Golden Entertainment, Inc. (NasdaqGM:GDEN) entered into an agreement to acquire Edgewater Gaming, LLC and Colorado Belle Gaming, LLC from Marnell Gaming, LLC for approximately $190 million on July 14, 2018. Under the terms, the initial consideration to be paid by Golden in connection with the Transaction is $168 million, consisting of $155 million in cash and $13 million in newly-issued shares of Golden common stock; provided that may be increased by up to an additional $22 million in newly-issued shares of Golden common stock based on the EBITDA of Edgewater Hotel and Colorado Belle from December 1, 2017 to November 30, 2018. Consideration is subject to customary adjustments. The transaction will be financed with incremental debt under Golden Entertainment’s credit facility and cash on hand. The transaction is subject to customary closing conditions including, among other things, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, obtaining applicable gaming authority approvals from Nevada Gaming Commission, Nevada State Gaming Control Board, Governmental Authorities of Clark County, Nevada and the unincorporated town of Laughlin, Nevada, approval for listing of the Golden shares to be issued at the closing; and execution of stockholder’s agreement and transition services agreement. The transaction is expected to close in the first quarter of 2019. Both Golden Entertainment and Marnell Gaming have the right to terminate the purchase agreement if the closing of the transaction has not occurred by July 14, 2019. Golden expects the acquisition to be cash flow positive and immediately accretive to operating results. Steven Stokdyk and Jason Morelli of Latham & Watkins LLP served as legal advisors to Golden for the transaction. David Garcia and James Newman of Holland & Hart LLP served as legal advisors to Marnell Gaming. Golden Entertainment, Inc. (NasdaqGM:GDEN) completed the acquisition of Edgewater Gaming, LLC and Colorado Belle Gaming, LLC from Marnell Gaming, LLC for approximately $180 million on January 14, 2019. The purchase consideration consisted of $155 million in cash and approximately 0.91 million shares of Golden Entertainment common stock. The cash portion of the purchase price was paid using $10 million of cash on hand and $145 million from its existing revolving credit facility.