Caesars Shareholders to Vote September 22 on $17.6 Billion Fertitta Deal

Caesars Entertainment shareholders will decide on September 22 whether to approve the $17.6 billion takeover led by Tilman Fertitta, bringing one of the largest recent casino transactions to a key vote.

The $31 per share cash offer would take Caesars private. Caesars board recommends approval after a lengthy sale process that also produced a higher but less certain $34 proposal from Carl Icahn.

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Good to Know

• Caesars shareholders will vote September 22 at Eldorado Resort & Casino in Reno.
• Fertitta is offering $31 in cash per share, about 49% above the unaffected Caesars share price of $20.77.
• Regulatory approvals could keep the deal open into late 2027.

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Caesars Backs Fertitta Despite Higher Icahn Bid

Price alone did not decide the sale process.

Icahn returned on July 10 with a $34 per share cash proposal, above the Fertitta agreement. However, Caesars raised concerns over leverage, liquidity and the ability of the proposed business to fund casino investment while servicing debt.

Icahn initially proposed $6.5 billion in new debt and required at least 5 million Carano family shares to roll into the transaction. Jefferies later told Caesars advisers that additional investors would be needed before it could provide the contemplated debt commitment.

A later proposal replaced $1 billion of debt with equity, but Caesars said financing questions remained. Talks with Icahn ended August 10.

Fertitta had also offered more earlier in negotiations. Both bidders reached $32 per share before Fertitta lowered the price as financing costs increased. Caesars eventually accepted $31 after Fertitta rejected counters at $31.50 and $31.25.

Caesars CFO Bret Yunker estimated in April that annual financing costs had increased by roughly $40 million since the sale process began.

Regulatory Reviews Remain Key

Shareholders of record on August 21 can vote at the September 22 meeting. Caesars had 203,780,124 shares outstanding on that date, and the merger requires approval from holders of a majority of outstanding shares.

Recreational Enterprises, controlled by members of the Carano family, has agreed to support the transaction. The merger agreement also provides for 5 million Carano shares to roll into the private company.

Fertitta financing includes billions of dollars in committed debt and equity, and the purchase does not carry a financing condition. A $450 million reverse termination fee can apply if specified regulatory barriers prevent completion.

Gaming approval could prove more complicated than shareholder approval. Caesars operates more than 50 casino resorts across 16 states, while Fertitta already controls Golden Nugget casino properties. In Atlantic City, the combined ownership structure would place four of nine casinos under Fertitta control.

The initial closing deadline is May 27, 2027. Regulatory delays can automatically extend that date first to August 27 and then November 27, 2027 if other closing conditions are met.

Fertitta Gaming Holdco would own Caesars after completion, with Empire Merger Sub merging into Caesars and Caesars surviving as a wholly owned subsidiary.

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