Gambling in the USA
Golden Nugget Online Gaming To Become Public
Landcadia Holdings II, Inc. to Acquire Golden Nugget Online Gaming
Tilman J. Fertitta and Landcadia Holdings II, Inc. announced today that Landcadia II has entered into a Purchase Agreement to acquire Golden Nugget Online Gaming, Inc. (“GNOG”), a US online real money casino owned by Tilman Fertitta, recognized by both its peers and customers alike as the industry leading online casino that brought Live Dealer to the US market place. Landcadia II is a publicly traded special purpose acquisition company co-sponsored by Fertitta Entertainment, Inc. and Jefferies Financial Group Inc.
GNOG will become only the second pure publicly traded online casino company in the US. The transaction is expected to close in the third quarter of this year. Upon closing, Landcadia II intends to change its name to Golden Nugget Online Gaming, Inc. and its Nasdaq trading symbol to GNOG.
“GNOG is one of the best positioned companies to capitalize on this massive online gaming opportunity in the US,” said Rich Handler, Co-Chairman of Landcadia II and CEO of Jefferies LLC. “We at Jefferies couldn’t be more thrilled to partner with Tilman and bring this great opportunity to the public markets.”
Golden Nugget is a household name throughout the United States and its iGaming business is a well-established leader in New Jersey, the largest online gaming market in North America. GNOG has obtained market access, subject to regulatory approval, to Pennsylvania and Michigan and anticipates launching its online casino brand in each of those new markets in early 2021.
GNOG is known among its industry peers as the preeminent operator in the US online gaming market, having won the EGR North America Top Operator Award for three consecutive years. GNOG is known for its innovation, including initiating Live Dealer, Live Casino Floor gambling and a number of exclusive slot machine games to mobile devices, tablets and computers throughout New Jersey, as well as its top-notch 24/7 customer support.
Tilman J. Fertitta will remain GNOG’s Chairman and CEO, and Thomas Winter, who was brought in to develop Golden Nugget’s online gaming business, will continue to serve as GNOG’s President. During the seven years since Thomas Winter started Golden Nugget’s iGaming business in New Jersey, revenues and profitability have grown each year despite facing competition with greater financial resources. According to Mr. Fertitta, “Golden Nugget is one of the most time-honored brands in the gaming business today. When customers hear the name Golden Nugget, they know they are dealing with a trusted online gaming business. Thomas and his team have done a remarkable job, are the best in the industry, and with this transaction, will have access to growth capital to allow for the rapid expansion of the business.”
GNOG Highlights
- Started operation in New Jersey Q4 2013
- Became profitable in 2016
- First online gaming company to launch Live Dealer in the US
- Won Industry award as top operator 3 years in a row
- First to launch Live Casino Floor in US
- Net Income of over $11 million in 2019
Key Transaction Terms
The transaction values the combined company at an anticipated pro forma enterprise value of approximately $745 million, or 6.1x GNOG’s estimated 2021 revenue of $122 million. The consideration payable to the parent entity of GNOG will consist of a combination of cash and rollover equity in Landcadia II. Upon completion of the transaction, Tilman J. Fertitta, Chairman and CEO, will, through the parent entity of GNOG, hold a controlling economic interest (through an Up-C structure described below) and a controlling voting interest in the combined company. The combined company will have a dual-class share structure with super voting rights for Mr. Fertitta.
Landcadia II will be assuming $150 million of GNOG debt of and will pay down at closing an additional $150 million of its debt, plus pay prepayment fees, transaction fees and expenses. Subject to redemptions, there is approximately $321 million currently held in Landcadia II’s trust account. Upon payment of the purchase price, debt repayment and transaction fees and expenses, the combined company will have at least $80 million on its consolidated balance sheet at closing and an anticipated pro forma equity market capitalization of nearly $700 million.
The transaction will be structured as an Up-C where an entity indirectly owned by Mr. Fertitta will retain common units of a partnership managed by the combined company and an equal number of non-economic voting shares in the combined company. The combined company will also enter into a customary tax receivable arrangement with such entity indirectly owned by Mr. Fertitta, which will provide for the sharing of tax benefits relating to certain pre-combination tax attributes, as well as tax attributes generated by the transaction and any subsequent sales or exchanges by the entity indirectly owned by Mr. Fertitta of their equity interests, as those attributes are realized by the combined company.
