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Golden Entertainment to acquire American Casino & Entertainment Properties

15 June 2017

(PRESS RELEASE) -- Golden Entertainment Inc., announced today that it has entered into a definitive agreement to acquire American Casino & Entertainment Properties LLC, which owns three properties in Las Vegas, including the Stratosphere Casino, Hotel & Tower, Arizona Charlie's Decatur and Arizona Charlie's Boulder, as well as its fourth property, the Aquarius Casino Resort in Laughlin. American is expected to generate approximately $413 million of net revenues and $103 million of EBITDA in 2017, and Golden expects to achieve approximately $18 million of annual run-rate synergies post-closing. The purchase price of $850 million includes working capital cash estimated to be approximately $28 million at closing.

The purchase consideration will consist of $781 million cash, plus approximately four million shares of Golden stock issued to American's current owner, Whitehall Street Real Estate Partners 2007, a real estate private equity fund managed by the Merchant Banking Division of Goldman Sachs. The number of shares issued to Whitehall was determined based on Golden's 10-day volume weighted average price of $17.05 as of 9 June 2017. Upon closing, Whitehall will own approximately 15% of Golden's diluted shares outstanding. The transaction is expected to be immediately accretive to Golden's operating results, increasing free cash flow and earnings per share significantly. Based on American's estimated 2017 EBITDA, the acquisition represents an 8.0x pre-synergies multiple and a 6.8x post-synergies multiple.

Upon completion of the transaction, Golden will operate over 15,800 slot machines, 114 table games and more than 5,100 hotel rooms across eight casino properties and almost 1,000 distributed gaming locations, including the largest branded tavern portfolio in Nevada. Pro forma for the completion of the transaction, the combined company would generate approximately $847 million of net revenues in 2017 and approximately $180 million of EBITDA in 2017, including $18 million of estimated run-rate synergies.

The transaction is not subject to a financing condition. Golden has received committed financing totaling $1.1 billion from JPMorgan Chase Bank, N.A., Credit Suisse, Macquarie Capital and Morgan Stanley & Co. LLC to fund the cash consideration as well as to refinance Golden's existing credit facilities. The financing commitment includes a $100 million revolving credit facility to support Golden's future organic and strategic growth initiatives.

Blake L. Sartini, Chairman and Chief Executive Officer of Golden, commented, "This is a transformational event for our Company, creating a significant gaming portfolio centered around Nevada-based casinos that, in addition to our Pahrump properties, will include two well-known Las Vegas locals casinos, a destination resort in Laughlin and the iconic Stratosphere property on the Las Vegas Strip. Our market-leading distributed gaming businesses in Nevada and Montana, as well as our Casino Resort in Maryland, present several opportunities to cross-market and promote these new assets that we welcome to the Golden family. As with our existing businesses, we believe the American properties are poised to benefit tremendously from anticipated continued economic growth in Nevada, particularly from the continued strength in the Las Vegas market."

Mr. Sartini further stated, "The American properties represent an ideal complement to our existing operations as they strengthen our presence in the Las Vegas locals market while providing us with an iconic destination property on the Las Vegas Strip. Our proven strategy of focusing on guest service, quality food and beverage offerings and effective player marketing will complement the strong existing operations currently at all of American's properties. In addition, given the recent investment activity focused on the north end of the Las Vegas Strip, we see future potential to develop the approximately 15 acres of excess real estate surrounding the Stratosphere. This acquisition supports our goals for growth in many ways, including the potential to use our increased free cash flow and financial scale to pursue distributed gaming opportunities in existing or potential new markets."

Charles Protell, Chief Financial Officer of Golden, concluded, "This transaction significantly increases the size of our operations and allows us to access the capital markets more efficiently while enhancing our ability to further expand our leading presence in distributed gaming. At closing, we anticipate our funded total debt to be approximately $1 billion, resulting in a net leverage ratio of less than 5.5x. Post-closing, we anticipate leverage will be reduced by operating cash flow of the combined businesses. In addition, we expect that our new credit facility will provide us with the flexibility and liquidity to pursue future organic and strategic opportunities.

"With the acquisition of American, we will improve our position to benefit from Nevada's strong economic trends, which are driving gaming, room and F&B revenues on the Las Vegas Strip, in the Las Vegas locals and in other Nevada gaming markets. Despite the significance of our Nevada casino portfolio after closing this transaction, we intend to continue to invest in the expansion of our industry leading distributed gaming business including our planned tavern developments in Las Vegas as well as our pursuit of potential distributed gaming operations in new jurisdictions."

The transaction is subject to customary regulatory approvals and is expected to close by the end of 2017.

J.P. Morgan Securities LLC, Credit Suisse, Macquarie Capital, and Morgan Stanley & Co. LLC are acting as co-financial advisors and Latham & Watkins LLP is acting as legal counsel to Golden in connection with the proposed transaction. Macquarie Capital has also provided a Fairness Opinion to Golden's board of directors in connection with the transaction. Goldman Sachs & Co. LLC is acting as financial advisor to American and Sullivan & Cromwell LLP is acting as its legal counsel.

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