#USA #Las Vegas #Golden Entertainment #Everbay Capital #Blake Sartini

Everbay Capital Addresses Concerns Over Golden Entertainment Transactions

Everbay Capital LP, an investment firm based in New York and a significant shareholder of Golden Entertainment Inc., has recently sent a follow-up letter to the company’s Board of Directors expressing substantial concerns regarding the transactions unveiled last week. These transactions involve the sale of Golden's casino real estate to Vici Properties Inc. and the casino operations and tavern business—referred to as RemainCo—to the company's CEO, Blake L. Sartini.

In the letter dated November 13, 2025, Everbay criticized the sale price of $2.75 per share for RemainCo, deeming it drastically low and unacceptable. Everbay contended that such a figure values RemainCo at only 1.1x EBITDA, which is significantly below the industry standard and does not reflect its true market potential.

Everbay’s apprehension goes beyond mere valuation. They argue that Sartini’s timing appears opportunistic, coinciding closely with Golden's stock hitting a four-year low just days before the transaction announcement. According to Everbay, this strategic timing raises questions about whether the CEO effectively leveraged the depressed stock price to facilitate a buyout at an unfairly steep discount.

Moreover, Everbay expressed concern over the bundling of the real estate sale and the RemainCo sale. They assert that this tactic effectively coerces shareholders into accepting what they describe as inadequate compensation for RemainCo in exchange for a deal concerning the real estate. Such a bundling of transactions raises red flags about transparency and fair market practices.

Everbay also requested the Board to provide necessary disclosures that would allow stakeholders to assess whether the sale process was adequately comprehensive. They emphasized that the current go-shop period, which allows for a month to evaluate alternative offers for RemainCo, is insufficient and does not constitute a fair opportunity for potential buyers to engage. They warned that the existence of a signed merger agreement, favoring Sartini as the buyer, might dissuade other bidders from participating in what they might perceive as hostile negotiations.

In highlighting the need for further transparency and analysis, the letter called on the Board to provide:

• - Detailed justification for the low sale price of RemainCo.
• - Clarity on how many potential buyers were contacted prior to agreeing to the sale.
• - Transparency in understanding how the evaluations were conducted concerning both transactions.

Everbay capital posited that had the Board approached the sale of the company's real estate independently of RemainCo, the potential market value could have far exceeded what is being unrealistic offered now. They suggested that by optimizing the sale through a competitive bidding process, the company could realize a greater return, benefiting shareholders in the long term.

They also pointed out potential implications of leveraging Sartini's personal interest in the deal. With reports indicating that he possesses a debt financing commitment from Santander for the cash component of the RemainCo purchase, Everbay pointed out that Sartini might effectively be purchasing RemainCo with minimal risk on his part, further complicating the perceived fairness of the deal for other shareholders.

As a result of these findings, Everbay urged the Board to make significant adjustments and improvements to their proposed transactions and ensure a fair approach is taken, allowing shareholders to voice their opinions more effectively in the decision-making processes. They mentioned specific requests like extending the go-shop period to three months, ensuring that sales could occur separately for the two segments, thus enabling shareholders to retain their interests more judiciously.

In conclusion, Everbay Capital expressed a strong desire for communication with the Board to address these significant issues and to advocate for the optimal outcomes that will benefit all shareholders of Golden Entertainment, rather than prioritizing the interests of a single individual at a potential detriment to the rest. The outcomes of these negotiations and the transparency shown by the Board in addressing Everbay’s concerns will be crucial in determining the company's path forward.

This letter and the highlighting of these concerns reflect the ongoing challenges and scrutiny that corporate governance can face, especially when shareholder interests appear misaligned with management actions. As the situation unfolds, the eyes of the investment community will undoubtedly be tuned to how Golden Entertainment navigates these deep waters ahead.