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0001071255
GOLDEN ENTERTAINMENT, INC.
0001071255
2026-04-30
2026-04-30
iso4217:USD
xbrli:shares
iso4217:USD
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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): April 30, 2026
NEW ROYAL HOLDCO I INC.
(Exact name of registrant as specified in its
charter)
| Minnesota |
000-24993 |
42-2224708 |
(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
(Former Name or Former Address, if Changed
Since Last Report)
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:
| ¨ | 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. ☐
Introduction
On April 30, 2026, the transactions contemplated
under the previously announced Master Transaction Agreement, dated as of November 6, 2025 (the “MTA”), by and among
the company formerly known as Golden Entertainment, Inc., a Minnesota corporation (“Golden”), Argento, LLC, a Nevada
limited liability company (“OpCo Buyer”), VICI Properties Inc., a Maryland corporation (“PropCo Buyer”),
and VICI ROYAL MERGER SUB LLC, a Delaware limited liability company and a wholly owned subsidiary of PropCo Buyer (“PropCo Merger
Sub”), were consummated. As contemplated by the MTA, and on the terms and conditions set forth therein: (i) Golden consummated
the Pre-Closing Restructuring, in furtherance of which, among other things, (x) Golden formed New Royal HoldCo I Inc. (“New
HoldCo,” or the “Registrant”) and Royal MergerCo I, LLC (“New OpCo”) and (y) on the Closing
Date, prior to the OpCo Sale, Golden merged with and into New OpCo, with New OpCo continuing as the surviving entity, with the equity
holders of Golden receiving equity, on a one-for-one basis, in New HoldCo and New HoldCo owning 100% of the membership interest of New
OpCo and becoming the immediate parent of New OpCo (the “F-Reorganization”); (ii) immediately following the F Reorganization
Effective Time, but prior to the OpCo Sale, New OpCo distributed all of the membership interests in PropCo to New HoldCo (the “PropCo
Distribution”); (iii) on the Closing Date, immediately following the PropCo Distribution but prior to the Distribution and
the Effective Time (as defined below), OpCo Buyer acquired 100% of the equity interests of New OpCo (the “OpCo Sale”);
(iv) immediately following the consummation of the OpCo Sale, but prior to the Effective Time, New HoldCo distributed a dividend, as
declared and paid by New HoldCo, in an amount equal to $2.75 per share to New HoldCo’s shareholders as of the Closing Date (the
“Distribution”); and (v) on the Closing Date, immediately following the Distribution, New HoldCo merged with and into
PropCo Merger Sub, with PropCo Merger Sub continuing as the surviving entity, and each share of common stock of New HoldCo issued and
outstanding immediately prior to the Effective Time was converted into the right to receive a number of fully paid and nonassessable
PropCo Buyer Shares equal to 0.902 with cash paid in lieu of fractional shares (the “Exchange Ratio”, and such merger,
the “Merger,” and together with the PropCo Distribution, the Distribution, the Pre-Closing Restructuring, the OpCo
Sale and other transactions contemplated by the MTA, the “Transactions”). Capitalized terms used herein but not otherwise
defined have the meanings set forth in the MTA.
This Current Report on Form 8-K12B is intended
to disclose matters in connection with the completion of the Transactions as well as to provide notice pursuant to Rule 12g-3(f) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that, following the F-Reorganization, New HoldCo
became the successor issuer to Golden. More specifically, pursuant to Exchange Act Rule 12g-3(a), shares of New HoldCo common stock,
par value $0.01 per share, issued in connection with the F-Reorganization are deemed registered under Section 12(b) of the Exchange Act.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Transactions,
all outstanding obligations under that certain First Lien Credit Agreement, dated as of October 20, 2017, by and among Golden (as borrower),
the guarantors party thereto, JPMorgan Chase Bank, N.A. (“JPM”), as administrative agent and collateral agent, the
lenders party thereto, and the other agents, arrangers and bookrunners identified therein, as amended, restated, supplemented or otherwise
modified from time to time (the “Credit Agreement”), were satisfied in full. Upon JPM’s receipt of the payoff
amount, all obligations (other than certain customary surviving obligations) under the Credit Agreement were discharged, all commitments
thereunder were terminated, and all liens and security interests securing obligations under the Credit Agreement were released.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth above under Introduction
and Item 1.02 of this Current Report on Form 8-K12B is incorporated hereunder by reference.
Pursuant to the terms of the MTA, as a result
of the Transactions, each Company Option outstanding as of the Equity Award Settlement Date was accelerated and became fully vested and
exercisable as of the Equity Award Settlement Date. Effective on the Equity Award Settlement Date and prior to the F Reorganization Effective
Time, each vested Company Option (after giving effect to such acceleration) that was then outstanding was then exercised and the holder
of such Company Option received a number of Shares equal to the excess of (i) the number of Shares underlying such Company Option, over
(ii) the number of Shares with a fair market value as of the Equity Award Settlement Date equal to the sum of (x) the exercise price
of such Company Option and (y) any applicable Taxes required to be deducted and withheld under applicable Law and in accordance with
the Company Equity Plans.
