– Sale-Leaseback of 7 Gaming Assets Across Nevada \u2013<\/i><\/p>\n
– Expected to be Accretive to AFFO Per Share Immediately Upon Closing –<\/i><\/p>\n
– Adds Exposure to Las Vegas Locals Market & 15th<\/sup> Tenant –<\/i><\/p>\n – No Reliance on Capital Markets Activity Expected to Complete Transaction –<\/i><\/p>\n NEW YORK–(BUSINESS WIRE<\/a>)– \nThe Golden Portfolio includes: The STRAT Hotel, Casino & Tower on the North Las Vegas Strip; Arizona Charlie\u2019s Decatur and Arizona Charlie\u2019s Boulder in the Las Vegas Locals market; Aquarius Casino Resort and Edgewater Casino Resort in Laughlin, Nevada; and Pahrump Nugget Hotel & Casino and Lakeside RV Park & Casino in Pahrump, Nevada. The Golden Portfolio features approximately 362,000 square feet of casino space, over 6,000 hotel rooms, 4,306 slot machines and 78 table games.\n<\/p>\n \nThe Golden Master Lease will have an initial total annual rent of $87.0 million, representing an acquisition cap rate of 7.5%, and an initial term of 30 years, with four 5-year tenant renewal options. Rent under the Golden Master Lease will escalate annually at 2.0% beginning in Lease Year 3. The obligations of Golden OpCo under the Golden Master Lease will be guaranteed by a holding company that is owned and controlled by Mr. Sartini and owns all of the gaming and operating assets of Golden, with additional credit support provided by financial covenants within the lease.\n<\/p>\n Strategic Merits<\/span><\/b><\/p>\n Key Comments<\/span><\/b><\/p>\n \nPursuant to the Master Transaction Agreement, Golden shareholders will receive approximately 24.3 million shares of newly issued VICI stock in exchange for each share of Golden stock, which represents an agreed-upon exchange ratio of 0.902 per share of Golden\u2019s common stock based on VICI\u2019s 10-day volume weighted average price as of November 5, 2025, as well as cash consideration that is payable by an affiliate of the Golden OpCo. In connection with the transaction, VICI will assume and immediately retire Golden\u2019s outstanding $426 million of debt using a combination of cash on hand, net proceeds available pursuant to forward sale agreements and\/or drawing down funds available under its revolving credit facility. The Company does not expect to require additional financing, including capital markets activity, to complete the transaction.\n<\/p>\n \nThe transaction is expected to close in mid-2026, subject to the approval of a majority of the outstanding shares of Golden stockholders, as well as customary closing conditions and regulatory approvals.\n<\/p>\n \nDeutsche Bank Securities Inc. is acting as VICI\u2019s financial advisor, and Hogan Lovells US LLP and Herbert Smith Freehills Kramer LLP are serving as legal advisors to VICI.\n<\/p>\n About VICI Properties<\/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 About Golden<\/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 Forward-Looking Statements<\/b><\/p>\n \nThis press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words \u201cassumes,\u201d \u201cbelieves,\u201d \u201cestimates,\u201d \u201cexpects,\u201d \u201cguidance,\u201d \u201cintends,\u201d \u201cplans,\u201d \u201cprojects,\u201d \u201cwill,\u201d and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, including the risk that the pending transaction may not be consummated on the terms described in this press release or at all, which are, in some cases, beyond the Company\u2019s control and could materially affect actual results, performance, or achievements. Other important risk factors that may affect the Company\u2019s business, results of operations and financial position (including risks relating to the Company\u2019s pending transactions) are detailed from time to time in the Company\u2019s filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.\n<\/p>\n Additional Information about the Proposed Transaction and Where to Find It<\/b><\/p>\n \nIn connection with the transaction described herein, the Company intends to file with the SEC a registration statement on Form S-4. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the prospectus, when it becomes available, and other documents filed with the SEC at www.sec.gov<\/a>. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by VICI Properties by contacting VICI Properties Investor Relations. In addition, Golden will file a proxy statement with the SEC related to the transaction.\n<\/p>\n No Offer or Solicitation<\/b><\/p>\n \nThis communication and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.\n<\/p>\n Participants in the Solicitation<\/b><\/p>\n \nGolden and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about directors and executive officers of Golden is available in the proxy statement for its 2025 Annual Meeting, which was filed with the SEC on April 9, 2025. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in Golden’s proxy statement and other relevant materials filed with the SEC by Golden regarding the proposed transaction when they become available. Investors should read Golden’s proxy statement and VICI’s prospectus carefully before making any voting or investment decisions when they becomes available before making any voting or investment decisions. Investors may obtain free copies of these documents from VICI and Golden.\n<\/p>\n \nPress Release Category: Transactions\n<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20251106806537\/en\/<\/a><\/span><\/p>\n Investor Contacts: \nOr\n<\/p>\n \nDavid Kieske \nMoira McCloskey
\nVICI Properties Inc. (NYSE: VICI) (\u201cVICI Properties\u201d, \u201cVICI\u201d or the \u201cCompany\u201d) announced today that it has entered into an agreement to acquire 100% of the land, real property and improvements of seven casino properties (the \u201cGolden Portfolio\u201d) from Golden Entertainment, Inc. (NASDAQ: GDEN) (\u201cGolden\u201d) for $1.16 billion and to enter into a triple-net master lease (the \u201cGolden Master Lease\u201d) with a newly formed entity that will be owned and controlled by Blake L. Sartini, current chairman and chief executive officer of Golden, which entity will acquire the operating business of Golden in connection with the closing of the transaction (\u201cGolden OpCo\u201d).\n<\/p>\n\n
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Investors@viciproperties.com
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(646) 949-4631\n<\/p>\n
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EVP, Chief Financial Officer
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DKieske@viciproperties.com<\/a><\/p>\n
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SVP, Capital Markets
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MMcCloskey@viciproperties.com<\/a><\/p>\n