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October 23,
2018
Tilman J. Fertitta
Chief Executive Officer
Landcadia Holdings, Inc.
1510 WestLoop South
Houston, Texas 77027
Re: Landcadia Holdings, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed October 9, 2018
File No. 001-37788
Dear Mr. Fertitta:
We have reviewed your revised filing and have the following
comments. In some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If you
do not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have
additional comments.
Unless we note otherwise, our references to prior comments are to comments
in our September
28, 2018 letter.
Unaudited Pro Forma Condensed Combined Financial Information, page 82
1. We note your response to comment 6 and have the following comments:
As previously requested, please tell us in more detail what
types of decisions, if any,
the former Landcadia stockholders will control through their
majority of voting
shares under the minimum redemption scenario. Your response
indicates that day-to-
day management of the post-combination company will be
primarily vested in the
officers of the company, but it does not summarize the types
of decisions that will be
subject to shareholder vote, the voting threshold needed for
approval of such
decisions, and the resulting analysis of what types of
decisions, if any, could be
controlled by the former Landcadia stockholders.
Tilman J. Fertitta
Landcadia Holdings, Inc.
October 23, 2018
Page 2
As previously requested, please tell us how board members will be
nominated and
elected in subsequent years after the initial slate of directors is
elected, and tell us the
role of the former Landcadia stockholders in that process. In doing
so, please provide
your evaluation of whether the former Landcadia stockholders can
control the board
under the minimum redemption scenario through the subsequent
staggered election of
the Class I, Class II, or Class III board members.
As previously requested, please tell us the business reason why the
transaction is not
structured to more clearly give control of the post-combination
company to the
former Waitr stockholders by giving them the majority of voting
rights in the
combined entity under all redemption scenarios. To assist us in
understanding your
response, please provide us with your insights as to why the merger
was negotiated to
have such disparity between the voting rights received by the former
Landcadia
stockholders and their representation on the board of directors,
particularly under the
minimum redemption scenario.
Please revise the disclosures throughout your filing where
appropriate, such as your
Questions and Answers beginning on page 11 and Risk Factors
beginning on page 42,
to clearly disclose, if true, that even if Landcadia's stockholders
receive a majority of
the voting rights in the post-combination company, they will not
control the post-
combination company.
2. Please revise the narrative disclosures in your pro forma financial
statements, the
discussion of sources and uses for funding the business combination on
page 94, and
throughout your filing where appropriate, to briefly disclose how you
expect to use the
proceeds from the Landcadia Debt Facility and Notes if some or all of
those proceeds are
not needed to redeem Landcadia public shares.
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 89
3. We note your disclosure in Note 3 in pro forma adjustment (K) regarding
the debt
financing. Please revise this footnote to briefly explain, if true, that
the $1.25 million of
debt proceeds classified as restricted cash relates to your commitment
to repay the FEI
Sponsor.
Description of Discussions with Jefferies
Discussion of Selected Companies, page 128
4. Please disclose the public companies Jefferies used for their selected
company analysis
and the transactions they utilized in their selected transaction
analysis.
Tilman J. Fertitta
Landcadia Holdings, Inc.
October 23, 2018
Page 3
Miscellaneous, page 129
5. Please revise page 33 of your proxy to quantify the financial advisory
fee that Jefferies is
entitled to upon the closing of the business combination. Please also
disclose in this
section whether this fee is contingent upon the closing of the business
combination.
Information about Waitr
Key Business Metrics, page 185
6. Please clarify whether Gross Food Sales includes gratuities other than
prepaid gratuities,
such as cash tips.
Financial Statements of Waitr Incorporated for the Year Ended December 31, 2017
Notes to the Consolidated Financial Statements
9. Convertible Notes, Net, page F-69
7. Your response to comment 31 indicates that Waitr applied the guidance in
ASC 470-50-
40-10 related to modifications of convertible debt when the conversion
feature is not
bifurcated either before or after the transaction. However, we note the
disclosure in the
first paragraph on page F-72 that Waitr determined that the feature
providing for
conversion into stock issued in the next financing at a stated discount
and the ability for
holders to redeem their notes at a substantial premium represented an
embedded
derivative which required separate accounting in accordance with ASC 815
and recorded
a bifurcated embedded derivative at fair value on the date of issuance
with an offset to the
discount on the convertible note payable. Please tell us how you
considered the effect of
this derivative on your accounting for the debt extinguishment and
reconcile the apparent
inconsistency between your disclosures and your response. Please revise
your disclosure
or your response as appropriate.
8. Please tell us and disclose how you determined the $18.3 million fair
value of the
amended promissory notes. Please show us your calculations in your
response. Please
also revise to disclose the material terms of the amended Series 2017
Notes including the
par value of such Notes.
Tilman J. Fertitta
Landcadia Holdings, Inc.
October 23, 2018
Page 4
You may contact Sondra Snyder, Staff Accountant, at (202)551-3332 or
Jennifer
Thompson, Accounting Branch Chief, at (202)551-3737 if you have questions
regarding
comments on the financial statements and related matters. Please contact Danilo
Castelli, Staff
Attorney, at (202)551-6521, Lisa Kohl, Legal Branch Chief, at (202)551-3252, or
me at
(202)551-3720 with any other questions.
Sincerely,
/s/ Lisa M. Kohl for
Mara L. Ransom
Assistant Director
Office of Consumer
Products
cc: Steve Schenithal; Elliot Smith