Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 13, 2023

________________________________________

GOLDEN ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

________________________________________


Minnesota	000-24993	41-1913991
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
6595 S Jones Boulevard
Las Vegas, Nevada		89118
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 893-7777

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	GDEN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 13, 2023, Golden Entertainment, Inc. (the “Company”) completed the sale of its distributed gaming operations in Montana to J&J Ventures Gaming of Montana, LLC (“J&J Montana”) and J&J Ventures Gaming, LLC (“J&J Ventures”) for aggregate cash consideration of $109 million, subject to adjustments, pursuant to the previously announced Membership Interest Purchase Agreement (the “Montana Purchase Agreement”) entered into among the Company, J&J Montana and J&J Ventures on March 3, 2023, plus purchased cash, comprised of cash and cash equivalents related to such operations at the time of closing.

The Company’s proposed sale of its distributed gaming operations in Nevada to J&J Ventures Gaming of Nevada, LLC (“J&J Nevada”) pursuant to the previously announced Membership Interest Purchase Agreement (the “Nevada Purchase Agreement” and, together with the Montana Purchase Agreement, the “Purchase Agreements”) entered into between the Company and J&J Nevada on March 3, 2023 remains pending, subject to satisfaction of customary closing conditions, including receipt of gaming regulatory approvals.

The foregoing descriptions of the Purchase Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreements, copies of which were filed as Exhibit 2.1 and Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2023, and are incorporated herein by reference.

On September 13, 2023, the Company issued a press release captioned “Golden Entertainment Completes Sale of Montana Distributed Gaming Operations.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


(d)						Exhibits

99.1						Press Release issued by Golden Entertainment, Inc., dated September 13, 2023.

104						The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	GOLDEN ENTERTAINMENT, INC.
	(Registrant)

Dated: September 13, 2023		/s/ Charles H. Protell
		Name:	Charles H. Protell
		Title:	President and Chief Financial Officer

Exhibit 99.1

GOLDEN ENTERTAINMENT COMPLETES SALE OF MONTANA DISTRIBUTED GAMING OPERATIONS

LAS VEGAS – September 13, 2023 – Golden Entertainment, Inc. (NASDAQ: GDEN) (“Golden Entertainment” or the “Company”) announced today that it completed the previously disclosed sale of its distributed gaming operations in Montana (“Montana Distributed Gaming Operations”) to J&J Ventures Gaming, LLC (“J&J Gaming”). Pursuant to the terms of the purchase agreement entered into among Golden Entertainment, J&J Gaming and the other parties thereto, J&J Gaming acquired Golden Entertainment’s Montana Distributed Gaming Operations for aggregate cash consideration of approximately $109 million, subject to customary working capital adjustments, plus purchased cash (comprised of cash and cash equivalents related to such operations at the time of closing) of approximately $5 million. The Company’s previously disclosed sale of its Nevada distributed gaming operations to J&J Gaming remains pending, subject to satisfaction of customary closing conditions, including receipt of gaming regulatory approvals.

Latham & Watkins LLP acted as a legal counsel to Golden Entertainment in connection with this transaction.

About Golden Entertainment

Golden Entertainment owns and operates a diversified entertainment platform, consisting of a portfolio of gaming and hospitality assets that focus on casino, branded taverns, and distributed gaming operations. Golden Entertainment operates over 12,000 slots, over 100 table games, and over 6,000 hotel rooms. Golden Entertainment owns eight casinos in Southern Nevada and 65 gaming taverns in Nevada. Through its distributed gaming operations in Nevada, Golden Entertainment operates video gaming devices at over 600 locations. For more information, visit www.goldenent.com.

Forward-Looking Statements

This press release contains forward-looking statements regarding future events and the Company’s 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, and include statements regarding the proposed sale of the Company’s distributed gaming operations in Nevada. Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions. 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 the actual results to differ materially include: changes in national, regional and local economic 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, President and Chief Financial Officer, and Chief Operating Officer); the level of the Company’s indebtedness and its ability to comply with covenants in its debt instruments; terrorist incidents; natural disasters; severe weather conditions (including weather or road conditions that limit access to the Company’s properties); 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 most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. 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.


Contacts
Golden Entertainment, Inc.			Investor Relations
Charles H. Protell			Richard Land
President and Chief Financial Officer			JCIR
(702) 893-7777			(212) 835-8500 or gden@jcir.com

Cover	Sep. 13, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 13, 2023
Entity Registrant Name	GOLDEN ENTERTAINMENT, INC.
Entity Incorporation, State or Country Code	MN
Entity File Number	000-24993
Entity Tax Identification Number	41-1913991
Entity Address, Address Line One	6595 S Jones Boulevard
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89118
City Area Code	702
Local Phone Number	893-7777
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	GDEN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001071255
Amendment Flag	false