Item 1.01 Entry into a Material Definitive Agreement.

On August 9, 2021, Golden Nugget Online Gaming, Inc., a Delaware corporation (the "Company" or "GNOG"), DraftKings Inc., a Nevada corporation ( "DraftKings"), New Duke Holdco, Inc., a Nevada corporation and a wholly owned subsidiary of DraftKings ("New DraftKings"), Duke Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of New DraftKings ("Duke Merger Sub"), and Gulf Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New DraftKings ("Gulf Merger Sub" and, together with Duke Merger Sub, the "Merger Subs"), entered into an agreement and plan of merger (the "Merger Agreement") pursuant to which DraftKings will, among other things, acquire all issued and outstanding shares of common stock of GNOG (the "GNOG Shares").

The Merger Agreement and the transactions contemplated therein (the "Acquisition") were (i) unanimously approved and declared fair to, advisable and in the commercial interests of DraftKings by the board of directors of DraftKings and (ii) unanimously approved and declared advisable and fair to, and in the best interests of, GNOG and its stockholders by the board of directors of GNOG (the "GNOG Board") acting upon the unanimous recommendation of a special committee of the GNOG Board (the "GNOG Special Committee").

Concurrently with the execution of the Merger Agreement, certain affiliates of DraftKings and GNOG entered into that certain commercial agreement with respect to expansion of market access, database access and marketing integrations of DraftKings (the "Commercial Agreement"), and Draftkings entered into a support and registration rights agreement (the "Support Agreement") with New DraftKings, Tilman J. Fertitta, Fertitta Entertainment, Inc., a Texas corporation ("FEI"), Landry's Fertitta, LLC, a Texas limited liability company ("Landry's Fertitta" and, together with Mr. Fertitta and FEI, the "Fertitta Parties"), pursuant to which the Fertitta Parties agreed to (i) not transfer the New DraftKings Class A Common Stock that the Fertitta Parties will receive in the Acquisition prior to the first anniversary of the closing of the Acquisition, (ii) from the date of the Support Agreement to the five-year anniversary of the closing of the Acquisition, not engage in a Competing Business (as defined in the Support Agreement) and (iii) pay the termination fee owed by GNOG in the event the Merger Agreement is terminated because of the failure of GNOG to obtain the requisite stockholder vote to approve the Acquisition. New DraftKings agreed to provide the Fertitta Parties with shelf registration rights with respect to New DraftKings Class A Common Stock and warrants to purchase New DraftKings Class A Common Stock that the Fertitta Parties will receive in connection with the Acquisition. In addition, the Fertitta Parties have agreed to execute (and cause its affiliates to execute) all such agreements and take such action as required to waive the obligations of all Feritta Parties to make interest payments on behalf of GNOG and of GNOG to issue equity in relation to such payments.

The description of the Merger Agreement contained in this Current Report on Form 8-K does not purport to be complete and it is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 and incorporated by reference herein.

The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K in order to provide investors and security holders with information regarding its terms. It is not intended to provide any other information about GNOG, DraftKings or their respective subsidiaries and affiliates or to modify or supplement any factual disclosures about the Company in its public reports filed with the United States Securities and Exchange Commission (the "SEC"). The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of such agreement and as of specific dates, are solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors or to GNOG's SEC filings. Investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of GNOG, DraftKings or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by GNOG, DraftKings or their respective subsidiaries or affiliates.





Merger Agreement

Transaction Structure & Merger Consideration

On the terms and subject to the conditions set forth in the Merger Agreement, (a) at the Duke Effective Time (as defined in the Merger Agreement), Duke Merger Sub will be merged with and into DraftKings in accordance with the Nevada Revised Statutes (the "NRS"), with DraftKings becoming the surviving corporation (the "Duke Surviving Corporation") and (b) at the Gulf Effective Time (as defined in the Merger Agreement), Gulf Merger Sub will be merged with and into GNOG in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), with GNOG becoming the surviving corporation (the "Gulf Surviving Corporation", and together with the Duke Surviving Corporation, collectively the "Surviving Corporations"). In connection with the Acquisition, certain affiliates of Fertitta will consummate certain reorganization transactions to allow LGHN HoldCo, LLC to become a wholly-owned subsidiary of GNOG following the consummation of the Acquisition.

The Merger Agreement provides that upon the consummation of the Acquisition, each holder of GNOG Shares (a "GNOG Shareholder") will receive 0.365 (the "Exchange Ratio") of a share of New DraftKings Class A common stock (the "New DraftKings Class A Common Stock") for each GNOG Share issued and outstanding immediately prior to the Gulf Effective Time, other than any Excluded Shares (as defined in the Merger Agreement).

Each share of DraftKings Class A common stock ("DraftKings Class A Common Stock") issued and outstanding immediately prior to the Duke Effective Time will be cancelled, cease to exist and be converted into one validly issued, fully paid and non-assessable share of New DraftKings Class A Common Stock and each share of DraftKings Class B common stock issued and outstanding immediately prior to the Duke Effective Time shall be converted into one validly issued, fully paid and non-assessable share of New DraftKings Class B common stock.

