\nGolden Entertainment, Inc. (NASDAQ: GDEN) (\u201cGolden Entertainment\u201d or the \u201cCompany\u201d), an operator of a diversified entertainment platform of gaming and hospitality assets, announced today that it entered into a definitive agreement to sell its operating assets to Blake L. Sartini and affiliates (\u201cBlake Sartini\u201d) and seven of its casino real estate assets to VICI Properties Inc. (NYSE: VICI) (\u201cVICI\u201d) 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\u2019s closing share price on November 5, 2025. The Company will continue to pay shareholders regular quarterly cash dividends of $0.25 per share through the close of the transaction.\n<\/p>\n
\nAn Independent Committee of the Board of Directors (the \u201cIndependent Committee\u201d) was formed to evaluate the transaction. The Independent Committee provided unanimous approval of the transaction and recommended that the Company\u2019s stockholders approve the definitive agreement and the transactions contemplated thereby.\n<\/p>\n
\nIn conjunction with the transaction VICI will assume and repay up to $426 million of the outstanding debt under the Company\u2019s 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.\n<\/p>\n
\n\u201cI believe this transaction maximizes value for our shareholders by providing a significant premium to our current share price. We are pleased to combine our high-quality Nevada casino real estate with one of the most attractive experiential real estate platforms in the country and partner together to unlock value in our company and explore future opportunities. Since founding Golden in 2001, I have focused on providing exceptional service to our guests on the Las Vegas Strip, in our Nevada regional resorts, local casinos and at our market leading taverns. This mission will remain unchanged and I am incredibly honored to lead Golden\u2019s 5,000 employees into the next stage of our evolution as a private company,\u201d said Blake L. Sartini, Chairman and Chief Executive Officer of Golden.\n<\/p>\n
\n\u201cOver the past several years, Golden\u2019s Board of Directors and management have focused on delivering superior shareholder value through strategic actions, including divesting non-core assets, repaying debt and returning capital to shareholders in the form of dividends and share repurchases. The Company is excited to have reached an agreement with Blake Sartini to acquire the company at a significant premium to Golden\u2019s current share price with VICI providing capital support through a sale-leaseback transaction in a tax efficient structure,\u201d said Charles Protell, President and Chief Financial Officer of Golden.\n<\/p>\n
\n“The acquisition of Golden Entertainment\u2019s casino real estate assets further strengthens our market-leading Nevada gaming portfolio and we could not be more enthusiastic to broaden our presence in the attractive and growing Nevada market. We look forward to benefitting from the long-term value of these properties as Nevada continues to grow as one of the nation\u2019s most attractive leisure and entertainment destinations,” said John Payne, President and Chief Operating Officer of VICI.\n<\/p>\n
Advisors<\/span><\/b><\/p>\n \nMacquarie Capital is serving as exclusive financial advisor and Latham & Watkins LLP is serving as legal counsel to the Golden Independent Committee. Santander is serving as exclusive financial advisor and Greenberg Traurig LLP is serving as legal counsel to Blake Sartini.\n<\/p>\n Timing, Approvals and Transaction Details<\/span><\/b><\/p>\n \nThe 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\u2019s 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.\n<\/p>\n \nThe agreement includes a \u201cgo-shop\u201d period through December 5, 2025, 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.\n<\/p>\n About Golden Entertainment<\/span><\/b><\/p>\n \nGolden Entertainment operates a diversified entertainment platform of gaming and hospitality assets. The Company operates eight casinos and 72 gaming taverns in Nevada, featuring approximately 5,600 slots, 80 table games and 6,000 hotel rooms. For more information, visit www.goldenent.com<\/a>.\n<\/p>\n About VICI<\/span><\/b><\/p>\n \nVICI Properties Inc. is an S&P 500\u00ae experiential real estate investment trust that owns one of the largest portfolios of market-leading gaming, hospitality, wellness, entertainment and leisure destinations, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas, three of the most iconic entertainment facilities on the Las Vegas Strip. VICI Properties owns 93 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada. The portfolio is comprised of approximately 127 million square feet and features approximately 60,300 hotel rooms and over 500 restaurants, bars, nightclubs and sportsbooks. Its properties are occupied by industry-leading gaming, leisure and hospitality operators under long-term, triple-net lease agreements. VICI Properties has a growing array of real estate and financing partnerships with leading operators in other experiential sectors, including Cabot, Cain, Canyon Ranch, Chelsea Piers, Great Wolf Resorts, Homefield, Kalahari Resorts and Lucky Strike Entertainment. VICI Properties also owns four championship golf courses and approximately 33 acres of undeveloped and underdeveloped land adjacent to the Las Vegas Strip. VICI Properties\u2019 goal is to create the highest quality and most productive experiential real estate portfolio through a strategy of partnering with the highest quality experiential place makers and operators. For additional information, please visit www.viciproperties.com<\/a>.