Ahead of the stock market opening Thursday, Golden Entertainment, Inc. announced that it has entered into definitive agreements to sell its operating assets to Golden CEO Blake L. Sartini and affiliates, and its seven casino real estate assets to VICI Properties Inc. through a sale-leaseback arrangement expected to close mid-2026.
Under the sale-leaseback arrangement, VICI will become Golden’s real estate partner for seven Nevada casino properties — Golden flagship property, The STRAT Hotel, Casino & Tower on the Las Vegas Strip; Arizona Charlie’s Decatur and Arizona Charlie’s Boulder in the Las Vegas locals market; the Aquarius and Edgewater Casino Resorts in Laughlin; and the Nugget Hotel & Casino and Lakeside Hotel & Casino in Pahrump. Golden will continue to own the real estate for Gold Town Casino in Pahrump. Golden Entertainment also operates 72 gaming taverns in Nevada.
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 of $2.75 with proceeds from Blake Sartini for each share of Golden stock held at the closing of the transaction, the company announced.
The $30 per-share value at signing represents a 41% premium to Golden’s closing price on November 5. The company will continue to pay shareholders regular quarterly cash dividends of $0.25 per share through the close of the transaction. The stock closed at $21.23 on Wednesday and jumped up to around $30 within an hour of the announcement in pre-market trading before opening at $29.76.
“I believe this transaction maximizes value for our shareholders by providing a significant premium to our current share price,” Sartini said. “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’s 5,000 employees into the next stage of our evolution as a private company.”
In conjunction with the transaction, VICI will assume and repay up to $426 million 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, as well as any excess debt, fees, and expenses, the company said.
“The acquisition of Golden Entertainment’s 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,” said John Payne, president and chief operating officer of VICI. “We look forward to benefiting from the long-term value of these properties as Nevada continues to grow as one of the nation’s most attractive leisure and entertainment destinations.”
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 company announced.
An Independent Committee of the Board of Directors was formed to evaluate the transaction and provided unanimous approval, recommending that the company’s stockholders approve the definitive agreement and the transactions contemplated thereby, Golden Entertainment announced.
The agreement includes a “go-shop” period, which will run 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,” the company said in a statement. “Golden does not intend to disclose updates on this process unless and until it determines that such disclosure is appropriate or required.”
VICI Properties Inc., an S&P 500 experiential REIT, owns a portfolio that includes Caesars Palace Las Vegas, MGM Grand, and the Venetian Resort Las Vegas — among 93 gaming and entertainment assets across the U.S. and Canada.
Macquarie Capital is serving as the exclusive financial advisor, and Latham & Watkins LLP is serving as legal counsel to the Golden Independent Committee. Santander is serving as the exclusive financial advisor, and Greenberg Traurig LLP is serving as legal counsel to Blake Sartini.
