Caesars Shareholders Approve Tilman Fertitta’s $17.6 Billion Buyout

RENO, Nev. – Caesars Entertainment shareholders approved Tilman Fertitta’s $17.6 billion buyout at a Sept. 22 special meeting. The vote clears a major shareholder hurdle, although federal and gaming regulatory approvals remain before the casino operator can go private.

The meeting was held at the Eldorado Resort & Casino in Reno, with holders of 143,277,939 shares represented in person or by proxy. An SEC filing published Wednesday showed 133,313,001 votes in favor of the merger, 4,276,986 against and 5,687,952 abstentions.

The supporting votes represented approximately 65.4% of all Caesars shares outstanding as of the Aug. 21 record date. The result advances a transaction first announced in May, when Fertitta Entertainment agreed to acquire Caesars in an all-cash deal valued at approximately $17.6 billion, including about $11.9 billion of assumed debt.

Caesars Shareholders Back $31-Per-Share Deal

Under the merger agreement, eligible Caesars shareholders will receive $31 in cash for each share they hold. Once the transaction closes, Caesars will become a wholly owned subsidiary of Fertitta Gaming Holdco and its common stock will no longer trade on Nasdaq.

The deal also includes a ticking fee if closing stretches beyond June 26, 2027. If the transaction has not closed by that date, shareholders would become entitled to an additional $0.007150 per share for each applicable day beginning July 1 and continuing until the day before closing.

Shareholders also approved, on a non-binding advisory basis, compensation that may become payable to Caesars executives in connection with the merger. That proposal received 127,682,915 votes in favor, compared with 9,485,566 against and 6,109,458 abstentions.

FTC Review Remains Before Caesars Can Go Private

Shareholder approval does not complete the acquisition. Caesars and Fertitta Entertainment received requests for additional information and documentary material from the Federal Trade Commission on Sept. 14, extending the federal antitrust review period.

The companies have said they intend to cooperate with the FTC review. The merger also remains subject to applicable gaming regulatory approvals and other closing conditions, meaning Caesars will continue operating as a publicly traded company until those requirements are satisfied and the transaction closes.

The regulatory process was already expected to be significant because the proposed transaction would combine Caesars’ casino portfolio with Fertitta Entertainment’s Golden Nugget and hospitality businesses.

Caesars Leadership Expected to Remain

Caesars said when the deal was announced that CEO Tom Reeg, CFO Bret Yunker and President and COO Anthony Carano are expected to remain in their roles after closing. Other corporate executives and property-level management and personnel are also expected to continue with the combined company.

The transaction would bring Caesars’ casino, digital gaming and sports betting operations together with Fertitta Entertainment’s gaming, restaurant and hospitality businesses. The companies said the combined group would encompass about 60 casino resorts and gaming facilities, alongside hundreds of Fertitta Entertainment restaurant and hospitality locations.

The next major steps will center on the FTC process and required gaming regulatory approvals. Until those reviews are completed, the shareholder vote moves the proposed acquisition forward but does not finalize Fertitta’s takeover of Caesars.

RELATED TOPICS: Business