Item 7.01.
|
Regulation FD Disclosure.
|
On May 16, 2018, Landcadia Holdings, Inc.,
a Delaware corporation (the “Company”), issued a press release announcing the execution of an Agreement and Plan of
Merger (the “Merger Agreement”), by and among the Company, Landcadia Merger Sub, Inc. (“Merger Sub”) and
Waitr Incorporated, a Louisiana corporation (“Waitr”), pursuant to which, subject to the satisfaction or waiver of
certain conditions set forth therein, Waitr will merge with and into Merger Sub, with Merger Sub surviving the merger in accordance
with the Delaware General Corporation Law as a wholly owned subsidiary of the Company (the transactions contemplated by the Merger
Agreement, the “Business Combination”). A copy of the press release is furnished as Exhibit 99.1 hereto.
Investors may listen to a presentation regarding
the Business Combination on May 17, 2018 at 9:00 a.m. ET. Furnished as Exhibit 99.2 hereto is a copy of the presentation that will
be discussed on that call.
The information in this Item 7.01 and Exhibits
99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Important Information About the Business Combination and
the Extension and Where to Find It
In connection with the proposed Business
Combination, the Company intends to file a preliminary proxy statement and a definitive proxy statement with the SEC. In addition,
the Company 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 the Company must complete a business combination or liquidate
the trust account that holds the proceeds of the Company’s initial public offering (the “Extension”). The Company
will mail the definitive proxy statement relating to the Extension to its stockholders of record as of May 10, 2018.
The Company’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 Business Combination, as these materials will contain important information about the Extension, Waitr, the Company and the
Business Combination.
When available, the definitive proxy statement and other relevant materials for the Business Combination
will be mailed to stockholders of the Company as of a record date to be established for voting on the Business Combination. 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
The Company and its directors
and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders
with respect to the Business Combination and the Extension. A list of the names of those directors and executive officers and
a description of their interests in the Company is contained in the Company’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 to 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 Business Combination 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 the Company in connection with the
Business Combination. A list of the names of such directors and executive officers and information regarding their interests in
the Business Combination will be included in the proxy statement for the Business Combination when available.
Forward-Looking Statements
This Current Report on Form 8-K includes
“forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. The Company’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, the Company’s and Waitr’s
expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction
of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. 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 the Company’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 the Company and Waitr following the announcement of the Merger Agreement and the transactions contemplated therein; (3)
the inability to complete the Business Combination, including due to failure to obtain approval of the stockholders of the Company
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 Business
Combination; (6) the inability to obtain or maintain the listing of the post-acquisition company’s ordinary shares on Nasdaq
following the business combination; (7) the risk that the Business Combination disrupts current plans and operations as a result
of the announcement and consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the
Business Combination, 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 Business Combination; (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 Business Combination, including those under “Risk Factors” therein, and in the Company’s other filings
with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place
undue reliance upon any forward-looking statements, which speak only as of the date made. The Company 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 Current Report on Form 8-K shall not
constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination.
This Current Report on Form 8-K 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.