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UKCaesars Shareholders Approve $17.6 Billion Buyout
Key Highlights
- Caesars shareholders approved Tilman Fertitta’s $17.6 billion offer to buy the casino company.
- The deal would pay shareholders $31 per share and includes about $11.9 billion in existing debt.
- Federal and state regulators must approve the transaction before the deal can close.
The second-richest casino owner in the United States is one step closer to owning one of Las Vegas’ most prominent properties.
Shareholders Back Fertitta’s Caesars Deal
On Wednesday, Caesars Entertainment shareholders approved Tilman Fertitta’s $17.6 billion takeover offer. Shareholders representing more than 143.2 million shares took part in the vote, either in person or through a proxy. The result of the vote moves the hotel and entertainment company closer to becoming privately owned.
Shareholders representing about 133.3 million shares voted in favor of the deal, while those who were against the deal held only 4.3 million shares. Nearly 5.7 million shares were counted as abstentions. Shareholders also approved a separate advisory vote tied to payments that some Caesars executives could receive because of the deal.
Caesars shareholders would receive $31 in cash for each share they own under Fertitta’s offer. The total deal value includes about $11.9 billion in Caesars debt. If approved, Fertitta would take control of one of the largest casino operators in the US. The deal would also give him one of the world’s largest gaming empires; his Fertitta Entertainment conglomerate also owns Golden Nugget casinos in multiple states.
Regulators Must Review the Transaction
The shareholder vote clears one major step, but the takeover is not complete. Federal and state regulators must review the transaction before it can close. The Federal Trade Commission has already asked the companies to provide additional information as part of its review.
Gaming regulators in several states will also need to approve the deal because Caesars operates casinos across the country. Caesars and Fertitta’s Golden Nugget properties compete in a number of markets. Both gaming enterprises have casinos in Atlantic City, Lake Charles, Biloxi, Lake Tahoe, Las Vegas, and Laughlin.
That overlap could receive close attention during the review process. Regulators may look at how the deal could affect competition in markets where both companies operate. Caesars expects the transaction to close by June 26, 2027, more than a year after Fertitta announced he had proposed to buy Caesars.
Rival Bid & Legal Dispute
Fertitta’s deal followed earlier takeover talks involving investor Carl Icahn. Icahn’s eventual offer of $34 per share for Caesars was higher than Fertitta’s $31 offer, but the board rejected the proposal due to concerns about financing and a lack of support from the Carano family, which owns a large stake in the company. The sale to Fertitta ended a nine-month battle between two of the richest casino owners in the US.
A separate legal dispute also appeared shortly before the shareholder vote. A shareholder questioned information included in Caesars’ voting documents, including work done by law firm Latham & Watkins for businesses linked to Fertitta. Caesars rejected the claims but added more details to its filings to reduce the risk of a court fight delaying the deal.
The shareholder approval gives Fertitta a key win, but regulatory reviews are now the main hurdle. Caesars will continue operating as a public company until those reviews are finished. The final closing date will depend on how quickly federal and state agencies complete their work.
