Golden Entertainment, Inc. (NASDAQ: GDEN) (Golden Entertainment), an operator of a diversified entertainment platform of gaming and hospitality assets, announced that it entered into a definitive agreement to sell its operating assets to Blake L. Sartini and affiliates (Blake Sartini) and seven of its casino real estate assets to VICI Properties Inc. (NYSE: VICI) (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 US$2.75 for each share of Golden stock held at the closing of the transaction. The US$30 value of consideration at signing represents a 41% premium to Golden’s closing share price on November 5, 2025. 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. The transaction is expected to close in mid-2026 subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of Golden stockholders.
Latham & Watkins LLP represents the independent committee of Golden’s board of directors in the transaction with a corporate deal team led by Los Angeles partners Steven Stokdyk and Brian Duff, with associates Mark Goshgarian, Elena Burns, Joy Chen, Diana Chung, and Shayna Servillas and assistance from Stephen Oh and Irena Huang. Advice was also provided on securities matters by Washington, D.C. partner Michele Anderson; on litigation matters by San Diego partner Colleen Smith, with associate Anthony Sarna;* on tax matters by Los Angeles partner Ana O’Brien, Bay Area partner Katharine Moir, and Los Angeles counsel William Kessler; on finance matters by San Diego partners Brett Rosenblatt and Bryan Monson and San Diego counsel Achraf Farraj, with associate Jessica Lietz; on intellectual property matters by Orange County counsel David Kuiper, with associate Azzam Chaudhry; on data privacy and cybersecurity matters by Bay Area partner Heather Deixler, with associate Zac Alpert; on real estate matters by San Diego partner James Mann, with associate David Rao; on executive compensation, employment, and benefits matters by San Diego partner Holly Bauer, with associate Peter Dalmasy; on environmental matters by Los Angeles partner Aron Potash, with associate Tal Carmeli; and on public company representation matters by San Diego partner Ann Buckingham.
*Admitted to practice in Illinois and Delaware only.
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