SC 13G/A

Names of Reporting Persons.

The Goldman Sachs Group, Inc.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

0001193125-18-020156.txt : 20180126 0001193125-18-020156.hdr.sgml : 20180126 20180125204103 ACCESSION NUMBER: 0001193125-18-020156 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20180126 DATE AS OF CHANGE: 20180125 GROUP MEMBERS: GOLDMAN SACHS & CO. LLC GROUP MEMBERS: W2007 FINANCE SUB, LLC GROUP MEMBERS: W2007/ACEP HOLDINGS, LLC GROUP MEMBERS: WH ADVISORS, L.L.C. 2007 GROUP MEMBERS: WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2007 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN ENTERTAINMENT, INC. CENTRAL INDEX KEY: 0001071255 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 411913991 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54993 FILM NUMBER: 18549678 BUSINESS ADDRESS: STREET 1: 6595 S JONES BLVD CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 7028914284 MAIL ADDRESS: STREET 1: 6595 S JONES BLVD CITY: LAS VEGAS STATE: NV ZIP: 89118 FORMER COMPANY: FORMER CONFORMED NAME: LAKES ENTERTAINMENT INC DATE OF NAME CHANGE: 20020806 FORMER COMPANY: FORMER CONFORMED NAME: LAKES GAMING INC DATE OF NAME CHANGE: 19980929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13G/A 1 d519742dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

GOLDEN ENTERTAINMENT, INC.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

381013 10 1

(CUSIP Number)

January 23, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 381013 10 1

Page 2 of 11 pages

CUSIP No. 381013 10 1

Page 3 of 11 pages

CUSIP No. 381013 10 1

Page 4 of 11 pages

CUSIP No. 381013 10 1

Page 5 of 11 pages

CUSIP No. 381013 10 1

Page 6 of 11 pages

CUSIP No. 381013 10 1

The ownership percentage for each Reporting Person as of January 23, 2018 is based upon a total number of 26,412,626 shares of common stock of Golden Entertainment, Inc. (“Golden”) outstanding as of January 11, 2018 according to Golden’s final prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on January 19, 2018.

Page 7 of 11 pages

Item 1.


(a)		Name of Issuer:

		Golden Entertainment, Inc.

(b)		Address of Issuer’s Principal Executive Offices

		6595 S. Jones Blvd., Las Vegas, NV 89118

Item 2.


(a)		Name of Person Filing

		The Goldman Sachs Group, Inc.
		Goldman Sachs & Co. LLC
		WH Advisors, L.L.C. 2007
		Whitehall Street Global Real Estate Limited Partnership 2007
		W2007 Finance Sub, LLC
		W2007/ACEP Holdings, LLC

(b)		Address of Principal Business Office or, if none, Residence

		The Goldman Sachs Group, Inc.
		Goldman Sachs & Co. LLC
		WH Advisors, L.L.C. 2007
		Whitehall Street Global Real Estate Limited Partnership 2007
		W2007 Finance Sub, LLC
		W2007/ACEP Holdings, LLC

		200 West Street
		New York, NY 10282

(c)		Citizenship

		The Goldman Sachs Group, Inc. - Delaware
		Goldman Sachs & Co. LLC - New York
		WH Advisors, L.L.C. 2007 - Delaware
		Whitehall Street Global Real Estate Limited Partnership 2007 - Delaware
		W2007 Finance Sub, LLC - Delaware
		W2007/ACEP Holdings, LLC - Delaware

(d)		Title of Class of Securities

		Common Stock, $.01 par value

(e)		CUSIP Number

		381013 10 1

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

Page 8 of 11 pages


(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)	☐	A group, in accordance with §240.13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.*


(a)	Amount beneficially owned:
	See the response(s) to Item 9 on the attached cover page(s).

(b)	Percent of class:
	See the response(s) to Item 11 on the attached cover page(s).

(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote

		See the response(s) to Item 5 on the attached cover page(s).

	(ii)	Shared power to vote or to direct the vote

		See the response(s) to Item 6 on the attached cover page(s).

	(iii)	Sole power to dispose or to direct the disposition of

		See the response(s) to Item 7 on the attached cover page(s).

	(iv)	Shared power to dispose or to direct the disposition of

		See the response(s) to Item 8 on the attached cover page(s).

