Item 1.01
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Entry into a Material Definitive Agreement.
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Amendment to Investment Management Trust Agreement
As previously announced,
on May 30, 2018, Landcadia Holdings, Inc. (the “Company”) held a special meeting in lieu of annual meeting of stockholders
(the “special meeting”). At the special meeting, the stockholders of the Company approved an amendment (the “Trust
Amendment”) to the Investment Management Trust Agreement, made effective as of May 25, 2016, by and between the Company and
Continental Stock Transfer & Trust Company (“Continental”), to extend the date on which Continental must liquidate
the trust account established in connection with the Company’s initial public offering if the Company has not completed a
business combination from June 1, 2018 to December 14, 2018. The Company and Continental entered into the Trust Amendment on May
31, 2018. A copy of the Trust Amendment is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Amendment to Underwriting Agreement
In connection with
the Extension (as defined below), on May 31, 2018, the Company entered into an amendment (the “UA Amendment”) to the
Underwriting Agreement, dated as of May 25, 2016, by and among the Company and Jefferies LLC and Deutsche Bank Securities Inc.,
as representatives of the underwriters (the “Underwriting Agreement”), pursuant to which all references in the Underwriting
Agreement to the date by which the Company must complete a business combination have been replaced with references to December
14, 2018. A copy of the UA Amendment is attached hereto as Exhibit 10.2 hereto and incorporated herein by reference.
Amendments to Letter Agreements
Also in connection
with the Extension, on May 31, 2018, the Company, Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation) and Fertitta
Entertainment, Inc. (together, the “Sponsors”) and each of Tilman J. Fertitta, Richard Handler, Richard H. Liem, Steven
L. Scheinthal and Nicholas Daraviras (collectively, the “Founders”), entered into an amendment (the “Insider
Letter Amendment”) to the letter agreement, dated as of May 25, 2016, among the Company, the Sponsors and the Founders (the
“Insider Letter”) that provides that any references in the Insider Letter to the date by which the Company must complete
a business combination are replaced with references to December 14, 2018. The Insider Letter Amendment is attached as Exhibit 10.3
hereto and incorporated herein by reference.
On May 31, 2018, the
Company and Mark Kelly also entered into an amendment (the “Kelly Letter Amendment”) to the letter agreement, dated
as of May 25, 2016, between the Company and Mr. Kelly (the “Kelly Letter”), that provides that any references in the
Kelly Letter to the date by which the Company must complete a business combination are replaced with references to December 14,
2018. The Kelly Letter Amendment is attached as Exhibit 10.4 hereto and incorporated herein by reference.