VICI Properties Inc. Announces $1.16 Billion Sale-Leaseback Transaction With Golden Entertainment
- Sale-Leaseback of 7 Gaming Assets Across Nevada –
- Expected to be Accretive to AFFO Per Share Immediately Upon Closing -
- Adds Exposure to Las Vegas Locals Market & 15th Tenant -
- No Reliance on Capital Markets Activity Expected to Complete Transaction -
VICI Properties Inc. (NYSE:VICI) ("VICI Properties", "VICI" or the "Company") announced today that it has entered into an agreement to acquire 100% of the land, real property and improvements of seven casino properties (the "Golden Portfolio") from Golden Entertainment, Inc. (NASDAQ:GDEN) ("Golden") for $1.16 billion and to enter into a triple-net master lease (the "Golden Master Lease") 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 ("Golden OpCo").
The Golden Portfolio includes: The STRAT Hotel, Casino & Tower on the North Las Vegas Strip; Arizona Charlie's Decatur and Arizona Charlie's 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.
The 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.
Strategic Merits
- Adds Exposure to Las Vegas Locals Market: This transaction 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 VICI with exposure to the Las Vegas Locals market, which was the 2nd largest gaming market in the U.S. in 2024 by gross gaming revenue. The Locals market has long been targeted by VICI due to its key characteristics of consistent and stable growth, strong demographic and demand tailwinds driven by population trends, and high barriers to entry.
- Tenant Diversification: Upon closing, Golden OpCo will become VICI's 5th largest tenant by annualized cash rent and 15th tenant overall (pro forma for the acquisition of the operations of MGM Northfield Park by an affiliate of Clairvest Group, Inc., which will become VICI's 14th tenant upon closing of that transaction). VICI continues to focus on diversifying its tenant base with quality, long-term partnerships.
- Strong Operating Partner: Led by Blake L. Sartini, the Golden management team is well tenured with over 30 years of casino operating experience and an established reputation as dynamic operators with a strategic focus on the Nevada gaming landscape. The Golden management team understands and caters to a diversified customer base with both fly-to and drive-in demand, further bolstered by a unified loyalty program, True Rewards.
- Attractive Deal Economics: Attractive 7.5% going-in cap rate for well-located real estate with contractual rent escalation that will contribute to VICI's same-store growth over the long term.
- Expected to be Immediately Accretive to AFFO Per Share: The transaction extends VICI's track record of consistent value creation since its formation in 2017 and is expected to provide immediate accretion to AFFO per share upon closing.
Key Comments
- John Payne, President & COO of VICI Properties: "VICI has sought exposure to the attractive Las Vegas Locals gaming market since our inception, and we are thrilled to acquire seven new assets across the state of Nevada with sticky, durable customer bases. We look forward to initiating a partnership with Golden, having long admired the ability of Blake and the Golden team to operate within the various dynamics of the Nevada gaming market."
- Blake L. Sartini, Chairman & CEO of Golden: "At Golden, we have continued to refine our business in recent years to focus on our core casino and tavern operations in Nevada, and we believe this transaction is the right next step in our evolution to a private company. After many years of watching VICI's success, we are excited to partner with VICI on this important strategic transaction and to explore potential opportunities to grow our company."
- Charles Protell, President & CFO of Golden: "We are grateful for VICI's partnership and creativity in structuring a sale-leaseback transaction that helps us to achieve our shareholders' objectives and unlock significant value in our real estate. We appreciate the significant efforts and expertise that the VICI management team brought to the table to execute this transaction."
Pursuant 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's common stock based on VICI's 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's 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.
The 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.
Deutsche Bank Securities Inc. is acting as VICI's financial advisor, and Hogan Lovells US LLP and Herbert Smith Freehills Kramer LLP are serving as legal advisors to VICI.
About VICI Properties
VICI Properties Inc. is an S&P 500® 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' 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.
About Golden
Golden 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.
Forward-Looking Statements
This 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 "assumes," "believes," "estimates," "expects," "guidance," "intends," "plans," "projects," "will," 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's control and could materially affect actual results, performance, or achievements. Other important risk factors that may affect the Company's business, results of operations and financial position (including risks relating to the Company's pending transactions) are detailed from time to time in the Company's 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.
Additional Information about the Proposed Transaction and Where to Find It
In 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. 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.
No Offer or Solicitation
This 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.
Participants in the Solicitation
Golden 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.
Press Release Category: Transactions
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