Caesars Entertainment shareholders have approved the company’s $17.6 billion sale to Fertitta Entertainment, pushing Tilman Fertitta’s takeover into its remaining regulatory reviews. The merger drew 133.3 million votes in favor at a Sept. 22 special meeting in Reno, against 4.3 million opposed and 5.7 million abstentions, with the supporting votes representing 65.4% of all Caesars shares outstanding as of the Aug. 21 record date.
Fertitta Entertainment agreed in May to buy Caesars for $31 per share in cash and take on roughly $11.9 billion of its outstanding debt. That offer worked out to a 49% premium on Caesars’ Feb. 25 closing price, the last trading day before reports of a possible transaction surfaced. Completing the acquisition would turn Caesars into a privately held subsidiary of Fertitta Gaming Holdco and end its Nasdaq listing.
The Federal Trade Commission is still working through the transaction and asked both companies for additional information on Sept. 14. That Second Request stretches the waiting period under the Hart-Scott-Rodino Act until 30 days after Caesars and Fertitta have substantially complied, unless the FTC closes it earlier or the parties agree to extend. State gaming regulators in every jurisdiction where Caesars operates will also have to sign off on the ownership change.
Fertitta is paying for the purchase through its own equity, the assumed Caesars debt, and committed debt financing arranged by 10 banks, with no financing condition attached to the transaction. The Carano family, which held roughly 5% of Caesars when the deal was announced, has agreed to roll up to five million shares into the new ownership structure rather than cash out entirely.
A competing proposal from Carl Icahn’s investment group also went before the board during the 45-day window in which Caesars could seek alternative buyers. The Icahn group offered $34 per share on July 10, comfortably above Fertitta’s price, proposing to fund the acquisition with cash, rollover equity, and $6.5 billion in new debt. Caesars kept evaluating it past the original July 11 deadline after Fertitta agreed to extensions.
What sank the Icahn bid was its financing, leverage, liquidity, and reliance on the Carano family rolling over equity. Jefferies hadn’t signed the draft debt commitment and still needed commitments from unidentified investors, while the Carano family found the proposed rollover terms unattractive. Caesars told the Icahn group on Aug. 10 that the main issues remained unresolved, and its proxy statement records no further communication after that.
The approved Fertitta agreement comes with extra compensation if closing drags. Should the transaction fail to complete by June 26, 2027, shareholders will receive an additional $0.007150 per share for each qualifying day until it does, which effectively raises the purchase price if regulatory approvals keep the deal open beyond that date.
Fertitta Entertainment already owns Golden Nugget casinos, the Landry’s restaurant brands, hotels and entertainment properties, and the NBA’s Houston Rockets. The combined business would cover 60 casino resorts and gaming facilities, Caesars’ online sportsbook, iCasino and poker operations, more than 200 William Hill retail betting locations, and over 600 Fertitta Entertainment outlets.
Caesars CEO Tom Reeg, CFO Bret Yunker, and president and COO Anthony Carano are all expected to stay in their roles after the takeover. Shareholder approval takes the vote off the list of closing conditions, though the FTC’s extended antitrust review and the gaming regulator approvals still stand between Fertitta and control of Caesars.