The deal will almost certainly get a majority vote. Fertitta is allowed to vote all of his shares, and the majority vote of remaining shareholders is not required.

There are two main risks: first, Fertitta may cancel the deal if more than 10% of the shares ask for appraisal; and second, Landry’s is unlikely to meet EBITDA requirements stipulated in the debt commitment letter. (This will result in either deal termination or a lower price.)

The total amount of funds necessary to consummate the merger and related transactions, including debt to be incurred in connection with the merger or to be outstanding following the merger, and the payment of fees and expenses in connection with the merger, is anticipated to be approximately $1.1 billion which excludes Mr. Fertitta’s rollover equity contribution of approximately $125.0 million, consisting of (i) approximately $220.0 million to be paid to our stockholders (other than Mr. Fertitta and any of his affiliates that become our stockholders) and option holders (other than Mr. Fertitta and any of his affiliates that become our stockholders) under the merger agreement, (ii) approximately $464.0 million to repay a portion of our existing indebtedness, (iii) approximately $400.0 million of our existing indebtedness (plus all accrued and unpaid interest and premiums) that will remain outstanding following the merger plus such additional indebtedness that might be outstanding pursuant to the delayed draw term loan to be utilized to construct the expansion at the Golden Nugget Hotel & Casino in Las Vegas, Nevada and (iv) approximately $27.0 million to pay fees and expenses incurred in connection with the merger.

These funds are anticipated to come from the following sources:

• $90.0 million of cash to be contributed by Mr. Fertitta to Parent;
• up to $50.0 million from Parent’s or Merger Sub’s sale and issuance of preferred stock;
• approximately $400.0 million of our existing indebtedness that will remain outstanding following the merger, substantially all of which will consist of amounts outstanding under the Golden Nugget, Inc.’s $545.0 million credit facility, plus such additional indebtedness that might be outstanding pursuant to the existing delayed draw term loan to be utilized to construct the expansion at the Golden Nugget Hotel & Casino in Las Vegas, Nevada; and
• approximately $565.0 million from the following new facilities and senior secured notes which will be used in part to repay approximately $400.0 million of our outstanding 9.5% senior notes and 7.5% senior notes and any amounts outstanding under our revolving credit facility, plus all accrued and unpaid interest and premiums:
• up to $50.0 million aggregate principal amount under a senior secured revolving credit facility;
• up to $250.0 million aggregate principal amount under a senior secured term loan facility; and
• up to $365.0 million aggregate principal amount of debt either from the issuance of senior secured notes or secured debt under a bridge loan facility.

These amounts do not include the value of the 5,731,481 shares of common stock held by Mr. Fertitta which are being contributed to Parent immediately prior to the effective time of the merger or the approximately $5.4 million of Mr. Fertitta’s in-the-money options that are being cancelled in connection with the merger.

The $625 million (substantially all that is needed to finance the deal) will only be provided if:

(i) since December 31, 2007, no “material adverse effect” (as defined in the debt commitment letter) must have occurred and (ii) we must satisfy the “Financial Performance Condition” under the debt commitment letter, which includes, among other things, that our gaming division achieve no less than $58.5 million in EBITDA and that our restaurant division have pro forma consolidated EBITDA of no less than $127.5 million, in each case based on our most recent twelve-month period prior to the closing date of the merger with the restaurant EBITDA to be calculated in a manner to be agreed upon that takes into account credits such as pre-opening expenses, certain non-recurring litigation costs and private company savings.

When Carl Icahn started on Wall Street he specialized in merger arbitrage and used options to hedge positions.

Here is a bit of his story: