Caesars Entertainment shareholders will gather inside a conference room at the Eldorado Resort in Reno next month to vote on whether to accept a $17.6 billion buyout offer from Fertitta Entertainment.
The deal, which would take one of Nevada’s largest casino operators private, includes roughly $5.7 billion in equity value and $11.9 billion in assumed debt. Tilman Fertitta’s company offered $31 per-share for Caesars.
Caesars merged with Eldorado Resorts in 2020 to form one of the largest casino companies in the U.S. The Caesars board of directors approved the merger with Fertitta on May 27, just prior to announcing the deal.
If the merger is approved, each eligible share of company common stock will be converted into the right to receive $31 in cash, according to a letter to shareholders dated August 25 and filed with the U.S. Securities and Exchange Commission.
If the merger has not been completed by June 26, 2027, Fertitta Entertainment will pay “an additional amount equal to $0.007150 per share for each day during the period beginning on (and including) the first calendar day following June 26, 2027, and ending on (and including) the day immediately before the closing of the merger, in each case without interest and subject to applicable withholding tax.”
In his letter to shareholders, Gary Carano, executive director of the Caesars board, described “the merger as fair to, and in the best interest of, the company and its stockholders.”
At the special meeting on September 22, shareholders will be asked to approve the merger with Fertitta, as well as a proposal on the compensation that may be paid or become payable to the company’s executive officers in connection with the deal. Shareholders will also be asked to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger proposal.
Carano urged shareholders to vote in favor for all three proposals. “Your vote is very important regardless of the number of common stock you own.”
Caesars’s CEO Tom Reeg and CFO Bret Yonker are expected to stay on after the deal is closed. The deal is also subject to regulatory approval in each jurisdiction where Caesars operates, including Nevada and New Jersey.
Caesars operates eight properties on the Las Vegas Strip, four casinos in Reno, three in Lake Tahoe, and two in Laughlin. In total, Caesars operates more than 50 casinos in 19 states.
Fertitta already owns the Golden Nugget brand and holds a 12.3% stake in Wynn Resorts. The deal may face antitrust scrutiny, as Golden Nugget operates eight casinos, with resorts in Las Vegas, Laughlin, and Lake Tahoe, and the company’s own branded online-casino product.
