United States securities and exchange commission logo





                                October 2, 2020

       Tilman J. Fertitta
       Chief Executive Officer
       Landcadia Holdings II, Inc.
       1510 West Loop South
       Houston, TX 77027

                                                        Re: Landcadia Holdings
II, Inc.
                                                            Amendment No. 1 to
Preliminary Merger Proxy Statement on Schedule 14A
                                                            Filed September 18,
2020
                                                            File No. 001-38893

       Dear Mr. Fertitta:

              We have reviewed your September 18, 2020 response to our comment
letter 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 8, 2020 letter.

       Amendment No. 1 to Preliminary Merger Proxy Statement Filed September
18, 2020

       Summary Term Sheet, page 10

   1.                                                   We note your revised
disclosure on page 114 in response to prior comment 6 that the
                                                        subscription note
receivable issued to LF LLC, the parent of GNOG, will be forgiven in a
                                                        non-cash equity
transaction. Please revise to clearly disclose here, and throughout your
                                                        filing, that the
principal amount outstanding under GNOG LLC   s Intercompany Note will
                                                        be reduced concurrently
with the closing through a distribution of capital to LF LLC.
   2.                                                   Please highlight the
total amount of debt to be repaid to an affiliated entity of Jefferies
                                                        Group in connection
with the transaction.
 Tilman J. Fertitta
FirstName  LastNameTilman
Landcadia Holdings II, Inc. J. Fertitta
Comapany
October    NameLandcadia Holdings II, Inc.
        2, 2020
October
Page 2 2, 2020 Page 2
FirstName LastName
Summary of this Proxy Statement
Economic Ownership Interests Upon Closing, page 46

3.       Please balance your disclosures here and elsewhere that indicate that
the Company   s
         public stockholders will have 84.9% to 85.5% economic ownership
interest in New
         GNOG to clarify that this interest effectively represents less than a
50% indirect economic
         ownership interest in Landcadia HoldCo based on your organizational
structure.
Sources and Uses for the Transaction, page 48

4.       Please explain to us how these tables presented here and beginning on
page 165 provide a
         complete depiction of the sources and uses for funding the
transaction. In this regard, you
         should clarify how the sources of funding will be used as a
distribution of capital to LF
         LLC through the forgiveness of GNOG   s Intercompany Note and explain
the redemption
         rights associated with the GNOG Rollover Equity.
Risk Factors
Risks Related to GNOG   s Business and Industry
GNOG relies on information technology and other systems and platforms..., page
62

5.       We note your response to prior comment 3. To the extent material,
please revise
         to quantify the percentage of gaming revenue and fixed fee amounts to
be paid to your
         third party technology infrastructure vendors.
Notes to Unaudited Pro Forma Combined Condensed Financial Information
Note 3. Adjustment to Unaudited Pro Forma Condensed Combined Financial
Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 113

6.       For adjustment D, please provide us your accounting analysis of, and
disclose, how you
         measured the carrying amount of the 31,350,625 HoldCo Class B units
classified as
         temporary equity. Refer to ASC 805-20-30 and ASC 480-10-S99-3A.
7.       We note your revised disclosure regarding adjustment H in response to
prior comment 6
         indicating that the remaining subscription receivable will be
classified as noncontrolling
         interests as the subscription receivable is with the same holder of
the HoldCo Class B
         Units treated as a noncontrolling interest. Subscription receivables
from holders of
         redeemable equity instruments should be presented as a reduction of
the related temporary
         equity. In addition, please explain the nature of the GNOG   s
receivable from parent
         included in total current assets as of June 30, 2020. In this regard,
it appears to relate to
         the subscription receivable and should also be reclassified as a
reduction to noncontrolling
         interest. Please revise. Refer to Rule 5-02(27)(b) of Regulation S-X.
8.       We note your revised disclosure regarding adjustment H in response to
prior comment 6
         indicating that $144.2 million of the subscription note receivable
issued to LF LLC will be
         forgiven in a non-cash equity transaction at the Closing. Please
address the following in
 Tilman J. Fertitta
FirstName  LastNameTilman
Landcadia Holdings II, Inc. J. Fertitta
Comapany
October    NameLandcadia Holdings II, Inc.
        2, 2020
October
Page 3 2, 2020 Page 3
FirstName LastName
         regard to the remaining receivable:

                Tell us how the remaining receivable will be settled based on
the terms of the A&R
              HoldCo LLC Agreement and the Second A&R Intercompany Note to be
entered into
              concurrently with the closing of the transaction, and whether it
is expected to be
              similarly forgiven.

