EVERBAY CAPITAL RELEASES FOLLOW-UP LETTER TO GOLDEN ENTERTAINMENT'S BOARD OF DIRECTORS, EXPRESSING SIGNIFICANT CONCERNS ABOUT THE ANNOUNCED TRANSACTIONS

Believes that the RemainCo sale price of $2.75 per share is woefully inadequate, apparently valuing the company's casino operations and tavern business at a fraction of where it should trade, let alone be sold for.

Views the RemainCo sale as an opportunistic attempt by the CEO to take advantage of company's stock price hitting a 4-year low to purchase the RemainCo at a deeply discounted price, financed by the sale of the Company's valuable real estate. 

Expresses the view that Golden would likely trade at a significantly higher share price today had the Board sold the real estate without selling RemainCo. 

Calls on the Board and all parties to the Master Transaction Agreement to expeditiously provide important disclosures and make certain changes to the agreement to give Golden shareholders the chance of a better outcome.

PR Newswire

NEW YORK, Nov. 13, 2025 /PRNewswire/ -- Today, Everbay Capital LP ("Everbay"), a New York-based alternative investment management firm, which manages funds which have been shareholders of Golden Entertainment Inc. (NASDAQ:GDEN), a Minnesota corporation (the "Company"), since 2021, released a new letter to the Company's Board of Directors, following up on the letter it sent last week. In the new letter, Everbay expresses significant concerns regarding the transactions announced last week, including the sale of the company's casino real estate to Vici Properties Inc. (NYSE:VICI) and the sale of the company's casino operations and tavern business ("RemainCo") to the company's Chairman & CEO, Blake L. Sartini (the "Transactions"). Everbay further clarifies that while the press release containing its initial letter to the Board of Directors dated November 6^th, 2025 was coincidentally released to the public nearly concurrently with the company's announcement of the Transactions, the letter and press release were written and approved for release before the Transactions were announced, and without knowledge of the Transactions. 

Please find the full text of the new letter below.

November 13^th, 2025

Board of Directors

Golden Entertainment, Inc.

6595 South Jones Blvd.

Las Vegas, NV 89118

Attn:

Blake L. Sartini

Andy H. Chien

Ann D. Dozier

Mark A. Lipparelli

Terrence L. Wright

Members of the Board of Directors (the "Board," or "you") of Golden Entertainment, Inc., a Minnesota corporation ("Golden" or the "Company"):

Everbay Capital LP ("Everbay," "we" or "us") is a New York-based alternative investment management firm founded in 2020 with a value-oriented approach. Funds managed by Everbay have been shareholders of Golden since 2021 and currently have a substantial long position, as a percentage of fund assets, in the Company's common stock. 

We are writing to follow up on the letter we sent you last week, and to express our concerns regarding the transactions announced last week, including the sale of Company's casino real estate to Vici Properties Inc. (NYSE:VICI)("Vici") and the sale of the company's casino operations and tavern business ("RemainCo") to the Company's Chairman & CEO, Blake L. Sartini (the "Transactions"). We would also like to clarify that while the letter we sent you last week was coincidentally made public nearly concurrently with the Company's announcement of the Transactions, we obviously wrote the letter and accompanying press release (and approved them for release) before the Transactions were announced, and without knowledge of the Transactions. 

We have a number of objections to the Transactions and ask for your consideration of these issues. We request that you make the disclosures and take the actions suggested below.

