Golden Entertainment Investor Says Buyout Offer ‘Woefully Inadequate’
Posted on: November 13, 2025, 12:58h.
Last updated on: November 13, 2025, 01:17h.
- Everbay Capital calls Sartini-led buyout “opportunistic”
- Says offer exploits recent weakness in Golden’s stock price
- Investor believes Golden’s board is forcing shareholders to accept a raw deal
Golden Entertainment (NASDAQ: GDEN) CEO Blake Sartini’s $30 a share offer to take the casino operator private, unveiled last week, “woefully” undervalues the company, says an investor who also described the bid as “opportunistic.”
In a letter delivered to Golden’s board of directors on Thursday, Frederick Steindler of Everbay Capital claims that by combining the sale of the gaming company’s real estate to VICI Properties (NYSE: VICI) and the remaining operations (RemainCo) to Sartini, the board is forcing shareholders to accept a bad deal, and that there’s no reason for the two transactions to be combined.
You may argue that shareholders should be happy that the transaction delivers a 41% premium. This argument ignores the fact that you could have delivered much more value, in our opinion, by simply selling the real estate without selling RemainCo,” wrote Steindler. “We estimate that if you had sold the real estate (net of debt) to Vici for roughly $27 per share but not sold RemainCo, shareholders might have a stock trading at $39 today ($27 per share for the real estate + $12 of RemainCo value per share) instead of it trading roughly at the $30 deal price.”
There had been long-running rumors about Golden potentially monetizing The Strat’s real estate and nine unused acres near that casino resort, but under the terms of the deal announced last week, the company is selling all of its Nevada real estate to VICI for $1.16 billion, with Sartini using proceeds from that transaction to pay $2.75 per share for RemainCo.
RemainCo is essentially the operating rights to Golden’s seven Nevada casinos and its more than 70 gaming taverns, many of which bear the PT’s brand. Everbay says that price is too low.
“The price of $2.75 per share for RemainCo is woefully inadequate, valuing RemainCo at a mere 1.1x EBITDA,” adds Steindler. “This price is a small fraction of where we think RemainCo would trade as a public company and is an even bigger discount to where we think RemainCo could potentially be sold in a fair and open sale process.”
Sartini Making Opportunistic Bid for Golden
Sartini’s bid, revealed on November 6, values Golden at $30 or a 41% premium to where the stock closed the day prior. While that news has taken the shares close to the $30 offer price, Everbay says the buyer is exploiting weakness in the shares.
The money manager, who has been a Golden shareholder since 2021, may have a point. Even with the buyout news, the stock is down 5.49% year to date and has shed 26.71% over the past three years. Steindler argues Sartini is exploiting that weakness to make a paltry offer for RemainCo.
“The transactions appear to be strategically timed to justify selling RemainCo to Blake Sartini at a heavily discounted price based on the idea that shareholders are receiving a premium, as it was announced 2 days after Golden’s stock price hit a 4-year low,” notes the Everbay principal.
The asset manager also points out that Sartini’s need for debt financing could be a sign that his only stake in RemainCo is his existing 25%, implying the claim offer is one of a low-ball variety is credible.
Overall, Everbay believes Golden is worth significantly more than the $30 a share Sartini is offering. Steindler says Everbay estimates the gaming company could sell its real estate and then deliver a $30 per share special dividend to investors, leaving them with RemainCo assets worth an estimated $12 a share. Thus, according to the asset manager, Golden is worth $42 a share, well above Sartini’s offer price.
Bidding War for Golden Entertainment Appears Unlikely
Golden clearly has desirable property assets, and some of its casinos could be attractive to other suitors, though multiple factors potentially signal that a bidding war for the operator is unlikely to materialize. Those include a brief period, ending on December 5, in which the company can solicit other bids.
The go-shop period is too short and is not a substitute for the full and open sale process that should have occurred for RemainCo,” says Steindler. “The presence of a signed management buyout is likely to chill bidder engagement during the go-shop period, as prospective buyers will understand that they will be treated as a hostile interloper trying to break up an attractive deal for the CEO.”
The Everbay leader adds that the presence of a termination fee, 25% of which would go to Sartini, isn’t just “completely unjustified” given the CEO’s low offer — it’s also likely to dissuade other suitors from making legitimate offers.
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