Golden Entertainment Shareholders Approve $1.16B Take-Private Deal

Las Vegas casino operator Golden Entertainment is set to go private after shareholders voted overwhelmingly in favor of a major restructuring deal.

At a special meeting on March 31, approximately 20.4 million votes were cast in favor, against just 208,131 opposed, with 20,158 abstentions.

The transaction will hand the company's operational controls to CEO and Board Chair Blake Sartini. It will also transfer seven Nevada casino properties to real estate investment trust VICI Properties in a $1.16 billion sale-leaseback arrangement. Closing is expected in Q2 2026.

Shareholder Vote Passes with Overwhelming Majority

Nearly 78% of outstanding shares were represented at the special meeting, either in person or by proxy. Three proposals were put to shareholders, all of which passed with overwhelming majorities.

The main proposal, adopting the master transaction agreement, drew the largest support. A secondary proposal on executive compensation connected to the transaction drew stronger opposition, with 2.3 million votes against, but still passed. The company filed the vote results on Form 8-K with the SEC. Once the deal closes, Golden Entertainment will be delisted from Nasdaq and de-registered under the Securities Exchange Act of 1934.

VICI Properties to Acquire Seven Nevada Casino Assets

Under the sale-leaseback structure, VICI Properties will acquire the real estate of seven Golden Entertainment casino assets. These include 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; Aquarius Casino Resort and Edgewater Hotel & Casino in Laughlin; and Pahrump Nugget Hotel & Casino and Lakeside Casino & RV Park in Pahrump.

Golden will retain the real estate for Gold Town Casino in Pahrump and continues to operate 72 gaming taverns in Nevada. VICI will lease the seven properties to Golden's operating company under a 30-year triple-net master lease, with four additional five-year renewal options. The lease begins at $87 million in annual rent, with a 2% yearly escalation from Lease Year 3.

How the $30-Per-Share Payout Is Structured

The transaction values Golden Entertainment at $30 per share, representing a 41% premium over its November 5 closing price.

Each shareholder will receive approximately 0.902 newly issued VICI common shares, plus $2.75 per share in cash from the sale of operating assets.

"I believe this transaction maximizes value for our shareholders by providing a significant premium to our current share price," Sartini said when the deal was first announced in November 2025. Closing remains subject to regulatory approval and other customary conditions.