Dive Brief:
- At a special meeting of Caesars Entertainment stockholders on Tuesday, Caesars shareholders voted to approve Fertitta Entertainment’s acquisition of the resort and casino operator, according to a filing with the U.S. Securities and Exchange Commission.
- Either in person or by proxy, holders of approximately 143.28 million shares of Caesars common stock — representing 70.3% of the company’s outstanding shares — cast their vote, with the majority in favor of advancing the $17.6 billion deal, per the filing. Caesars entered a definitive agreement to be acquired by Fertitta on May 28.
- Following the vote, Fertitta must overcome multiple hurdles to complete the acquisition. The deal is slated to combine the companies’ iconic resort, gaming, entertainment and restaurant portfolios and take Caesars private.
Dive Insight:
The Tuesday vote, held at the Eldorado Resort & Casino in Reno, Nevada, came after Caesars’ board of directors first approved the acquisition in May. Fertitta has offered to pay roughly $5.7 billion to acquire Caesars, also taking on approximately $11.9 billion of Caesars’ outstanding debt, bringing the deal’s total value to $17.6 billion, per a May news release.
Caesars shareholders are slated to receive $31 in cash for each outstanding Caesars’ share if the deal is closed by June 26, 2027, according to the filing. They would receive additional compensation if the closing happens after that date.
In order for the deal to close, Fertitta must still obtain antitrust clearance from the Federal Trade Commission. The company filed its HSR application with the FTC on July 13, according to a separate SEC filing.
Fertitta must also gain approval in each jurisdiction where Caesars has a gaming operation, Fertitta executives explained during a suitability review by the Nevada Gaming Control Board in July. The jurisdiction approvals could take up to 10 months, Steven Scheinthal, executive vice president and general counsel for Fertitta, said during the review, at which Fertitta received unanimous approvals.
The acquisition would combine the pair’s roughly 60 domestic casino resorts and gaming facilities, including Caesars’ iconic Las Vegas strip portfolio. It would also bring together the companies’ online and retail sports betting platforms and more than 550 Fertitta Entertainment outlets, including roughly 450 Landry’s full-service restaurants.
