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Caesars Entertainment shareholders have approved the $17.6 billion takeover by Fertitta Entertainment, leaving regulatory clearance as the main barrier before Tilman Fertitta can take the casino operator private.
Good to Know
- Fertitta Entertainment will pay $31 in cash for each eligible Caesars share.
- The $17.6 billion deal includes roughly $11.9 billion of Caesars debt.
- Federal Trade Commission review remains open after both companies received a Second Request in September.
Caesars Investors Back Fertitta Deal
Shareholders approved the merger at a September 22 special meeting at Eldorado Resort & Casino in Reno.
The proposal received 133,313,001 votes in favor, compared with 4,276,986 against and 5,687,952 abstentions. Support represented about 65.4% of all Caesars shares outstanding on the August 21 record date.
Holders of about 143.3 million shares participated in person or by proxy, equal to 70.3% of outstanding Caesars stock.
Approval removes the shareholder condition from a transaction first announced in May. Caesars will become a wholly owned subsidiary of Fertitta Gaming Holdco LLC if the acquisition closes, while Nasdaq trading in Caesars shares will end.
The $31 cash payment represents a 49% premium to the unaffected Caesars share price on February 25, before reports about a possible deal appeared.
FTC Review Still Stands Between Fertitta and Caesars
Federal antitrust review could now determine the closing timetable.
Caesars and Fertitta Entertainment both received an FTC Second Request on September 14. The request extended the Hart Scott Rodino waiting period until 30 days after both sides substantially comply, unless regulators end or extend the period earlier.
The companies said they will continue cooperating with the FTC.
Under the merger agreement, shareholders could also receive an extra $0.007150 per share for each applicable day if the transaction remains unfinished after June 26, 2027.
The acquisition would return Caesars to private ownership only six years after Eldorado Resorts completed the roughly $17.3 billion transaction that created the current Caesars Entertainment group.
FAQ
How much is Fertitta Entertainment paying for Caesars?
The transaction values Caesars at about $17.6 billion including roughly $11.9 billion of debt. Shareholders will receive $31 per eligible share.
Did Caesars shareholders approve the Fertitta takeover?
Yes. About 133.3 million shares voted for the deal, representing 65.4% of outstanding Caesars shares.
Has the Caesars acquisition closed?
No. Regulatory and other closing requirements remain outstanding, including FTC antitrust review.
Will Caesars remain publicly traded?
No, if the merger closes as planned. Caesars will become a wholly owned Fertitta Gaming Holdco subsidiary and cease trading as a public Nasdaq company.
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