                Explain how the additional issuances of HoldCo Class B Units
and the equivalent
              number of shares of New GNOG Class B common stock in
consideration of
              payments made by LF LLC impact the accounting for the receivable.
Tell us how the
              redeemability of the Landcadia HoldCo Class B Units impact the
accounting. In
              addition, describe how the automatic downward adjustment, to the
extent necessary
              for the total voting power of all shares of New GNOG common stock
beneficially
              held by Mr. Fertitta and his affiliates not to exceed 79.9%, will
affect these additional
              issuances.

                Provide a complete accounting analysis to support the
characterization as a
              subscription receivable. As part your analysis, address what
consideration was given
              to accounting for the prior payment to the parent of GNOG as a
distribution of
              capital.
Proposal No. 1     The Transaction Proposal
The Purchase Agreement
Structure; Consideration to be Paid in the Transaction, page 128

9.       We note your response to prior comment 8, in which you provided your
analysis as to
         whether LHGN HoldCo, LLC (   Landcadia Holdco   ) possesses the
characteristics of a
         variable interest entity in accordance with ASC 810-10-15-14. Please
address the
         following:

                We note that Landcadia Holdco is an LLC for which New GNOG will
be the sole
              manager. Please explain to us whether you evaluate Landcadia
Holdco as a legal
              entity similar to a partnership or as a corporation and the basis
for your conclusion.
              To the extent Landcadia Holdco should be evaluated as a
partnership, provide us with
              your analysis under ASC 810-10-15-14(b)(1)(ii).

                We note your analysis of ASC 810-10-15-14(c), in which you
determined that
              substantially all of the activities of Landcadia Holdco do not
either involve or are
              conducted on behalf of the investor that has disproportionately
few voting rights (LF
              LLC in this case). Please explain to us how you considered the
affiliate relationship
              that New GNOG has with LF LLC in reaching that determination.
Refer to ASC
              810-10-15-14(c)(2), which states that activities that involve or
are conducted on
              behalf of the related parties of an investor with
disproportionately few voting rights
              shall be treated as if they involve or are conducted on behalf of
that investor.
 Tilman J. Fertitta
FirstName  LastNameTilman
Landcadia Holdings II, Inc. J. Fertitta
Comapany
October    NameLandcadia Holdings II, Inc.
        2, 2020
October
Page 4 2, 2020 Page 4
FirstName LastName

                To the extent you determine that Landcadia Holdco is a variable
interest entity in
              response to the items above, please identify for us the primary
beneficiary and the
              basis for that identification.
Our Board   s Reasons for the Approval of the Transaction
Value Proposition That is Not Fully Recognized by the Market, page 157

10.      Please revise to explain why management considers DraftKings
comparable to
         the Company's gaming business. In that regard, we note DraftKings
provides real money
         Daily Fantasy Sports and sports wagering, which accounted for less
than 1% of your
         revenues for 2019, and that they do not provide other iGaming
products.
GNOG Management   s Discussion and Analysis of Financial Condition and Results
of
Operations
Contractual Obligations, page 239

11.      Please disclose changes in GNOG   s contractual obligations during the
interim period.
         Refer to Instruction 7 to Item 303(b) of Regulation S-K.
Golden Nugget Online Gaming, Inc.
Notes to the Unaudited Condensed Financial Statements, page F-40

12.      Please revise to provide subsequent events disclosures pursuant to ASC
855-10-50-1 and
         50-2. In addition, consider disclosing the nature of and an estimate
of the financial effect
         of the audit of FEI   s 2017 and 2018 tax returns, as noted from your
disclosure on page
         77.
Note 7. Commitments and Contingencies, page F-44

13.      Please revise to provide disclosures pursuant to ASC 440-10-50 related
to the market
         access agreement with Keweenaw Bay Indian Community, as noted from
your disclosure
         on page F-59.
       You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
 Tilman J. Fertitta
Landcadia Holdings II, Inc.
FirstName
October 2, 2020LastNameTilman J. Fertitta
Comapany
Page    5      NameLandcadia Holdings II, Inc.
October 2, 2020 Page 5
cc:       Joel Rubinstein, Esq.
FirstName LastName