VICI Properties Inc. (NYSE:VICI) entered into an agreement to acquire Bossier Casino Venture (HoldCo), Inc. for approximately $260 million on June 18, 2018. The purchase price was paid in cash and is subject to certain adjustments. Portion of cash payable will be placed in escrow and will be released contingent upon certain events and conditions. In a separate transaction, Penn National Gaming, Inc. entered into a definitive agreement to acquire BCV (Intermediate) Inc. from Bossier Casino Venture (HoldCo), Inc. for approximately $120 million. Dependent on timing of closing, VICI Properties expects to fund the purchase with cash on its balance sheet, or with a combination of cash and draws upon its credit facility. After the completion of the transaction, Bossier Casino Venture (HoldCo) will survive the merger as a wholly owned subsidiary of the VICI Properties. If the merger agreement terminates under certain conditions, Penn National and/or VICI Properties may be responsible for an aggregate termination fee of $12.5 million which may increase, to the extent the outside date (January 5, 2019) is extended in accordance with the terms of the merger agreement, to an amount of up to $20 million. The transaction is subject to customary closing conditions, including consents, orders and approvals from all government authorities, all third party consents shall have been received, waiting period applicable to the consummation of the merger under the HSR Act shall have expired or been earlier terminated, receipt of the consent of certain of Bossier Casino Venture (HoldCo) stockholders and Bossier Casino Venture, Inc. (the 100% subsidiary of Bossier Casino Venture (HoldCo), Inc.) shall have at least the minimum amount of cash and cash equivalents on hand at the Casino required by applicable Gaming Laws. Boards of Directors of Bossier Casino Venture (HoldCo) and VICI Properties unanimously approved the transaction. The transaction is expected to close in the second half of 2018. As of November 1, 2018 the transaction is expected to close by the end of the year 2018. The transaction is expected to be immediately accretive to operating results upon closing. Goldman Sachs & Co. LLC is acting as financial advisor, Todd E. Lenson, Jordan M. Rosenbaum, James P. Godman, Tzvi Rokeach, Barry Herzog, Rita Celebrezze D’Souza, Gladisley Sánchez, Jeffrey H. Taub, Jeffrey Taylor, Dennis K. Heyman, Daniel Stewart, Charles S. Warren, Julia A. Quigley and Marissa J. Holob of Kramer Levin Naftalis & Frankel LLP acted as legal advisors and ICR, LLC acted as communications advisor to VICI Properties. Silver Slipper Gaming, LLC acted as stockholder representative in the transaction. Macquarie Capital (USA) Inc. acted as financial advisor and Casey T. Fleck of Milbank, Tweed, Hadley & McCloy LLP acted as legal advisors for Bossier Casino Venture (Holdco). VICI Properties Inc. (NYSE:VICI) completed the acquisition of Bossier Casino Venture (HoldCo), Inc. on January 2, 2019. VICI funded the transaction from available cash from its 2018 equity raising activities.