, the expected financial effects, the completion of the proposed transactions, and the time of the proposed transactions. It includes GNOG prediction, but is not limited to these. These descriptions on the future outlook include serious risk and uncertainty that the actual results may be significantly different from the expected results. Most of these factors exceed the range that Land Cadia II and Gnog can be controlled, making it difficult to predict. The factors that cause such a difference are (1) the events, changes, and other situations that lead to the cancellation of this acquisition contract, (2) the announcement of transactions planned by this acquisition contract and this acquisition agreement. Later, the results of legal procedures that may be raised to Land Cadia II and Gnog, but not limited to these. (3) The Land Cadia II shareholders cannot complete the proposed transactions, including not being able to obtain the approval of a specific regulatory authorities or the other conditions of the sales contract concluded, (4) The occurrence of the event, the

changes or other circumstances that may lead to the termination of the acquisition agreement or that may cause the transaction to fail; (5) the impact of COVID-19 on GNOG's business and/or the parties' ability to complete the proposed transaction; (6) the inability to obtain or maintain a listing for Landcadia II's common stock on NASDAQ following the proposed transaction; (7) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the proposed transaction; (8) the ability to recognize the expected benefits of the proposed transaction, which may affect, among other things, competition, GNOG's ability to grow and manage its growth, and the retention of key employees; (9) costs associated with the proposed transaction; (10) changes in applicable laws or regulations; (11) the possibility that Gnog or Landcadia II may be adversely affected by other economic, business and/or competitive factors; and (12) other risks and uncertainties discussed from time to time in the proxy statement regarding the proposed transaction (including the "Risk Factors" therein and Landcadia II's other filings with the SEC). Landcadia II cautions that the above list of factors is not exclusive. Landca

This press release does not constitute a solicitation of proxies, consents or authorizations with respect to any securities or the proposed transaction. In addition, this press release does not constitute an offer or a solicitation of an offer to buy securities, nor shall it constitute a sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or offer under the securities laws of any such jurisdiction. In addition, no offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.