GOLDEN ENTERTAINMENT, INC. (NASDAQ:GDEN) Files An 8-K Regulation FD Disclosure
Item7.01
| Regulation FD Disclosure |
On June12, 2017, Golden Entertainment, Inc. (Golden or the
Company) issued a Press Release announcing that it has entered
into a membership interest purchase agreement with the owners of
American Casino Entertainment Properties, LLC, a Delaware limited
liability company (American), to which Golden has agreed to
acquire all of the outstanding equity interests of American (the
Transaction). A copy of the Press Release is attached as Exhibit
99.1 and is incorporated herein by reference. The aggregate
consideration to be paid by Golden for the Transaction is $850
million, consisting of $781 million in cash and 4,046,494 shares
of Golden common stock. The consummation of the Transaction is
subject to the approval of applicable gaming authorities, the
expiration of the applicable Hart-Scott-Rodino waiting period and
other customary closing conditions, and is expected to close by
the end of 2017.
The Company received committed financing for the Transaction from
JPMorgan Chase Bank, N.A., Credit Suisse, Macquarie Capital, and
Morgan Stanley Co. LLC. The completion of the Transaction is not
subject to a financing contingency.
The Company also prepared an investor presentation, a copy of
which is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
The information contained in, or incorporated into, this
Item7.01, including Exhibits 99.1 and 99.2 attached hereto, is
being furnished and shall not be deemed filed for purposes of
Section18 of the Securities Exchange Act of 1934 nor shall it be
deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934
except as may be expressly set forth by specific reference in
such filing.
Forward-Looking Statements
This Current Report on Form 8-K and Exhibits 99.1 and 99.2
attached hereto contain forward-looking statements regarding
future events and our future results, including statements
regarding the proposed transaction and the ability to consummate
the proposed transaction, 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 report and its exhibits include, without
limitation, statements regarding: the planned completion of the
Transaction; the benefits of the Transaction; estimated future
financial and operating results, including the Companys,
Americans and the pro forma combined companies 2017 net
revenues, 2017 EBITDA and run-rate synergies, and the expected
accretive effect of the Transaction on the Companys operating
results including its cash flows and earnings per share; the
Companys plans, objectives, expectations and intentions; and the
expected timing of completion of the Transaction. It is important
to note that the Companys 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 ability
to obtain required regulatory approvals for the Transaction
(including the approval of gaming and antitrust authorities
necessary to complete the Transaction), the timing of obtaining
such approvals and the risk that such approvals may result in the
imposition of conditions that could materially adversely affect
the Company, American and the expected benefits of the
Transaction; the risk that a condition to closing of the
Transaction may not be satisfied on a timely basis or at all, the
failure of the Transaction to close for any other reason and the
risk of liability to the Company in
connection therewith; access to available financing (including
financing for the acquisition) on a timely basis and on
reasonable terms; 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; failure to
realize the anticipated cost savings, synergies and other
benefits of the Transaction; stockholder litigation in connection
with the Transaction; the Companys ability to successfully
integrate Americans 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 Companys 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
Companys indebtedness and the Companys 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 Companys information technology and other
systems and infrastructure; factors affecting the gaming,
entertainment and hospitality industries generally; and other
risks and uncertainties discussed in the Companys filings with
the SEC, including the Risk Factors section of the Companys
Annual Report on Form 10-K for the year ended December31, 2016.
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
report and its exhibits are qualified in their entirety by this
cautionary statement.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release, dated June12, 2017. | |
| 99.2 | Investor Presentation. |
About GOLDEN ENTERTAINMENT, INC. (NASDAQ:GDEN)
Golden Entertainment, Inc., formerly Lakes Entertainment, Inc. is a gaming company. The Company focuses on distributed gaming, including tavern gaming, and casino and resort operations. The Company’s segments include Distributed Gaming, Casinos, and Corporate and Other. The Distributed Gaming segment involves the installation, maintenance and operation of gaming devices in certain non-casino locations, such as grocery stores, convenience stores, restaurants, bars, taverns, saloons and liquor stores, and the operation of traditional, branded taverns targeting local patrons, primarily in the greater Las Vegas, Nevada metropolitan area. The Casinos segment includes the operations of Rocky Gap Casino Resort (Rocky Gap) in Flintstone, Maryland, and approximately three casinos in Pahrump, Nevada, including Pahrump Nugget Hotel Casino (Pahrump Nugget), Gold Town Casino, and Lakeside Casino & RV Park. Its tavern brands include PT’s Pub, PT’s Gold, PT’s Place, Sierra Gold and Sean Patrick’s.