Caesars Shareholders to Vote on $17.6B Fertitta Buyout

Caesars Entertainment shareholders will vote next month on selling the casino operator to billionaire Tilman Fertitta in a deal worth $17.6 billion, including debt. Fertitta’s $31 Caesars Bid Heads to Shareholder Vote in September The special meeting will take place on September 22 at the Eldorado Resort & Casino in Reno, Nevada. Investors who held Caesars shares as of August 21 will be entitled to vote on the proposed $31-per-share cash deal. If approved, the transaction would take Caesars off the public markets and under the control of Fertitta Entertainment, as reported by The Las Vegas Review-Journal. The Caesars board has approved the deal and is recommending that shareholders approve it. The Carano family, which through Recreational Enterprises Inc. controls about 4.2% of Caesars, has also pledged support for the Fertitta proposal. The meeting will also deal with executive pay in relation to the transaction and a possible adjournment if more votes are required. The vote follows a long takeover battle between Fertitta and investor Carl Icahn. Icahn started at $28.50 a share, Fertitta initially offered $28.75 a share. In the end, both sides upped their bids to $32 before Icahn pulled out of the process for a time. Fertitta’s lower $31 bid was eventually accepted by Caesars after months of negotiations. The decision came despite Icahn’s return with a nonbinding offer of $34 a share during the company’s window to consider rival bids. Fertitta-Caesars Merger Set for Multistate Regulatory Review Regulatory filings said Caesars had concerns about the funding structure behind Icahn’s proposal. The company was especially uneasy about the degree of leverage involved, the availability of funding, and the effect that a large amount of debt could have on the financial strength of the business that would result. Icahn and Caesars ended talks on August 10 without a deal. Fertitta’s deal has a different financing structure, including billions of dollars in new credit facilities and equity contributions. However, the deal does not allow Fertitta to walk away from the purchase just because financing becomes less favorable. Regulatory approval is one big step before the acquisition can close. Caesars has more than 50 casino resorts across several US states, so the deal will need to be approved by gaming regulators in multiple jurisdictions, including Nevada and New Jersey. Fertitta already owns Golden Nugget properties and holds a large stake in Wynn Resorts, which could lead to increased regulatory and antitrust scrutiny. The deal has the potential to be a game-changer for Fertitta’s position in the US casino industry. His current hospitality holdings include Landry’s restaurants, Golden Nugget casinos and the Houston Rockets, and the Caesars portfolio includes eight Las Vegas Strip properties and other resorts in markets such as Reno, Lake Tahoe and Atlantic City. The transaction is currently expected to close by May 27, 2027, but may be extended if regulatory approvals have not been obtained. The merger agreement would also give shareholders the right to an extra daily payment if the deal is not completed by June 26, 2027.