LAS VEGAS--(BUSINESS WIRE)--Golden Entertainment Inc. (NASDAQ:GDEN) (“Golden” or the “Company”), announced today that it completed its previously announced acquisition of American Casino & Entertainment Properties LLC (“American”), for $850 million from Whitehall Street Real Estate Partners 2007 in a cash and stock transaction.
The acquisition of American Casino & Entertainment Properties LLC brings to Golden Entertainment three properties in Las Vegas including the Stratosphere Casino, Hotel & Tower, Arizona Charlie’s Decatur and Arizona Charlie’s Boulder, as well as the Aquarius Casino Resort in Laughlin. These properties expand and strengthen Golden’s presence in Nevada and the Las Vegas Locals market, while providing the Company with an iconic Las Vegas destination property. Golden now operates 16,000 slot machines, 114 table games and 5,162 hotel rooms across eight casino properties and almost 1,000 distributed gaming locations including the largest branded tavern portfolio in Nevada.
The purchase consideration consisted of $781 million cash and approximately four million shares of Golden Entertainment common stock. Golden financed the cash portion of the transaction and refinanced its existing credit facilities with a new $800 million 1st Lien Term Loan and a $200 million 2nd Lien Term Loan, as well as obtained a new $100 million senior secured revolving credit facility to support the Company’s future organic and strategic growth initiatives.
Blake L. Sartini, Chairman and Chief Executive Officer of Golden Entertainment, commented, “This acquisition of four leading Southern Nevada properties significantly increases our operational scale and perfectly complements our existing operations. Our new properties and existing businesses are well positioned to grow as they benefit from Nevada’s continued economic strength, particularly in the Las Vegas market. In addition, we have the ability to develop approximately 15 acres of excess real estate surrounding the Stratosphere, which we believe has enormous long-term potential. We look forward to quickly integrating the American operations and welcoming their guests and team members to the Golden family.”
Charles Protell, Chief Financial Officer of Golden, added, “The addition of the American properties to our portfolio firmly establishes Golden as a leading Nevada-focused regional gaming company with expected 2017 pro forma net revenues and adjusted EBITDA of $847 million and $180 million, respectively, which includes $18 million of estimated run-rate synergies. We believe that our expanded asset base, strong operating discipline and ability to quickly realize synergies will result in increased free cash flow, allowing us to reduce leverage as well as reinvest in our existing businesses and new growth opportunities.”
About Golden Entertainment, Inc.
Golden Entertainment, Inc. owns and operates gaming properties across two divisions – resort and casino operations and distributed gaming. The Company operates approximately 16,000 gaming devices, 114 table games, 5,162 hotel rooms, and provides jobs for more than 7,200 team members. Golden Entertainment owns eight casino resorts – seven in Southern Nevada and one in Maryland. Through its distributed gaming business in Nevada and Montana, Golden Entertainment operates video gaming devices at nearly 1,000 locations and owns nearly 60 traditional taverns in Nevada. The Company is licensed in Illinois to operate video gaming terminals. Golden Entertainment is focused on maximizing the value of its portfolio by leveraging its scale, leadership position and proven management capabilities across its two divisions. For more information, visit www.goldenent.com.
Non-GAAP Measures
Adjusted EBITDA is a non-GAAP financial measure. The Company defines “Adjusted EBITDA” as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, preopening expenses, acquisition and merger expenses, class action litigation expense, share-based compensation expenses, executive severance and sign-on bonuses, impairments and other gains and losses. This information is not meant to be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. In addition, other companies in the gaming industry may calculate Adjusted EBITDA differently than the Company does.
Forward-Looking Statements
This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements can generally be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “should,” “think,” “will,” “would” and similar expressions, or they may use future dates. Forward-looking statements in this press release include, without limitation, statements regarding: the benefits of the transaction; estimated future financial and operating results, including the pro forma combined companies’ 2017 net revenues, 2017 adjusted EBITDA and estimated run-rate synergies, and increases in free cash flow; the Company’s ability to quickly realize synergies from the transaction; and the Company’s plans, objectives, expectations and intentions. It is important to note that the Company’s goals and expectations are not predictions of actual performance. These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. Factors that could cause actual results to differ include, among other things: the effects of disruption caused by the transaction making it more difficult for the Company to execute its operating plan effectively or to maintain relationships with employees, vendors and other business partners; delays in realizing or failure to realize the anticipated cost savings, synergies and other benefits of the transaction; the Company’s ability to successfully integrate American’s businesses, and other acquired businesses; changes in national, regional and local economic, political and market conditions; legislative and regulatory matters (including the cost of compliance or failure to comply with applicable laws and regulations); increases in gaming taxes and fees in the jurisdictions in which the Company operates; litigation; increased competition; the Company’s ability to renew its distributed gaming contracts; reliance on key personnel (including our Chief Executive Officer, Chief Operating Officer and Chief Strategy and Financial Officer); the level of the Company’s indebtedness and the Company’s ability to comply with covenants in its debt facilities; terrorist incidents; natural disasters; severe weather conditions; the effects of environmental and structural building conditions; the effects of disruptions to the Company’s information technology and other systems and infrastructure; factors affecting the gaming, entertainment and hospitality industries generally; and other risks and uncertainties discussed in the Company’s filings with the SEC, including the “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. The Company undertakes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.
