Golden Entertainment shareholders have given a loud yes to a plan that will take the Las Vegas–based casino operator private and hand the real estate of seven Nevada properties to VICI Properties in a $1.16 billion sale‑leaseback deal. At a special March 31 meeting, investors cast roughly 20.4 million votes in favor of the transaction, about 208,000 against, with some 20,000 abstentions, easily clearing a key hurdle for the take‑private. If regulators sign off and other conditions are met, Golden will come off the Nasdaq board and its casino operations will shift into a Sartini‑led operating company while VICI holds the underlying real estate.
Golden confirmed the shareholder approval in a company release and said the transactions are expected to close in the second quarter of 2026, subject to regulatory approvals and customary closing conditions, according to Business Wire. The company plans to file certified voting results on a Form 8‑K; those tallies — 20,430,245 for, 208,131 against and 20,158 abstentions — were posted in that filing and summarized by Minichart. In total, almost 78% of outstanding shares were represented in person or by proxy, a turnout that leaves little doubt where most investors stand.
What VICI Is Buying
VICI Properties is set to pick up the land, buildings and improvements on seven Golden assets: The STRAT Hotel, Casino & Tower at the north end of the 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 the Pahrump Nugget Hotel & Casino along with Lakeside Casino & RV Park in Pahrump. Together, those properties bring roughly 362,000 square feet of gaming space and more than 6,000 hotel rooms into VICI’s orbit, according to VICI Properties. Golden CEO Blake Sartini called the move “the right next step in our evolution to a private company,” according to VICI’s announcement.
Deal Structure And The Lease
The agreement is structured as a $1.16 billion sale‑leaseback. VICI will acquire the real estate, while Golden OpCo, an operating company controlled by Sartini, will lease the properties under a 30‑year triple‑net master lease that includes four additional five‑year renewal options. The lease opens with $87.0 million in annual rent and features a 2% yearly rent escalation beginning in Lease Year 3. VICI pegged the transaction at an initial going‑in capitalization rate of roughly 7.5% and said it expects the deal to be immediately accretive to AFFO, according to Business Wire.
Shareholder Consideration And The Take‑Private
For Golden shareholders, the consideration is a mix of stock and cash. Each Golden share will convert into 0.902 newly issued VICI common shares, plus a $2.75 per‑share cash payment funded by an affiliate of the operating buyer. Those terms are detailed in proxy materials filed with the SEC. The same filings note that Golden will no longer be publicly held once the transaction closes and that its shares will be delisted from Nasdaq, with closing targeted for mid‑2026, pending the usual roster of approvals and conditions, according to SEC filings.
What This Means For Las Vegas
Golden currently runs eight casinos and roughly 72 PT’s‑branded taverns across Nevada. Under the new structure, the company splits into a classic landlord‑tenant setup: VICI will own the dirt and buildings, while the Sartini‑controlled OpCo keeps handling the slots, table games, restaurants and neighborhood taverns. For VICI, the transaction broadens its footprint in the Las Vegas locals scene and adds a sizable new tenant relationship to its portfolio, according to VICI Properties.
Next Steps
The deal still has to clear state gaming commissions and satisfy other customary closing conditions before it is official, and that regulatory scrutiny will be a crucial checkpoint on the way to the parties’ mid‑2026 timeline. On the investor front, Everbay Capital has already pressed Golden’s board for more disclosure and criticized both the bundled nature of the deal and the cash component of the consideration, points highlighted in coverage by RTTNews. Those objections could linger in the background as regulators and the companies work toward closing.
