| [May 16, 2018] |
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Landcadia Holdings, Inc. and Waitr, Incorporated Announce Merger Agreement
Landcadia Holdings, Inc. (NASDAQ:LCA)
("Landcadia"), a publicly traded special purpose acquisition company,
and Waitr Incorporated ("Waitr"), the fast growing restaurant platform
for online ordering and on-demand food delivery, announced today that
they have entered into a definitive merger agreement whereby Waitr will
become a wholly-owned subsidiary of Landcadia. Immediately following the
proposed transaction, Landcadia intends to change its name to Waitr
Holdings Inc. and is expected to continue to trade on the Nasdaq stock
exchange.
Headquartered in Lake Charles, Louisiana, Waitr is a leading restaurant
platform for online food ordering and delivery in the Southeastern
United States. The company partners with local independent restaurants
and regional and national chains in underserved markets, extending the
massive and growing online ordering and food delivery market to
America's heartland.
Under the terms of the definitive agreement, Landcadia would acquire
Waitr for $308 million in total consideration. Landcadia will pay a
minimum of $50 million in cash to the equity holders of Waitr at the
closing of the proposed transaction (including holders of vested options
for Waitr shares) with the remainder paid in the combined company's
common stock. The net cash proceeds from this transaction in excess of
those distributed to Waitr's equity holders are expected to be used to
fund Waitr's continued growth in current and new markets and allow Waitr
to pursue opportunistic acquisitions to grow its U.S. footprint.
Upon the closing of the proposed transaction, Tilman J. Fertitta, will
serve as a director of the combined company, and in such capacity will
be in a position to oversee the combined company's growth and brand
building. Chris Meaux, founder and Chief Executive Officer of Waitr, and
the rest of the Waitr executive team will continue in their respective
roles in the combined company. Mr. Meaux will also be appointed Chairman
of the combined company's board of directors.
Mr. Fertitta is one of the foremost authorities in the dining,
hospitality, entertainment and gaming industries. He is the sole owner
and currently serves as Chief Executive Officer, Chairman of the Board
and President of Golden Nugget, Inc., Landry's, Inc., and Fertitta
Entertainment, Inc., and is the owner of the NBA Houston Rockets.
Mr. Fertitta commented: "This transaction with Waitr provides an
incredible opportunity for the combined company to be the next leader in
the fast growing online food delivery market. Our experience with Waitr
as a partner combines best in class on-demand food delivery for diners
and a true partnership for restaurants. Our brands and customers are
critical to our success, and Waitr's high quality of service reflects
well on our brands. We have seen firsthand the impact Waitr has had on
our restaurants, the incremental sales growth it drives, and the
positive feedback we receive from our customers. Not only am I excited
about the Landcadia-Waitr transaction, I am also pleased to have Chris
and the entire Waitr team as a Landry's delivery partner and look
forward to growing successfully together."
In addition to Messrs. Fertitta and Meaux, Steven L. Scheinthal, Vice
President, General Counsel and Secretary of Landcadia, will also join
the combined company's board of directors. Waitr will appoint four
additional directors, at least three of whom will be independent.
Mr. Meaux commented: "We are excited to partner with Landcadia and
Tilman to accelerate our current growth and expand our footprint to new
markets. Tilman's domain expertise and his team's deep experience
and knowledge in the restaurant industry is the perfect complement to
our focus on restaurant partners and our commitment to a unique customer
experience in the online ordering and food delivery
sector. Additionally, access to Landry's portfolio of over 600
restaurants as a delivery partner, promotion of Waitr to over four
million loyalty members across Landry's restaurants and Golden Nugget
Casinos, the opportunity for partnership with the Houston Rockets and
its more than nine million Facebook (News - Alert) followers and also the ability to
drive elevated traditional and social media exposure both nationally and
in strategic markets creates an exciting opportunity to accelerate
customer acquisition."
The boards of directors of both Landcadia and Waitr have unanimously
approved the proposed transaction. Completion of the proposed
transaction is subject to Landcadia stockholder approval and other
customary closing conditions. The parties expect that the proposed
transaction will be completed later this year.
For additional information on the proposed transaction, see Landcadia's
Current Report on Form 8-K, which will be filed promptly and can be
obtained, without charge, at the website of the U.S. Securities and
Exchange Commission ("SEC (News - Alert)") at www.sec.gov.
Jefferies LLC is serving as financial and capital markets advisors to
Landcadia, Deutsche Bank Securities Inc. is serving as capital markets
advisor to Landcadia and Winston & Strawn LLP is acting as legal counsel
to Landcadia. Wells Fargo (News - Alert) Securities, LLC is serving as financial
advisor to Waitr and Cara Stone, LLP is acting as legal advisor to Waitr.
Investor Conference Call Information
Landcadia and Waitr
will host a joint investor conference call to discuss the proposed
transaction on Thursday, May 17, 2018 at 9:00 am ET.
Interested parties may listen to the call via telephone by dialing (877)
407-0789, or for international callers, (201) 689-8562. A telephone
replay will be available shortly after the call and can be accessed by
dialing (844) 512-2921, or for international callers, (421) 317-6671
(confirmation code: 13680243).
