LANDCADIA HOLDINGS, INC. (Name of Registrant As Specified in Its Charter)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Section 240.14a-12 LANDCADIA HOLDINGS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No. (3) Filing Party: (4) Date Filed: PRELIMINARY PROXY MATERIALS — SUBJECT TO COMPLETION LANDCADIA HOLDINGS, INC. 1510 West Loop South Houston, Texas 77027 NOTICE OF SPECIAL MEETING IN LIEU OF 2018 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 30, 2018 TO THE STOCKHOLDERS OF LANDCADIA HOLDINGS, INC.: You are cordially invited to attend a special meeting in lieu of the 2018 annual meeting (the “special meeting”) of stockholders of Landcadia Holdings, Inc. (“Company,” “we,” “us” or “our”) to be held at 10:00 a.m., local time, on Wednesday, May 30, 2018 at the offices of Winston & Strawn LLP, 200 Park Avenue, New York, New York 10166-4193, to consider and vote upon the following proposals: 1. to amend (the “Extension Amendment”) the Company’s second amended and restated certificate of incorporation (our “charter”) to extend the date by which the Company has to consummate a business combination (the “Extension”) from June 1, 2018 to December 14, 2018 (the “Extended Date”); 2. to amend (the “Trust Amendment”) the Investment Management Trust Agreement (the “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 (the “trust account”) established in connection with the Company’s initial public offering (the “IPO”) if the Company has not completed a business combination from June 1, 2018 to December 14, 2018; 3. to elect Mark Kelly and G. Michael Stevens to serve as the Class I directors on the Company’s Board of Directors (our “Board”) until the 2021 annual meeting of stockholders or until his successor is elected and qualified; 4. to ratify the selection by our audit committee of Marcum LLP to serve as our independent registered public accounting firm for the year ending December 31, 2018; and 5. to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of proposals 1 and 2. Each of the proposals is more fully described in the accompanying proxy statement. The purpose of the Extension Amendment is to allow the Company more time to complete its initial business combination. The Company’s IPO prospectus and charter provided that the Company had until June 1, 2018 to complete a business combination. However, our Board currently believes that there may not be sufficient time before June 1, 2018 to complete a business combination. The purpose of the Extension Amendment and Trust Amendment is to allow the Company more time to complete an initial business combination, which our board believes is in the best interest of our stockholders. If the Extension Amendment and Trust Amendment are approved, we will hold another stockholder meeting prior to the extended deadline in order to seek stockholder approval of the proposed business combination. Public stockholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares in connection with the Extension Amendment (the “Election”), regardless of how such public stockholders vote on the Extension Amendment and Trust Amendment. If the Extension Amendment and the Trust Amendment are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares upon consummation of the initial business combination when it is submitted to the stockholders, subject to any limitations set forth in our charter, as amended. In addition, public stockholders who vote for the Extension Amendment and the Trust Amendment and do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date. 2 The Company estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $10.10 at the time of the special meeting. The closing price of the Company’s common stock on May 3, 2018 was $10.05. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. The purpose of the Trust Amendment is to amend the Company’s Trust Agreement to extend the date on which Continental must liquidate the trust account if the Company has not completed a business combination from June 1, 2018 to December 14, 2018; If the Extension Amendment and Trust Amendment proposals are not approved and we do not consummate a business combination by June 1, 2018, as contemplated by our IPO prospectus and in accordance with our charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not released to the Company to pay franchise and income taxes (less up to $50,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination by June 1, 2018. The affirmative vote of 65% of the Company’s outstanding common stock will be required to approve the Extension Amendment and the Trust Amendment. Pursuant to our charter, until the consummation of the Company’s initial business combination, only holders of the Company’s Class F common stock (the “founder shares”) can elect or remove directors. Therefore, only holders of founder shares will vote on the election of directors at the special meeting. The election of directors is decided by a plurality of the votes of the founder shares present in person or represented by proxy at the special meeting and entitled to vote on the election of directors. Ratification of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018 requires a majority of the votes present in person or represented by proxy at the special meeting and entitled to vote thereon. Our board has fixed the close of business on May 10, 2018 as the record date for determining the Company’s stockholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the special meeting or any adjournment thereof. You are not being asked to vote on an initial business combination at this time. If you are a public stockholder, you will have the right to vote on the initial business combination (and to exercise your redemption rights, if you so choose) when it is submitted to stockholders for approval. After careful consideration of all relevant factors, our Board has determined that each of the proposals are advisable and recommends that you vote or give instruction to vote “FOR” each of proposals 1, 2, 3, 4 and 5.