The transaction has been unanimously approved by the Board of Directors of Landcadia II, upon the unanimous recommendation of a committee comprised solely of Landcadia II’s disinterested independent directors (the “Committee”). The transaction will require the approval of a majority of the outstanding shares of Landcadia II, excluding shares beneficially owned by Tilman J. Fertitta and Jefferies Financial Group, and is subject to customary closing conditions, including certain regulatory approvals. Jefferies LLC is acting as exclusive financial and capital markets advisor to Landcadia II. Haynes and Boone LLP is acting as legal advisor to GNOG. White & Case LLP is acting as legal advisor to Landcadia II. Houlihan Lokey, Inc. is serving as financial advisor to the Committee of Landcadia II.
Conference Call and Presentation Information
Investors may listen to and view a pre-recorded presentation regarding the proposed transaction at https://dealroadshow.com/e/GNOG. The audio portion of the presentation may be accessed by dialing (855) 699-8821 and entering in the access code “346466”. On the call, the presenters will be reviewing an investor presentation, which will be filed with the SEC as an exhibit to a Current Report on Form 8-K prior to the call, and available on the SEC website at www.sec.gov.
About GNOG
Golden Nugget Online Gaming, Inc. is a leading online casino gaming company that is indirectly wholly owned by Tilman J. Fertitta. It is considered the market leader by its peers and was first to bring Live Dealer and Live Casino Floor to the United States online gaming market.
About Landcadia Holdings II, Inc.
Landcadia Holdings II, Inc. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that is co-sponsored by Fertitta Entertainment, Inc. and Jefferies Financial Group Inc.
SOURCE Landcadia Holdings II, Inc.
eSports
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Gambling in the USA
Clark County residents can bring a friend for free to next week’s Super Bingo $160,000 tournament at the Plaza Hotel & Casino, May 6-8
Home to downtown Las Vegas’ only bingo room, the Plaza Hotel & Casino is offering Clark County, Nevada residents who register to play in next week’s Super Bingo tournament the opportunity to bring a friend for free.
Happening Monday, May 6 through Wednesday, May 8 in the Plaza’s expansive ballroom, Super Bingo is expected to draw nearly 1,000 people from the local Las Vegas valley and across the country and Canada for the opportunity to win big playing fun-filled games of bingo over two days, with a $50,000 super coverall both days while socializing with like-minded bingo players.
Bingo-only registration is $160 per person, and Clark County residents who register can bring a friend for free. Registration is available online at https://www.plazahotelcasino.com/bingo/super-bingo-registration/. Hotel-and-bingo packages start at $300 for a four-night stay with no resort fee.
All Super Bingo players receive one 6-on paper pack for both days, two daubers, free drinks via an open bar at all sessions, boxed lunch both days, and $10 in free slot play after the first day’s session.
The Plaza’s Bingo room offers six daily bingo sessions at 11 a.m., 1 p.m., 3 p.m., 5 p.m., 7 p.m. and 9 p.m. and is located on the 3rd floor. By parking on the third floor of the Plaza’s self-parking garage, guests have convenient and direct access to the Plaza’s bingo room and parking is validated for bingo players.
Gambling in the USA
Kambi Group plc extends Mohegan partnership with on-property sports betting agreement in Pennsylvania
Kambi Group plc (“Kambi”), the world’s trusted sports betting partner, has agreed a long-term on-property sportsbook partnership with Mohegan to provide its award-winning sportsbook at two retail locations in the state of Pennsylvania.
The partnership will see Mohegan utilise Kambi’s cutting-edge retail sportsbook offering across more than 20 kiosks in sportsbook locations at Mohegan Pennsylvania and Mohegan Pennsylvania at Lehigh Valley Race and Sportsbook.
The deal further strengthens Kambi’s relationship with Mohegan, which already utilises Kambi’s suite of sports betting products at ilani in Washington, as well as online and on-property in the Canadian province of Ontario at Fallsview Casino Resort and Casino Niagara.
Kristian Nylén, Kambi CEO and Co-founder, said: “With several successful partnerships with Mohegan already in place, we are pleased to agree this new partnership as we continue to build on our strong relationship.
“This latest deal further reinforces Kambi’s position as the sportsbook provider of choice for tribes across North America, and we look forward to our ongoing collaboration with Mohegan.”
Tony Carlucci, President & GM of Mohegan Pennsylvania, said: “Mohegan Pennsylvania is excited to continue utilising the same Kambi technology platform that existed under our Kindred partnership, which will help to create a seamless process as the Sportsbook at Mohegan Pennsylvania fully rebrands later this Spring.”
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