Golden Nugget Casino in Atlantic City Acquired by SPAC

Golden Nugget image credit: US News

A special purpose acquisition company (SPAC), Landcadia Holdings II, is moving to take the online gaming operations of Atlantic City’s Golden Nugget casino public. Landcadia has proposed amendments to the merger that insiders say are assured to happen.

Landcadia postponed until next week a special meeting of shareholders. Previously, an insufficient number of shares sought to approve the merger at a meeting on December 18th. New rules would permit approval of the Golden Nugget merger with more than 50% of the votes cast at the meeting. Previously, a vote required half of all outstanding shares. Just over 40% of all shares voted last time, and 99.8% of those votd in favor of the merger. Thus, the change would guarantee approval of the merger. The company said that “[t]he purpose of the amendment is to provide increased certainty that the Business Combination will receive stockholder approval at the special meeting of stockholders to be reconvened on December 29, 2020.”

Landcadia anticipates that the amendment will create more certainty for approval of the business combination it plans to present to its stockholders. The shares of common stock held by Tilman J. Fertitta and his affiliates and Jefferies Financial Group Inc. and its affiliates have voted in favor.

Golden Nugget Online
Golden Nugget Online
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Landcadia is attempting to bring Golden Nugget Online Gaming public through the merger with the SPAC, a tactic that’s gained popularity this year and brought public numerous other companies. Upon approval of the merger, the online gambling operation will become only the second pure play online casino after DraftKings.

A number of publicly traded companies operate physical casinos, such as DraftKings. But Landcadia is the only publicly traded U.S.-based online gambling company.

Tilman Fertitta is the chairman and CEO of Landcadia, but he’s also CEO of Golden Nugget Online Gaming. Plus, he owns the land-based Golden Nugget casino, as well as numerous restaurants through his Fertitta Entertainment.

It’s reported that Fertitta and Jefferies created another SPAC, Landcadia Holdings III to take his restaurants and casino public.

Landcadia said in its SEC filing that it thinks the reason why stockholders case insufficient vote for the online merger. Its belief is that the merger failed because retail investors hold a majority of its shares.

Landcadia was created by billionaire Tilman J. Fertitta, owner of the NBA’s Houston Rockets, to purchase Golden Nugget Online Gaming in June of 2020. Golden Nugget is an online gambling company that offers casino gambling, and sports wagering. Landcadia Holdings II (NASDAQ: LCA) started trading on Nasdaq in July 2020.

As a shell company, Landcadia’s only real function is to take Golden Nugget Online Gaming public.

Based in Houston, Texas, Landcadia was initially valued at $745 million in July, despite only being operational in the state of New Jersey. The company has plans to expand the Golden Nugget online gambling operations to Pennsylvania and Michigan in 2021 and eventually could expand beyond those states.

Experts say that this may sound like a rich valuation for a new company with a limited geographic reach; however, when compared with DraftKings, which has a current market capitalization of $11.5 billion, it’s not that substantial.

If Fertitta is successful in expanding the reach and user base of Golden Nugget, the company’s initial valuation may wind up being a bargain.

Ryan Carpenter serves as Attorney and Managing Director of Carpenter Wellington. Ryan advises clients across a broad set of corporate and commercial matters.

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