We would like to express the following objections to the transaction, which we discuss in further detail below:

1. The price of $2.75 per share for RemainCo is woefully inadequate, valuing RemainCo at a mere 1.1x EBITDA. This price is a small fraction of where we think RemainCo would trade as a public company and is an even bigger discount to where we think RemainCo could potentially be sold in a fair and open sale process.
2. By bundling the real estate sale and the RemainCo sale into a single transaction agreement, the Board is functionally forcing shareholders to accept this woefully inadequate price for RemainCo as a condition for selling the real estate. There is no logical reason for these two transactions to be bundled. 
3. The Transactions appear to be strategically timed to justify selling RemainCo to Blake Sartini at a heavily discounted price based on the idea that shareholders are receiving a premium, as it was announced 2 days after Golden's stock price hit a 4-year low.
4. The Company has provided inadequate disclosure for us to evaluate whether the Board ran a full sale process for RemainCo prior to agreeing to sell it to Blake Sartini at an apparently discounted price. We call on the Board to provide disclosure on this issue.
5. The go-shop period is too short and is not a substitute for the full and open sale process that should have occurred for RemainCo. The presence of a signed management buyout is likely to chill bidder engagement during the go-shop period, as prospective buyers will understand that they will be treated as a hostile interloper trying to break up an attractive deal for the CEO.
6. We are concerned about the possibility that the Board bundled the RemainCo sale and the real estate sale into a single transaction agreement in order to provide a justification for rejecting any superior bids for RemainCo that may emerge during the go-shop period on the basis that they don't contain an alternative transaction for the real estate. 
7. The termination fee payable in the event that the transaction agreement is terminated during the go-shop period due to a Superior Proposal, 25% of which is payable to Blake Sartini, is likely to further inhibit buyer interest and is completely unjustified given how unattractive Blake Sartini's transaction is for shareholders.
8. The transaction announcement and voting agreement seems to contemplate Blake Sartini being able to vote his shares in favor of the sale of RemainCo to himself at a fire-sale price.
9. The fact that Blake Sartini has a debt financing commitment from Santander for the cash purchase price implies that his only equity in the transaction may be rolling his existing 25% stake and further provides support for the concept that the RemainCo deal price is too low. 
10. The merger announcement press release does not make clear whether the company's 62 acres of excess land are being purchased by Blake Sartini or Vici. If they are part of the RemainCo transaction, we estimate that it would allow Blake Sartini to effectively create the casino operations and tavern business at 0.3x EBITDA. 

We believe the purchase price of $30 per share¹ contemplated by the Transactions drastically undervalues the Company, to the point where we have to question whether the special committee takes its fiduciary responsibility to all shareholders seriously, since it appears to have advanced the interests of Blake L. Sartini at the expense of the unaffiliated shareholders. In the letter that we sent you last week, we proposed that the company sell its real estate by running a competitive process between the two likely buyers, Vici and Gaming & Leisure Properties, Inc. (NASDAQ:GLPI)("GLPI") in order to attain the highest price, and then subsequently explore strategic alternatives for RemainCo. We estimated that the real estate could be sold at a price that after repaying all of the Company's debt, would enable shareholders to receive a special dividend of at least $30 per share, while retaining ownership of RemainCo, which we conservatively estimated would be worth $12 per share in the public market, or potentially more in the M&A market. Thus, we posited that shareholders could conservatively realize total value per share of at least $42. We suggested that the company run a two-step process, first selling the real estate, and then subsequently exploring strategic alternatives for RemainCo, as we saw no logical reason for these two transactions to be tied together. We further stated that in any sale of RemainCo, it should be shopped to any and all potential buyers and that insider bidders should not be given special treatment. While we had no knowledge of the Transactions, we feared that with the stock trading at a drastic discount to real estate value, Blake Sartini would seek to effectively use the sale of the real estate as financing for himself to take RemainCo private at a discounted price, justifying the transaction by the fact that shareholders would be receiving a premium to the company's extremely undervalued stock price, which hit a four-year low two days before the announcement of the Transactions.

Unfortunately, it appears that our fears were well-founded. The Board sold the entire Company (including the real estate and RemainCo) for $30 per share, equivalent to our estimate of the real estate value alone (net of debt). Making matters worse, the Board has essentially gifted RemainCo to Blake Sartini at an egregiously cheap price of $2.75 per share, which appears to value RemainCo at 1.1x EBITDA², which I believe any sophisticated businessperson with knowledge of the gaming industry would recognize as an unattractive multiple. As we discussed in our initial letter, we believe that Boards should look to maximize long-term value for shareholders. It is hard to imagine that selling RemainCo for 1.1x EBITDA represents the highest value that could be attained by shareholders in the long-term, or in the short-term for that matter.

