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HOUSTON- Fertitta Holdings Inc. has entered into a definitive agreement to acquire all outstanding common stock of Landry’s Restaurants Inc. for $21 per share in cash. The $1.3-billion merger is anticipated to close in the fourth quarter.

Fertitta Holdings is a newly formed company for Landry’s Restaurants, and is wholly owned by Landry’s chairman, president, CEO and founder Tilman J. Fertitta. He currently owns 39% of Landry’s outstanding stock. According to a recently filed 10Q with the SEC, Landry’s has 16,144,547 outstanding shares of common stock.

The buyer plans to assume about $885 million of debt, according to a press release issued this morning. To fund the acquisition, Fertitta has received financing commitments from Jefferies Funding LLC, Jefferies & Co. Inc. and Jefferies Financing LLC, all from New York City, and Wells Fargo Foothill LLC of Santa Monica, CA.

Landry’s board of directors moved forward on the agreement based on the recommendation of a special committee made up of independent directors and advised by Atlanta-based King & Spalding LLP. The agreement has a “go-shop” provision in which the committee also will look for other acquisition proposals from third parties.

Cowen & Co. is the special committee’s financial adviser. It rendered a fairness opinion in connection with the proposed takeover. San Francisco-based North Point Advisors LLC served as Landry’s financial advisers while Haynes and Boone LLP of Dallas was its legal adviser. Fertitta’s legal adviser is Olshan Grundman Frome Rosenweig & Wolosky LLP, headquartered in New York City, and its financial adviser is Jefferies & Co. Inc.

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