Treatment of GNOG RSUs and GNOG Private Placement Warrants

At the Gulf Effective Time, each outstanding restricted stock unit (a "GNOG RSU") issued by GNOG will automatically and without any required action on the part of the holder thereof vest, then be cancelled and thereafter only entitle the holder of such GNOG RSU to receive (without interest) a number of shares of New DraftKings Class A Common Stock equal to (x) the product obtained by multiplying (i) the number of GNOG Shares subject to such GNOG RSU immediately prior to the Gulf Effective Time by (ii) the Exchange Ratio, less (y) a number of shares of New DraftKings Class A Common Stock equal to the applicable taxes required to be withheld with respect to such GNOG RSU settlement.

At the Gulf Effective Time, each outstanding warrant issued by GNOG ("GNOG Private Warrant") to purchase shares of GNOG Class A common stock ("GNOG Class A Common Stock") will automatically and without any required action on the part of the holder convert into a warrant to purchase a number of New DraftKings Class A Common Stock equal to the product of (x) the number of shares of GNOG Class A Common Stock subject to such GNOG Private Warrant immediately prior to the Gulf Effective Time multiplied by (y) the Exchange Ratio, and the exercise price of such GNOG Private Warrant will be determined by dividing (1) the per share exercise price of such GNOG Private Warrant immediately prior to the Gulf Effective Time by (2) the Exchange Ratio.





Treatment of DraftKings RSUs

At the Duke Effective Time, each outstanding restricted stock unit (a "DraftKings RSU") issued by DraftKings will automatically and without any required action on the part of the holder thereof, cease to represent a restricted stock unit denominated in one share of DraftKings Class A Common Stock and will be converted into a restricted stock unit denominated in one share of New DraftKings Class A Common Stock (a "New DraftKings RSU"). Except as specifically provided in the Merger Agreement, following the Duke Effective Time, each such DraftKings RSU will continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the applicable DraftKings RSU immediately prior to the Duke Effective Time.

Representations and Warranties and Covenants

The Merger Agreement contains customary representations and warranties from DraftKings, GNOG, New DraftKings and the Merger Subs, and each party thereto has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of its business prior to the closing, (2) the use of reasonable best efforts to consummate the Acquisition, (3) with respect to GNOG, delivering . . .

Item 7.01. Regulation FD Disclosure.

On August 9, 2021, DraftKings and GNOG issued a joint press release, a copy of which is furnished herewith as Exhibit 99.1, announcing DraftKings's and GNOG's entry into the Merger Agreement and related matters. Also on August 9, 2021, in connection with the announcement of the Acquisition, DraftKings and GNOG held an investor call to discuss the Acquisition. This investor call included an investor presentation, which is furnished as Exhibit 99.2 hereto, and the transcript of the investor call is furnished as Exhibit 99.3 hereto.

The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of DraftKings under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. When used in this Current Report on Form 8-K, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of GNOG's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements include, without limitation, DraftKings' and GNOG's expectations with respect to future performance and anticipated financial impacts of the Acquisition, the satisfaction of the closing conditions to the Acquisition and the timing of the completion of the Acquisition. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside DraftKings' and GNOG's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against DraftKings and GNOG following the announcement of the Merger Agreement and the transactions contemplated therein; (2) the inability to complete the Acquisition, including due to failure to obtain approval of the stockholders of GNOG, approvals or other determinations from certain gaming regulatory authorities, or other conditions to closing in the Merger Agreement; (3) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transactions contemplated therein to fail to close; (4) the inability to obtain or maintain the listing of New DraftKings Class A Common Stock on Nasdaq following the Acquisition; (5) the risk that the Acquisition disrupts current plans and operations as a result of the announcement and consummation of the Acquisition; (6) the ability to recognize the anticipated benefits of the Acquisition, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees; (7) costs related to the Acquisition; (8) changes in applicable laws or regulations, particularly with respect to gaming, gambling, sportsbooks, fantasy sports and other similar businesses; (9) the possibility that DraftKings, GNOG or the combined company may be adversely affected by other economic, business, and/or competitive factors, (10) market and supply chain disruptions due to the COVID-19 outbreak or other epidemics, pandemics or similar public health events; and (11) other risks and uncertainties indicated from time to time in the information/prospectus relating to the Acquisition, including those under "Risk Factors" in GNOG's filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see GNOG's filings with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits.




  Exhibit Number
    2.1       Agreement and Plan of Merger, by and among DraftKings Inc., New Duke
            Holdco, Inc., Golden Nugget Online Gaming, Inc., Duke Merger Sub, Inc.
            and Gulf Merger Sub, Inc., dated as of August 8, 2021.*
    99.1      Press Release, dated August 9, 2021, issued by DraftKings Inc.
            and Golden Nugget Online Gaming, Inc.
    99.2      Investor Presentation, dated August 9, 2021
    99.3      Investor Call Transcript, dated August 9, 2021
  *Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2)
  of Regulation S-K. The Company agrees to furnish supplementally a copy of any
  omitted attachment to the SEC on a confidential basis upon request.

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