Caesars Entertainment shareholders have voted 65.4% in favor of the proposed $17.6 billion all-cash acquisition by Fertitta Entertainment, according to a vote result filed with the Securities and Exchange Commission and reported by Covers. The approval is a key milestone, but the merger is not complete: it still needs state and federal regulatory sign-off, and Fertitta continues to arrange financing for a transaction that includes assuming Caesars’ $11.9 billion debt.
Shareholder approval and deal structure
Fertitta Entertainment and the Caesars board agreed to the merger in May, according to Covers. The all-cash offer values Caesars at $31 per share, with the buyer also assuming Caesars’ existing debt. Including that debt, the transaction is worth roughly $17.6 billion. Caesars has carried substantial borrowings since its 2008 leveraged buyout and its 2020 merger with Eldorado Resorts; in the second quarter, the company reduced its losses to $62 million on $3 billion in revenue. Fertitta owns casinos in five states, the Landry’s restaurant chain, the NBA’s Houston Rockets, and the soon-to-be WNBA Houston Comets, and is currently serving as U.S. Ambassador to Italy.
State and federal reviews ahead
The merger still must be approved by more than a dozen state gaming regulators, Covers reported. Those approvals may take time but are not expected to be a major obstacle because Fertitta is an experienced casino operator in good standing. The U.S. Federal Trade Commission is also examining the deal for potential antitrust concerns. On September 14, the FTC made a second request for information from the companies. Covers said the transaction is estimated to close by mid-2027.
Federal antitrust review could be more demanding. Covers noted regional overlap in Atlantic City, New Jersey; Stateline, Nevada; and the Las Vegas Strip. If regulators conclude the combination would be anticompetitive, they could require property sales. That occurred when Eldorado Resorts and Caesars merged in 2020, when the FTC required the sale of three casinos.
Financing remains an open item
Fertitta Entertainment continues to navigate financing for the proposed acquisition, according to an October 5 report by Casino.org citing Stifel analyst Jeffrey Stantial. The all-cash transaction relies on a significant debt structure to close. Stantial’s observations from the Global Gaming Expo indicated that a volatile bond market could be a hurdle for additional casino M&A, though there is still ample interest in regional gaming assets. The report did not say the financing has been completed.
Possible divestitures and what is still pending
Industry observers widely believe a combined Fertitta and Caesars footprint could spur secondary asset sales, either voluntarily or at the direction of antitrust regulators, Casino.org reported. Such sales would be a condition of approval, not a current requirement. No state or federal approvals have been announced in the latest available reports, and no final financing package has been disclosed.
After the shareholder vote, the deal is one step closer, but closing is not imminent. Regulatory sign-off and the completion of Fertitta’s debt financing remain the central unresolved items. The companies have not said whether they expect property sales in any specific market.
