EFTA01369693.pdf

Landcadia Holdings, Inc. (NASDAQ: "LCAHU") $250 million SPAC !PO Key management Landcadia Holdings offering terms Transaction overview - Intends to find a target in the dining, hospitality, entertainment and gaming sectors Name Landcadia Holdings, Inc. in the US - Management learn led by Taman Riddle. sole shareholder. Chairman a CEO of Pricing date May 25, 2016 Fortifier Enlodainment Inc. (FEI) and Richard Handler, CEO of Leucadia National Inman Feititta Transaction size $250 million Corporation and its largest operating subsidiary. Jeflenes Group LLC Co-Chairmen 8 CEO 25 million units - over 50 years of collective operating and investing experience across multiple - each unit consisting of 1 share of Class A common sectors. most notably in ruslaurants Richard Handler Securities offered stock and 1 warrant to purchase has a share of - under Fertittas leadership, FEI has executed over 20 acquisitions since the Co-Chairman 8 President ClassA common stock formation of the company and generated sales in excess of $3.2bn in 2015 Amount held in trust: Equal lo 100% of offering proceeds Potential benefits to Landcadta: Richard Liem - opportunity to leverage deep industry /transaction knovAedge to scale CFO 8 VP Sponsor "at risk" 57.0 million investment in warrants at $0.50 per warrant businesses and maximize full grovah potential Investment: (purchase of 14.0mm warrants) - alignment of interests with a significant slake lied to the future performance of Shares issued to sponsor al formation equivalent to the Company in an all-Nock or stookfcash business combination Sponsor ownership: Sponsor investing 20.0% of common equity ownership post - public raise - opportunity to monetize proprietary deal flew experience DB role: Joint bookrunner (highest economics) - potential monetary benefits from appreciation of any stock that may be received in the initial business combination savoys^ git rut 4 ' ' Strategic alliance Landcadia s spon6nrs sh.no sambr,- invesinient pinIottophy focused on Identifying Transaction benefits to potential target / sellers Partnership valh the Landcadia team including access to its global network ilk/Was' undervaluedassets through proton:ion of fire business fundanientus and the Yet•eins opportunity for operations( antler capital structure improvements 0 and opendionattlinancial expertise s Not 1.14":1 .Wriikfe • I t I •I Landoadpa Holdings. Inc. sots Itucadla National Potential for owners to receive stock in the initial business combination and create substantial liquidity and realization of value through publicly traded securities of Landcadia GO Corporation MPG 2Fxcm - Experience in creating value through operational - Global reach and braid knonledge base "Fast track' to becoming a Nasdaq listed company while minimizing disruptions to the Company and its employees initiatives aNationalBad TilE W ESTIN - Resources and expertise for ptatform and add-on Leticadm - Access to proprietary deal flow Access to US capital markets and a public currency that can be used to M&A, value investing fund acquisitions and organic expansion acquisitions and corporate finance Deep industry knonledge expertise 1( ,) with extensive network of Hilton Abely to structure a transaction to meet specific target needs contacts 0 Deutsche Bank Source: Company Nods 6 Corporate Banking Z. Socuraies CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062123 CONFIDENTIAL SDNY_GM_00208307 EFTA01369693