The conference call webcast and a related investor presentation with
more detailed information regarding the proposed transaction will be
available at www.landcadiaholdings.com.
The investor presentation will also be furnished today to the SEC, which
can be viewed at the SEC's website at www.sec.gov.
About Waitr
Founded in 2013 and based in Lake Charles,
Louisiana, Waitr is a leader in on-demand food ordering and delivery.
Its platform connects local restaurants to hungry diners in underserved
markets in America's heartland. Waitr is the most convenient way to
discover, order and receive great food from the best local restaurants
and national chains. Today, Waitr has over 5,000 restaurant partners in
over 200 cities in the Southeast U.S.
About Landcadia Holdings, Inc.
Landcadia Holdings, 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.
Important Information About the Proposed Transaction and the
Extension and Where to Find It
In connection with the proposed
transaction, Landcadia intends to file a preliminary proxy statement and
a definitive proxy statement with the SEC. In addition, Landcadia has
filed a preliminary proxy statement and intends to file a definitive
proxy statement to be used at its special meeting of stockholders to
approve an extension of time in which Landcadia must complete a business
combination or liquidate the trust account that holds the proceeds of
Landcadia's initial public offering (the "Extension"). Landcadia will
mail the definitive proxy statement relating to the Extension to its
stockholders of record as of May 10, 2018. Landcadia's stockholders
and other interested persons are advised to read, when available, the
preliminary proxy statements and the amendments thereto and the
definitive proxy statements and documents incorporated by reference
therein filed in connection the Extension and the proposed transaction,
as these materials will contain important information about the
Extension, Waitr, Landcadia and the proposed transaction. When
available, the definitive proxy statement and other relevant materials
for the proposed transaction will be mailed to stockholders of Landcadia
as of a record date to be established for voting on the proposed
transaction. Stockholders will also be able to obtain copies of the
preliminary proxy statements, the definitive proxy statements and other
documents filed with the SEC that will be incorporated by reference
therein, without charge, once available, at the SEC's web site at www.sec.gov,
or by directing a request to: Landcadia Holdings, Inc., 1510 West Loop
South, Houston, Texas 77027, Attention: General Counsel, (713) 850-1010.
Participants in the Solicitation
Landcadia and its directors
and executive officers may be deemed participants in the solicitation of
proxies from Landcadia's stockholders with respect to the proposed
transaction and the Extension. A list of the names of those directors
and executive officers and a description of their interests in Landcadia
is contained in Landcadia's annual report on Form 10-K for the fiscal
year ended December 31, 2017, which was filed with the SEC and is
available free of charge at the SEC's web site at www.sec.gov,
or by directing a request Landcadia Holdings, Inc., 1510 West Loop
South, Houston, Texas 77027, Attention: General Counsel, (713) 850-1010.
Additional information regarding the interests of such participants will
be contained in the proxy statement for the proposed transaction and the
Extension when available.
Waitr and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of
Landcadia in connection with the proposed transaction. A list of the
names of such directors and executive officers and information regarding
their interests in the proposed transaction will be included in the
proxy statement for the proposed transaction when available.
Forward-Looking Statements
This press release includes
"forward-looking statements" within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
Landcadia's and Waitr's actual results may differ from their
expectations, estimates and projections and consequently, you should not
rely on these forward looking statements as predictions of future
events. Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "continue," and similar
expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation,
Landcadia's and Waitr's expectations with respect to future performance
and anticipated financial impacts of the proposed transaction, the
satisfaction of the closing conditions to the proposed transaction and
the timing of the completion of the proposed transaction. These
forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the
expected results. Most of these factors are outside Landcadia's and
Waitr's control and are difficult to predict. Factors that may cause
such differences include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to the
termination of the Merger Agreement, (2) the outcome of any legal
proceedings that may be instituted against Landcadia and Waitr following
the announcement of the Merger Agreement and the transactions
contemplated therein; (3) the inability to complete the proposed
transaction, including due to failure to obtain approval of the
stockholders of Landcadia or other conditions to closing in the Merger
Agreement; (4) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement or could
otherwise cause the transaction to fail to close; (5) the receipt of an
unsolicited offer from another party for an alternative business
transaction that could interfere with the proposed transaction; (6) the
inability to obtain or maintain the listing of the post-acquisition
company's ordinary shares 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 anticipated
benefits of the proposed transaction, which may be affected by, among
other things, competition, the ability of the combined company to grow
and manage growth profitably and retain its key employees; (9) costs
related to the proposed transaction; (10) changes in applicable laws or
regulations; (11) the possibility that Waitr or the combined company may
be adversely affected by other economic, business, and/or competitive
factors; and (12) other risks and uncertainties indicated from time to
time in the proxy statement relating to the proposed transaction,
including those under "Risk Factors" therein, and in Landcadia's other
filings with the SEC. Landcadia cautions that the foregoing list of
factors is not exclusive. Landcadia cautions readers not to place undue
reliance upon any forward-looking statements, which speak only as of the
date made. Landcadia does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its expectations or
any change in events, conditions or circumstances on which any such
statement is based.
No Offer or Solicitation
This press release shall not
constitute a solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed transaction.
This press release shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus
meeting the requirements of section 10 of the Securities Act of 1933, as
amended.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180516006536/en/
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