Tilman J. Fertitta and Landcadia Holdings II, have entered into a purchase agreement to acquire Golden Nugget Online Gaming, Inc.

The deal values the combined company at an anticipated pro forma enterprise value of approximately $745 million.

The consideration payable to the parent entity of Golden Nugget Online Gaming will consist of a combination of cash and rollover equity in Landcadia II. Landcadia II will be assuming $150 million of Golden Nugget debt of and will pay down at closing an additional $150 million of its debt, plus pay prepayment fees, transaction fees and expenses.

Landcadia Holdings II is a publicly traded special purpose acquisition company co-sponsored by Fertitta Entertainment, Inc. and Jefferies Financial Group Inc. Upon closing, Landcadia II intends to change its name to Golden Nugget Online Gaming, Inc. and its Nasdaq trading symbol to GNOG.

Tilman Fertitta, CEO, will, through the parent entity of Golden Nugget, hold a controlling economic interest and a controlling voting interest in the combined company. The combined company will have a dual-class share structure with super voting rights for Fertitta.