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American Real Estate Partners sells its Nevada casino business

American Entertainment Properties Corp., a wholly-owned subsidiary of American Real Estate Partners (AREP), has entered into an agreement with Whitehall Street Real Estate Funds, a series of real estate investment funds affiliated with Goldman, Sachs & Co., to sell AREP's gaming operations, American Casino & Entertainment Properties (ACEP), to an affiliate of Whitehall, for $1.3 billion. AREP anticipates realizing a gain of approximately $1 billion on its investments in ACEP. ACEP's casino assets are comprised of the Stratosphere Casino Hotel & Tower, the Arizona Charlie's Decatur, the Arizona Charlie's Boulder and the Aquarius Casino Resort.

The Stratosphere Casino Hotel & Tower is one of the most recognized landmarks in Las Vegas. The purchase also includes 17 acres of undeveloped land surrounding the Stratosphere Casino Hotel & Tower. The two Arizona Charlie's branded properties are well-recognized casinos in their respective marketplaces, while the Aquarius Casino Resort has the largest hotel in Laughlin. ACEP's gaming operations include 4,912 hotel rooms, 4,887 slots, 122 table games and 5,619 total gaming positions over an aggregate of 236,000 square feet of casino space.

Bear, Stearns & Co. Inc., acted as financial advisor to AREP in this transaction, and Goldman Sachs acted as financial advisor to Whitehall. Sullivan & Cromwell LLP acted as counsel for Whitehall and Brownstein Hyatt Farber Schreck acted as counsel to AREP.



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