DraftKings Inc. (NasdaqGS:DKNG) entered into a definitive agreement to acquire Golden Nugget Online Gaming, Inc. (NasdaqGM:GNOG) from a group of shareholders for $1.5 billion on August 9, 2021. DraftKings will acquire GNOG in an all-stock transaction that has an implied equity value of approximately $1.56 billion. As part of the transaction, DraftKings will undergo a holding company reorganization and form a new holding company New DraftKings, which will become the going-forward public company for both DraftKings and GNOG. New DraftKings will be renamed DraftKings Inc. at closing (“New DraftKings”). Under the terms of the merger agreement, Golden Nugget Online Gaming stockholders would receive a fixed ratio of 0.365 shares of New DraftKings' Class A Common Stock for each Common Share of Golden Nugget Online Gaming they hold. At close, existing DraftKings shareholders will own approximately 93.2% of the combined company, while GNOG shareholders will own approximately 6.8%. Tilman Fertitta, who owns beneficially approximately 46% of the equity in GNOG, has agreed to continue to hold the DraftKings shares to be issued to him in the merger for a minimum of one year from the closing of the transaction. GNOG agrees to pay to DraftKings a termination fee equal to $55 million.

Upon the completion of the merger, the New DraftKings Board will be comprised of 14 individuals, 13 of whom are current directors of DraftKings, and, subject to the terms and conditions of the merger agreement, one of whom will be Tilman J. Fertitta, the chief executive officer and chairman of the GNOG Board. The DraftKings Board presently consists of 13 members. The officers of DraftKings immediately prior to the completion of the mergers will be the officers of New DraftKings immediately following the completion of the mergers. The corporate headquarters, principal executive offices and related corporate and operational functions of New DraftKings will be located in Boston, Massachusetts.

The closing of the transaction is subject to receipt of GNOG stockholder approval; receipt of DraftKings stockholder approval; authorization for listing on NASDAQ of shares of New DraftKings Class A Common Stock issuable pursuant to the Acquisition upon official notice of issuance; expiration or early termination of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvement Act of 1976; receipt of all requisite gaming approvals by GNOG and DraftKings in connection with the acquisition; absence of any law or governmental order that is in effect and restrains, enjoins, makes illegal or otherwise prohibits the consummation of the acquisition; and the Registration Statement on Form S-4 should have become effective in accordance with the provisions of the Securities Act of 1933, as amended, DraftKings having received a written tax opinion, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the DraftKings merger will qualify for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; the receipt of required regulatory approvals and other customary closing conditions. The Board of Directors of GNOG, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the GNOG Board, approved the merger agreement and the transaction, and resolved to recommend GNOG stockholders vote to approve the transaction. The Board of Directors of DraftKings has also approved the transaction. On August 10, 2021, Jason Robins, who beneficially owned DraftKings common stock representing approximately 90.8% of the voting power of the outstanding shares of DraftKings common stock, has delivered a written consent, approving the merger agreement, which was sufficient to approve the merger agreement and the transactions, including the mergers, on behalf of DraftKings stockholders. On September 8, 2021, each of Tilman J. Fertitta and LHGN Interestholder, who together, owned shares of GNOG common stock representing approximately 79.9% of the voting power of the issued and outstanding shares of GNOG common stock, have delivered a written consent, approving the merger agreement, which was sufficient to adopt the merger agreement and, therefore, approve the transactions, including the mergers, on behalf of GNOG stockholders. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired with respect to the transactions. The transaction is expected to close in the first quarter of 2022. As of April 1, 2022, DraftKings and GNOG continue to pursue the remaining gaming regulatory approvals necessary to consummate the scquisition. Accordingly, DraftKings now expects the Acquisition to be consummated on or prior to May 31, 2022,

Raine Group is serving as exclusive financial advisor and Scott D. Miller of Sullivan & Cromwell LLP is serving as legal counsel to DraftKings. Jefferies LLC is serving as lead financial advisor to GNOG. Morton A. Pierce, Suni Sreepada, Sang Ji, Scott Fryman, George Paul, Vicky Rosamond, Aaron Feuer, Tami Stark, Arlene Hahn, Steve Lutt, Seth Kerschner, Tim Hickman, Paul Pittman, Richard Burke, Doug Landy, Robert Chung and Joel L. Rubinstein of White & Case LLP are serving as legal counsel and Spectrum Gaming Capital is acting as financial advisor and provided fairness opinion to the Special Committee of the board of Golden Nugget Online Gaming. Ian Schuman and Marc Jaffe and Houston partners Nick Dhesi, Ryan Maierson and David Raab and Will Kessler of Latham & Watkins LLP acted as legal advisors for Fertitta Entertainment, Inc. John Kupiec and Wally Schwartz of Vinson & Elkins L.L.P. acted as legal advisor to SPECTRUM Gaming Capital, LLC.  DraftKings has agreed to pay Raine or its designated affiliate a transaction fee of $11.0 million in respect of such engagement, of which $2.5 million became payable at the announcement of the transactions, and the remainder of which is contingent upon the completion of the transaction.