We cannot identify a single gaming OpCo transaction that has a multiple anywhere near 1.1x. A relevant indicator of the current M&A market for gaming OpCos is MGM's sale of the operations of MGM Northfield Park to Clairvest Group Inc. (TSX:CVG) at a 6.6x EBITDA multiple³, which was announced on October 16^th, 2025. A 6.6x multiple implies a value for RemainCo of $15.80 per Golden share⁴, 474% higher than the $2.75 per share that you propose to sell RemainCo to Blake Sartini for. Golden's operations arguably deserve a higher multiple than MGM Northfield Park's operations, given the strong long-term demographic trends in Southern Nevada. We call on you to disclose your valuation analysis whereby you concluded that $2.75 per share is an attractive price for RemainCo. 

You may argue that shareholders should be happy that the transaction delivers a 41% premium. This argument ignores the fact that you could have delivered much more value, in our opinion, by simply selling the real estate without selling RemainCo. We estimate that if you had sold the real estate (net of debt) to Vici for roughly $27 per share but not sold RemainCo, shareholders might have a stock trading at $39 today ($27 per share for the real estate + $12 of RemainCo value per share) instead of it trading roughly at the $30⁵ deal price. We believe that you could have sold the real estate at any point in the last four years at a valuation close to, if not greater than the price at which you sold it to Vici for. It thus appears that the Transaction was strategically timed for Blake Sartini to take advantage of the stock price hitting a 4-year low (two days before the Transactions were announced) in order to allow him to purchase RemainCo at a shockingly cheap price. 

You might argue that you sold RemainCo at the same time as the real estate because you didn't want Golden to be a small cap public OpCo, given the drawbacks of the OpCo business model. We do not believe this is a valid argument. We understand the drawbacks of the OpCo business model, nevertheless, we don't believe that such drawbacks should be used as an excuse to sell a company for $2.75 per share that would likely trade at $12 per share or more in the public market. Simply put, there is no reason why the real estate sale and the RemainCo sale had to occur at the same time. 

Even if the Board somehow concluded that it must sell RemainCo at the same time as the real estate, it should have run a full process and contacted any and all potential buyers to bid for RemainCo, with a level playing field. We request that the Board immediately disclose to the market whether any other potential RemainCo buyers were contacted prior to the signing of the Master Transaction Agreement ("MTA"). We suspect that the RemainCo was not shopped (just based on the very low sale price) and that you will argue that the inclusion of a "go-shop period" in the MTA is sufficient to test the market. We strongly disagree. Any Board serious about maximizing value for shareholders would have run a full process first and then only entered into a merger agreement with a RemainCo bidder making an attractive bid. It is unclear why any Board would sign an agreement to sell RemainCo at a drastically undervalued price prior to shopping it to other buyers, unless the Board's primary objective was to help that buyer purchase the Company at the drastically undervalued price. 

The go-shop period is insufficient for a number of reasons: (i) The go-shop period lasts only one month, which does not give adequate time for potential buyers to perform due diligence, negotiate a price, and secure financing. (ii) The fact that the company has a signed merger agreement with the CEO as the buyer is likely to chill bidding, as prospective buyers know that they would be treated as a hostile interloper, breaking up a sweetheart deal for CEO, and are thus unlikely to receive fair treatment from a Board which has already shown its allegiance to the interests of the CEO rather than to the interests of the broader shareholder base. (iii) The MTA includes a termination fee of $16.4mm ($0.61 per share), 25% of which is payable to Blake Sartini, if the MTA is terminated during the go-shop period as a result of a Superior Proposal, which reduces the consideration that other bidders could pay to shareholders. (iv) Since the real estate sale and RemainCo sale are contained in a single Master Transaction Agreement, we fear that you will take the view that for any bid for RemainCo to be a Superior Proposal, it must also contain a bid for the real estate. Such a requirement would limit the number of bids for RemainCo, as there may only be one other company willing to pay the same price for the real estate (GLPI) that could partner with a RemainCo bidder. 

