Landcadia Holdings II, Inc.

The failure was turnout, not opposition — a distinction that matters because an adjournment for want of votes is a procedural risk to a deal that holders overwhelmingly support, and it is one of the standard ways a SPAC transaction slips. The reminder that record-date holders may vote 'whether you still own the stock or not' is the structural quirk being exploited: the vote is fixed to a past date while the register has since turned over. Two days later the company amends the purchase agreement to lower the approval standard, which is the real remedy applied to this problem.

This is the substantive event of the whole December sequence: the approval standard was lowered from a majority-of-the-minority test — outstanding Class A held by DISINTERESTED stockholders, a protection against a sponsor-affiliated transaction — to a simple majority of shares actually voted. It removes both the disinterested-holder requirement and the outstanding-shares denominator that the 18 Dec 2020 adjournment showed the company could not meet. GNOG was a Fertitta-affiliated target, which is precisely the situation the original standard existed to police.

Supplemental disclosure issued between an adjournment and a reconvened vote is the moment a proxy record changes under a reader's feet, and the marked-up form is deliberate: the changes are meant to be traceable clause by clause. Anything cited from the 2 Dec 2020 definitive proxy has to be checked against this document before it is relied on. It also fixes the reconvened meeting as the operative vote date, which is the date the transaction's approval and the closing of the redemption window must be measured from.

A get-out-the-vote release one day before a deal meeting is a signal in itself — it usually means the company is short of the votes or the quorum it needs, and here that reading is confirmed the next day when the meeting is adjourned for exactly that reason. For a holder the operative deadline had already passed: the redemption election for a business-combination vote closes two business days before the meeting, so this release could not change anyone's cash decision, only their vote.

This is a related-party purchase: Tilman J. Fertitta, one of the sponsors and the company's Co-Chairman and Chief Executive Officer, indirectly owns all of the equity interests in the seller LF LLC and in GNOG itself. LF LLC receives 31,350,625 HoldCo Class B Units, a matching number of non-economic Class B shares carrying 10 votes each, $30.0 million of cash, and repayment of $150.0 million of GNOG's Credit Agreement principal plus a prepayment premium of approximately $24.0 million, funded from the trust after redemptions.

This is a related-party purchase: Tilman J. Fertitta is a sponsor and the Company's Co-Chairman and Chief Executive Officer and indirectly owns all the equity in the selling entities. He receives 31,350,625 HoldCo Class B Units plus matching non-economic Class B common stock carrying 10 votes per share, $30.0 million of Closing Cash Consideration, and repayment of $150.0 million — one half of GNOG's principal under the April 28, 2020 Credit Agreement — with a prepayment premium of approximately $24.0 million. All of that cash comes from the trust account after redemptions.