Key Highlights

● Century Casinos agreed to sell Century Mile in Edmonton and Century Downs in Calgary for approximately US$16.4 million.

● The press release says the price equals about CAD $23.2 million and a multiple of 6.1 times fiscal 2025 EBITDA.

● Upon closing, both properties leave the VICI master lease, reducing the company's annual rent by approximately $7.5 million.

● Closing is expected in the fourth quarter of 2026 or first quarter of 2027, pending gaming regulatory approvals.

Century Casinos, Inc. (NASDAQ:CNTY) filed a Form 8-K on September 29, 2026, reporting an agreement to sell its racing and gaming operations at two Alberta properties, Century Mile Racetrack and Casino in Edmonton and Century Downs Racetrack and Casino in Calgary. The purchase price is approximately US$16.4 million, subject to working capital adjustments at closing. The report is dated September 24, 2026 and includes the purchase agreement as Exhibit 2.1 and a press release as Exhibit 99.1.

The Parties and the Properties

The seller is Century Resorts Management GmbH, a subsidiary of Century Casinos. The purchaser is Racing Entertainment Centre Holdings Inc., and its parent is Highfield Investment Group Inc. According to the filing, Century Casinos owns 100 percent of Century Mile Inc. and 75 percent of United Horsemen of Alberta Inc., which operates Century Downs. Noncontrolling partners hold the remaining 25 percent of the Century Downs entity.

The press release states the price is also about CAD $23.2 million and represents a multiple of 6.1 times fiscal 2025 EBITDA. The underlying real estate is owned by subsidiaries of VICI Properties Inc. (NYSE:VICI) and leased to Century Casinos under a master lease.

Effect on the VICI Master Lease

One of the notable terms is the treatment of the lease. The filing says that upon closing the two properties will be removed from the master lease, which reduces the company's annual rent by approximately $7.5 million. The press release adds that after closing, Highfield assumes the tenant obligations for both properties, and that the company expects an improvement in lease-adjusted net leverage on a pro forma basis.

The company says it intends to use the proceeds to reduce its indebtedness. The filing does not provide the amount of debt outstanding or a specific repayment plan.

Conditions, Timing and Termination

The purchase agreement includes customary closing conditions. The filing specifically names receipt of applicable gaming regulatory approvals and the accuracy of each party's representations and warranties. The company expects the transaction to close in the fourth quarter of 2026 or the first quarter of 2027, pending regulatory approvals.

Either party may terminate the agreement if closing has not occurred within 365 days of the date of the purchase agreement.

The press release frames the sale as part of a strategic review aimed at focusing resources on the company's U.S. properties, where it cites stronger growth opportunities. The transaction would remove the company's Alberta racing and gaming operations from its portfolio. It quotes the company's Co-Chief Executive Officers, Erwin Haitzmann and Peter Hoetzinger, as saying that the sale of the Century Mile and Century Downs racinos is an important step towards concentrating the company's resources on its U.S. properties. The release says Macquarie Capital acted as financial advisor and Field Law as legal counsel.

The release does not contain an employee count or a separate earnings figure for the two properties beyond the EBITDA multiple already described, so the effect of the sale on Century Casinos' reported revenue is not stated in the press release.

Century Casinos Alberta Exit and VICI Lease Dates

The main dates to follow are the expected closing in the fourth quarter of 2026 or first quarter of 2027, and the outside date of 365 days after the purchase agreement. Closing depends on gaming regulatory approvals, which the filing does not say have been received.

Upon closing, the two properties are to be removed from the VICI master lease, reducing annual rent by about $7.5 million, and the company says it intends to use the cash proceeds to reduce its indebtedness.