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Golden Entertainment (GDEN) investor relations material
Golden Entertainment Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Executive summary
A special meeting will be held to vote on a Master Transaction Agreement involving a complex restructuring, sale, and merger, resulting in shareholders receiving cash and VICI Properties Inc. stock in exchange for their shares.
The transaction includes a pre-closing restructuring, sale of operating assets to OpCo Buyer, and a merger with VICI’s subsidiary, with a fixed exchange ratio and a $2.75/share cash distribution.
The Independent Committee, comprised of disinterested directors, unanimously recommends approval, citing a 41% premium to the pre-announcement share price and a fairness opinion from Macquarie Capital.
If approved, Golden shareholders will receive 0.902 VICI shares per Golden share and $2.75 in cash, with the transaction expected to close in mid-2026.
If not approved, Golden remains independent, and may owe up to $37 million in termination fees under certain conditions.
Voting matters and shareholder proposals
Shareholders will vote on: (1) the Transaction Proposal (adoption of the Master Transaction Agreement), (2) the Advisory Compensation Proposal (non-binding vote on executive compensation related to the transaction), and (3) the Adjournment Proposal (to adjourn the meeting if more votes are needed).
Approval of the Transaction Proposal requires a majority of outstanding shares; the other proposals require a majority of votes cast.
The Sartini family and related trusts, holding ~25.7% of shares, have entered into a voting agreement to support all proposals.
Board of directors and corporate governance
The Independent Committee, formed in September 2025, had full authority to negotiate and recommend the transaction, and was advised by Macquarie Capital and Latham & Watkins.
All directors and executive officers (owning ~29% of shares) intend to vote in favor of the transaction.
The board considered strategic alternatives, including sale-leasebacks and other bidders, but determined the VICI/OpCo Buyer deal was most favorable.
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