Golden Entertainment to be acquired by Blake Sartini, enters leaseback with VICI

Golden Entertainment (GDEN) announced that it entered into a definitive agreement to sell its operating assets to Blake Sartini and affiliates and seven of its casino real estate assets to VICI Properties (VICI) in a sale-leaseback transaction. Golden stockholders will receive total consideration of a fixed exchange ratio of 0.902 shares of VICI common stock for the sale of seven casino real estate assets and a cash distribution with proceeds from Blake Sartini of $2.75 for each share of Golden stock held at the closing of the transaction. The $30.00 value of consideration at signing represents a 41% premium to Golden’s closing share price on November 5. The company will continue to pay shareholders regular quarterly cash dividends of 25c per share through the close of the transaction. An independent committee of the board of directors was formed to evaluate the transaction. The independent committee provided unanimous approval of the transaction and recommended that the company’s stockholders approve the definitive agreement and the transactions contemplated thereby. In conjunction with the transaction VICI will assume and repay up to $426M of the outstanding debt under the company’s Senior Secured Credit Facility. Santander has provided Blake Sartini a debt financing commitment to support the cash portion of the price, any excess debt and fees and expenses. The proposed transaction, which is expected to close in mid-2026, is subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of Golden stockholders. Blake Sartini, Blake Sartini II and affiliated trusts, who own approximately 25% of the voting power of Golden’s outstanding shares of common stock, have signed a voting and support agreement in favor of the transaction. Upon completion of the transactions, shares of Golden common stock will no longer be listed on Nasdaq. The agreement includes a “go-shop” period through December 5, during which time Golden and its advisors may solicit, consider and negotiate alternative acquisition proposals from third parties. The independent committee will have the right to cause the company to terminate the agreement to enter into a transaction providing for a superior proposal, subject to the terms and conditions of the definitive agreement. There can be no assurance that this process will or will not result in a superior proposal. Golden does not intend to disclose updates on this process unless and until it determines that such disclosure is appropriate or required.