Caesars Entertainment shareholders approved Tilman Fertitta's $17.6 billion buyout proposal at a special meeting Tuesday, clearing one of the last major hurdles before the Strip operator can go private.
According to the Las Vegas Review-Journal, a filing made with the Securities and Exchange Commission on Wednesday showed 133,313,001 votes in favor of the merger, against 4,276,986 opposed and 5,687,952 abstentions. The yes votes amounted to roughly 65.4% of Caesars shares outstanding as of the August 21 record date. NEXT.io reports that with 203.8 million shares outstanding on that date, the deal needed at least 101.9 million votes in favor to pass.
The special meeting took place at the Eldorado hotel-casino in Reno, where holders of 143,277,939 shares, or 70.3% of Caesars' outstanding stock, were represented in person or by proxy, the Review-Journal reported.
Under the terms of the deal, Caesars shareholders will receive $31 in cash per share. The transaction is valued at approximately $17.6 billion, including about $11.9 billion in assumed debt, per both outlets. NEXT.io adds that Caesars common stock is expected to be delisted from Nasdaq once the deal closes, and that Fertitta first tabled the proposal in May.
The merger agreement includes a ticking fee provision: if the deal has not closed by June 26, 2027, shareholders would receive an additional $0.007150 per share for each day starting July 1, 2027 until closing, the Review-Journal reported. NEXT.io reports that Caesars has set a preliminary closing date of June 26, 2027, pending satisfaction of remaining conditions.
FTC review and remaining conditions
Shareholder approval is only one condition of several still outstanding. NEXT.io reports that the Federal Trade Commission submitted a request for additional information on the deal earlier in September, a step that typically extends the antitrust review timeline before a transaction can close.
Should the deal clear remaining regulatory and closing conditions, Caesars would become a wholly owned subsidiary of Fertitta Gaming Holdco, according to NEXT.io. Caesars chief executive Tom Reeg, chief financial officer Bret Yunker and president and chief operating officer Anthony Carano are expected to remain in their roles.
Caesars' footprint and Fertitta's holdings
Reno-based Caesars operates eight casino resorts on the Las Vegas Strip, including its flagship Caesars Palace along with Paris, Flamingo and Horseshoe, plus four properties in Reno, three in Lake Tahoe and two in Laughlin, according to the Review-Journal. Across all markets, the company oversees more than 50 casino resorts in 16 states.
Fertitta, who owns the Golden Nugget casino brand, the Landry's restaurant and hospitality group, and the NBA's Houston Rockets, would see his gaming footprint expand substantially through the acquisition. NEXT.io reports the combined company would operate around 60 domestic casino resorts and gaming facilities once the deal is complete.
Caesars shareholders also gave advisory approval to executive compensation tied to the merger at Tuesday's meeting, according to the Review-Journal.
