With a deal pending to be acquired by Fertitta Entertainment, Caesars Entertainment Tuesday released second-quarter results that reflected a softness in Las Vegas but strength at its regional properties.
Caesars released the information as a press release only, due to what it said was the company’s pending agreement to be acquired by Fertitta Entertainment. It’s an all-cash transaction valued at $17.6 billion. Caesars did not host a conference call with Wall Street analysts, as is usually the case.
The deal is expected to close next spring.
“Upon completion of the transaction, Caesars’s common stock will no longer be listed on NASDAQ and the company will become a private entity,” Caesars said.
The second-quarter results showed net revenues of $3 billion versus $2.9 billion for the comparable prior-year period. The gains were in gaming winnings that went from $1.66 billion a year ago to $1.75 billion during the second quarter of 2026. Hotel and food and beverage revenue recorded slight declines.
Las Vegas had $1.01 billion in revenue, down 3.5% from $1.05 billion a year ago. Regional properties had a 9.4% increase to $1.57 billion, up from $1.43 billion.
Many casino executives agree that customers are staying closer to home to play at local casinos rather than taking a trip to Las Vegas. That was articulated by Boyd Gaming last week.
Caesars Digital had $351 million in second-quarter revenue, up 2.3% from $343 million in the second quarter of 2025.
Consolidated adjusted EBITDA in the second quarter was $920 million versus $955 million for the comparable prior-year period. Las Vegas recorded $410 million, a decline of 12.6% from $469 million. Regional properties recorded $488 million, an 11.2% gain over $439 million a year ago.
Caesars Digital adjusted EBITDA was $68 million versus $80 million for the comparable prior-year period.
Barry Jonas with Truist Securities said the outcome fit their preview that the regionals were “a bright spot,” while “the Strip was soft.” In Digital, online sports betting hold was reduced, while igaming showed strength.
“We think results bode well for regionals (like Penn Entertainment and Churchill Downs),” Jonas said. “While Strip results and commentary are soft, buy-rated MGM Resorts International and Wynn Las Vegas may have fared better, given what looks to be Caesars market-share losses (with lower hold and occupancy). We roll the second quarter through our model with no change to forward estimates. While the go-shop period (to make a bid for Caesars) looks to have passed, we think a Fertitta transaction close is likely still some time away.”
Jonas said Caesars’s adjusted EBITDA of $920 million was below consensus estimates. Net revenue was in line with their estimate and positive to consensus. Strip EBITDA of $410 million was below consensus estimates, while regional properties were higher than expected.
In Las Vegas, Jonas said table hold was poor at 16.6%, the first quarter below 17% since fourth quarter 2022. Table drop of $706 million was down 5% versus the market up 1%.
“Caesars’s table weakness (on the Strip) was partially offset by increases in slot handle, up +5.4% year-over-year and in line with the market,” Jonas said. “Hotel occupancy of 95.5% was down 130 basis points year-over-year versus the market flat.
“While tables and hotel (key performance indicators looked to have underperformed the overall Strip market, Caesars attributed the visitation weakness to lower city-wide leisure customer visitation, resulting in decreased non-gaming revenues, lower hotel occupancy, and compressed hotel rates,” Jonas said.
As for regional properties, Jonas said EBITDA rose 11% primarily due to the consolidation of Caesars Windsor in March, increased visitation in Reno for a bowling tournament, and positive revenue from recent capital investments at Lake Tahoe and in New Orleans.
“Caesars stated margins (31.1%, +50 basis points year-over-year) were flat, as higher labor costs and gaming taxes offset higher revenues,” Jonas said.
Jonas said Caesars online sports betting revenue was down 3% year-over-year with handle up 3%, but the hold of 8.4% was down 50 basis points. Caesars called out higher online sports betting taxes as having a negative impact as well. In addition, igaming revenue rose 11% year-over-year to $188 million with handle growth of 3% to $4.8 billion-plus.
As of June 30, Caesars had $11.8 billion in aggregate principal amount of debt outstanding. Total cash and cash equivalents were $965 million, excluding restricted cash of $112 million.
Executives with Fertitta Entertainment told Nevada regulators that their casino operations will integrate into Caesars Entertainment’s framework as they prepare to take the casino giant private in the spring. With the takeover, the existing Caesars Board of Directors will be replaced by a Board of Managers of Fertitta executives.
Nevada-based gaming counsel, Sonia Vermeys of Brownstein Hyatt Farber Schreck, told regulators the existing Caesars executive and management team will run day-to-day operations.
Fertitta Entertainment has seven casinos, three in Nevada. The others are in Colorado, Louisiana, Mississippi, and New Jersey. There’s overlap with Caesars in Lake Tahoe, Lake Charles, Atlantic City, Biloxi, Laughlin, and Las Vegas. Cripple Creek, Colorado, and Danville, Illinois, have minimal overlap with Caesars footprint.
“We believe that all of the Golden Nugget casinos are wholly owned, but many of Caesars’s casinos in overlapping markets are leased, thus are more difficult and less lucrative to sell (potentially costly to break a master lease). We think potential wholly owned divestitures could net $2.3 billion in proceeds, and include Circus Circus Reno, Eldorado Reno, Horseshoe Lake Charles, Golden Nugget AC, and/or a property in LV (Flamingo, Golden Nugget),” said Daniel Politzer with J.P. Morgan.