We call on the Board to clarify whether a bid for RemainCo at a higher cash price than $2.75 could constitute a Superior Proposal, and whether such a new bidder could effectively step into the shoes of Blake Sartini in the MTA, preserving the real estate transaction with Vici; or whether the Board will take the view that any Superior Proposal must include a bid for both RemainCo and the real estate. We believe the latter view would be unjustified. Given the attractiveness of this deal for Vici, and Golden's lackluster operating results over the last few years under Blake Sartini's leadership, it is likely that Vici would be willing to do the same transaction with other parties operating RemainCo (if requested by Golden). If you take the view that the Vici transaction can only occur with Blake Sartini as the RemainCo buyer, this would be a major additional reason why you should have simply sold the real estate to Vici and not concurrently locked the company into the highly unattractive RemainCo sale. 

We call on the Board to immediately make significant disclosures to provide shareholders with an explanation for its actions and to welcome other prospective RemainCo buyers to engage during the go-shop period by clarifying that such other bidders do not need to include a real estate transaction in their bid, and could likely replace Blake Sartini in the MTA, preserving the Vici transaction. 

Given the serious concerns raised by the Transactions and the brevity of the go-shop period, we call on the Board to make the requested disclosures expeditiously. We do not think that shareholders nor prospective RemainCo buyers should have to wait for the release of the S-4. 

In our initial letter, we argued that in any RemainCo sale process, any insiders seeking to bid for RemainCo should not be given preferential treatment over other bidders by the special committee, and that negotiations between any insiders bidding and the special committee should be on an arms-length basis. It appears the Board has done the opposite and instead sold RemainCo to Blake Sartini at a discounted price, perhaps without running a competitive process. We call on the Board to clarify whether there was any process to shop the RemainCo prior to signing the MTA. 

The press release announcing the Transactions discusses a voting agreement whereby Blake Sartini will vote his shares in favor of the Transactions. Given that Blake Sartini is the RemainCo buyer, we do not believe he should be able to vote his shares to sell RemainCo to himself at a depressed price. Thus, MTA should be amended to require approved of a majority of Golden's unaffiliated shareholders. 

The press release announcing the Transactions notes that Blake Sartini has a financing commitment from Santander to support the cash portion of the purchase price. It thus appears that Blake Sartini may not be putting any equity into the deal other than rolling his existing 25% equity stake. The fact that he's able to buy RemainCo without contributing any cash equity in and of itself implies he's getting a deal that's too good to be true. As you know, lenders generally seek to lend at loan-to-value ratios substantially below 100%. In this instance, it appears that the only capital that would be junior to the Santander loan would be Blake Sartini's rolled equity, valued at a mere $18 million by the transaction⁶. While Santander's loan would be senior to Blake Sartini's $18mm of rolled equity, it would be effectively junior to the $1.16 billion of capital paid by Vici for the real estate, implying a very high loan-to-value ratio. Thus, Blake Sartini's rolled equity does not provide much of an equity cushion at the deal valuation. The fact that Santander was willing to write this debt commitment suggests that this major financial institution understands that the deal valuation is depressed, that RemainCo is in fact worth substantially more than the implied deal value, and that its actual loan-to-value ratio is in fact lower than what the deal valuation implies. 

