Caesars shareholders approve $17.6bn Fertitta Entertainment merger

Caesars Entertainment shareholders have voted to approve the company's $17.6bn acquisition by Fertitta Entertainment, one of the largest deals in the history of the gaming industry.

The vote took place at a special meeting on 22 September at the Eldorado Resort & Casino in Reno, Nevada, according to SBC Americas. A filing with the Securities and Exchange Commission showed that holders of approximately 65.4% of Caesars' outstanding shares backed the merger, which the company's board had already approved in May.

The filing recorded more than 133 million votes in favour, around 4.3 million against and almost 5.7 million abstentions, with the total votes cast representing 70.3% of outstanding shares. A Caesars representative declined to comment beyond the filing, SBC Americas reported.

The transaction is structured through Empire Merger Sub, Inc., a subsidiary of Fertitta Gaming Holdco, LLC. Empire Merger Sub will merge into Caesars, leaving the casino operator as a wholly owned subsidiary of Fertitta Gaming. The $17.6bn headline figure includes Fertitta's assumption of almost $12bn of Caesars debt.

Chief executive Tom Reeg, chief financial officer Bret Yunker and president and chief operating officer Anthony Carano are expected to stay in place to run the combined company, Caesars said when the deal was announced. The merger has a preliminary closing date of 26 June 2027, subject to regulatory approval, at which point eligible shareholders will receive $31 in cash per share.

The Wall Street Journal reported last week that the Federal Trade Commission had requested further information from both companies on the deal. Earlier reporting had suggested Fertitta saw off a rival bid from investor Carl Icahn before the agreement was struck.

Completion would end almost 15 years of Caesars as a public company. It first listed in early 2012, shortly after rebranding from Harrah's Entertainment, and later combined with Eldorado Resorts in a 2020 deal reported at $17.3bn.

Caesars has scaled back its public disclosure this year, holding its last investor earnings call in April to cover first-quarter results and releasing second-quarter figures only via press release. Those figures showed total revenue up 3% year-on-year to $3.0bn, while adjusted EBITDA fell 3.7% to $920m. The Las Vegas segment, still the largest by revenue, declined across revenue, EBITDA and net income, while the Regional and Digital divisions grew.

Caesars reported total net debt of $10.8bn as of 30 June 2026, against $965m in cash on hand. Its stock traded at around $29.60 on 23 September, up from $26.30 a year earlier, according to SBC Americas.

The acquisition adds Caesars to a Fertitta Entertainment portfolio that already includes the Golden Nugget casino chain, restaurant group Landry's Inc, and the NBA's Houston Rockets. Fertitta has also agreed to buy the WNBA's Connecticut Sun from Mohegan and relocate the franchise to Houston, and is the largest single shareholder in rival Las Vegas operator Wynn Resorts.

Announcing the agreement in May, Caesars said Fertitta Entertainment "brings a proven operating model with a track record of successfully integrating and growing leading hospitality and entertainment businesses," adding that the deal would bring together "two iconic and highly complementary platforms" under the Caesars Rewards loyalty network.