Caesars Shareholders Back $17.6B Fertitta Takeover

Caesars Entertainment shareholders have approved the proposed takeover of the company by Fertitta Entertainment, voting at a special meeting earlier this week. The deal is valued at $17.6 billion, according to reports, a figure that includes around $11.9 billion of Caesars debt the buyer would assume.

The result was not close. Voting results published by Caesars show 133.3 million shares in favor, 4.3 million against and 5.7 million abstentions. The proposal needed at least 101.9 million votes, half of the 203.8 million shares outstanding on the record date, and drew support from about 65.4% of them.

Shareholder approval clears one condition, not all of them. The sale still needs regulatory approval, and Caesars has set a preliminary closing date more than a year away.

Terms and the management team

Shareholders are due $31 in cash for each eligible share, according to reports. On completion, Caesars would become a wholly owned subsidiary of Fertitta Gaming Holdco and its common stock would come off Nasdaq.

Chief executive Tom Reeg, chief financial officer Bret Yunker and president and chief operating officer Anthony Carano are all expected to stay in their roles, according to reports. The combined group would operate around 60 domestic casino resorts and gaming facilities.

Fertitta Entertainment is owned by businessman Tilman Fertitta, who also owns the NBA's Houston Rockets. The company runs the Golden Nugget casino brand and Landry's, which operates more than 450 full-service restaurants, hotels and entertainment venues.

Regulators set the pace

Fertitta's proposal was tabled in May with no closing date attached. Earlier in September, the US Federal Trade Commission asked for additional information on the deal, according to reports. A request of that kind generally lengthens a merger review, which fits the long timetable.

Caesars has pencilled in June 26, 2027 as a preliminary closing date, provided regulators sign off and the remaining conditions are met.