The press release announcing the transaction does not address whether Golden's 62 acres of excess land is being purchased by Vici or Blake Sartini. In our initial letter, we valued this land at $2 per share⁷. Thus, if the excess land will be part of RemainCo, it would enable Blake Sartini to create the casino operations and tavern business for a mere $0.75 per share, or an enterprise value of $20 million⁸ for a business that is expected to generate $64mm of EBITDA next year⁹, implying a measly 0.3x multiple. We call on the Board to clarify whether these 62 acres of land will be purchased by Vici or Blake Sartini under the MTA. Given the importance of this issue, shareholders should not have to wait for the S-4 filing to get clarity. 

The timing of the Transactions, announced 2 days after Golden's stock price hit a 4-year low, appears opportunistic. It appears that Blake Sartini saw a golden opportunity, based on the Company's depressed stock price which represented a large discount to the Company's real estate value alone, to sell the real estate, and buy RemainCo for a small fraction of fair value, and justify the transaction on the basis that shareholders are receiving a 41% premium. It is unfortunate that the independent committee of the Board seems to have cooperated with this plan, to the detriment of the public shareholders. We ask the Board to clarify how they came to the conclusion that $30 per share is a price that maximizes long-term value. We note that Golden shares have traded at a price over $30 80% of the time over the last 4 years[10], giving long-term shareholders like Everbay plenty of opportunities to sell our shares for over $30. Golden's stock price peaked at over $59 on April 1^st, 2022. We note that Blake Sartini was a substantial seller of Golden stock personally when the stock price was in the $50s during the first half of 2022. If the Board believes that $30 per share is such a great opportunity for shareholders to sell at, why didn't the Board sell the Company when the stock traded at $59 ? A mere 19% premium would have valued the stock at $70 per share, a far better outcome than the $30 that shareholders are being asked by the Board to accept today. The Transactions appear to maximize value for Blake Sartini alone rather than the broader shareholder base. 

Perhaps you will argue that there has been some permanent impairment of the value of the company based on the company's disappointing operating results over the last few years and the softness observed in the Las Vegas Strip market over the last few quarters. Such arguments would conflict with management's statements on most of the company's earnings calls, including second quarter 2025 call, projecting confidence in the long term prospects for the company, noting among other things (i) the attractive demographic trends in Southern Nevada, (ii) the room-night deficit at The Strat compared to 2019, the closing of which would represent a significant EBITDA improvement opportunity, (iii) the attractiveness of the Las Vegas Locals and Laughlin markets, and (iv) the Company's significant excess land portfolio. Any negative long-term outlook for the company that the Board may adopt in order to justify the transaction would also conflict with Vici's positive statements about the outlook for Golden's assets. Vici's investor presentation on this transaction notes that the deal "Diversifies VICI's real estate ownership in Nevada, an attractive gaming jurisdiction due to its stable regulatory environment and low tax rate. The transaction also provides exposure to the Las Vegas Locals market – the 2nd largest gaming market in the U.S. in 2024 by gross gaming revenue – which VICI has long targeted for its consistent and stable growth, strong demographic and demand tailwinds driven by population trends, and high barriers to entry." 

If the Board seeks to use the recent highly publicized softness in the Las Vegas Strip market (a market which only one of Golden's properties is part of) as a justification for selling the company at the time the stock price hit a 4-year low, it would imply that the Board views this weakness as a permanent decline for that market, not a temporary/cyclical issue. Such a view would contrast with commentary from the larger Las Vegas Strip operators Ceasars Entertainment, Inc. (NASDAQ:CZR) and MGM Resorts International (NYSE:MGM) calling for a recovery in that market in 2026. Why wouldn't the Board wait to see if the Las Vegas Strip market does in fact recover in 2026, which might very well result in Golden's stock price trading over $30 on its own, and which would then allow the Board to sell the company at a premium to a much higher price? Or alternatively, why not sell the real estate today and allow shareholders to retain their interest in RemainCo and thereby benefit from a potential recovery in the Las Vegas Strip market next year ? 