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: ☒

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

See Exhibit (99.2)

Page 9 of 11 pages

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

In accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

Page 10 of 11 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 25, 2018


The Goldman Sachs Group, Inc.

by		/s/ Abdul Khayum
Name:		Abdul Khayum
Title:		Attorney-in-fact

Goldman Sachs & Co. LLC

by		/s/ Abdul Khayum
Name:		Abdul Khayum
Title:		Attorney-in-fact

WH Advisors, L.L.C. 2007

by		/s/ Abdul Khayum
Name:		Abdul Khayum
Title:		Attorney-in-fact

Whitehall Street Global Real Estate Limited Partnership 2007

by		/s/ Abdul Khayum
Name:		Abdul Khayum
Title:		Attorney-in-fact

W2007 Finance Sub, LLC

by		/s/ Abdul Khayum
Name:		Abdul Khayum
Title:		Attorney-in-fact

W2007/ACEP Holdings, LLC

by		/s/ Abdul Khayum
Name:		Abdul Khayum
Title:		Attorney-in-fact

Page 11 of 11 pages

INDEX TO EXHIBITS



99.1		Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed October 30, 2017)

99.2		Item 7 Information

99.3		Power of Attorney, relating to The Goldman Sachs Group, Inc.

99.4		Power of Attorney, relating to Goldman Sachs & Co. LLC

99.5		Power of Attorney, relating to WH Advisors, L.L.C. 2007

99.6		Power of Attorney, relating to Whitehall Street Global Real Estate Limited Partnership 2007

99.7		Power of Attorney, relating to W2007 Finance Sub, LLC

99.8		Power of Attorney, relating to W2007/ACEP Holdings, LLC

EX-99.2 2 d519742dex992.htm EX-99.2 EX-99.2

EXHIBIT (99.2)

ITEM 7 INFORMATION

The securities being reported on by The Goldman Sachs Group, Inc. (“GS Group”), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs & Co. LLC (“Goldman Sachs”), WH Advisors, L.L.C. 2007, Whitehall Street Global Real Estate Limited Partnership 2007, W2007 Finance Sub, LLC and W2007/ACEP Holdings, LLC (together, the “GS Investing Entities”). The general partner, managing general partner or other manager of each of the GS Investing Entities is an affiliate of GS Group. Goldman Sachs is a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and is the investment manager of certain of the GS Investing Entities. Goldman Sachs is a subsidiary of GS Group.

(Item 7 Information)

EX-99.3 3 d519742dex993.htm EX-99.3 EX-99.3

EXHIBIT (99.3)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Jose Canas, Abdul Khayum and Jerry Li, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the “Act”), which may be required of the Company with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until December 31, 2019 unless earlier revoked by written instrument, or in the event an Attorney-in-fact ceases to bean employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he or she was appointed Attorney-in-fact prior to December 31, 2019, this Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke the Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

This Power of Attorney supersedes the Power of Attorney granted by the Company to Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li and Veruna Stanescu on October 21, 2016.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of June 26, 2017.

THE GOLDMAN SACHS GROUP, INC.


By:		/s/ Gregory K. Palm
Name:		Gregory K. Palm
Title:		Executive Vice President and
		General Counsel and Secretary of the Corporation

EX-99.4 4 d519742dex994.htm EX-99.4 EX-99.4

EXHIBIT (99.4)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Jose Canas, Abdul Khayum and Jerry Li, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the “Act”), which may be required of the Company with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

This Power of Attorney supersedes the Power of Attorney granted by the Company to Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li and Veruna Stanescu on October 21, 2016.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of June 26, 2017.

GOLDMAN SACHS & CO. LLC


By:		/s/ Gregory K. Palm
Name:		Gregory K. Palm
Title:		Executive Vice President and
		General Counsel and Secretary of the Corporation

EX-99.5 5 d519742dex995.htm EX-99.5 EX-99.5

EXHIBIT (99.5)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS THE WH ADVISORS, L.L.C. 2007 (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 19, 2018.

WH ADVISORS, L.L.C. 2007


By:		/s/ William Y. Eng
Name:		William Y. Eng
Title:		Authorized Signatory, Vice President

EX-99.6 6 d519742dex996.htm EX-99.6 EX-99.6

EXHIBIT (99.6)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS THE WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2007 (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 19, 2018.

WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2007

By: WH Advisors, L.L.C. 2007, its General Partner


By:		/s/ William Y. Eng
Name:		William Y. Eng
Title:		Authorized Signatory, Vice President

EX-99.7 7 d519742dex997.htm EX-99.7 EX-99.7

EXHIBIT (99.7)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS THE W2007 Finance Sub, LLC (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 19, 2018.

W2007 Finance Sub, LLC

By: Whitehall Street global Real Estate Limited Partnership 2007, its Managing Member

By: WH Advisors, L.L.C. 2007, its General Partner


By:		/s/ William Y. Eng
Name:		William Y. Eng
Title:		Authorized Signatory, Vice President

EX-99.8 8 d519742dex998.htm EX-99.8 EX-99.8

EXHIBIT (99.8)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS THE W2007/ACEP HOLDINGS, LLC (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 19, 2018.

W2007/ACEP HOLDINGS, LLC

By: W2007 Finance Sub, LLC, its Managing Member

By: Whitehall Street global Real Estate Limited Partnership 2007, its Managing Member

By: WH Advisors, L.L.C. 2007, its General Partner


By:		/s/ William Y. Eng
Name:		William Y. Eng
Title:		Authorized Signatory, Vice President