LAS VEGAS-Carl Icahn’s American Real Estate Partners LP has agreed to sell its gaming assets to Goldman Sachs’ Whitehall Street Real Estate Funds for $1.3 billion. The deal includes the Stratosphere casino resort on the Las Vegas Strip, 17 acres of Strip land, two off-Strip hotel-casinos and a casino resort in Laughlin, NV. Slated to close in eight months, the sale would result in a $1-billion gain on AREP’s investment.

In addition to Stratosphere, AREP’s casino operations include Arizona Charlie’s Decatur and Arizona Charlie’s Boulder, two off-Strip casino resorts in Las Vegas, and the Aquarius Casino Resort in Laughlin, NV. All told, AREP’s gaming operations include 4,912 hotel rooms and 236,000 sf of casino space holding 4,887 slots and 122 table games. The portfolio also includes 17 acres of undeveloped land surrounding the Stratosphere.

AREP acquired 51% of the Stratosphere Casino Hotel & Tower in 2000 for $66 million and acquired the remainder in 2002 for $44.3 million. It acquired the Arizona Charlie’s properties in May 2004 for $126 million. It acquired the Flamingo Laughlin in May 2006 for $170 million and then spent an additional $40 million turning it into Aquarius.

Icahn, chairman of AREP, says the sale represents an opportunity to “take advantage of the current favorable market environment for gaming assets.” It will result in AREP having “in excess of $4 billion of liquidity to continue to invest in undervalued assets,” he says.

While the Stratosphere and Aquarius (formerly a Flamingo-branded Harrah’s property) cater to tourists visiting Las Vegas and Laughlin, respectively, the Arizona Charlie’s properties caters primarily to residents of Las Vegas and surrounding communities.

Bear, Stearns & Co. Inc. acted as financial advisor to AREP in this transaction. 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.