\n<\/p>\n Additional Information and Where to Find It<\/span><\/b><\/p>\n \nIn connection with the proposed transaction, the Company intends to file with the SEC preliminary and definitive proxy statements relating to the proposed transaction and other relevant documents. Promptly after filing the definitive proxy statement with the SEC, the definitive proxy statement and a proxy card will be mailed to the Company\u2019s stockholders entitled to vote as of the record date on the proposed transaction and any other matters to be voted on at the special meeting. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENTS, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE ACQUIRING ENTITY AND THE PROPOSED TRANSACTION. When the documents are available, investors and security holders may obtain free copies of the proxy statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with the proposed transaction on the SEC\u2019s website at www.sec.gov<\/a>, on the Company\u2019s website at https:\/\/www.goldenent.com\/sec-filings<\/a> or by contacting the Company\u2019s Investor Relations via email at https:\/\/www.goldenent.com\/contact-us<\/a>.\n<\/p>\n Participants in the Solicitation<\/span><\/b><\/p>\n \nThe Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company\u2019s stockholders in connection with the proposed transaction. Information regarding the Company\u2019s directors and executive officers, including a description of their direct or indirect interests in the Company, by security holdings or otherwise, can be found under the captions \u201cBoard of Directors,\u201d \u201cExecutive Officers,\u201d and \u201cSecurity Ownership of Certain Beneficial Owners and Management\u201d contained in the Company\u2019s 2025 annual proxy statement filed with the SEC on April 9, 2025 (the \u201c2025 Proxy Statement\u201d). To the extent that the Company\u2019s directors and executive officers and their respective affiliates have acquired or disposed of security holdings since the applicable \u201cas of\u201d date disclosed in the 2025 Proxy Statement, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their interests will be contained in the proxy statement for the Company\u2019s special meeting of stockholders and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available. These documents can be obtained free of charge from the sources indicated above.\n<\/p>\n Forward-Looking and Cautionary Language<\/span><\/b><\/p>\n \nThis press release contains, and oral statements made from time to time by our representatives may contain, forward-looking statements which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding the Company\u2019s expectations, intentions or strategies regarding the timing, completion and effects of the proposed transaction. In some cases, these statements include words like: \u201cmay,\u201d \u201cmight,\u201d \u201cwill,\u201d \u201ccould,\u201d \u201cwould,\u201d \u201cshould,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201cobjective,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cpredict,\u201d \u201cproject,\u201d \u201cpotential,\u201d \u201ccontinue,\u201d and \u201congoing,\u201d or the negatives of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company\u2019s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including, but not limited to: the ability of the parties to consummate the proposed transaction in a timely manner or at all; the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction, including with respect to the approval of the Company\u2019s stockholders; potential delays in consummating the proposed transaction; the ability of the Company to timely and successfully achieve the anticipated benefits of the proposed transaction; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the definitive agreement; the effect of the announcement or pendency of the proposed transaction on the Company\u2019s business relationships, operating results and business generally; costs related to the proposed transaction; the outcome of any legal proceedings that may be instituted against the Company, VICI, Blake Sartini or any of their respective directors or officers related to the definitive agreement or the proposed transaction; and the impact of these costs and other liabilities on the cash, property, and other assets available for distribution to the Company\u2019s stockholders. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption \u201cRisk Factors\u201d and elsewhere in the Company\u2019s most recent annual and quarterly reports filed with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at www.sec.gov<\/a>. These documents can be accessed on the Company\u2019s website at https:\/\/www.goldenent.com\/sec-filings<\/a>.\n<\/p>\n \nThe forward-looking statements included in this press release, and in any oral statements made from time to time by our representatives, are made only as of the date hereof or thereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.\n<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20251106237771\/en\/<\/a><\/span><\/p>\n Golden Entertainment Contacts James Adams KEYWORDS:<\/b> Nevada United States North America<\/p>\n INDUSTRY KEYWORDS:<\/b> Casino\/Gaming Entertainment<\/p>\n<\/p>\n
\n<\/span><\/b>
Charles H. Protell
\n
President and Chief Financial Officer
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(702) 893-7777<\/p>\n
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VP Corporate Finance and Treasurer
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(702) 495-4470
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james.adams@goldenent.com<\/a><\/p>\n
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