The transaction further appears opportunistically timed to benefit Blake Sartini (and coincidentally, Vici) to the detriment of public shareholders based on the market-implied exchange ratio of Golden and Vici's relative stock prices. Since 90% of the value going to Golden's shareholders in the Transactions is in the form of VICI shares (given the minimal cash consideration being paid by Blake Sartini for RemainCo), the Transactions can almost be viewed as an all-stock acquisition of Golden by Vici. Thus, the market-implied exchange ratio (Golden Stock Price / Vici Stock Price) is an important determinant of when might be a good time for Golden to do such a transaction. The market-implied exchange ratio peaked at 2.167 on March 21^st, 2022, and then declined to a 4-year low of 0.665 on November 4^th, 2025¹¹, two days before the transaction was announced, implying that now is perhaps one of the worst times to sell Golden's real estate to Vici for stock. In other words, if Vici were to deliver a similar premium to Golden shareholders in the past, Golden shareholders would have been receiving more Vici shares per Golden share. The transaction exchange ratio of 0.902 is well below the trailing 4-year average market implied exchange ratio of 1.200, further indicating that even with the premium, Golden shareholders are receiving less VICI shares than they likely would have received in such a transaction at most times during the last 4 years. Thus, we ask the Board why they would sell the real estate to Vici in a stock deal at a time when GDEN's stock price relative to VICI's stock price is at historic lows, thereby allowing Vici to buy the real estate and pay a premium by issuing less Vici shares.

Certain industry commentary appears to support our view that this transaction is extremely attractive for Blake Sartini (in our opinion, at the expense of public shareholders). The CEO of another public gaming company that owns its real estate, Full House Resorts, Inc. (NASDAQ:FLL), expressed jealousy of Blake Sartinin on that company's earnings call on the morning of the announcement¹²: 

I looked at the Blake Sartini thing this morning and I'm a little bit jealous. I wouldn't be having this earnings call, if we take the company private, right? That was pretty brilliant. I'm looking forward to seeing what the details are, but in effect he's got a -- he's one of the few companies that still owns a real estate, as are we and he's selling the real estate to a REIT, becoming an OPCO and then he's got a financial commitment from a big bank to pay a cash partner and then he goes private. Boy, that sounds nice. I don't know if we can get there, but boy, that sounds nice.

In summary, we call on the Board (and all parties to the MTA) to take the following actions:

• Expeditiously provide the following disclosures, without waiting for the S-4:
  • Valuation analysis and rationale for selling RemainCo at 1.1x EBITDA
  • Rationale for selling the company at this time, two days after the stock price hit a four-year low
  • Rationale for including the RemainCo sale and real estate sale in a single MTA
  • Whether the Board considered selling the real estate without selling RemainCo at this time, and if so, rationale for selling both at the same time in a single MTA
  • The Board's estimate of where RemainCo would trade as a public company
  • How many prospective RemainCo buyers, if any, were contacted prior to entering into the MTA
  • Whether GLPI was given the opportunity to bid for the real estate, prior to the Company entering into the MTA
  • Whether the company's 62 acres of excess land are part of the Vici transaction or the Blake Sartini transaction 
• Allow shareholders to vote on the real estate and RemainCo transactions separately, so that shareholders could choose to approve the real estate sale but reject the RemainCo sale.
• Make the RemainCo transaction subject to the approval of a majority of Golden's unaffiliated shareholders.
• Amend the MTA to eliminate the termination fee if the transaction is terminated during the go-shop period due to a Superior Proposal.
• Elongate the go-shop period from one month to three months.
• Publicly clarify that during the go-shop period, higher bids for RemainCo could constitute a Superior Proposal even if not bundled with a new bid for the real estate, and that prospective RemainCo bidders could replace Blake Sartini (with Vici's approval, not to be unreasonably withheld) in the existing MTA, thereby preserving the real estate sale. 

Thank you for your consideration of these issues. I would welcome the opportunity to meet with the Board to discuss these concerns.

