Shareholders of Caesars Entertainment have voted in favor of Fertitta Entertainment's takeover bid. The approval paves the way for a new gaming giant to emerge after Fertitta beat competition from Carl Icahn in a long bidding war.
Representatives of just over 70% of the shareholders were present or voted by proxy at the meeting held in Reno, Nevada, on Tuesday. Of these, 93% voted in favor of the deal, according to an SEC filing. Including non-attendees, this amounts to 65.4% of the total 203.8 million possible votes approving the merger.
Shareholders also approved terms on executive compensation packages, although this part of the deal received less support. Almost 10 million votes were cast against the agreement, more than double the number that opposed the merger. In total, just over 62% of the 201 million available voted in favor.
| Proposal | Votes For | Votes Against | Abstentions | Shares Not Voting |
|---|---|---|---|---|
| Proposal 1: Merger Approval | 133,313,001 (93.0% of cast votes) | 4,276,986 | 5,687,952 | 60,502,185 (29.9% of all shares) |
| Proposal 2: Executive Compensation | 127,682,915 (89.1% of cast votes) | 9,485,566 | 6,109,458 | 60,502,185 |
Deal Worth $31 Per Share, Totaling $17.6 Billion
Caesars' board approved the Fertitta deal in May, agreeing to an offer of $31 per share. That price was lower than the $34-per-share offer from rival Carl Icahn's group, but the board preferred the terms of Fertitta's debt financing.
Tilman Fertitta, the billionaire owner of Fertitta Entertainment, will assume the company's $11.9 billion debt and pay an additional $5.7 billion to take control.
The Carano family agreed to an equity rollover of 5 million shares in Fertitta's proposal but expressed concerns about the financial terms of Icahn's offer. The family currently owns around 8.6 million shares, roughly 4.5% of the company.
Icahn's improved offer of $34 per share included $6.5 billion in new debt financing arranged through Jefferies.
A Caesars proxy filing last month cited issues with the financing, noting:
"The draft debt commitment letter from Jefferies was undated, unsigned, and incomplete with respect to terms and covenants, including interest rates and the amount of warrants proposed to be issued to potential debt investors."
Fertitta Deal Ends Icahn Interest
The Icahn Group continued to negotiate with Caesars' board right up to the last possible moment, even extending deadlines twice. With the two parties unable to reach an agreement over the debt financing, time eventually ran out.
Icahn took a significant stake in Caesars back in 2019 and assisted in Eldorado's $17.3 billion acquisition, which installed the current Caesars leadership.
The entire Caesars management team, including CEO Tom Reeg, CFO Bret Yunker, and President and COO Anthony Carano, is expected to remain in place post-merger.
Following the Eldorado deal in 2020, Icahn sold his shares but began buying back a stake in the company in May 2024. He agreed not to take more than a 5% stake in Caesars in exchange for two board appointments. The company appointed two senior Icahn Enterprises officials, Jesse Lynn and Ted Papapostolou, to the board in May 2025.
Both Lynn and Papapostolou resigned from their positions prior to the vote last week.
Timeline of Icahn-Fertitta Bidding War
Icahn engaged in frequent discussions about a potential takeover throughout 2025, and the board agreed to waive the 5% limit on his holdings in December last year. Fertitta was monitoring the situation, which kicked off months of bids and counteroffers, according to a Caesars proxy filing last month.
- Jan 2: Icahn submitted an initial non-binding offer at $28.50 per share.
- Jan 9: Fertitta joined the race with a $28.75 per share proposal.
- Jan 21: Caesars' board rejected both proposals.
- Jan 29: Caesars raised its offer to $30.50 per share.
- Feb 5: Icahn upped his offer to $32.00 per share.
- Feb 6: Fertitta countered with an offer of $31.50 per share.
- Feb 13: Fertitta matched Icahn's $32.00 per share offer.
- Feb 20: Caesars entered into an Exclusivity Agreement with Fertitta.
- Feb 28: Icahn submitted an unsolicited non-binding offer of $33.00 per share.
- Mar 2: Caesars board agreed to continue with the Fertitta agreement.
- Apr 3: An unknown "Party B" group submitted an offer of $36–$37 per share.
- Apr 22: Caesars informed Party B that it cannot verify the offer.
- Apr 28: Fertitta lowered its offer to $31 per share, citing higher financing costs and macroeconomic risks.
- May 14–17: Caesars countered with $31.50, then $31.25 offers. Fertitta holds firm at $31.
- May 27: Caesars signed a definitive Merger Agreement with Fertitta.
- July 10: Icahn submitted a bid of $34 per share.
- July 11: Fertitta agreed to extend the "go shop" period to allow Caesars and Fertitta time to negotiate.
- July 25: Fertitta agreed to extend the evaluation window for a second time.
- Aug 10: Window expired, effectively ending any chance of a deal for Icahn.
- Sept 22: Caesars shareholders approved the Fertitta deal.
New Gaming Giant Awaits Regulatory Approval
With shareholders agreeing to the proposal, the deal now rests with regulators to approve. The Federal Trade Commission (FTC) is currently reviewing the merger and requested additional documents last week.
In 2020, Eldorado had to sell multiple casino properties to satisfy the FTC's anti-competitive monopoly rules. Fertitta may have to do the same.
The new company would include 60 casino resorts and gaming facilities; Caesars' digital business spanning sports betting, iCasino, and poker; retail sportsbook operations at more than 200 third-party locations under the William Hill brand; and more than 600 Fertitta outlets, including Landry's restaurants and various entertainment and aquarium venues.
Fertitta Expands Business Empire
Additionally, Fertitta is the largest shareholder in Wynn Resorts, holding around 12% of the company's stock. On top of that, he owns around 5% of DraftKings stock and holds a seat on the company's board after it acquired his company, Golden Nugget Online Gaming, in 2022.
These assets could be examined by the FTC over potential competitive concerns in the gaming industry.
The 69-year-old also owns the Houston Rockets and, more recently, bought the WNBA franchise, the Connecticut Sun. The team will relocate to Texas and play under the name Houston Comets starting next season, which could be part of plans to lobby for a casino in Fertitta's home state.
In addition to his extensive business empire, Fertitta serves as the US Ambassador to Italy. Upon his appointment to that role, he stepped down as CEO of Fertitta Entertainment and says he retains only passive investor interest in the ever-expanding company.
If the deal receives FTC approval, the next step will be to secure state clearance from state gambling regulators. The Nevada Gaming Commission has already voted to amend the permits and orders of registration for Caesars and Fertitta. If others follow and all else goes to plan, the transaction will likely close in Q2 next year.