As a result of the Transactions, each outstanding
Company RSU Award (and any related dividend equivalents) that was outstanding as of the Equity Award Settlement Date accelerated and
became fully vested effective as of the Equity Award Settlement Date. Upon vesting, Golden issued the number of Shares underlying the
vested Company RSU Award (and any related dividend equivalents to be settled in Shares), less the number of Shares with a fair market
value as of the Equity Award Settlement Date equal to the amount of the applicable Taxes required to be deducted and withheld under applicable
Law and in accordance with the Company Equity Plans (or, with respect to each Company RSU Award (and any related dividend equivalents
to be settled in cash) that was to be settled in cash in accordance with its terms, Golden paid, or caused to be paid, to the Company
RSU Award holder a cash payment in an amount equal to the fair market value of the number of Shares underlying the vested Company RSU
Award on the date the Company RSU Award was settled and the cash amount of any accumulated dividend equivalents to be paid in cash, less
the amount of the applicable Taxes required to be deducted and withheld under applicable Law and in accordance with the Company Equity
Plans).
As a result of the Transactions, each outstanding
Company PSU Award (and any related dividend equivalents) that was outstanding as of the Equity Award Settlement Date accelerated and
became fully vested as of the Equity Award Settlement Date, with any performance metrics with respect to such Company PSU Award deemed
met at "target" performance level for any performance period that was not yet complete, as specified in each award agreement
with respect to such Company PSU Award, unless a higher achievement level was specified in the applicable award agreement with respect
to such Company PSU Award. Upon vesting, Golden issued the number of Shares underlying the vested Company PSU Award (and any dividend
equivalents related thereto to be settled in Shares), less the number of Shares with a fair market value as of the Equity Award Settlement
Date equal to the amount of the applicable Taxes required to be deducted and withheld under applicable Law and in accordance with the
Company Equity Plans (or, with respect to each Company PSU Award (and any related dividend equivalents to be settled in cash) that was
to be settled in cash in accordance with its terms, Golden paid to the Company PSU Award holder a cash payment in an amount equal to
the fair market value of the number of Shares underlying the vested Company PSU Award on the date the Company PSU Award was settled and
the cash amount of any accumulated dividend equivalents to be paid in cash, less the amount of the applicable Taxes required to be deducted
and withheld under applicable Law and in accordance with the Company Equity Plans).
As a result of the Transactions, each Share of
Company Restricted Stock converted from an Company RSU Award or Company PSU Award as permitted in accordance with the MTA (in each case,
along with any related dividend equivalents) that was outstanding as of the Equity Award Settlement Date accelerated and became fully
vested effective as of the Equity Award Settlement Date, less the amount of the applicable Taxes required to be deducted and withheld
under applicable Law and in accordance with the Company Equity Plans.
The above-description of the MTA and the transactions
contemplated thereby, is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text
of the MTA, a copy of which is attached hereto as Exhibit 2.1, and is incorporated into this Current Report on Form 8-K12B by reference
in its entirety.
Item 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth above under Introduction
and Item 2.01 of this Current Report on Form 8-K12B is incorporated by reference into this Item 3.01.
On April 30, 2026, the Registrant notified Nasdaq
that the Transactions had been completed. The Registrant also requested that Nasdaq suspend trading of New HoldCo common stock and file
a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist New HoldCo common stock from Nasdaq and
deregister New HoldCo common stock under Section 12(b) of the Exchange Act. The Registrant also intends to file a Form 15 with the SEC
requesting the termination of registration of New HoldCo common stock under Section 12(g) of the Exchange Act and the suspension of the
Registrant’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03 Material Modification to Rights
of Security Holders.
The information set forth above under Introduction
and in Items 1.02, 2.01, 3.01 and 5.01 of this Current Report on Form 8-K12B is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information set forth above under Introduction
and in Items 1.02, 2.01, 3.01 and 5.02 of this Current Report on Form 8-K12B is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth above under Introduction
and in Item 2.01 of this Current Report on Form 8-K12B is incorporated by reference into this Item 5.02.
In connection with the consummation of the Transactions,
each of Blake L. Sartini, Mark A. Lipparelli, Ann D. Dozier, Terrence L. Wright and Andy H. Chien, all of the members of the board of
directors of the Registrant immediately prior to the Effective Time, resigned as directors of the Registrant effective as of the closing
of the Transactions.
Additionally, in connection with the consummation
of the Transactions, each of Blake L. Sartini, Charles H. Protell, Blake L. Sartini II, Viktoryia G. Pulliam and Phyllis Gilland, each
an officer of the Registrant immediately prior to the Effective Time, ceased to be officers of the Registrant effective as of the closing
of the Transactions.
In addition, in connection with the consummation
of the Merger, the employment of Blake L. Sartini was terminated and he will receive the severance payments due to him under his employment
agreement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The information set forth above under Introduction
and in Item 2.01 of this Current Report on Form 8-K12B is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
Exhibits. The following documents are herewith furnished or filed
as exhibits to this report:
| Exhibit No. |
|
Exhibit Description |
| 2.1* |
|
Master Transaction Agreement, dated as of November
6, 2025, by and among Golden Entertainment, Inc., Argento, LLC, VICI Properties Inc. and VICI ROYAL MERGER SUB LLC (incorporated
by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed with SEC on November 7, 2025). |
| |
|
|
| 104 |
|
The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
| |
* |
The schedules and exhibits have been omitted pursuant
to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of such schedules and
exhibits, or any section thereof, to the SEC upon request; provided, however, that the Registrant may request confidential treatment
pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. |
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 thereunto
duly authorized.
| |
VICI
ROYAL MERGER SUB LLC (as successor by |
| |
merger to New
Royal Holdco I Inc.) |
| |
(Registrant) |
| |
|
|
| Dated: April 30,
2026 |
By: |
/s/
Samantha S. Gallagher |
| |
|
Name: Samantha S. Gallagher |
| |
|
Title: Secretary |