Best Regards,

Frederick Steindler

Everbay Capital LP

About Everbay Capital LP

Everbay Capital LP is a New York-based, value-oriented alternative investment manager focused on distressed debt, high yield credit and special situation equities. 

Disclaimer

As of the publication of this report, funds managed by Everbay Capital LP have a long position in Golden Entertainment's common stock. Everbay Capital may change its views about its investment position in Golden Entertainment at any time, for any reason or no reason, and at any time may change the form and substance of any of its related or unrelated investment positions. If it does so, it will not be under obligation to inform anyone and will not do so unless required by law. All content in this press releases and the attached letter represent the opinions of Everbay Capital and are for discussion and general information purposes only. Everbay Capital has obtained all information herein from publicly available sources and such information is presented "as is" without any warranty of any kind whether express or implied. All data and other information are not warranted as to completeness or accuracy and reflect Everbay Capital's views as of this date, all of which are accordingly subject to change without notice. 

This document is not intended to be, nor should it be construed as, a marketing or solicitation vehicle for Everbay Capital LP nor any fund managed by Everbay Capital LP, and it is not investment advice, and investment recommendation, nor an offer to buy or sell, nor the solicitation of any offer to buy or sell any securities, including without limitation any interest in a fund managed by and/or associated with Everbay Capital LP. Any offer or solicitation may only be made pursuant to a private placement memorandum, agreement of limited partnership, or similar or related documents, which will only provided to qualified offerees and should be reviewed carefully and in their entirety prior to making or considering an investment in any fund managed by Everbay Capital LP. 

The information contained in this press release and the attached letter may include, or incorporate by reference, forward-looking statements, which would include any statements that are not statements of historical fact. These forward-looking statements may turn out to be wrong and can be affected by inaccurate assumptions, or by known or unknown risks, uncertainties, and other factors. There can be no assurance that forward-looking statements will materialize or that actual results will not be materially different than those presented. 

Please note that this is not a solicitation of authority to vote your proxy, or recommending or encouraging you to vote in a particular way on any matter being voted on by shareholders of Golden Entertainment, Inc. Everbay Capital is not asking for your proxy card and cannot accept your proxy card. Please DO NOT send us your proxy card. We are not able to vote your proxy card, nor does this communication contemplate such an event.

Media Contact: Frederick Steindler [email protected] 

¹ Price of $30 per share is from merger announcement press release and is based on VICI stock price of $30.17 as of 11/5/25.

² Consensus 2026 EBITDA of $151 million (as per Bloomberg LP) less $87 million of rent equals $64 million of RemainCo EBITDA. Purchase price of $2.75 per share and 26.7 million diluted shares outstanding implies an equity value for the transaction of $74 million, which is also equivalent to the enterprise value since Vici is assuming the company's debt. Enterprise value of $74 million divided by EBITDA of $64 million implies a 1.1x multiple. 

³ Source: MGM's 10/16/25 press release announcing this transaction.

⁴ Based on $64mm of estimated RemainCo EBITDA, no net debt at RemainCo, and 26.7 million diluted shares outstanding.

⁵ GDEN stock price closed at $29.73 on 11/12/25.

⁶ $2.75 per share deal price * 26.7 million diluted shares outstanding = $74mm equity value for RemainCo, valuing Blake Sartini's 25% interest in RemainCo at $18 million.

⁷ After-tax value assumes an average value of $1.1 million per acre for the company's 62 acres of excess land, zero cost basis, a 21% tax rate on the resulting gain, and 27.2 million diluted shares outstanding. 

⁸ Based on 26.7 million diluted shares outstanding and no net debt.

⁹ Based on 2026 Bloomberg consensus EBITDA of $151 million less $87 million of rent.

¹⁰ Source: Bloomberg LP. Based on 4-year period from 11/5/21 to 11/5/25.

¹¹ Source: Bloomberg LP

¹² Bloomberg LP's transcript of FLL third quarter earnings call on 11/5/25, slightly edited by Everbay.

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SOURCE Everbay Capital LP