Landcadia Investor Votes Needed to Expedite Golden Nugget Online Merger

Posted on: December 18, 2020, 12:23h. 

Last updated on: December 18, 2020, 02:44h.

Todd Shriber @etfgodfather Read More
Expertise: Financial, Gaming Business, Mergers and Acquisitions.

Landcadia Holdings II, Inc. (NASDAQ:LCA) may need a “get out the vote” operation. The special purpose acquisition company (SPAC) controlled by Tilman Fertitta and investment bank Jefferies conducted a shareholders meeting today to finalize its merger with Golden Nugget Online Gaming (GNOG). But not enough investors participated.

Landcadia Meeting
Landcadia Holdings owner Tilman Fertitta, seen here at a Houston Rockets press conference. More investors need to vote on the GNOG merger. (Image: ESPN)

The blank-check company conducted a virtual shareholders meeting today in what was anticipated to be the last step on the road to GNOG becoming a public company. But owing to Landcadia’s large retail investor base, not enough votes were collected to affirm the merger, sending the stock lower by more than seven percent in late trading.

In the run-up to today’s meeting, the SPAC was on a blistering pace, surging almost 63 percent over the past month, as stockholders displayed enthusiasm for the debut of GNOG, one of the dominant names in the fast-growing iGaming space.

Landcadia told Casino.org the meeting was conducted, then adjourned, because just 40 percent of investors voted, short of the 50 percent required to move the transaction forward.

The source said that while the vast majority of shareholders are voting in favor of the GNOG merger, the issue slowing the process down is an investor base that’s 70 percent retail, a group known to discard company mailings and not participate in corporate ballot initiatives.

What’s Next for Landcadia

By rule, an investor meeting must be held within 60 days of the declared record date. This is a requirement Landcadia fulfilled because its record date was Oct. 29. That date references the time at which shareholders as of that day are eligible to participate in corporate votes.

Today’s meeting adjournment does not qualify as a cancellation. Nor does it count against meeting time. Rather, it buys Landcadia more time to get the word out and tell investors how crucial it is that they vote their shares to bring GNOG to market. Fertitta’s blank-check company is holding another investor conference on Dec. 29, according to Landcadia.

On Thursday, Landcadia issued a press release, encouraging investors to get involved, pointing out that all votes are important regardless of how many shares an investor owns. The blank-check firm also told stockholders how they can vote if their shares are held by a brokerage firm.

“The company requests that each stockholder that holds its shares in ‘street name,’ meaning that their shares are held by a broker, bank, or other nominee, should if it has not already done so, contact their broker, bank or nominee to ensure that their shares are voted,” according to the statement.

More word of mouth appears needed to drive the Landcadia/GNOG merger across the finish line.

Behooves Investors to Vote

With online casinos and sports betting poised to take off in 2021, a case can be made that it’s in the interest of Landcadia investors to approve the Golden Nugget Online transaction so the target becomes a publicly traded entity.

Various data points confirm as much. New Jersey, GNOG’s marquee market, just reported the best month ever for any state in terms of sports betting handle, while the operator’s iGaming revenue surged despite increasing competition.

The company is also entering Michigan, another lucrative market, and as data from that state trickles in, it could be to investors’ advantage to have the Landcadia/GNOG marriage consummated.